2012-326ORDINANCE No. 2012-326
AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A
CONTRACT FOR THE PURCHASE OF FIBER OPTICAL GROUND WIRE (OPGW) FOR
DENTON MUNICIPAL ELECTRIC; PROVIDING FOR THE EXPENDITURE OF FUNDS
THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 5030-SUPPLY OF ELECTRIC
UTILITY OPGW TRANSMISSION CONDUCTOR AWARDED TO TECHLINE,INC.1N THE
NOT TO EXCEED AMOUNT OF $630,000).
WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for
the supply of electric utility fiber optic ground wire (OPGW) for Denton Municipal Electric in
accordance with the procedures of State law and City ordinances; and
WHEREAS, the City Manager or a designated employee has received and reviewed and
recommended that the herein described proposals are the most advantageous to the City considering
the relative importance of price and the other evaluation factors included in the request for proposals;
and
WHEREAS, the City Council has provided in the City Budget for the appropriation of funds
to be used for the purchase of the materials, equipment, supplies or services approved and accepted
herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The items in the following numbered request for proposal for materials,
equipment, supplies or services, shown in the "Request for Proposals" on file in the office of the
Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City
considering the relative importance of price and the other evaluation factors included in the request
for proposals.
RFP
NUMBER CONTRACTOR AMOUNT
5030 Techline, Inc. $630,000
SECTION 2. By the acceptance and approval of the above numbered items of the submitted
proposals, the City accepts the offer of the persons submitting the proposals for such items and
agrees to purchase the materials, equipment, supplies or services in accordance with the terms,
specifications, standards, quantities and for the specified sums contained in the Proposal Invitations,
Proposals, and related documents.
SECTION 3. Should the City and person submitting approved and accepted items and of
the submitted proposals wish to enter into a formal written agreement as a result of the acceptance,
approval, and awarding of the proposals, the City Manager or his designated representative is hereby
authorized to execute the written contract; provided that the written contract is in accordance with
the terms, conditions, specifications, standards, quantities and specified sums contained in the
Proposal and related documents herein approved and accepted.
SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the
authority to talce any actions that may be required or permitted to be performed by the City of Denton
under the RFP 5030 to the City Manager of the City of Denton, Texas, or his designee.
SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council
hereby authorizes the expenditure of funds therefor in the amount and in accordance with the
approved bids.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
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PASSED AND APPROVED this the h�� day of ' , 2012.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
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APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: �� �
4-ORD- 5030
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND TECHLINE, INC
(RFP 5030)
THIS CONTRACT is made and entered into this �day of � A.D., 20L�.
by and between Techline, Inc a corporation, whose address is 5401 Martin Street, Ft. Worth, TX
76119, hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a horne rule
municipal corporation, hereinaf�er referred to as "City," to be effective upon approval of the
Denton City Council and subsequent execution of this Contract by the Denton City Manager or
his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Supplier shall provide products in accordance with the City's RFP # 5030 Electric Utilitv
OPGW Transmission Conductor, a copy of which is on file at the office of Purchasing Agent and
incorporated herein for all purposes. The Contract consists of this written agreement and the
following items which are attached hereto, or on file, and incorporated herein by reference:
(a) City of Denton's RFP 5030 (on file at the office of the Purchasing Agent)
(b) Standard Terms and Conditions (Exhibit ��A")
(c) Special Terms and Conditions (Exhibit "B")
(d) Form CIQ — Conflict of Interest Questionnaire (Exhibit "C").
(e) Supplier's Proposal, (Exhibit "D");
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the
provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving
precedence first to the written agreement then to the contract documents in the order in which
they are listed above. These documents shall be referred to collectively as "Contract
Documents,"
RFP 5030
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: C�
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
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BY:
RFP 5030
SUPPLIER
BY:
AUTHORIZED SIGNATURE
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MAILING ADDRESS
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PHONE NUMBER
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FAX NUMBER
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PRINTED NAME
CITY OF DENTON, TEXAS
BY:
GEORG C. f1MPBELL, CITY NAGER
Date: � ��
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Exhibit A
' Citv of Denton
Standard Purchase Terms and Conditions
These staiidard Terms and Conditions and the Terms and Conditions, Specifications, Drawings aud other
requirements included in the City of Denton's solicitation are applicable to Coiltracts/Purchase Orders
issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller herein after
referred to as the Bidder, Contractor or Supplier. Airy deviations must be iii writing and signed by a
representative of the City's Procurement Department and the Supplier. No Tenns and Conditions
contauled in the Sellers Proposal response, Invoice or Statement shall serve to modify the terms set forth
herein. If there is a conflict between the provisions on the face of the ContractlPurchase Order these
written pi�ovisions will take precedence.
By submitting an Offer in response to the Solicitation, the Contractor agrees that the Contract shall be
governed by the following terins and conditions, unless exceptions are duly iioted and fully negotiated.
Unless otherwise specified in the Contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a
Solicitation to purchase Goods, and Sections 9, 10, 11 and 22 shall apply only to a Solicitation to
purchase Services to be performed principally at the City's premises or on public rights-of-way.
1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and tunely provide all deliverables described in
the Solicitation and in the Contractor's Offer in strict accordance with the terms, covenants, and conditions of the
Contract and all applicable Federal, State, and local laws; rules, and regulations.
2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of
the date the contract is signed by the City, and shall continue in effect until all obligations are performed in
accordance with the Contract.
3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance
with good commercial practice and shall include a packing list showing the description of each item, the quantity
and unit price unless otherwise provided in the Specifications or Supplemental Tenns and Conditions, each shipping
container shall be clearly and permanently marlced 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 nuinber 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 pacicing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably paciced 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 UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the
deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables.
5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City
actually receives and accepts the deliverables.
6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of
deliveiy unless otherwise specified in the Supplemental Tenns and Conditions. Unless otherwise stated in the Offer,
the Conlractor'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. RIGAT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but
not lunited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to
reject defective or non-conforming deliverables. If the City has the right to inspect the Contractor's, or the
Contractor's Subcontractor's, facilities, or the deliverables at the Contractor's, or the Coniractor'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. �
RFP 5030
8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully coinply
with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall
constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the
time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then
make a conforming tender within the time allotted in the contract.
9. PLACE 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
e�cient manner, in accordance with and subject to the applicable security laws, rules, and reb lations, 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 inaterials,
equipinent, 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 conixact. The Contractor hereby
releases and holds the City harmless from and against any liability or claim for damages of any lcind or nature if the
actual site or service conditions differ from expected conditions.
10. �VORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services
which they will perforn� under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in
participating or responding to a solicitation or while in the course and scope of delivering goods or services under a
City of Denton contract or on the City's properly .
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 worlcers 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 warker 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 Coniractor shall immediately remove such worker from
Contract services, and may not employ such worker again on Contxact services without the City's prior written
consent.
Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration
Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for
any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and
the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ("IIRIRA) enacted on September 30,
1996.
11. COMPLIANCE WTTH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The
Contractor, it's Subcontractors, and their respective employees, shall comply fully with all applicable federal, state,
and local health, safety, and environmental laws, ordinances, rules and regulations in the perforxnance 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 govem. The Contractor shall
indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines,
penalties and liability of every kind arising from the breach of the Contractor's obligations under this paragraph.
Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or
regulations issued ptusuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water
Pollution ControlAct, as amended, (33 U.S.C. §1251 etseq.).
12. INVOICES:
A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase
release after each delivery. If partial shipments or deliveries are authorized by the City, a separate
invoice must be sent for each shipment or delivery made.
B. Proper Invoices must include a unique invoice number, the purchase order or delivery order
number and the master agreement number if applicable, the Department's Name, and the
name of the point of contact for the Department. Invoices shall be itemized and transportation
RFP 5030
charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when
applicable, shall be attached to the invoice. The Contractor's name, remittance address and, if applicable, the tax
identification number on the invoice must exactly match the information in the Vendor's regisiration 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 mm�ber
clearly identified. Invoices shall also include a tabularion of work-hours at the appropriate rates and grouped by
work order number. Time billed for labor shall be limited to hours actually worked at the work site.
D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all
Subcontract and other authorized expenses at actual cost without marlcup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount.
The City will furnish a tax exemption certificate upon request.
13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30)
calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable,
whichever is later.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at
the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum
lawful rate; except, if paymeut 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 pariy 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 Subconiractors, 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 tune
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 Conixactor 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 Docwnents.
E. Notice is hereby given that any awarded firm who is in arrears, to the City of Denton for delinquent taxes, the City
may offset indebtedness owed the City through payment withholding.
F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer
of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for
payments made by credit card or electronic funds transfer.
G. The aw�rding 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
pennit 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. TR.AVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid
by the Contractor, unless otherwise stated in the coniract terms.
15. F1NAL PAYMENT AND CLOSE-OUT:
RFP 5030
A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor
is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than
the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be
withheld if the Contractor is not in compliance with the requirements as accepted by the City.
B. The malcing and acceptance of final payment will constitute:
i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously
asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising
from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising
from the Contractor's continuing obligations under the Contract, inclnding but not limited to indeuuiity and
warranty obligations, or (5) arising under the City's right to audit; and u. 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 malce copies of the books, records and computations pertaining to the
Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract
period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case
records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other
evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also
require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other
evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records
will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City
unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable
cost of the audit, including any travel costs, inust be borne by the Contractor which must be payable within five (5)
business days of receipt of an invoice.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall
constitute, in the City's sole discretion, grounds for termination 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 document.
18. SUBCONTRACTORS:
A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with
all requirements approved by the City. The Coniractor shall not initially employ any Subcontractor except as
provided in the Coniractor's Plan. The Contractor shall not substitute any Subcontractor identified in the Plan,
unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall
constitute a waiver of any rights or remedies of the City with respect to def�etive deliverables provided by a
Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a montfily 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
Contractar and Subcontractor. The terms of the subcontract may not conflict with the terms of the
Contract, and shall contain provisions that:
i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the
provisions, specifications and terms of the Contract;
ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior
written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting,
that the Subcontractor post a payment bond in form, substance and amount acceptable to the City;
iii. require Subcontractors to submit all invoices and applications for payments, including any claims for
additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include
same with its invoice or application for payment to the City in accordance with the terms of the Contract;
iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in
the type and amounts specified for the Contractor, with the City being a natned insured as its interest shall appear;
and
v. require that the Subcontractor indemnify and hold the City hartnless to the same extent as the Contractor
RFP 5030
is required to indemnify the City.
C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the
Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the
benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor
shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such
Subcontractor except as may otherwise be required by law.
D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later
than ten (10) calendar days after receipt of payment from the City.
19. WARRANTY-PRICE:
A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders
by others for like deliverables under similar terms of purchase.
B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation,
communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with
any other firm or with any competitor.
C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or
otherwise recover, any amounts paid for items in excess of the Contractor's current prices on arders by others for
lilce 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. WARR.ANTY — 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 disclaun the foregoing warranty or any warranty implied by law; and
any.attempt to do so shall be without force or effect.
C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of
acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty
period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand
either repair the non-conforming deliverables, ar 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 bome 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 irnpair 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 reinedy, the City may reduce the quantity of deliverables it may
be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other
sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the
City to procure such deliverables from another source.
E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer's warranty,
the Contractor shall transfer and assign such manufacturer's warranty to the City. If for any reason the
manufacturer's warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the
City to the fullest extent to enforce such manufacturer's warranty for the benefit of the City.
22. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be provided the City
under the Contract will be fully and timely performed in a good and worlananlike manner in accordance with
generally accepted indushy standards and practices, the terms, conditions, and covenants of the Contract, and all
applicable Federal, State and local laws, rules or regulations.
A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and
RFP 5030
any attempt to do so shall be without force or effect.
B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance
Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly
upon receipt of demand perform the services again in accordance with above standard at no additional cost to the
City. All costs incidental to such additional performance shall be bome by the Contractor. The City shall endeavor
to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the
breach warranty, but failure to give timely notice shall not impair the City's rights under this section.
C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required
by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be
required to purchase under the Contract from the Contractor, and purchase conforming services from other sources.
In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to
procure such services from another source.
23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring
immediate correction or removal and replacement of defective or non-conforming deliverables, the City prefers to
accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages atlributable to the City's
evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance
occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the
d'uninished value of the defective or non-confonning deliverables. If the acceptance occurs after final payment, such
amount will be refunded to the City by the Contractor.
24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other
pariy's intent to perform, demand may be made to the other party for written assurance of the intent to perform. In
the event that no assurance is given within the time specified after demand is made, the demanding parry may t�eat
this failure as an anticipatory repudiation of the Contract.
25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractar is
observed performing in a manner that is in violation of Federal, 5tate, 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 worlc
until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for
all costs incurred by the City as a result of the issuance of such Stop Work Notice.
26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and
faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of
performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United
States or (d) makes a material misrepresentation in Contractor's Offer, or in any report or deliverable required to be
submitted by the Contractor to the City.
27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to
terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after
the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides
evidence sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition
to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs,
losses and expenses, incurred by the City as a result of the Contractor's default, including, without limitation, cost of
cover, reasonable attorneys' fees, court costs, and prejud�nent and post judgment interest at the maxunum lawful
rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City's
vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3)
years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy
provided by law.
28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in
part, without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of
termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if
any, specified in the notice of terinination. The City shall pay the Contractor, to the extent of funds Appropriated or
otherwise legally available for such purposes, for all goods delivered and services performed and obligations
incurred prior to the date of terr�vnation in accordance with the terms hereof.
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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 worlc under the Contract, the City and the
Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and
execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30)
calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled
under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the
Coniractor from delaying the delivery as notified.
B, Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if,
while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions,
sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default
or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will
be extended; provided, however, in such an event, a conference will be held within three (3) business days to
establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform.
31. INDEMNITY: A. Definitions:
i. °Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and
liability of every character, type or description, including all reasonable costs and expenses of litigation,
mediation or other alternate dispute resolution mechanism, including attorney and other professional fees
for: (1) damage to or loss of the property of any person (including, but not limited to the City, the
Contractor, their respective agents, officers, employees and subconiractors; the officers, agents, and
employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease,
worker's compensation, loss of services, or loss of income or wages to any person (including but not limited
to the agents, officers and employees of the City, the Contractor, the Contractor's subcontractors, and third
parties), ii. "Fault" shall include the sale nf defective or non-confornung deliverables, negligence, willful
misconduct or a breach of any legally imposed strict liability standard.
B. THE CONTRACTOR SHALL DEFEND, (AT TAE OPTION OF THE CITY)� INDEMNIFY, AND HOLD THE CITY, ITS
SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL
INDENINIFIED CLAIMS DIItECTLY ARISIIVG OUT OF, INCIDENT TO� CONCERNING OR RESULTING FROM THE FAULT
OF THE CONTRACTOR, OR TFIE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS� IN THE
PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE
DEEMED TO LIMTI' THE RIGHTS OF THE CTTY OR THE CONTRACTOR (1NCLUDING, BUT NOT LIMITED TO, THE
RIGHT TO SEEK CONTRIBUTION� AGAINST ANY THIIiD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM.
32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance
requirements detailed in Attachment A. The successful fum shall procure and maintain insurance of the types and in
the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do
business in the State of Texas and satisfactory to the City of Denton.
A. General Requirements.
i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as
submitted to the City and approved by the City within the procurement process, for the duration of the
Contract, including extension options and hold over periods, and during any warranty period.
u. The Contractor shall provide Certificates of Insurance with the coverage's and endorsements required to
the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after
written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer
to disqualification from consideration for award. The Contractor must also forward a Certificate of
Insurance to the City whenever a previously identified policy period has expired, or an eactension option or
hold over period is exercised, as verification of continuing coverage.
iii. The Coniractor shall not commence work until the required insurance is obtained and until such
insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the
liability of the Contractor hereunder and shall not be construed to be a lunitation of liability on the part of
the Contractor.
iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the
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subcontractors commencing work on the project.
v. The Contractor's and all subconlractors' insurance coverage shall be written by companies licensed to do
business in the State of Texas at the time the policies are issued and shall be written by companies with
A.M. Best ratings of 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 insiued 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 cairy
Umbrella or Excess Liability Insurance for any differences in amounts speciFied. If Excess Liability
Insurance is provided, it shall follow the fonn of the prunary coverage.
ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review
certified copies of policies and endorseinents thereto and may make any reasonable requests for deletion or
revision or modification of particular policy terms, conditions, lnrutations, or exclusions except where
policy provisions are established by law or regulations binding upon either of the parties hereto or the
underwriter on any such policies.
x. The City reserves the right to review the insurance requirements set forth during the effective period of
the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when
deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims
history of the industry or financial condition of the insurance company as well as the Contractor.
xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the
term of the Contract or as required in the Contract.
xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated
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 Coniract.
xiv. The insurance coverage's specified in within the solicitation and requirements are required minimums
and are not intended to limit the responsibility or liability of the Contractor.
B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation insirument.
33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or
concerns the Contract, or which could have a material adverse affect on the Contractor's ability to perform
thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of
notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit,
or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against
whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City
and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City HaII, 215 East McKinney
Street, Denton, Texas 76201.
34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to
be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after
postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered
by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by
first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address
specified in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices to the
City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the
Purchasing Manager.
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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 infi�inge,
directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of
any kind of any third pariy; 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 lrnow of any valid basis for any such claims. The
Contractor shall, aL its sole expense, defend, indemnify, and hold the City harmless from and against all liability,
dainabes, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or
resulting from: (i) any claim that.the City's exercise anywhere in the world of the rights associated with the City's'
ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of
any third party; or (ii) the Contractor's breach of any of Contractor's representations or warranties stated in this
Contract. In the event of any such cla'vn, the City shall have the right to monitor such claun 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 wananties or obligations under this
paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will
not impact such warranties of Contractor.
37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain
of the City's and/or its licensors' confidential information (including inventions, employee information, trade
secrets, confidential know-how, confidential business information, and other information which the City or its
licensors consider confidential) (collectively, "Confidential Information"). Contractor acicnowledges and agrees that
the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use,
disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its
licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will
mauitain 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 Contractar promptly
notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate
protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within
its own business to protect its own most valuable information, which protective measures shall under all
circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential
Information.
38. OWNERSI�P AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout
the world in and to the deliverables.
A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such
patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if
necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such
patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its
employees to execute, acknowledge, and deliver an assignment of letters patent, in a�form to be reasonably approved
by the City, to the City upon request by the City.
B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their
creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City
shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall
negate the City's sole or joint ownership of any such deliverables arising by virtue of the City's sole or joint
authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-
hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the
City hereunder to execute, acknowledge, and deliver an assi�runent 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
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City upon delivery of such deliverables to the City or at such other time as the City may request.
C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to,
execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments
which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work
registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and
in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and
interest in and to the deliverables. The Contractor's obligarions to execute, aclrnowledge, and deliver (or cause to be
executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b.,
and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City
should not seek to obtain copyright protection, mask work registration or patent protection for any of the
deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential
Information under the terms of Paragraph 37 above.
39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally
developed material unless otherwise specifically provided in the Contract. When material not originally developed is
included in a report in any form, the source shall be identified.
40. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior consent, the fact that
the City has entered into the Contract, except to the extent required by law.
41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or
retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage,
brolcerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies
maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City
shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct
from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage,
brolcerage or contingent fee.
42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is
detennined 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 conixact. 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 Conn•actor in providing such gratuities.
43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No o�cer, employee, independent
consultant, or elected official of the City who is involved in the development, evaluation, or decision-making
process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract
resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any
officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation
of this provision, with the lcnowledge, expressed or implied, of the Contractor shall render the Contract voidable by
the City. The Contractor shall complete and submit the City's Conflict of Interest Questionnaire (Attachment B).
44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee
relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor.
The Contractor agrees and understands that the Contract does not grant any rights or privileges established for
employees of the City of Denton, Texas for the purposes of income taac, 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
conixol of the Contractor or any employee of the Contractor, and it is e�cpressly understood that Contractor shall perform
the services hereunder according to the attached specifications at the general direction of the City Manager of the City of
Denton, Texas, or his designee under this agreement.
45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and
the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract
shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the
City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this
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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 parly. No waiver by either the Contractor or the City of any one or more events of
default by the other pariy shall operate as, or be construed to be, a permanent waiver of any rights or obligations
under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of
a similar or different character.
47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No
pre-printed or similar terms on any the Contractor invoice, order ar other document shall have any force or effect to
change the terms, covenants, and conditions of the Contract.
48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of
the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the
trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been
substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair
to both parties, reading no provisions mare 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 relie£ 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 inay proceed
directly to mediation as described below.
B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the
parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of
the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of
the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing_in the Contract
prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a
contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation
of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution
Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from
the date of the first mediation session. The City and the Contractor will share the mediator's fees equally and the
parties will bear their own costs of participation such as fees for any consultants or attorneys they may urilize to
represent them or otherwise assist them in the mediation.
50. JTJRISDICTION AND VENUE: The Contract is made under and shall be govemed by the laws of the State of
Texas, including, when applicable, the Unifarm 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 ar interpreted to limit ar restrict the right or ability of the City to seek and secure injunctive relief from
any competent authority as contemplated herein.
51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way
affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be
deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract
did not contain the particular portion or provision held to be void. The parties further agree to reform the C�ntract to
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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)
MI.K 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 Sattarday, it will be observed on the preceding Friday. If a Legal Holid'ay falls on Sunday,
it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm,
Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not
within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized
designee.
53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on
the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall
survive the expiration or termination of the Contract.
54. NON-SUSPENSION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended
or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By
accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or
debarred from doing business with the Federal Government, as indicated by the General Services Administration
List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City
of Denton.
55. EQUAL OPPORTUNITY
A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory
employment practice. No person shall, on the grounds of race, sex, age, disability, creed, color, genetic testing, or
national origin, be refused the benefits of, or be otherwise subjected to discrimination under auy activities resulting from
this RFQ.
B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall
engage in any discriminatory employment practice against individuals with disabilities as defined
in the ADA. .
56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements)
The following federally funded requirements are applicable, in addition to the specific federally funded
requirements.
A. Definitions. As used in this paragraph —
i. "Component" means an article, material, or supply incorporated directly into an end product.
ii. "Cost of components° means -
(1) For components purchased by the 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 doinestic firm), and any applicable duty
(whether or not a duty-free entry 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-
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(1) An urunanufacttu•ed end product mined or produced in the United States; or
(2) An end product manufactured in the United States, if the cost of its components mined, produced, or
manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign
origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in
sufficient and reasonably available commercial quantities of a satisfactory quality axe 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 doinestic 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 txeated 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
demonsirating 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 TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by
the State of Texas, any and all fees and taxes are the responsibility of the respondent.
59. PREVAILING WAGE RATES: All respondents will be required to comply with Provision 5159a of "Vemon's
Annotated Civil Statutes" of the State of Texas with respect to the payment of prevailing wage rates and prohibiting
discrimination in the employment practices.
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60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall
comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable
laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits
bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public
servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing
and performance of the Contract.
61. FEDERAL, STATE, AND LOCAL REQiTIREMENTS: Respondent shall demonstrate on-site compliance
with the Federal Ta�c 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 einployees. Respondent is responsible for both federal and
State unemployment insurance coverage and standard Worker's Compensation insurance coverage, Respondent shall
ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be
liable to Respondent or its employees for any Unemployment or VJorlcers' 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
Wark Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drub
free work environment; and the final rule, government-wide requirements for drub free work place (grants), issued
by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to
unplement 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 amendtnents to the final rule that may hereafter be
issued.
63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be
liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent
and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection
RFP 5030
with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement
Manager in writing of any such damage within one (1) calendar day.
64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for
performance under the Contract should it be prevented from performance by an act of war, order of legal authority,
aci of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event
of an occurrence under this Section, the Respondent will be excused from any further performance or observance of
the requirements so affected for as long as such circumstances prevail and the Respondent continues to use
commercially reasonable efforts to recommence performance or observance whenever and to whatever extent
possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by
telephone (to be confu-med 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-perfonnance 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 Parly 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, unpair, 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 IMMUIVITY: 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 fmancial records, supporting documents, statistical
records, and any other records or books relating to the performances called for in the Contract. The Respondent shall
retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State
Auditor's O�ce 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 authoriiy to review records due to federal funds
being spent under the Contract.
RFP 5030
Exhibit B
Special Terms and Conditions
Contract Terms
The contract term will be one (1) year, efFective from date of award. The City and the Awarded
Contractor shall have the option to renew this contract for an additional four (4) one-year periods.
The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and
shall automatically renew each year, from the date of award by City Council, unless either party
notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton,
the Contract may be further extended as needed, not to exceed a total of six (6) months.
Total Contract Amount
The contact total for services shall not exceed $630,000 per total contract term. Pricing sha11 be
per Exhibit C attached.
I�i ' 1 1
CTTY OF D�NTON
RI`P FOR ELECTRIC UTILITY OGPW TRANSMTSSION CONDUCTOR
BUSINESS �VERVI��W QUESTIONNATRE AND F��2MS
1, Contractor Name: TCCVtI {�12 , ��� �
2, Address (Principal Place of Business): ��b� i����v� .��. �ti`r�. �b�t�, �X 7�ii�
3. Does your compans� I�ar�e an established ph��sical preseiice iii tlie State of Te�as, or the Cit�r of
Denton? �eS
4. Ta� Payer ID#; l' ��' ����`'���� y�"
5, Eiilail Address of Prinia�y contact; k��'l�� �����^` ���'M I'�� '��
G. ulebsite Address: ��}��'. �%��� �����`� ���' µ�'�c ,�ow` f
7, Telephoiie;
S. Faa:
�1�1-�61� �(qoo
�.1 `I �561 � a`� o�.
P,�s� t� , �w.�.�t1\o ,
9. Other Locations; P�{�,�� ��� f
1 Q. Organization Class:
Parknership
Individual
Cor�oration ✓
Association
11. Date Established, �� �S�
12. Former Business Narne: 1�i%�
13. Date of Dissolution: �t A
�I4. SilU5lC�la1'�� Of: �,f"�
�����'��� � l�0.�sa�}o., � �c� , �av� �,��ohlo � �av`
L:��i1e. �oc�, �K. 'i l��t�a��t�t�, LA�
15. Historicall�l Underutilized Business: Yes o No
1�0� 13��e - �ie � v� ��tQ�nev� �o�v.sbv� � �J'�
16. Principals and Officers: 4�� ��0��� � C�d ���� sw►��� � v'P
43ttaa�. �raw��n�e i -- �d c?
Please detail res�onsibilities with the name of each pi•ii��ipa1 or off'icer. �����
C�-ior�e,'. c�,y,¢o�a't2. CC�sia�hs� 7�[Y�h�Q�C , ap4sa��ov�5, `�+�
3r p ��/+A�e�, accav.v,i�1u. , �nw�r�.�x�r. ve5av.sats
17. Ke Persomiel and Res oiisibilities: S�R��,�,� ., o�Nq.��,�� $,,�{,,,,�a.�, ,�`�-�o- �o.� Q�i�'�°`^s
�o�vrr�w•�, N�TX �'s o1� �e�+ita� 1�`���Y C NM �
Plelse deiail respo�lsibilities ���itIi tlie iiaiile of each key peisoiuiel. S�+�th'• w�`�� 1�`°+• °l , 1
1e�`lte� N�a�v.v,�x
U
RFP 5030 ~^^
CTTY OF DENTON
RFP �ORELECTRIC UTILITY OGPW TRA.NSMISSION CONDUCTO�
I 8. Nu�nber of Peisonnel by DiscipIvie:
Discipline � j0 Nutnher of Staff # Registered
19. Has S�our company filed or been nan�ed in an5� litigation u�volvii�g 3rour co�npan}� and the
0«�ner oia a contract witl�iu tlie last five years under your current conlpany na�ne or any
o�tiei coill�any nanie7 If so provide details of tlle issues and resolutioii if available. Include
la���suits v��here Ownei' 1�ctS 1riZ�01Ztea. �1(A
20. Please provide at least (3) tlu•ee references {prefer�ably mu�tr•cipalit.res) and co�itract
au�ou�rts. Include project descriptioii, contact na.mes, positioil, and orgaiuzatioii iiame and
teleplione iinnlber for each reference listed. See AttacYuiient F.
21. Have you e�ler defaulted on or failed to conzplete a contract under 3�our current conipany
�iai��ze or any other co�npauy narne? If so, ��liere and wliy? Give name aud telephone nuniber
of Owner. r`�t ��
22. Have pou ever had a contract terminated by the Ovs�ner? If so, «�here and «�h5r? Giee iianie
aiid telephone inizxlber (s) of Ovctner (s). /til �P
23. Has 3iour coinpany iii�pleniented an Einployee He�lth and Safety Prog�•arn conipliant ���ith 29
CFR 1910 "Gezieral Industry Stalidards" azicUor 29 CPR 1926 "General Construetion
Standards" as they apply to your Comp�ny's customary activities?
I�tt�•//F������ osha �p(s/oslaa«�eb/owasrch search forni?t� doc t�rve=ST
AI�TDARDS&p toc Ie��e1=1�Cp keyvalt�e=1926
RFP 5030
EXI1fIJlt �. Respondent'sName: TECHIJNE,INC.
� RFP 5U30 - Pricing Sheet for SUPPLY OE OPGW TRANSMf55ION CONDUCTOR AND ACCESSORIES
� � ThcrcspondenishoflcompJMefhefo!lowingsectbn,wfiichdlrectlycorrespandstathcspedfrca[forts.Thewnfraaorsha!lnatmokechangestothlrformot.
o Product Proposal Pric;ng (FOB DESTINATIOPI�:
� B�d ¢r.taaNUnt UOM ProductDeseription UnitPrice ��'�edPrice Esdm�tedDCllvery
ttem �y (EstAnnaafJ ARO (WCOksf
NOTE: Minimum Manufacturing Qty-3,300f� OPGW Tolerance-0%,+2%
HoTE: An steet Reels are Non-Returnable
�vore: n7�n�mum order-$a,250
PaymentTerm �iscovats
Paymen[ term, torMe pry of Oenton are typlcally 30 days. Plca.e fndltate the addltlonel dlscouM eMentled to
each monthly Invoiee thac 1s paid wfthln the tlme perlod Ihdltated below,
?iPa., �•e�Y!'I eYiri3�J 'ttwiiShrr��> 9� •l;s!ii"il �I :�, rr'r; 3:s:;' aa o ";+ 'tl tr?s:r :s:+, �,• 4v�'�ii, �F+. Yi�rz 4�,
� i:i i, iti._ '%# NG,.`iiai'Dt's'cou �';'. ,.sf,f;l.l�}s:�1:�d3f,:ii�,t�.�»�,I�:�.
0_00 %
tl.00°G
[nvoice Pafd in 10 0,00%
'Atl pricinE sha{I Include atl costs to ship produtt as speclfled FOB Oestination