2012-353ORDINANCE No. 2012-353
AN ORDINANCE ACCEPTING COMl'ETITIVE PROPOSALS AND AWARDING A
CONTRACT FOR THE PURCHASE OF 69KV AND 138KV ALUMINUM PIPE BUS FOR
DENT`OI� "'1VIUI�I�CIPAI, "ET;��CT'RI'�,• 'PROVIDING FOR TH� EXPENDIT'iTRE OF FUNDS
THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 5072-ELECTRIC UTILITY 69KV
AND 138KV ALUMINUM PIPE BUS AWARDED TO TECHLINE, INC. IN THE NOT TO
EXCEED AMOUNT OF $380,000).
WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for
purchase of 69kV and 138kV Aluminum Pipe Bus 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 fiinds
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 �-
Pl�rchasing 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
5072 Techline, Inc.
$380,000
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 serviees �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 ofthe 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, St�a�as, 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 take any actions that may be required or permitted to be performed by the City of Denton
under th.e RFP .5072 to the. City.Manager �f.the City of.D.enton, Texas, or his designee.
SECTION 5. By the acceptance and approval ofthe above enumerated bids, the City Council
hereby authorizes the expenditure of funds therefor in the amount and in accordance with the
approved bids.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approvaL �
PASSED AND APPROVED this the ���� day of , 2012.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPR ED AS O LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
s-oxD- 0�2 �
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND TECHLINE, INC
(RFP 5072)
THIS CONTRACT is made and entered into this � day oft �(�.%%6�UP� A.D.,
20>2, 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 home rule municipal corporation, hereinafter referred to as "City," to be effective upon
approval of the Denton City Council and subsequent execution of this Contract by the Denton
City Manager or his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Supplier shall provide products in accordance with the City's RFP # 5072 Electric Utilitv
69kV and 138kV Aluminum Pipe Bus, 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 5072 (on file at the office of the Purchasing Agent)
(b) Special Terms and Conditions (Exhibit "A")
(c) Standard Terms and Conditions (Exhibit "B")
(d) Supplier's Proposal. (Exhibit "C");
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 docuinents in the order in which
they are listed above. These documents shall be refeired to collectively as "Contract
Documents."
RFP 5072 Page 1 of 21
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:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: � � C
SUPPLTER
BY:
AUTHORIZED SIGNATURE
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. � , ♦, . .s
Title: ZnSlc�2 .Sa�Q�
5401 Ma�iiv� S�'. x-�. Wo�t� 7x 76111
MAILING ADDRESS
g1�1-�61-q9oo
PHONE Ni.JNIBER
�11- 561-- `i9oz
FAX NUIVIBER
1QCVI�/11e, ZVIC.
PRINTED NAME
CITY OF DENTON, TEXAS
B . `"-
G R C. CAMPBELL, CITY MANAGER
Date: �� /� ��
RFP 5072 Page 2 of 21
Eghibit A
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 conh•act 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
notiiies 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 sia (6) months.
Total Contract Amount
The contact total for services shall not exceed $380,000 per total contract term. Pricing shall be
per Exhibit C attached.
Coonerative Purchasin�/ Pi��vback Option
Supplier has talcen exception to the original RFP tenns regarding Cooperative
Purchasing/Piggyback option. Supplier will only allow other governmental entities to purchase
material on RFP 5072 if:
a) the governmental entity is located with Techline-Fort Worth's authorized sales area
b) all terms (price, lead time, payment, ininiinum order quantities, minimum order
amount) must match supplier's proposal RFP 5072.
Minimum Order
Individual orders placed by the City must exceed $2,500. If an order is placed that does not meet
the minimum of $2,500, an eight percent (8%) fee will be added to the order.
RFP 5072 Page 3 of 21
Exhibit B
Citv of Denton
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Tenns and Conditions, Specifications, Drawings and other
requirements included in the City of Denton's solicitation are applicable to Contracts/Purchase Orders
issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller herein after
referred to as the Bidder, Contractor or Supplier. Any deviations must be in writing and signed by a
representative of tl�e City's Procurement Department and the Supplier. No Terms and Conditions
contained in the Sellers Proposal response, Invoice or Statement shall serve to modify the terms set forth
herein. If there is a conflict between the provisions on the face of the Contract/Purchase Order these
written provisions will take precedence.
By submitting an Offer in response to the Solicitation, the Contractor agrees that the Contract shall be
governed by the following tenns and conditions, unless exceptions are duly noted and fully negotiated.
Unless otherwise specified in the Contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a
Solicitation to purcl�ase Goods, and Sections 9, 10, 11 and 22 shall apply only to a Solicitation to
purchase Services to be perfarmed prnicipally at the City's premises or on public rights-of-way.
1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in
the Solicitation and in the Contractor's Offer in strict accordance with the terms, covenants, and conditions of the
Contract and all applicaUle Federal, State, and local laws, i•ules, 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 «�ith the Contract.
3. CONTRACTOR TO PACKAGE DELNERABLES: The Contractor will package deliverables in accordance
�vith good commercia] practice and shall include a packing list sho«�ing the description of each item, the quantity
and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping
container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City's
name, address and pw•chase order or pw�chase release number and the price agc•eement 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 Contt•actor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest
transportation costs and to conform to all the requirements of common can•iers and an�� applicable specification. The
City's count or weight shall be final and conclusive on shipments not accompanied by packing lists.
4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the
deliverables under reseivation and no tender of a bill of lading ���ill operate as a tender of deliveraUles.
5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only �n�hen 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 othervrise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer,
the Contractor's pi•ice shall be deemed to include all deliveiy and n•anspoirtation charges. The City shall have the
right to designate what method of ri•ansportation shal] 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 reseives all rights under la���, including, but
not limited to the Uniform Commercia] 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 Contcactoi•'s, or the
Contractor's Subcontractor's, facilities, or the deliverables at the Conh•actor's, or the Contractor's Subconh•actor's,
premises, the Conh•actor shall fuinish, or cause to be furnished, without additional chai•ge, all reasonable facilities
and assistance to the City to facilitate such inspection.
RFP 5072 Page 4 of 21
8. NO REPLACEMENT OF DEFECTIVE TENDER: Eveiy tender or delive�y of deliverables must fully comply
with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall
constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the
time for perfoi7r►ance 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 requic•ed in order for the Contractor to perform tl�e services in a timely and
efficient mannec•, in accordance u�ith and subject to the applicable security laws, rules, and regulations. The
Contractor ackno�n�ledges that it has satisfied itself as to the nature of the City's service requirements and
specifications, the location and essential characteristics of the wot•k sites, the quality and quantity of materials,
equipment, labor and facilities necessary to perform the se�vices, and any otl�er condition or state of fact ���hich
could in any ���ay 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 seivice conditions differ from expected conditions.
10. WORKFORCE
A. The Contractor shall employ only orderly and competent ���orkers, skilled in the performance of the services
which they «�ill perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in
pac-ticipating or responding to a solicitation or while in the coui•se and scope of delivering goods or seivices 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 ar other intoxicating beverages, illegal drugs or controlled substances, nor may
such workers be intoxicated, or under the influence of alcohol or diugs; 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 Conh�actor shall immediately remove such worker fi•om
Contract se�vices, and may not employ such worlcer again on Contract services without the City's prior written
consent.
Immigration: The Contractor represents and ���arrants that it shall comply with the requirements of the Immigration
Reform and Control Act of 1986 and 1990 regacding employment verification and retention of verification forms for
any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and
the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ("IIRIRA) enacted on September 30,
1996.
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The
Contractor, it's Subcontractors, and their respective employees, shall comply fully ���ith all applicable federal, state,
and local health, safety, and environmental laws, ordinances, rules and regulations in the perforinance of the
se�vices, 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 fi•om and against all claims, demands, suits, actions, judgments, fines,
penalties and liability of eveiy kind arising fi•om the breach of the Contractor's obligations under this paragraph.
Environmental Proteetion: The Respondent shall be in compliance «�ith 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 etseg.).
12. INVOICES:
A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase
release after each delivery. If pa�rtial 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. Im�oices shall be itemized and transportation
RFP 5072 Page 5 of 21
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, tl�e tax
identification number on the im�oice must eaactly match the information in the Vendor's i•egistration �vith 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 ti�ith trade labor rate and deliverables order number
clearly identified. Im�oices shal] 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 «�orked at the work site.
D. Unless other�a�ise expressly authorized in the Contract, the Contractor shall pass through all
Subcontract and other authorized expenses at actual cost ���ithout markup.
E. Federal excise taxes, State ta�.es, or City sales taxes must not be included in the invoiced amount.
The City will furnish a tax exemption certificate upon request.
] 3. 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,
tuhichever 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 pai�tial shipments or deliveries are authorized by the Cit}�, the Contractor ���ill be paid for the partial
shipment or delivery, as stated above, provided that the invoice matches the shipment or delive�y.
D. The City may withhold or set off the entire payment or part of any payment otherwise due the
Contractor to such e�tent 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 Conh•actoi• to pay Subcontractors, or for labor, materials or equipment;
iv. damage to the property of the City or the City's agents, employees or conn•actors, which is not
covered by insurance required to be provided by the Contractor;
v. reasonable evidence that the Contractor's obligations ���ill not be completed within the time
specified in the Contract, and that the unpaid balance would not Ue adequate to cover actual or
liquidated damages for the anticipated delay;
vi. failure of the Contractor to submit proper invoices ���ith purchase order number, with all required
attachments and supporting
documentation; or
vii. failure of the Contractor to comply with any material provision of the Contract Documents.
E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent ta�es, 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, surcha�ges, or penalties to the City for
payments made by credit card or electronic funds transfer,
G. The awarding or continuation of dlis contract is dependent upon the availability of funding. The City's payment
obligations are payable only and solely fi•om funds Appropriated and available for this contract. The absence of
Appropriated or other ]a���fully available funds shall render the Conh•act 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 «rill 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 other���ise stated in the contract terms.
15. FINAL PAYMENT AND CLOSE-OUT:
RFP 5072 Page 6 of 21
A. If a DBE/MBE/WBE Progcam Plan is agreed to and the Contractor has identified Subcontractors, the Contractor
is required to submit a Contract Close-Out MBE/WSE 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 botl� may be
withheld if the Contractor is not in compliance with the requirements as accepted by the City.
B. The making and acceptance of final payment will constitute:
i. a waiver of all claims by the City against the Contractor, except claims (I) which have been previously
asserted in writing and not yet settled, (2) arising fi•om defective work appearing after final inspection, (3) arising
fi•om failure of the Contractor to comply with the Conn•act or the terms of any ���arranty 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
specia] tooling equipment and any pt•ocess sheets related thereto shall become the property of the City and shall be
identified by the Contractor as such.
17. RIGHT TO AUDTT:
A. The City shall have the right to audit and make copies of the bool:s, recoids and computations pertaining to the
Contract. The Conri�actor 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 shal] be available, within ten (10) business days of written request. Fwrther, the Contractor shall also
require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other
evidence pei•taining to the Contract, and to allow the City similar access to those documents. All books and records
will be made available ���ithin a 50 mile radius of the City of Denton. The cost of the audit ���ill be borne by the City
unless the audit reveals an overpayment of 1% or gc•eater. If an overpayment of 1% or greater occurs, the reasonable
cost of the audit, including any travel costs, must be boi•ne by the Contractor which must be payable within five (5)
business days of receipt of an invoice.
B. Failure to comply �vith the provisions of this section shall be a matei•ial breach of the Contract and shall
constitute, in the City's sole discretion, grounds for termination thereof. Each of the terms "books", "records",
"documents" and "other evidence", as used above, shall be construed to include drafts and electi•onic files, even if
such drafts or electironic 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 agi•eed to Plan, the Contractor shall comply with
all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as
provided in the Contractor's Plan. The Contractor shall not substitute any Subcontractor identified in the Plan,
unless the substitute has been accepted by the Cit�� in r�n•iting. No acceptance by the City of any Subcontractor shall
constitute a waiver of any rights or remedies of the City �vith respect to defective deliverables pi•ovided by a
Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract
Awards and E�penditures Repoirt to the Procurement Manager, no later than the tenth calendar da}� of each month.
B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract bet�veen the
Contractor and Subcontractor. The terms of the subconn•act may not conflict with the terms of the
Contract, and shall contain provisions that:
i. require that all deliverables to be provided by tl�e Subcontractor be provided in strict accordance �n�ith the
provisions, specifications and terms of the Contcact;
ii. prohibit the Subcontractor fi�om further subcontracting any portion of the Contract ���ithout 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 Subconh•actors to submit all invoices and applications foc• payments, including any claims for
additional payments, damages or othervvise, to the Contractor in sufficient time to enable the Contractor to include
same ���ith its invoice or application for payment to the City in accordance with the terms of the Conh•act;
iv. require that all Subconn•actors obtain and maintain, throughout the term of their conh•act, insurance in
the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear;
and
v. requii•e that the SubcontracLor indemnify and hold the City harmless to tl�e sanie extent as the Contractor
RFP 5072 Page 7 of 21
is required to indemnify the City.
C. The Conn�actor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the
Contractor is responsible for the Conh•actor's o�n�n acts and omissions. Nothing in the Contract shall create for the
benefit of any such Subcontractor any contractua] 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 Contractot• not later
than ten (10) calendar days after receipt of payment from the City.
19. WARRANTY-PRICE:
A. The Contractor wai�•ants the prices quoted in the Offer are no higher than the Contractor's current prices on orders
by others for ]il.e deliverables under similar terms of purchase.
B. The Contractor certifies that the prices in the Offer have been arrived at independently ��rithout consultation,
communication, oc• agreement for the purpose of restricting competition, as to any matter relating to such fees ���ith
any other firm or ���ith any competitor.
C. In addition to any other remedy available, the City may deduct fi•om any amounts owed to the Contractor, or
otherwise recover, any amounts paid for items in eacess of the Contractor's cun•ent prices on orders by others for
like deli�rerables 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 fi•ee and clear of all liens, claims, secuc•ity interests and
encumbrances. The Contractor shall indemnify and hold the CiTy harmless fi•om and against all adverse title claims
to the deliverables.
21. WAItItANTY — DELIVERABLES: The Contractor ���ai�•ants and c•epresents that all deliverables sold the City
under the Contract shall be fi•ee from defects in design, ���orkmanship 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 la���s,
rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables
shall be ne�v or recycled merchandise, and not used or reconditioned.
A. Recycled deliverables shall be clearly identified as such.
B. The Contractor may not limit, eaclude or disclaim the foregoing ���arranty 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 ���ai•ranty period shall be at least one year fi•om the date of
acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the waeranty
period, one or more of the above «�arranties are breached, the Contractor shall promptly upon receipt of demand
either cepair the non-conforming deliverables, or replace the non-conforming deliverables with fully confoiming
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 boime eaclusively by the
Contractor. The City shall endeavor to give the Contractor ���ritten 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 oi• um�illing 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 fi•om the Conri•actor, and purchase conforming deliverables fi•om other
sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the
City to p�rocure such deliverables fi•om another source.
E. Ii'the Contractor is not the manufacturer, and the deliverables are co�rered by a separate manufacturer's warranty,
the Contractor shall transfer and assign such manufacturer's ���arranty to the City. If for any reason the
manufacturer's warranty cannot be fully transfen•ed to the City, the Contractor shall assist and cooperate with the
City to the fullest extent to enforce such manufacturer's «�arranty for the benefit of the City.
22. WARRANTY — SERVICES: The Conh�actor ���arrants and represenis that all services to be provided the City
under the Contract ���ill be fully and timely performed in a good and workmanlil:e manner in accordance ���ith
generally accepted indush•y standards and practices, the terins, conditions, and covenants of the Contract, and all
applicable Federal, State and loca] la���s, rules or regulations.
A. The Contractor may not ]imit, exclude or disclaim the foregoing �n�aiz•anty or any ���arranty implied Uy law, and
RF'p 5Q'72 Page 8 of 21
any attempt to do so shall be without force or effect.
B. Unless otherwise specified in the Contract, the �varranTy period shall be at least one year fi•om the Acceptance
Date. lf during the ��rarranty period, one or more of the above warranties are breached, the Contractor shall promptly
upon receipt of demand perform the services again in accordance �n�ith above standard at no additional cost to the
City. All costs incidenta] to such additional performance shall be boi•ne by tl�e 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 se�vices it may be
required to purchase under the Contract fi•om 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 se�vices fi•om another source.
23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELNERABLES: 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, ]osses and damages atri•ibutable to the City's
evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance
occw�s prior to final payment, tl�e City may deduct such amounts as are necessary to compensate the City foi• the
diminished value of the defective or non-conforming delivec•ables. 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
party's intent to perform, demand may be made to the other pa��ty for ���ritten assurance of the intent to perform. In
the event that no assurance is given within the time specified after demand is made, the demanding party may treat
this failure as an anticipatory repudiation of the Contract.
25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Conri•actor is
observed performing in a maru-ier that is in violation of Federal, State, or local guidelines, oc• in a manner that is
determined by the City to be unsafe to either life ar property. Upon notification, the Contractor will cease all work
unti] notified by the City that the violation or unsafe condition has been con�ected. The Contractor shall be liable for
all costs incuired by the City as a result of the issuance of such Stop Work Notice.
26. DEFAiTLT: 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 la�n�s 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, ��rithin 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 la��� 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, i•easonable attorne}�s' fees, cou�rt costs, and prejudgment and post judgment interest at the maximum la�vful
rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor fi•om the City's
vendor list for three (3) yeacs 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 iu
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 fizrther ���ork pursuant to the Conri•act, ���ith such exceptions, if
any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or
otherwise legally available for such puiposes, for all goods delivei•ed and seivices performed and obligations
incurred prior to the date of termination in accordance ���ith the terms hereof.
RFP 5072 Page 9 of 21
29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any repoi�t or deliverable required to be
submitted by the Contractor to the City shall be gc•ounds for the tei•mination of the Contract for cause by the Cit}� and
may result in legal action.
30. DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it
is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the
Contractor shall negotiate an equitable adjustment for costs incurred by the Conh�actor in the Contract price and
execute an amendment to the Conh•act. The Contractor must assert its right to an adjustment within thirty (30)
calendar days fi•om 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. Ho�a�ever, nothing in this provision shall excuse the
Contractor fi•om delaying the delive�y 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 sucl� an event, a conference will be held within three (3) Uusiness days to
establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perfoini.
31. INDEMNITY: A. Definitions:
i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and
liability of ever}� 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: (] ) damage to or loss of the property of any person (including, but not limited to the City, the
Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and
employees of such subcontractors; and third parties); and/or (Z) death, bodily injury, illness, disease,
workec•'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 Contractoi•, the Contractoe's subcontractors, and third
parties), ii. "Fault" shall include the sale of defective oi• non-conforming deliverables, negligence, willful
misconduct oc• a breach of any legally imposed strict liability standard.
B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CTTY)� INDEMNIFY, AND HOLD THE CTTY, TTS
SUCCESSORS, ASSIGNS, OFFICERS� EMPLOYEES AND ELECTED OFFICLALS AARMi •ESS FROM AND AGAINSTALL
INDENINIF'IED CLAIMS DIItECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THEFAULT
OF THE CONTRACTOR, OR THE CONTRACTOR�S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE
PERFORMANCE OF THE CONTRACTOR' S OBLIGATIONS iINDER THE CONTRACT. NOTHING HEREIN SHALL BE
DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING� BUT NOT LIMITED TO, THE
RIGHT TO SEEK CONTRIBUTIOIV� AGAINST ANY THIItD PARTY R'HO 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 successfu] fiim shall procure and maintain insurance of the types and in
the minimum amounts acceptable to the City of Denton. The insurance shall be ���ritten by a company licensed to do
business in the State of Texas and satisfacto�y to the City of Denton.
A. General Requirements.
i. The Contractor sliall at a minimum carry insurance in the j�pes and amounts indicated and agreed to, as
submitted to the City and approved by the City ���ithin the procurement process, for the duration of the
Contract, including extension options and hold over periods, and during an}� warranty period.
ii. The Contractor shall provide Certificates of Insurance with the coverage's and endorsements requit•ed to
the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after
written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer
to disqualification fi•om consideration for a��rard. The Contractor must also for���ard a Cei�tificate of
Insuc•ance to the City w�henever a previously identified policy period has expired, or an eatension option or
hold over period is exercised, as verification of continuing coverage.
iii. The Contractor shall not commence ���ork until the required insurance is obtained and until such
insurance has been reviewed by the City. Approval of insuc•ance by the City shall not relieve oi• decrease the
liability of the Contractor hereunder and shall not be const�ued to be a limitation of liability on the part of
the Contractor.
iv. The Contractor must submit ce�rtificates of insurance to the Cit}� for all subcontractors prior to the
RFP 5072 Page 10 of 21
subcontcactors commencing ���ork on the project.
v. The Contractor's and all subcontractors' insurance coverage shall be �na�itten by companies licensed to do
business in the State of Texas at the time the policies are issued and shall be written by companies w�ith
A.M. Best ratings of A- VII or better. The City will accept workers' compensation coverage ���ritten by the
Teaas Worke�s' Compensation Insurance Fund.
vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation
endorsements as well as the Ce�rtificate 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" insw�ance clause shall not apply to the Cit�� where the City is an additional insured sho���n
on any policy. It is intended that policies required in the Contract, covering both the City and the
Contcactoc, shall be considered primary coverage as applicable.
viii. If insurance policies are not written for amounts agreed to ���ith the City, the Contractor shall car�y
Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability
Insurance is pt•ovided, it shall follow the form of the primary coverage.
ix. The City shall be entitled, upon request, at an agreed upon location, and ���ithout expense, to revie���
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 «rhere
policy provisions are established by law or regulations binding upon either of the parties hereto or the
underti�rriter on any such policies.
x. The City resetves the right to review the insurance c•equirements set forth during the effective period of
the Contract and to make reasonable adjustments to insurance coverage, limits, and eaclusions ���hen
deemed necessary and prudent by the City based upon changes in statutory la���, 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.
�ii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if anp, stated
in policies. All deductibles or self-insui•ed retentions shall be disclosed on the Certificate of Insurance.
xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days' ���ritten notice of erosion
of the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract.
xiv. The insui•ance coverage's specified in ���ithin the solicitation and requirements are requii•ed minimums
and are not intended to limit the responsibility or liabilit�� of the Conh•actor.
B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument.
33. CLAIMS: lf any claim, demand, suit, or othei• action is asseirted against the Contractor which arises under oi•
concerns the Contract, or which could have a material adverse affect on the Contractor's ability to perform
thereunder, the Contractor shall give ���ritten 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 asseirted. Such notice shall be delivered personally or by mail and shal] be sent to the City
and to the Denton City Attorney. Personal delivery to the City Attot•ney shall be to Cit�� Hall, 215 East McKinney
Street, Denton, Texas 76201.
34. NOT'ICES: Uniess otherwise specified, all notices, requests, or other communications required or appi•opriate to
be given under the Contract shall be in ���riting and shall be deemed delivered three (3) business days after
postmarked if sent by U.S. Postal Service Ceirtified 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 Teaas Sn•eet, Denton, Texas 76209 and marked to the attention of the
Purcl�asing Manager.
RFP 5072 Page 11 of 21
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the
Contractoc• to the City shall become property of the City upon receipt. Any poi�tions 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 Te�as Public Information Act, Chapter 552, and Texas Government Code.
36. NO WARRANT'I' BY CITY AGAINST INFRINGEMENTS: The Contractor repi•esents and wan•ants 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, h•ademark, copyright, trade secret, ar 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 firom 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 �vorld of the rights associated with the City's'
ownership, aud if applicable, license rights, and its use of the deliverables infi�inges the intellectual property rights of
any third party; or (ii) the Contractor's breach of any of Conti•actoi•'s representations or warranties staled 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. Fu��ther, 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 �n�ai�•anties of Contractor.
37. CONI'IDENTIALITY: 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
]icensors consider confidentia]) (collectively, "Confidential Information"). Contractor acknowledges and ag•ees 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 lnformation ���ill substantially injure the City and/or its
licensoi•s. The Contractor (including its employees, subcontractors, agents, or representati�res) agrees that it v✓ill
maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge,
recreate, or other«�ise use the Confidential Infoi7nation «�ithout the prior written consent of the City or in a manner
not eapi•essly permitted under this Agreement, unless the Confidential Infoi�rnation is required to be disclosed by la�a�
or an order of any court or other governmental authority ���ith proper jw�isdiction, provided the Conh•actor 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. OWNERSHIP AND USE OF DELIVERABLES: The City shall o��m all rights, titles, and interests throughout
the woi•]d in and to the deliverables.
A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such
patentabfe subject matter to the City. Further, if requested by the Cit��, the Contractor agrees to assign and, if
necessa�y, cause each of its employees to assign the entire right, title, and interest to specific im�entions under such
patentable subject matter to the City and to eYecute, ackno�nrledge, and deliver and, if necessary, cause each of its
employees to execute, acknowledge, and deliver an assigmnent of letters patent, in a foi•m to be reasonably approved
by the City, to the City upon request by the Cit��.
B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their
creation, such deliverables shall be considered as w�ork made-for-hire by the Contractor for the City and the City
shall o�n�n al] copyrights in and to such deliverables, provided ho���ever, that nothing in this Paragraph 38 shall
negate the City's sole or joint o��mership of any sucl� deliverables arising by virtue of the City's sole oi• joint
authorship of such deliverables. Should by operation of la«�, such deliverables not be considered «�orks made-foi•-
hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing se�vices to the
City hereunder to e�ecute, acl:no���ledge, and deliver an assignment to the City ofl all worldwide right, title, and
interest in and to such deliverables. With respect to such �uork made-for-hire, the Coi�tractor agrees to execute,
acl:nowledge, and deliver and cause each of its employees providing services to the City hereunder to execute,
aclmowledge, and deli�rer a ���ork-made-for-hire agY•eement, in a form to be reasonably approved by the City, to the
RFP 5072 Page 12 of 21
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 delitrer all applications, specifications, oaths, assignments, and all other instruments
which the City might reasonably deem necessa�y in order to apply for and obtain copyright protection, mask wor]<
registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and
in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and
interest in and to the deliverables. The Contractor's obligations to execute, ackno�vledge, and deliver (or cause to be
executed, acknov,�ledged, 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 ���ork regish•ation 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 «�ritten reports submitted under the Contract must be originally
developed material unless otherwise specifically provided in the Conh�act. 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 Cily's prior consent, the fact that
the City has entered into the Contract, except to the extent required by la���.
41. NO CONTINGENT FEES: The Contractor ���arrants that no person or selling agency has been employed or
retained to solicit or secure the Contract upon any agreement or undeistanding for commission, percentage,
brokerage, or contingent fee, excepting bona fide employees of bona fide established commercia] or selling agencies
maintained by the Contractor for the pu�pose 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 tl�e Contract ��rithout liability and to deduct
fi�om any amounts o���ed to the Contractor, or othei•wise recover, the full amount of such commission, percentage,
brokerage or contingent fee.
42. GRATLTITIES: The City may, by written notice to the Contractor, cancel the Contract «�ithout liability if it is
determined by the City that gratuities were offered or given by tl�e Contractor or any agent or representative of the
Conh•actor to any officer or employee of the City of Devton with a view toward securing the Contract or securing
favorable treatment w�ith respect to the a���arding or amending oc the making of any determinations «�ith 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 incw•red
by the Contractor in providing such gratuities.
43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent
consultant, or elected official of the City �n�ho 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 impropi•iety in office, and any
officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation
of this pi•ovision, with the knowledge, expi•essed or implied, of the Conh�actor shall i•ender 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 seivices shall be those of an independent contractor.
The Contractor agrees and understands that the Contcact does not grant any rights or privileges established for
employees of the City of Denton, Te�as for the pu�poses of income tax, �a�ithholding, social security taxes, vacation or
sick leave benefits, worker's compensation, or any other City employee benefit. The Ciry shall not have supeivision and
control of the Contractor or any employee of the Contractor, and it is expressly understood that Conh•actor shall pet%�7n
the se�vices hereunder according to the attached specifications at the general direction of the City Manager of the Cit�� of
Denton, Texas, oi• 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 assigils, provided how�ever, that no right or interest in the Contract
shall be assigned and no obligation shall be delegated by the Contractor without the prior ���ritten conse�rt of the
City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity w�ith this
RFP 5072 Page 13 of 21
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 pai�ties that thet•e are no third party beneficiaries to the Contract.
46. WANER: 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 �a�aiver or renunciation is supported by consideration and is in
v�n�iting signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of
default by the other part}� shall operate as, or be construed to be, a permanent waiver of any rights or obligations
under the Contract, or an eapress or implied acceptance of any other eaisting or future default or defaults, whether of
a similar or different character.
47. MODIFICATIONS: The Contract can be modified or amended only by a ���riting signed by botl� parties. No
pre-printed or similar terms on any the Contractor invoice, order or other document shal] have any force or effect to
change the terms, covenants, and conditions of the Contc•act.
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 pai•ties that all provisions be construed in a manner to be fair
to both parties, reading no provisious more stcictly 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 other��ise defined in the Contract.
49. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the pai�ties agree to negotiate prior to
prosecuting a suit for damages. Ho���ever, this section does not prohibit the filing of a la���suit to toll the running of a
statute of limitations or to seek injunctive relie£ Either party may make a�na�itten request for a meeting bet���een
representatives of each party ���ithin fourteen (14) calendar days after receipt of the request or such later period as
agreed by the pai�ties. Each party shall include, at a minimum, one (1) senior level individua] 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 pa�rties have not
succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below.
Negotiation may be ���aived by a u�ritten ag•eement signed by both parties, in which event the paiKies may proceed
directly to mediation as described below.
B. If the efforts to resolve the dispute tlu•ough 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 Contractoc• 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 fi�om relying on the skills of a person ��,�ho is trained in the subject matter of the dispute or a
contract interpretation e�:pert. 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 pa�•ties agree to participate in mediation in good faith for up to thirty (30) calendar days fi•om
the date of the first mediation session. The City and the Contractor ��rill shaa•e the mediator's fees equally and the
parties will bear their o�n�n costs of participation such as fees for any consultants or attorneys they ma}� utilize to
represent them or otherwise assist them in the mediation.
50. JTIRISDICTION AND VENUE: The Contt•act 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, eacluding any rule or principle that would refer to and apply the substantive ]aw of another state oc
jurisdiction. All issues arising from this Contract shall be resolved iv the courts of Denton County, Texas and the
parties agree to submit to the e�clusive personal jw•isdiction of such coui�ts. The foregoing, however, shall not be
construed or inteipreted to limit or restcict the right or ability of the City to seek and secure injunctive relief firom
any competent authority as contemplated herein.
51. INVALIDITY: The im�alidity, 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 Cont��act. Any void provision shall be
deemed severed fi•oui the Contract and the balance of the Contract shall be construed and enforced as if the Conh•act
did not contain the particular portion or provision held to be void. The parties further agree to refoim the Contract to
RFP 5072 Page 14 of 21
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 (obsetved)
MLK Day
Memorial Day
4th of July
Labor Day
Thanksgiving Day
Day After Thanksgiving
Christmas Eve (observed)
Christmas Day (obse�ved)
New Year's Day (observed)
If a Legal Holiday falls on Saturday, it will be obseived on the preceding Friday. If a Lega] Holiday falls on Sunday,
it will be obseived on the follo��ing Monday. Normal hours of operation shall be bet«reen 8:00 am and 4:00 pm,
Monday tYu•ough Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not
within the normal hours of opei•ation 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 pai�ties, shall
survive the expiration or termination of the Contract.
54. NON-SUSPENSION OR DESARMENT CERTIFICATION:
The City of Denton is prohibited fi•om contracting with or making prime or sub-a«�ards to parties that are suspended
or debarred or whose principals are suspended or deban•ed fi•om Federal, State, or City of Denton Contracts. By
accepting a Contract with the City, the Vendoi• certifies that its firm and its principals are not currently suspended or
debarred from doing business with the Federal Goveinment, as indicated by the General Services Administration
List of Paa-ties Excluded fi�om Federal Procurement and Non-Pi•ocurement Programs, the State of Teaas, 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, sea, age, disability, creed, color, genetic testing, or
national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities i•esulting from
this RFQ.
B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall
engage in any discriminatoiy employment practice against individuals ���ith 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 directl}� 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
inco��poration into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty
(���hether or not a duty-fi•ee ent�y certificate is issued); or
(2) For components manufactured by the Contractor, all costs associated ���ith 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 «�ith the manufacture of the end product.
iii. "Domestic end product" means-
RFP 5072 Page 15 of 21
(1) An unmanufactured end product mined or produced in the United States; ar
(2) An end product manufactured in the United 5tates, 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 p�roduct" 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 ���il] 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 Governmenta] Agency. The Offeror shall submit documentation ���ith their Offer
demonstrating that the article is on an approved Governmenta] ]ist.
D. The Conri•actor shall deliver only domestic end products except to the extent that it specified delive�y of foreign
end products in the provision of the Solicitation entitled "Buy American Act Certificate".
57. RIGHT TO IlVTORMATION: 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 requu•ed to comply ���ith Provision 5159a of "Vernon's
Annotated Civil Statutes" of the State of Texas with respect to the payment of prevailing wage rates and prohibiting
discrimination in the employment practices.
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60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall
comply «�ith 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
bribeiy; (ii) §36.09 ofthe Texas Penal Code, which prohibits the offering or conferring of benefits to public
servants. The Respondent shall give all notices and comply with all lav✓s and regulations applicable to furnishing
and performance of the Contract.
6L FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-site compliance
��rith the Federal Taa Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978,
dealing with issuance of Foc•m W-2's to common law employees. Respondent is responsible for both federal and
State unemployment insurance coverage and standard Worker's Compensation insurance covecage. Respondent shall
ensure compliance with all federal and State ta� 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. Conn•actor shall indemnify the City of Denton and shall pay all costs, penalties, or
losses resulting fi•om Respondent's omission or breach of this Section.
62. DRUG FREE WORKPLACE: The contractor shall comply ���ith the applicable provisions of the Drug-Free
Work Place Act of 1988 (Public La��� ] 00-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-
fi•ee work em�ironment; and the final rule, govecnment-wide requirements for drug-fi•ee ���ork place (grants), issued
by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to
implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor
shall comply ���ith the relevant provisions thereof, including any amendments to the tinal rule that may hereafter be
issued.
63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be
liable for al] damages to govermnent-o���ned, leased, or occupied property and equipment caused by the Respondent
and its employees, agents, subcontractors, and suppliei•s, including any deli�reiy or cartage company, in connection
RFP 5072 Page 16 of 21
with any performance pursuant to the Contract. The Respondent shall notify the Cit�� of Denton Procurement
Manager in writing of any such damage ��rithin one (1) calendar day.
64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for
perfoi7nance under the Contract should it be prevented fc•om 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 ���ill be excused from any fui�ther performance or obsen�ance of
the requirements so affected for as long as such cii•cumstances prevai] and the Respondent continues to use
commercially reasonable efforts to recommence performance or observance whenever and to ���hatever extent
possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by
telephone (to be confirmed in ���riting �n�ithin five (5) calendar days ofthe 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 pei•formance 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 e�ercise of any right or remedy under the Contract shall operate to limit, impair, prec]ude,
cancel, waive oc• otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the
Contract will not be construed as a waiver of any continuing or succeeding breach.
66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract
is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or fi•om liability that
the Cit�� of Denton may have by operation of la���.
67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical
records, and any other records or books relating to the performances called for in the Contract. The Respondent shall
retain all such records for a period of four (4) years after the expiration of the Contract, or until tl�e CPA or State
Auditor's Office is satisfied that all audit and litigation matters are cesoh�ed, whichever period is longer. The
Respondent shall grant access to all books, records and documents peirtinent to the Contract to the CPA, the State
Auditor of Teaas, and any federal governmental entity that has authoi7ty to review records due to federal funds
being spent under the Contract.
RFP 5072 Page 17 of 21
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Respondents Name: Techline, Inc.
Proposed Manufacturer: Williams Metaks and WeldingAlloys, Inc.
RFP 5072 - RFP PRICING SHEET FOR SUPPLY OF ELECTRIC UTILITY 69kV & 138kV ALUMINUM PIPE BUS
Product Proposal Pricing (FOB DESTINATION):
EST. Extended Estimated
ITEM # qNNUAL UaM Type of Product Requested Unit Price Delivery
QTY * PriCe �Weeks ARO)
1 900 FT Conductor, Pipe, 6061-T6, Aluminum, 2" S.P.S, Schedule 40 $3.42 $3,078.00 4-6 weeks
2 900 FT Conductor, Pipe, 6061-T6, Aluminum, 2 1/2" S.P.S, Schedule 40 $5.32 $4,788.00 4-6 weeks
3 600 FT Conductor, Pipe, 6061-T6, Aluminum, 3" S.P.S, Schedule 40 $6.99 $4,194.00 4-6 weeks
4 200 FT Conductor, Pipe, 6061-T6, Aluminum, 3 1/2" S_P.S, Schedule 40 $$.85 $1,770.00 4-6 weeks
5 4,625 FT Conductor, Pipe, 6061-T6, Aluminum, 4" S.P.S, Schedule 40 $9.63 $44,538.75 4-6 weeks
6 4,625 FT Conductor, Pipe, 6061-T6, Aluminum, 5" S.P.S, Schedule 40 $13.02 $60,217.50 4-6 weeks
Total Estimated Annual Cost of Aluminum Bus $ 118,586.25
NU I t5:
Quoting per ASTM B241
Minimum Order Amount - $2,500
Can the initial order be delivered by March 15, 2013? YES
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Exhibit C
CITY OF DENTON
RFP FOR SUPPLY OF EL�CTRIC UTILITY 69kV & 138IcV ALLTMINUM 13US �'IP�
BUSINESS OVERVIEW QUESTIONNAXRE AND F�RMS
l. ConhactorName: 7�������, ���
2. Address(Princi��alPlaceofBusiness}:��'�� �`��� ��� �°`��'�°Y��`�� ��jf�
3, Aoes yot�r companST ha�re a�i established physical presence in the State of Te�as, or the Cit}� of
Denton? '`��
4. Ta� Pa3�er ID#: � �� �' � ��'g0�'�'� " �.
5, Email Address of Priinary contact: Y�Cv�r1ti� ���� 9'��-iv�C • �o�
6. Website Address: S'1��'�`• ��"`'`�"`�`J '����r��'r �'�� � cov�
7, Teleph�ne: � 1`� V 56 ��`� °! 4a
s, Fa�: 5� ��� 5 61 �°� �! Q�.
���'�,,t 9 Prwto�ill� ,
9. Otl�er Locations: ������ ` �� 1
10. 4rganization Class:
Pa��tnersl�ip
Indiviciva]
Caiporation �.,%
Associatiozi
11. DateEstablishec�: �°!`��
12. Former Business Natne: N��
13. Date ofDissolution; /�tA
l4. Subsidiat�l of: N��
�e,c���llle �'+�io�so�a, k�ci�. {2ec�, Sa� �-�b�ta, riav�.
t;ii�tle. �oc�, A�� 1 A41¢�:v7a1 L1�,
15. Historically Underutilized Business• Yes oi No ��Q �� ���� ,� �,�,
f�oln C��o�Q ; � � � �-(�l � Sw���t1Et " `�Y'
16. Principals and Officers: �-e'�� ����'
fs�{v�., ����n�2Y ; �c�a
Please detail z•esponsibilities witli the iiama of eac�ri�c��al�or officer. �y� ��s,,`�,,,�
'�eo��p,,; car�po�ta , t+'�Saaa�t�. , c�pP�a ,
�,yv�, o���'�t� , Y�u�cxv� �CSow�tes
l7, Key Personnel and Responsibilities: �����e,�; ���� S�&�rrE„ dlu�-�o• o�,� a,�e�a�a�.S
�o��,� , N�� Ct IC. �e��l ta,•� r�ra�v
�lease detail respoizsibiliTies «�itl� tl�e a�a�3ie of each key }�ersoYUiel. �,���, �,�'x w.�1� , N r�, �',
� $ay� w�v.a��'
U
RFP 5072 PAGE 41 OF RFP #5072 Page 19 of 21
Exhibit C
CITY OF DENTON
RFP FQR SUPPL'Y' OF �LECTRIC UTILITY 69kV 6c I.38I�V AY.UMTTV�[JM BUS PIl'E
l 8. NumUer of Persoiuiel b�T Discipline:
Disciplule e f� Numbez� of Staff # Registered
19. Has }rour coinpany �led ox• been named in any lifigation in�t�oIving youz• compa�l�� and the
Ownei� on a contract z��ithin fhe last ���e years under your currei�t compar�y nai�ie oc• an3T
othez• conipany name? Yf so provide details of tlie issues and resolution if av�ilable, I�iclude
lawsuits «�l�ez�e Owne�• ��as in��ol�Ted. o`J��
20. Please provide at least (3) tluee references (�refe��rcbly mct�ticipRTities) and contrac#
aaiaoui�ts. Ixiclude px•oject description, eontact names, positioia, and ozganization name ai�d
telephone number for each refez•ence listed. See �-lttaclunent F,
21. Ha`�e you e��ez• defaiilted on or failed to coinplete a contt�act under polu current coinpany
nazne ox• az�y otlie�• coi�ipany name? If so, «rliere and ���hy? Give z�ame and telephone nuniber
of O«rner. �tQ�
22. �ave you e��e�• liad a contract tei7ninated by the O�rne�•? I� so, ���l�ere and ��vhy? Gi��e naine
and telephone i�umber (s) of 0«�ner (s). P�j� �
23. Has youz• co�llpany impleniented an Emplo}�ee Healtl� and SafetS� P�•ogram coinplia�rt ��ith 29
CFR 1910 "General Indust��S� Standards" and/or 29 CFR I926 "General Coi�struction
Standards" as they apply to }�our Company's customary activities?
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ANDARDS&p toc le��el=1&p ke��val�ie=1926
RFP 5072 PAGE 42 OF RFP #5072 Page 20 of 21
c���i�l�'i�ic�rTO�r
RFP FOR SUPPLY OF ELECTRIC UTILITY 69kV & 138kV ALUMIlVUIYI BUS P]P�
CONFL[CT OF INTEREST QUEST(ONNAIRE FORM CIQ
For ��endor or ofhcr erson doing business v��ith tocal overnmental e�itity
This quesfiannaire reflects changes made to the law by FI.B. 1491, 80th Leg., Regular Session. OF}�ICE USE ONLI'
Tl»s questiounaire is beiug fiied in accordance ���ith chapter t76 of tlie Locat GovernmeuY Code by a person DateReceived
wl�o l�as a business relationsl�ip as defined Uy Section 176.001(!-aj �vith a lacaf governiner�tal entit�� and the
person ineets requirements u�idec Section 176.OQb{a).
By fa�i� this yuestionnaire �nust be filed �vith the records adminish�ator of tl�e local goverruuent entity not later
tlian the 7th bUSiness day after the date tl�e person becomes a�vare of facts that reGuire the statement to be filed.
See Section 17G.Q0G, Local Govermnent Code.
A person commits at} offense if the person kno�vingly viofates Section 17�.00G, Local Goverr�inenf Code. A�t
offense under this section is a Class C niisdemeanor.
i Nnme of person �sl►o has a business rel:►tionship ���ith locai go��ernment�[ entih�.
❑
2
Cl�eck fhis boa i£3�ou Az'e filing An upaRfC t0 R pre��iot�sly� filed questionnairc.
(The la�v requires that you lile ai� und�ted con�pieted qucstiomi�ire ���itU [he appropriate f]ing authoritp 2TOl later tt�a�3 the 7'� busiucss da�� after the
daEe the origin�[!p filed questioiu�aire becon�es iucanplctc or i��accnnte.)
3 h�ame of loeal govern�nent officer wi[h H�hom filer has an etnployinettl or biESincss rclationsl�ip.
Name of Officer
Thls sec€ion, (item 3 including subparts A, B, C& Q), must be compleled for each officer wiih witom the fller has an employmeni or other business
relaiionship a�ed by Section 176.04�}, Local Goverrtment Code. Ailach additional pages to this Form CfQ as necessary.
A, ts ihe loca! government officer named in this section receiving or likeEy to receive taxable income, other than lnvestment Income, from ihe
fiEer of the questionnaire?
� Yes No
B. fs lhe filer of ihe questfonnaire receiving or fikely to receive taxable income, other ihan investment income, from or at the directlon of Ihe
loeal governmenf officer named in this secii n AND Ehe taxabfe income is not received from the local governmental enlity7
Yes � No
C. Is the filert�.lis questionna3re empf�y a corporafion or ofher 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 `�o
D. Describe each affiliafian or business reiationship.
f "d� ��p��4s�"at�..
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Signature of person doing business with lhe governmentat entKy Dafe
RFP 5o�z AAGE 44 OF RFP #5072 Page 21 of 21