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2012-354ORDINANCE NO. 2012-354 AN ORDINANCE ACCEPTING COMPETITNE PROPOSALS AND AWARDING A CONTRACT FOIZ THE PURCHASE OF POLYMER STATION CLASS ARRESTERS FOR DENTON MUIVI�I�'�;L '�i,E'�TRI��; ' PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 5073-SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS AWARDED TO STUART C. IRBY COMPANY 1N THE NOT TO EXCEED AMOLJNT OF $160,000). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for the supply of Polymer Station Class Arresters for Denton Municipal Electric in accordance withthe 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 CoLU1ci1 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 inchided in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 5073 Stuart C. Irby Company $160,000 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, specifcations, standards, quantities and specifieci 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 5073 io the City Mana,g�r.pf the City of Denton, Texas, or.his .designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approvaL PASSED AND APPROVED this the � day of �� , 2012. � � MARK A. U S, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPRO D AS O LEGAL FORM: ANITA BURGESS, CITY ATTORNEY � BY: ` 4-ORD-RFP �^ Q�"� �°�Z'3�� CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND STUART C. IRBY COMPANY THIS CONTRACT is made and entered into this 18th day of December A.D., 2012, by and between Stuart C. Irb.y Com�any a corporation, whose address is 7125 Belton Street, Fort Worth, TX 76118, hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products in accordance with the City's the revised document RFP # 5073 —Sup�lv of Electric Utility Polvmer Station Class Arresters, a copy of which is attached 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) Special Terms and Conditions (Exhibit "A") (b) Revised Request for Proposal (Exhibit "B") (c) Supplier's Proposal. (Ezhibit "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 %rst 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 5073 1N WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CITY OF DENTON, TEXAS A TEXAS MUNICII'AL CORPORATION By: i ATTEST: J IFER WALTERS, ITY SECRETARY By: APPR ED AS LEGA L FORM: ANITA BURGE S C ATTORNEY By: SUPPLIER ATTEST: : APPROVED AS TO LEGAL FORM: : i RFP 5073 STUART C. IRBY COMPANY 7�Z � ��to n s � _ �'� - I,v � r � � l`X �6//� MAILING DRESS ��7-2 � �- ��G � PHONE NUMBER Eghibit A Special Terms and Conditions uantities The quantities indicated on E�ibit C are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. Product Chan�es Durin� Contract Term The supplier shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the product must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to dentonpurchasin�(a�cityofdenton.com, with the above iile number in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be returned at the supplier's expense. Products that have been installed will be replaced at the supplier's expense. Authorized Distributor The supplier shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be authorized to sell to the City of Denton, and make available the manufacturer's representative as needed by the City. Contract Terms Contract is for a one (1) year period. The City and the Awarded Supplier 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 in accordance with the provision of the section titled "price adjustments", or the section(s) titled "termination". Extension of contract terms will require mutual agreement of the parties. Price Escalation and De-escalation Prices quoted must be firm for a period of one year from date of contract award. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) for Electrical & Electronic Fabricated Plastics, excluding foam (PCU3261993261992) as found at (http://www.bls.gov/ppi/home.htm). The price will be increased or decreased based upon the annual percentage change in the PPI. The escalation will be determined annually at the renewal date. Should the PPI change exceed a minimum threshold value of +/-1%, then the stated eligible prices shall be adjusted in accordance with the PPI change. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. RFP 5073 Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar davs after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such iterns from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar davs after a determination has been issued. Pre-price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. The request can be sent by e-mail to: purchasing(a�cityofdenton.com Or mail to: Or ca1L• City of Denton City of Denton Purchasing Attn: Purchasing Manager (940) 349-7100 RFP # 5073 901B Texas Street Denton, Texas 76209 Total Contract Amount The contact total shall not exceed $160,000. Pricing shall be per Exhibit C attached. RFP 5073 Irby Revisions 02-06-13/Reviewed and approved as to legal form on 030113 MSC EXHIBIT B REVISED RFP DOCUMENT Irby Revisions 02-06-13/Reviewed and approved as to legal form on 0301.13 MSC The City of Denton Purchasing Department 901-B Texas Street Denton, Texas 76209 REQUEST FOR PROPOSALS RFP 5073 SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS FOR THE CITY OF DENTON NIGP CLASS and ITEM 285 03 Issue Date: October 1, 2012 Response due Date and Time (Central Time): Thursday, October 25, 2412, 2:00 p.m. Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS SOLICITATION CHECKLIST Checklist for RFP #5073 Title: SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS Opening Date: 10/25/2012 at 2:00 PaVI Supplier Name and Address: Stuart C. Irby Company, 7125 Belton, Street. Ft Worth, Texas 76118 Contact: Russell James — Inside Sales Associate TX Taxpayer VIN#: lnserf Phone: (817) 321-4011 Fax: (817) 284-7743 Email: james@irby.com 1. Submit one (1) original and two (2) WRITTEN copies of submittal (REQUIRED) a. Submit Written Proposal by courier, hand delivery, or mail b. Exhibit 1-Excel Pricing Sheet, Review, complete, and return 2. Email Exhibit 1 in Excel format to ebids(a�citvofdenton.com 3. Submittal Requirements (Meet Section III) • Review all requirements • Ensure your firm meets all stated minimum requirements • Documentation included supporting the evaluation criteria. • Addendum(s) Reviewed and return • Attachment C, Review, complete and return (COMPLETED WITHIN THIS DOCUMENT AND OUR PROPOSALDOCUMENT) • Attachment F, Review, complete, and return (COMPLETED WITHIN THIS DOCUMENT AND OUR PROPOSAL DOCUMENTI • Attachment G, Review, complete, and return (NOT APPLICABLE — NOT EXECUTED) • Attachment H, Review, complete, and return (NOT APPLICABLE — NOT EXECUTED) • Attachment I, Review • Attachment J, Review, complete, and return (EXECUTEDI PAGE 3 OF RFP #5073 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS Section I Section II Section III Section IV Section V Section VI Section VII Attachment A Attachment B Attachment C Attachment D Attachment E Attachment F Attachment G Attachment H Attachment I Attachrnent J Exhibit 1 TABLE OF CONTENTS General Procurement Pro.cess and Procedures Scope of Work and Services Submittal Requirements Evaluation and Award Payment and Performance Requirements Standard Terms and Conditions Not Applicable Not Applicable Business Overview Questionnaire Forms Not Applicable Not Applicable References Conflict of Interest Form Disadvantaged Business Utilization Sample Contract Documents Acknowledgment Pricing Sheet Section I PAGE 4 OF RFP #5073 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS General 1. INTRODUCTION In accordance with the provisions of Texas Local Government Code, Chapter 252, The City of Denton (the City) is requesting proposals to contract with an individual or business with considerable experience in providing goods or services of this RFP. The proposals and the cost solutions shall be submitted to the City of Denton in a sealed submission, in accordance with Texas Local Government Code 252.0415 and 252.042. The awarded individual or business shall possess a proven track record of using innovative approaches to providing goods and services that represent the best value to their clients. The awarded individual or business shall have the ability to accomplish all aspects of the requested services. The selected individual or firm should be able to provide innovative methods to deal with municipal challenges, and cost effective solutions. The City is seeking a long term supply contract for the SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS. Significant infrastructure improvements are planned over the next five years including the upgrade and installation of 14 substations projects. This contract will be utilized to supply products specified as needed as each substation is planned. The City ofDenton is eacempt from Federal Excise and State Sales Tax. A. COMMUNITY PROFILE Denton, Texas is a Main Street City in the North Texas region at the apex of Interstate 35 East and Interstate 35 West. Established in 1857, Denton is the county seat of Denton County and was named for John B. Denton. Denton is unique in composition; the city is comprised of over 92 square miles which radiate out in all directions from the downtown core, with a population of 113,000. In addition to the unique physical composition of the city, there is a unique character to the City. It is comprised of a diversity of neighborhoods and land uses that range from historical residential and commercial districts to new residential subdivisions and industrial complexes to greenbelt areas and newly annexed rural areas. Denton is home to two state universities, the University of North Texas, and Texas Woman's University, and two regional hospitals. The City is traversed by state highways, rail lines, and Interstate 35 E& W. This summer Denton County Transportation Authority (DCTA) began operation of a passenger rail service that runs from downtown Denton to the City of Carrollton, where passengers may transfer to the Dallas Area Rapid Transit (DART) system and continue travelling by rail within the Metroplex region. The rail service is accompanied by the opening of two rail stations in Denton. The City of Denton has also taken a proactive approach in its pursuit of environmental and sustainable initiatives. The City has, through DME, become a national leader in renewable energy with more wind power per capita than any other city in the United States and through Denton Solid Waste, become a national leader in sustainability and environmental stewardship through various award winning programs. PAGE 5 OF RFP #5073 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS B. BACKGROUND The City of Denton has experienced significant growth over the past few years and significant utilization of goods and services to meet the ever growing needs of a vibrant community has driven the need to obtain long term commitments to supply materials and services. The City desires an innovative solution that ensures a successful approach to provide goods and services; and allows for fluid responsiveness to upcoming changes — both anticipated and unforeseen. The use of technological opportunities throughout the service delivery is encouraged. 2. NIINIMUM SUBMISSION REQUIREMENTS The following minimum requirements must be demonstrated in order for the submission to be considered responsive to the City of Denton. Any proposal received, which is determined to not rneet these mandatory requirements shall be imrnediately disqualified and rejected as non- responsive. • Five (5) years experience providing similar products or services in the North Texas area. • Three (3) references frorn governmental entities for the products or services requested. The City prefers references from municipalities of similar size. • A defined level of industry knowledge and understanding. • Authorized Hubbell/OB manufacturer or distributor authorized by the manufacturer to sell to the City of Denton, Texas. • Ability to supply products as specified 3. CONTRACT TERM It is the intention of the City of Denton to award a contract for a one (1) year period. The City and the Awarded Supplier shall have the option to renew this contract for an additional four (4) one- year periods. Materials and services undertaken pursuant to this RFP will be required to commence within fourteen (14) days of delivery of a Notice to Proceed. The services shall be accomplished per the Scope of Work and Services as identified in Section III and the Procurement Process and Procedures as outlined in Section II. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date in accordance with the provision of the section titled "price adjustments", or the section(s) titled "termination". Extension of contract terms will require mutual agreement of the parties. PAGE 6 OF RFP #5073 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS 4. PRICING Firm Price Pricing and discounts proposed is firm for the initial one-year period specified in the solicitation. Price decreases are allowed at any time. Price increases shall only be considered as stipulated below in paragraph #5, "PRICE ADJUSTMENTS". Price Decreases/Discount Increases Supplier is required to immediately implement any price decrease or discount increase that may become available. The City of Denton must be notified in writing for updating the contract. 5. PRICE ADJUSTMENTS [N/A — no labor in Irby contracts.] 6. SUBSTITUTIONS Substitutions are not permitted without the written approval of The City of Denton Purchasing Department. 7. DISQUALIFICATIONS Any terms and conditions attached to a solicitation will not be considered unless specifically referred to on a solicitation and may result in disqualiiication. Any proposals that do not clearly outline all qualifications may be disqualified. 8. INTELLECTUAL PROPERTY INDEMNIFICATION [N/A to this contract.] 9. RIGHTS TO DATA, DOCUMENTS, AND COMPUTER SOFTWARE (GOVERNMENTAL ENTITY OWNERSffiP) Any software, research, reports studies, data, photographs, negatives or other documents, drawings or materials prepared by Supplier in the performance of its obligations under this contract shall be the exclusive property of the City of Denton and all such materials shall be delivered to the City by the Supplier upon completion, termination, or cancellation of this contract. Supplier may, at its own expense, keep copies of all its writings for its personal files. Supplier shall not use, willingly allow, or cause to have such materials used for any purpose other than the performance of Supplier's obligations under this contract without the prior written consent of the City; provided, however, that Supplier shall be allowed to use non- confidential materials for writing samples in pursuit of the work. The ownership rights described herein shall include, but not be limited to, the right to copy, publish, display, transfer, prepare derivative works, or otherwise use the works. PAGE 7 OF RFP #5073 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS Any item deemed "confidential and proprietary" by Supplier and/or its represented manufacturer(s) will be designated and noted as such prior to and at the time of submission to City of Denton. 10. ADDING NEW PRODUCTS OR SERVICES TO THE CONTRACT AFTER AWARD Following the Contract award, ADDITIONAL services or products of the same general category that could have been encompassed in the award of this contract, and that are not already on the contract, may be added. A formal written request rnay be sent to successful Contractor (s) to provide a proposal on the additional services and shall submit proposals to the City of Denton as instructed. All prices are subject to negotiation with a Best and Final Offer ("BAFO"). The City of Denton may accept or reject any or all pricing proposals, and may issue a separate RFP or 1FB for the products after rejecting some or all of the proposals. The , commodities and services covered under this provision shall conform to the statement of work, specifications, and requirements as outlined in the request. Contract changes shall be made in accordance with Local Government Code 252.048 11. COOPERATIVE PURCHASING / PIGGYSACK OPTION [N/A to this contract.] 12. QUANTITIES The quantities indicated on the Pricing Sheet (E�ibit 1) are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the prices. Individual purchase orders will be issued on an as needed basis. 13. PRODUCT CAANGES DURING CONTRACT TERIVI The supplier shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the product must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to purchasin ,citvofdenton.com, with the RFP number in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be returned at the supplier's expense. Products that have been installed will be replaced at the supplier's expense. 14. AUTHORIZED DISTRIBUTOR The Supplier shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be authorized to sell to the City of Denton, and make available the manufacturer's representative as needed by the City. 15. SAlV�LES PAGE 8 OF RFP #5073 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS Supplier will make samples available as approved by its represented and approved manufacturers in style and quantities that are "reasonable and appropriate" for the situation. Any such requirement for charges for samples or demonstration material(s) will be presented in writing for approval prior to any action taking place. PAGE 9 OF RFP #5073 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS Section II Procurement Process and Procedures 1. SCHEDULE OF EVENTS The City of Denton reserves the right to change the dates indicated below: Solicitation Schedule: Issue RFP: Deadline for Submission of Questions: Deadline for Submission of Proposal: Evaluate and rank initial results: Completion of Negotiations: Official Award: 10/1/2012 10/18/2012 at 2:00 PM Central Time 10/25/2012 at 2:00 PM Central Time 11/9/2012 11/30/2012 12/18/2012 The City of Denton is using the RFP `Issue Date' as noted in the Schedule of Events above as the official 30 day notification requirement for an interview with a firm. 2. PROPOSERS COST TO DEVELOP SUBMITTAL Respondents to this RFP are responsible for all costs of submittal preparation, delivery and any oral presentations required as part of the selection process. All materials submitted in response to the RFP become property of the City of Denton and will be returned only at the option of the City. 3. 4. 5. MIlvIMUM RESPONSE Submittals that do not, at a minimum, contain the information as specified under Section N and E�ibit 1 Pricing Sheet will be subject to disqualification at the sole discretion of the City of Denton. If any Fum submitting a Proposal is a corparation, it must be registered to conduct business in the State of Texas. Proof of this registration must be included as part of the submittal. VALIDITY PERIOD The infortnation included in the solicitation response(s), and any cost infortnation obtained from a negotiation process, remain valid for 120 days from the response due date or until the contract is approved by the governing body. REJECTION OF SUBNIITTAL ANY PROPOSAL SUBMITTED AFTER THE DUE DATE AND TIME SPECIFIED WITHIN SECTION IV, SI3ALL BE REJECTED. THE CITY SHALL REJECT PROPOSALS SUBMITTED BY FIRMS THAT DO NOT MEET 1VIIlVIMUM QUALIFICATIONS. PAGE 10 OF RFP #5073 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS The City of Denton reserves the right to reject any and all submittals received in response to the RFP and to waive any minor technicalities or irregularities as determined to be in the best interest of the City. 6. PROPRIETARY INFORMATION If a Proposer does not desire proprietary infortnation in the Proposal to be disclosed, the Proposer shall identify all proprietary information in the�Proposal. This identification will be accornplished by individually marking each page or line item detail with the words "Proprietary Information". If the Proposer fails to identify proprietary information, the Proposer agrees that by submission of its Proposal, that those sections shall be deemed non-proprietary and made available upon public request. Proposers are advised that the City, to the extent permitted by law, will protect the confidentiality of all Proposals. Proposer shall consider the implications of the Texas Public Information Act, particularly after the RFP process has ceased and the Contract has been awarded. While there are provisions in the Texas Public Information Act to protect proprietary information, where the Proposer can meet certain evidentiary standards, please be advised that a determination on whether those standards have been met will not be decided by the City of Denton, but by the Office of the Attorney General of the State of Texas. In the event a request for public information is made, the City will notify the Proposer, who may then request an opinion from the Attorney General pursuant to 552.305, Texas Government Code. The City will not make a request of the Attorney General. 7. NON-ENDORSEMENT If a Proposal is accepted, the successful Proposer shall not issue any news releases or other statements pertaining to the award or servicing of the agreement that state or imply the City of Denton's endorsement of the successful Proposer's services. 8. UNAUTHORIZED COMMUNICATIONS After release of this solicitation, Proposer contact regarding this RFP with members of the RFP evaluation, interview or selection panels, employees of the City or officials of the City other than the Purchasing Manager, or authorized City of Denton purchasing staff, or as otherwise indicated is prohibited and may result in disqualification from this procurement process. No officer, employee, agent or representative of the Proposer shall have any contact or discussion, verbal or written, with any members of the City Council, members of the RFP evaluation, interview, or selection panels, City staff or City's consultants, or directly or indirectly through others, seeking to influence any City Council member, City staff, or City's consultants regarding any matters pertaining to this solicitation, except as herein provided. If a representative of any Proposer violates the foregoing prohibition by contacting any of the above listed parties with who contact is not authorized, such contact may result in the Proposer being disqualified from the procurement process. Any oral comrnunications are considered unofficial and non- binding with regard to this RFP. PAGE 11 OF RFP #5073 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS 9. ADDENDUMS Proposers are required to submit signed addendum acknowledgement(s) with their proposal. Proposers will be responsible for monitoring the City of Denton Purchasing Website at: http://www.cityofdenton.com/index.aspx?pa�e=397 to ensure they have downloaded and signed all addendum(s) required for submission with their proposal. 10. CONTACT BETWEEN PROPOSER AND THE CITY OF DENTON Respondents shall direct all inquiries and communications concerning this RFP to the Point of Contact(s) listed below: Citv of Denton Procurement Point of Contact: Karen E. Smith Senior Buyer 901-B Texas Street Denton, TX 76209 (940) 349-7100 Fax: (940) 349-7302 karen.smith a,citvofdenton.com PAGE 12 OF RFP #5073 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS Section III Scope of Work and Services 1. SCOPE OF WORK AND SERVICES The scope of work shall be imalized upon the selection of the Firm. The proposal submission shall have accurately described your understanding of the objectives and scope of the requested products and services and provided an outline of your process to implement the requirements of the Scope of Work and Services. It is anticipated that the scope proposal submission will include, at a minirnum, the following: A. TECHNICAL RESPONSIBILITIES AND REQUIREMENTS [INSERT APPROPRIATE INFORMATION FOR THIS RFP] The City has implemented a pre-approval process for substitution cornmodities and services. The commodity approval form can be obtained via email (karen.smith(�a,cityofdenton.com). Supporting documentation or samples must be submitted for review by Purchas�ng, Engineering, field crews, QAG (Quality Assurance Group), and the manager of DME. Testing may be required and may take substantial time to review. Vendors are encouraged to submit forms and samples for consideration on the next solicitation for similar items. B. GENERAL RESPONSIBILITIES AND REQUIREMENTS 1. Safety and Environmental Hazards [N/A — Materials only contract; Supplier will not be supplying services on City property.] 2. Contractor Standards of Performance [N/A to this contract.] 3. Performance Liquidated Damages [N/A to this contract.] 4. Insurance [N/A - Materials only contract; Supplier will not be supplying services on City property.] 6. Contracts PAGE 13 OF RFP #5073 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS The successful awarded vendor will be required to sign an original contract. A sample contract is provided in Attachment I— Sample Contract. Respondents shall review the document and note exceptions in the proposal. C. Anticipated Problems and Proposed Solution Respondent shall offer written observations, based upon previous experiences in public projects of this magnitude, addressing any anticipated problems and offer proposed solutions to those problems. PAGE 14 OF RFP #5073 I"rby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS Section IV Submittal Requirements Proposals shall address the following criteria. For consideration, the proposal must submit the minimum criteria noted below. Other information, if provided, shall be included as appendices at the back of the proposal. A firm may submit a solicitation response for one or more of the categories of services requested in this RFP. The City of Denton shall accept written submissions only, until (October 25, 2012 at 2:00 PM). Firms shall submit one original copy signed by an officer authorized to bind the company, and 3 copies of the completed response to this solicitation in a sealed envelope. Additionally, the respondent shall provide a formatted CD(s) or memory drive, cor�taining a complete copy of the 5upplier's response to this solicitation, or submit electronically to ebids@cityofdenton.com. The format shall be in Microsoft Office format. Submit t�ip cin� for requested services as provided rn Exhibit 1. Pricing shall be provided in hard copy with the written submission, and also e-mailed in Excel to ebids(a�,citvofdenton.com before the proposal due date. The format shall be in Microsoft Word and Excel format only. Submittals shall include on the envelope and the cover sheet the following information: Request for Proposals (RFP) # 5073- SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS Proposals may be hand delivered (by firm or express courier) to the address listed below; however, e-mailed only submittals will not be accepted. Additionally, no oral, telephone, telegraphic, or facsimile proposals will be accepted. Where solicitation responses are sent by mail or courier, the responsibility of timely delivery is the respondent's. Pages should be numbered and contain an organized, paginated table of contents corresponding to the section and page of the submittal. Appendices may be used for general firm information. The solicitation response shall be no mare than 200 pages in length (excluding sample contracts, directories, and lists, etc.). All submittals, whether mailed or delivered by courier shall be sent to and received no later than (October 25, 2012) at 2:00 n.m., Central Time at the following address: City of Denton Attention: Elton D. Brock, MBA, CTPM, CTCM, C.P.M. Purchasing and Materials Manager 901B Texas Street, Denton, TX 76209 940-349-7100 Written proposals must be submitted by 2:00 p.m. on the response due date. Any pronosal received after the date and/or hour set for nroposal opening will be returned unopened. The City of Denton reserves the right to accept or reject in part or in whole any proposals submitted, and to waive technicalities of the submission, in the best interest of obtaining best value for the City. PAGE 15 OF RFP #5a73 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS Each Contractor is responsible for taking the necessary steps to ensure their proposal is received by the date and time noted herein. The City is not responsible for missing, lost or late mail or any mail delays, internal or external, that may result in the proposal arriving after the set time. Proposals shall include on the envelope and the cover sheet with the RFP number and name. 1. COVER SHEET Include Respondent Company name, contact information, RFP number and name. 2. BUSINESS OVERVIEW QUESTIONAIRE — ATTACHMENT C 3. RELEVANT EXPERIENCE AND CAPABILITIES The respond'mg individual or business shall provide pertinent information about the individual or business and related experience(s) with the requested products or services. Indicate what resources the individual or business will have available to allocate to the project. The respondent must currently be licensed to perform work in the State of Texas. A copy of current licensing must be included in your proposal. Relevant experiences and capabilities of the individual or business team members and team as a whole will be rated by the City by a review of both completed and on-going assignments, years of relevant experience in communities of comparable size, and credentials; greater weight will be given to project experience within the past five (5) years containing the team members proposed: a. Five (5) years experience with similar products or services, provide a description. b. A standard license or certification, if applicable. c. A defined level of industry knowledge and understanding d. The individual or business must be registered by the State of Texas or the County of Denton as a business and the must have all licensure required by the State to provide any services. e. The individual or business must disclose any business relationship that would have an effect, of a conflict of interest. A conflict of interest statement must be signed as part of the contract negotiated with the awardee(s). f. Must be an authorized Hubbell/OB manufacturer or distributor authorized by the manufacturer to sell to the City of Denton, Texas. 4. DISCLOSURES a. Respondent shall detail any and all relevant history of litigation involving public proj ects. b. Respondent shall detail any and all exceptions within the proposal response. PAGE 16 OF RFP #5073 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS 5. REFERENCES Respondent shall provide references including contact �names, e-mail addresses and current, correct phone numbers of Firms or public entities for which you have performed similar professional services. Respondent shall complete Attachment F— References. 6. FEE STRUCURE -PRICING • Submit pricing for requested products or services as provided in E�ibit 1. Pricing shall be provided in hard copy and emailed in Excel to ebids(a�cityofdenton.com before the proposal due date. 7. EQUIPMENT SCHEDULE — NOT APPLICAELE S. SAFETY RECORD — NOT APPLICABLE 9. MANUFACTURER STANDARD WARRANTY- Include a copy of the standard warranty for the products proposed. 10. ADDITIONAL GENERAL REQUIREMENTS Prior to commencement of the services, the City and selected individual or business will conduct an initial meeting to review the overall scope, schedule, deliverables and planning process to implement a successful program. a. The awarded Supplier shall provide to the City of Denton, detailed reports of time and services provided to the City on a monthly basis. b. Staff available to assist the selected provider is lirnited; the proposals submitted should not anticipate extensive staff assistance during equipment repairs or maintenance. PAGE 17 OF RFP #5073 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS Section V Evaluation and Award 1. EVALUATION PROCEDURES Selection of a Firm(s) to provide the aforementioned services will be in accordance with the City of Denton Purchasing Policies and procedures and the State of Texas Local Government Code 252.043. The City of Denton shall open all proposals and evaluate each respondent in accordance to the below criteria: Step 1: The City of Denton will evaluate the Proposal submission in accordance with the selection criteria and will rank the Firms on the basis of the submittals. The City of Denton, reserves the right to consider information obtained in addition to the data submitted in the ProposaL The selection criterion is listed below: a) Indicators of Probable Performance under contract (FACTOR: 10%). Indicators of probable performance under the contract to include: past vendor performance, financial resources and ability to perform, experience or demonstrated capability and responsibility, references, and the vendor's ability to provide reliable maintenance agreements and support. b) Delivery Timeframe (FACTOR: 10%). The delivery time frame for goods after receipt of order (A.R.0) c) Price, Total Cost of Ownership (FACTOR: 80%). The price of the items, to include total cost of ownership, such as installation costs, life cycle costs, and warranty provisions. In addition to the above factors, others that can be utilized as stated within Local Government Code 252.043 are: (1) the extent to which the goods or services meet the City's needs, (2)the impact on the ability of the City to comply with the laws and rules related to contracting with historically underutilized businesses and non-profit organizations employing persons with disabilities, (3) the long term cost to the City to acquire the respondents' goods and services, and (4) any relevant criteria specifically listed in the solicitation by the City. The total possible score of the proposals shall be scored and weighted as indicated in Section V, Step 1 items a-c. Based on the outcome of the computations performed, each proposal will be assigned a raw scare. The PAGE 18 OF RFP #5073 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS assigned weight wi11 then be applied to these scores to calculate an overall score for each proposal for completion of the final scoring process. The proposals shall be evaluated utilizing standard tools, based upon the weighted factors above, and will be assigned a final score. The City of Denton will proceed to Step 2, with the Firm(s) that are considered within the competitive range and present an overall best value to the City of Denton. Step 2: After the final ranking of the proposals and determination of Firm(s) that provide a best value to the City and are within the competitive range, provided the City of Denton elects to proceed without oral discussions, the City will immediately proceed to negotiate final pricing, terms and conditions with the highest ranked Firm or Firms. The City of Denton � elect to conduct oral discussions, request clarifications, and presentations concerning the project approach and ability to furnish the requirements, as part of the negotiation process. The City may elect to utilize a Best and Final negotiation phase to determine the Firm that provides the overall best value to the City. Step 3: The City of Denton Procurernent Department shall provide a written recommendation to the City of Denton City Council, which represents "best value" and request authorization to proceed with contract execution for the proposed services. In accordance with Local Government Code 252.049, trade secrets and coniidential information in competitive sealed bids are not open for public inspection. All proposals shall be opened in a manner that avoids disclosure of the contents to competing offerors and keeps the proposals secret during negotiations. A public opening will not be conducted with this process. THE AWARD PROCESS IS .CONSIDERED OPEN AND ON-GOING UNTIL ALL FINAL NEGOTIATIONS HAVE CONCLUDED. After the contract has been awarded all proposals are open for public inspection and the unsuccessful respondent(s) may request a debriefing regarding their submittal. Please contact the City of Denton Materials Management staff to document the request for a debrieimg. A meeting with the City of Denton Materials Management Staff and the using Department shall be provided in a timely manner 2. AWARD The City reserves the right to award by line item, section, or by entire proposal; whichever is most advantageous, or provides the "best value" to the City, unless denied by the offeror. PAGE 19 OF RFP #5073 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS 3. PREFERENCES Environmentally Preferable Purchasing Policy Texas Local Government Code, Sec. 271.907. VENDORS THAT MEET OR EXCEED AIR QUALITY STANDARDS. . (a) In this section, "governmental agency" has the meaning assigned by Section 271.003. (b) This section applies only to a contract to be performed, wholly or partly, in a nonattainment area or in an affected county, as those terms are defined by Section 386.001, Health and Safety Code. (c) A governmental agency procuring goods or services may: (1) give preference to goods or services of a vendor that demonstrates that the vendor meets or exceeds any state or federal environmental standards, including voluntary standards, relating to air quality; or (1) require that a vendor demonstrate that the vendor meets or exceeds any state or federal environmental standards, including voluntary standards, relating to air quality. (d) The preference may be given only if the cost to the governmental agency for the goods or services would not exceed 105 percent of the cost of the goods or services provided by a vendor who does not meet the standards. The cost may not exceed $100,000. This provision shall comply with City of Denton Resolution R2007-032. PAGE 20 OF RFP #5073 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS Section VI Payment and Performance Requirements 1. PAYMENT AND INVOICES: All proposals shall specify terms and conditions of payment, which will be considered as part of, but not control, the award of proposals. City review, inspection, and processing procedures ordinarily require thirty (30) days after receipt of invoice, materials, or services. Proposals which call for payment before thirty (30) days from receipt of invoice, or cash discounts given on such payment, will be considered only if, in the opinion of the Purchasing Manager, the review, inspection, and processing procedures can be completed as specified. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract administrator. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. Upon contract award, suppliers are encouraged to receive payments through direct deposit. Additional information regarding direct deposit payments is available at www.dentonpurchasing.com 2. TAX EXEMPTION: The City of Denton qualifies for sales tax exemption pursuant to the provisions of Article 20.04 (F) of the Texas Limited Sales, Excise and Use Tax Act. Any Contractor performing work under this contract for the City of Denton may purchase materials and supplies and rent or lease equipment sales tax free. This is accomplished by issuing exemption certificates to suppliers. Certificates must comply with State Comptroller's ruling #95-0.07 and #95-0.09. PAGE 21 OF RFP #5073 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS Section VII Standard Purchase Terms and Conditions 1. SUPPLIER'S OBLIGATIONS. The Supplier shall fully and timely provide all deliverables described in the Solicitation and in the Supplier'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. SUPPLIER TO PACKAGE DELIVERABLES: The Supplier will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Supplier's name and address, (b) the City's name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Supplier shall bear cost of packaging. Deliverables shall be suifably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Supplier 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, except where deliverables are shipped directly from a manufacturer to the City, when F.O.B. Shipping Point will apply. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Tertns and Conditions except where deliverables are shipped directly from a manufacturer to the City, when F.O.B. Shipping Point will apply. Unless otherwise stated in the Offer, the Supplier'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 in instances where the City is paying freight. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City has the right to inspect the Supplier's or the Supplier's manufacturer's facilities, the Supplier shall furnish, or cause to be furnished, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE. TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach; however, Supplier shall be PAGE 22 OF RFP #5073 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS afforded an opportunity to promptly cure any such breach following notice of same from the City. 9. PLACE AND CONDITION OF WORK: [Intentionally omitted — materials only contract.] 10. WORI�FORCE: [Intentionally omitted — materials only contract.] 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: [Intentionally omitted — materials only contract.] 12. INVOICES: A. The Supplier 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 shiprnent or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department's Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Supplier's name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor's registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Supplier's invoice. C. 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 payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Supplier will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. Upon prior notice to Supplier specifying the amount to be withheld and a specific and detailed description of the basis for taking such action, the City may withhold or set off the entire payment or part of any payment otherwise due the Supplier to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Supplier; ii. third party claims, which are not covered by the insurance which the Supplier is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Supplier to pay Subcontractors, or for iabor, materials or equipment; PAGE 23 OF RFP #5073 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS iv. darnage 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 Supplier; v. reasonable evidence that the Supplier's obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; vi. failure of the Supplier to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or • vii. failure of the Supplier to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded frm who is in arrears to the City of Denton far 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 Supplier agrees that no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer will be executed without prior agreement with the City; however, Supplier cannot be directed to accept payment by credit card. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely frorn 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 Supplier. The City shall provide the Supplier written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TR.AVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Supplier, unless otherwise stated in the contract terms. 15. FINAL PAYMENT AND CLOSE-OUT: [Intentionally omitted — materials only contract.] 16. SPECIAL TOOLS & TEST EQUIPMENT: [Intentionally omitted — materials only contract.] 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Supplier 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 Supplier 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 PAGE 24 OF RFP #5073 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS overpayment of 1°/o or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Supplier which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City's sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: [Intentionally omitted — materials only contract.] 19. WARRANTY-PRICE: [Intentionally omitted.] 20. WARRANTY = TITLE: The Supplier 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 Supplier shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARR�INTY — DELIVER.ABLES: Supplier is not the manufacturer of the deliverables and the deliverables are covered by separate manufacturer's warranties. Supplier 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 Supplier shall assist and cooperate with the City to the fullest extent to enforce such manufacturer's warranty for the benefit of the City. SUPPLIER HEREBY DISCLAIMS AND EXCLUDES ANY AND ALL OTHER WARRANTIES REGARDING GOODS AND SERVICES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 22. WARRANTY — SERVICES: [Intentionally omitted — materials only contract.] 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORIVIING 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 Supplier shall pay all reasonable claims, costs, losses and damages attributable to the City's evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to fmal payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Supplier. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party's intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: [Intentionally omitted — materials only contract.] 26. DEFAULT: The Supplier shall be in default under the Contract if the Supplier (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 PAGE 25 OF RFP #5073 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS in Supplier's Offer, or in any report or deliverable required to be submitted by the Supplier to the City. 27. TERNIINATION FOR CAUSE: In the event of a default by a party, the other party 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 defaulting party, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the other party's reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the non-defaulting party shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the non-defaulting party as a result of the defaulting party's default, including, without limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post judgment interest at the maximurn lawful rate. Additionally, in the event of a material default by the Supplier, the City may remove the Supplier from the City's vendor list for three (3) years and any Offer submitted by the Supplier 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 Supplier shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Supplier, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof, as well as any applicable order cancellation, restocking or return fees assessed by Supplier's suppliers/manufacturers, including, if applicable, payment of full invoice price if the deliverables are considered in production and non-returnable by the manufacturer thereof. 29. FRAUD: Fraudulent statements by the Supplier on any Offer or in any report or deliverable required to be submitted by the Supplier 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 Supplier if the City deems it is in its best interest. Lf such delay causes an increase in the cost of the work under the Contract, the City and the Supplier shall negotiate an equitable adjustment for costs incurred by the Supplier in the Contract price and execute an amendment to the Contract. The Supplier 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. 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, lal�or 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 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 perfortn. PAGE 26 OF RFP #5073 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS 31. INDEMNITY: A. Definitions: i. "Indemnif'ied 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 Supplier, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Supplier, the Supplier's subcontractors, and third parties). ii. "Fault" shall include the sale of defective or non-confortning deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. TO THE EXTENT PROVIDED BY APPLICABLE LAW, EACH PARTY SI�ALL DEFEND (AT THE OPTION OF THE OTHER PARTY), INDEMNIFY, AND HOLD THE OTHER PARTY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCEI2NING OR RESULTING FROM THE FAULT OF SUCH PARTY, OR SUCH PARTY'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF SUCH PARTY'S OBLIGATIONS UNDER THE CONTR.ACT; PROVIDED, HOWEVER, THAT THE FOREGOING INDEMNIFICATION OBLIGATIONS SHALL NOT APPLY TO ANY LIASILITIES TO THE EXTENT PROVEN TO BE CAUSED BY THE NEGLIGENCE OR WILLFUL MISCONDUCT OF THE PARTY SEEHING INDEMNIFICATION. NOTHING HEREIN SHALL BE DEEMED TO LINIIT THE RIGHTS OF THE CITY OR THE SUPPLIER (INCLUDING, BUT NOT LINIITED TO, THE RIGHT TO SEEK CONTRIBUTIOl� AGAINST ANY THIRD PARTY WFIO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Attachment A. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Supplier shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Supplier 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 Supplier must also forward a Certificate of Insurance PAGE 27 OF RFP #5073 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS to the City whenever a previously identiiied policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Supplier 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 Supplier hereunder and shall not be construed to be a limitation of liability on the part of the Supplier. - iv. The Supplier must submit certificates•of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Supplier's and all subcontractors' insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers' compensation coverage written by the Texas Workers' Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The "other" insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Supplier, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Supplier shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the clair�s history of the industry or financial condition of the insurance company as well as the Supplier. PAGE 28 OF RFP #5073 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS xi. The Supplier 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 Supplier shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles ar self-insured retentions sh�ll be disclosed on the Certificate of Insurance. xiii. The Supplier shall endeavar to provide the City thirty (30) calendar days' written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract. xiv. The insurance coverage's specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Supplier. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any clairn, demand, suit, or other action is asserted against the Supplier which arises�under or concerns the Contract, or which could have a material adverse affect on the Supplier's ability to perform thereunder, the Supplier shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Supplier. Such notice to the City shall state the date of notiiication 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 clairn 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 Ciry Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Supplier shall be sent to the address specified in the Supplier's Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGH�'S TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Supplier to the City shall become property of the City upon receipt. Any portions of such material claimed by the Supplier 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 Supplier represents and warrants to the City that Supplier shall provide the City good and indefeasible title to the deliverables. Supplier shall transfer or pass through to the City the benefit of all manufacturers' warranties and indemnities against infringement of patents, trademarks, copyrights, trade secrets, or any other intellectual property rights of any kind of any third party. 37. CONFIDENTIALITY: In arder to perform this Contract each party may require access to certain of the other party's and/or its licensors' confidential information (including inventions, PAGE 29 OF RFP #5073 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS employee information, trade secrets, confidential know-how, coniidential business information, and other information which such other party or its licensors consider confidential) (collectively, "Confidential Information"). Each party acknowledges and agrees that the Coniidential Information is the valuable property of the owner of such and/or its licensars and any unauthorized use, disclosure, dissemination, or other release of the Conf'idential Information will substantially injure the other party and/or its licensors. Each party (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information of the other party in strict conf'idence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the other party 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 party subject to such legal process promptly notifies the other party before disclosing such information so as to permit the other party reasonable time to seek an appropriate protective order. Each party agrees to use protective measures no less stringent than it 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: [N/A — Intentionally deleted.] 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifcally 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 Supplier 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 Supplier warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Supplier 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 Supplier, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Supplier, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Supplier or any agent or representative of the Supplier to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Supplier in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any PAGE 30 OF RFP #5073 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS willful violation of this section shall constitute impropriety in ofiice, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including disrnissal. Any violation of this provision, with the knowledge, expressed or implied, of the Supplier shall render the Contract voidable by the City. The Supplier 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 Supplier's services shall be those of a material supplier. The Supplier agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control of the Supplier or any employee of the Supplier, and it is expressly understood that Supplier 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 Supplier 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 Supplier without the prior written consent of the City. Any attempted assignment or delegation by the Supplier shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Supplier or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Supplier invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive staternent of the terms of their agreement. No course of priar dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term deiined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC deiinition 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 PAGE 31 OF RFP #5073 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision- making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, ar 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 Supplier agree to act in good faith in the selection of the mediator and to give consideration to qualiiied 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 Supplier will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist thern in the mediation. 50. JURISDICTION AND VENiTE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seelc and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: PAGE 32 OF RFP #5073 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS 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 Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARlVIENT 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, ar City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY ANI�RICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) PAGE 33 OF RFP #5073 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS To the extent that materials meeting the City's specifications can be sourced as a"Domestic end product," the following federally funded requirements are applicable, in addition to the specific federally funded requirements detailed in Attachment C. A. Definitions. As used in this paragraph — i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Supplier, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Supplier, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product 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 are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. l0a - l Od) 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 foreigi articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Supplier shall deliver only dornestic 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. PAGE 34 OF RFP #5073 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS 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 Supplier. 59. PREVAILING WAGE RATES: [N/A — Intentionally omitted.] 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The Supplier shall comply with all State, Federal, and Local laws and requirements. The Supplier 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 beneiits to public servants. The Supplier shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Supplier shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Supplier is responsible for both federal and State unemployment insurance coverage and standard Workers' Compensation insurance coverage. Supplier shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Supplier ar its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Supplier shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Supplier's ornission or breach of this Section. 62. DRUG FREE WORKPLACE: The Supplier shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Offce 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 Supplier shall comply with the relevant provisions thereof, including any amendments to the iinal rule that may hereafter be issued. 63. SUPPLIER LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Supplier shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Sup�lier and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Supplier shall notify the City of Denton Procurement Manager in writing of any such darnage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton and the Supplier shall not be responsible for performance under the Contract should it be prevented from performance by a Force Majeure. "Force Majeure" means any event or circumstance, or combination of events or circumstances, that arises after the date hereof, that is beyond the reasonable control of a party or its suppliers, is unavoidable or could not be prevented or overcome by the reasonable efforts and due diligence of such party or its suppliers and has an impact which will actually, demonstrably, adversely and materially affect such party's ability to perform its obligations (other than payment obligations) in accordance with the terms of the Agreement. In the event of an occurrence under this Section, the party will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the party continues to use commercially PAGE 35 OF RFP #5073 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The party so affected shall immediately notify the other party by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non- performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN INIMUNITY: 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 Supplier shall retain all imancial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Supplier shall retain all such records for a period of two (2) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Supplier shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. PAGE 36 OF RFP #5073 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS ATTACHMENT C BUSINESS OVERVIEW QUESTIONNAIRE AND FORMS 1. Supplier Name: Stuart C. Irby Company 2. Address (Principal Place of Business): 7125 Belton Street, Ft, Worth, Texas, 76118 3. Does your company have an established physical presence in the State of Texas, or the City of De�ton? Irby Response: YES 4, ;Tax Payer ID#: Iusert ID 5. Email Address of Primary contact: Russell James, Inside Sales Associate: james@irby.com 6. Website Address: www.irby.com 7. Telephone: Russell James (Direct Office Line): (817) 321-4011 8. Faac: Ft Worth Office: (817) 284-7743 9. Other Locations: Irby Response: 10. Organization Class: Irby Response: Privately Held Corporation Partnership Individual Corporation Association 11. Date Established: (Irby Response: 1926) 12. Former Business Name: Not Applicable 13. Date of Dissolution: Not Applicable 14. Subsidiary o£ Irby Response: Irby is a operating business for Sonepar, US, corporately headquartered in Philadelphia, PA 15. Historically Underutilized Business: Yes or No Irby Response: No 16. Principals and Officers: (Irby Response: Primary Officers that associate to company utility operations are as follow: . • : �. Mike Wigton President Andy Waring Chief Operating Officer PAGE 37 OF RFP #5073 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS John Honigfort Vice President - Finance Joe LeNoir Vice President of Sales Eddie Moak Vice President of Sales Chad Cravens Vice President of Sales erad Slocum Vice President of Operations 17. Key Personnel and Responsibilities: . � . : •. Russell James Inside Sales Associate — Texas Chance Anderson Sales Associate - Texas Rich McCathren District Sales Manager - Texas Mackey Beach Branch Operations Manager—Texas (Ft Worth) Susan Woodcock District Operations Manager Joe LeNoir Vice President of Sales Brad Slocum Vice President of Operations Don Corley Vice President of Strategic Sourcing 18. Number of Personnel by Discipline: Discipline Number of Staff # Registered Irby Response: Irby employs as a company 890 associates in the departmental areas of Sales, Operations, Finance (Credit and Accounting), Human Resources, Information Technology and Corporate Administration and Operations. Further details are available if needed and upon request. 19. Has your company filed or been named in any litigation involving your company and the Owner on a contract within the last five years under your current company name or any other company name? If so provide details of the issues and resolution if available. Include lawsuits where Owner was involved. (Irby Response: No) 20. Please provide at least (3) three references (preferably munici�alities) and contract amounts. Include project description, contact names, position, and organization name and telephone number for each reference listed. See attachment F. __ _ INSERT" TABLE 21. Have you ever defaulted on or failed to complete a contract under your current company name or any other company narne? If so, where and why? Give name and telephone number of Owner. (Irby Answer: No) PAGE 38 OF RFP #5073 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS 22. Have you ever had a contract terminated by the Owner? If so, where and why? Give name and telephone number (s) of Owner (s). (Irby Answer: No) 23. Has your company implemented an Employee Health and Safety Program compliant with 29 CFR 1910 "General Industry Standards" andlor 29 CFR 1926 "General Construction Standards" as they apply to your Company's customary activities? http://www.osha. ov/pls/oshaweb/owasrch.search fQrm?� doc type=STANDARDS&p toc level=l &p keyvalue=1926 (Irby Answer: As a Material Supplier, Irby maintains all necessary and appropriate Employee Health and Safety requirements, inclusive of a corporate program that monitors and documents activity, training and performance. Further information can be made available if needed and upon request.) PAGE 39 OF RFP #5073 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS ATTACHMENT F REFERENCES Please list three (3) Government references, other than the City of Denton, who can verify the quality of service your company provides. The City prefers customers of similar size and scope of work to this proposal. GOVERNMENT/COMI'ANY NAlV�: LOCATION: CONTACT PERSON AND TITLE: TBLEPHONE NTJMBER: SCOPE OF WORK: CONTRACT PERIOD: GOVERNMENT/COMl'ANY NAME: LOCATION: CONTACT PERSON AND TITLE: TELEPHONE NUMBER: SCOPE OF WORK: CON7RACT PERIOD: GOVERNMENT/CONIPANY NANIE: LOCATION: CONTACT PERSON AND TITLE: TELEPHONE NUMBER: SCOPE OF WORK: CONTRACT PERIOD: REFERENCE ONE REFERENCE TWO REFERENCE THREE PAGE 40 OF RFP #5073 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS ATTACHMENT G CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other erson doin business with local overnmental enti This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a person Date Received who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the person meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. 1 Name of person who has a business relationship with local governmental entity. 2 � Check this box if you are £ling an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7�` business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) 3 Name of local government officer with whom filer has an employment or business relationship. Name of Officer This section, (item 3 including subparts A, B, C& D), must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? � Yes 0 No B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? � Yes � No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? 0 Yes 0 No D. Describe each affiliation or business relationship. 4 Signature of person doing business with the governmental entity Date PAGE 41 OF RFP #5073 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS ATTACHMENT H DISADVANTAGED BUSINESS UTILIZATION The City of Denton will ensure that purchases of equipment, materials, supplies, and /ar services comply with Texas Local Government Code 252.0215, in regards to competitive requirements in relation to Disadvantaged Business Enterprises (DBE). The City will ensure that all procurement opportunities are cost effective, and contributable to the competitiveness of the City, and its customers. All Procurernent activities will be conducted in an open and fair manner with equal opportunity provided for all qualified parties. The City of Denton will provide equal contracting opportunities as provided by State and Federal law to small business enterprises, Historically Underutilized Businesses, and Disadvantaged Business Enterprises. The City of Denton encourages all awarded Contractors to seek qualification as a DBE and/or utilize DBE's as sub-contractors, where feasible, to meet the overall intent of the legislation. Disadvanta�ed Business Enterprises (DBE): are encouraged to participate in the City of Denton's procurement process. The Purchasing Department will provide additional clarification of specifications, assistance with Proposal Forms, and further explanation of procurement procedures to those DBEs who request it. Representatives from DBE companies 'should identify themselves as such and submit a copy of the Certification. The City recognizes the cert�cations of the State of Texas Building and Procurement Commission IlUB Program. All companies seeking information concerning DBE certification are urged to contact. State of Texas IIUB Program — TPASS Division PO Box 13047; Austin, TX 78711-3047 (512) 463-5872 or (888) 863-5881 or htt�://www.window.state.�.us/procurement/pro hub/ Instructions: If your company is already certified, attach a copy of your certification to this form and return with the submission. If your company is not already certified, and could be considered as meeting certification requirements, please use the web link to obtain such. If you are submitting a response and plan to utilize DBE's, then use the form below to identify the business and include the business HUB certification. COMPANY NAME: REPRESENTATIVE: ADDRESS: CITY, STAT'E, ZIP: TELEPHONE NO. Indicate all that apply: I�I_r:i�[�� Minority-Owned Business Enterprise Women-Owned Business Enterprise .Disadvantaged Business Enterprise PAGE 42 OF RFP #5073 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS ATTACHMENT I CONTRACT BY AND BETWEEN CITY OF DE�TTON, TEXAS AND THIS CON3'RACT is made and entered into this day of A.D., 2012, by and between a corporation, whose address is , 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 or services in accordance with the Supplier's proposal in response thereto, a copy of which is attached hereto and incorporated herein for all purposes as Exhibit "D". The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Request for Proposal (RFP # � (b) City of Denton Standard Terms and Conditions (Exhibit "A") (c) Special Terms and Conditions (Exhibit "B") (d) Form CIQ — Conflict of Interest Questionnaire (Eghibit "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." � � "� \ v � PAGE 43 OF RFP #5073 Irby Revisions 02-06-13 CITY OF DENTON SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. ATTEST: Citv of Denton ' OWNER : ATT'EST: (SEAL) J• • I_ : MA.II_,ING ADDRESS PHONE N UlVIBER I��:i1[�l►�1: :� C APPROVED AS TO FORM: AUTHORIZED SIGNATURE PRINTED NAIV�, TITLE (SEAL) ANITA BURGESS, CITY ATTORNEY PAGE 44 OF RFP #5073 ATTACHMENT J ACKNOWLEDGEMENT THE STATE OF TEXAS COUNTY OF DENTON The undersigned agrees this RFP becomes the property of the City of Denton after the official opening. The undersigned affirms he has familiarized himself with the local conditions under which the work is to be performed; satisfied himself of the conditions of delivery, handling and storage of equipment and all other matters that may be incidental to the work, before submitting a proposal. The undersigned agrees, if this proposal is accepted, to furnish any and all items/services upon which prices are offered, at the price(s) and upon the terms and conditions contained in the Specifications. The period for acceptance of this Proposal will be ninety (90) calendar days unless a different period is noted. The undersigned affirms that they are duly authorized to execute this contract, that this RFP has not been prepared in collusion with any other offeror, nor any employee of the City of Denton, and that the contents of this RFP have not been communicated to any other proposer ar to any employee of the City of Denton prior to the official opening of this RFP. Respondent hereby assigns to the City any and all claims for overcharges associated with this contract which arise under the antitrust laws of the United States, 15 USCA Section 1 et seq., and which arise under the antitrust laws of the State of Texas, Tex. Bus. & Com. Code, Section 15.01, et sea. The undersigned affirms that they have read and do understand the specifications and any attachments contained in this RFP package. The undersigned agrees that the RFP posted on the website are the official specifications and shall not alter the electronic copy of the specifications and/or pricing sheet (Eachibit 1), without clearly identifying changes. The undersigned understands they will be responsible far monitaring the City of Denton Purchasing Website at: http://www.citvofdenton.com/index.aspx?page=397 to ensure they have downloaded and signed all addendum(s) required for submission with their proposaL Should a conflict arise between the PO, supplier terms, or contract; the tertns and conditions set forth in this RFP shall prevail. I certify that I have made no willful misrepresentations in this Proposal Submission, nor have I withheld information in my statements and answers to questions. I am aware that the information given by me in this proposal will be investigated, with my fu1T permission, and that any misrepresentations or omissions may cause my proposal to be rejected. NAME AND ADDRESS OF COMPANY: AUTHORIZED REPRESENTATIVE: Tel. No. Email. PAGE 45 OF RFP #5073 Signature Date Name Title Fax No. �chlblt 1 Respondent's Name: IPby � 0 V RFP 5073 - Pricing Sheet for SUPPLY OF ELECTRIC UTILITY POLYMER STATION CLASS ARRESTERS ` The respondent shall complete the following section, which directly corresponds to the specifications. The contractorshnll not make changes to this format. Product Proposal Pricing (FOB DESTINATION): EST. Estimated Item # ANNUAL UOM Product Description Hubbell/OB Part Number Unit Price Extended Price Delivery ARO 1 12 EA 69kV Upright Arrester EVP0042-3001 2 3 EA 69kV Underhung Arrester EVP2042-3001 3 18 EA 138kV Upright Arrester EVP0084-3001 4 3 EA 138kV Underhung Arrester EVP2-84-3001 Total Cost of Products (Annual) $ 531.�0 $ $ 565.OQ $ $ 883.00 $ $ 1,065.00 $ $ Payment Term Discounts Payment terms for the City of Denton are typically 30 days. Please indicate the additional discount extended to each monthly invoice that is paid within the time period indicated below. *NOTE: PRICING SHALL INCLUDE ALL COSTS TO DELIVER GOODS AS SPECIFIED FOB DESTINATION. See Attached Notes and Exceptions 6,372.00 4 weeks 1,695.00 4 weeks 15,894.00 4 weeks 3,195.00 4 weeks 27,15 6.00 e m x _ � � �. EXHIBIT C Notes and Exceptions Hubbell Power Svstems •$5,200 Minimum release. Add 8% to the Hubbell prices quoted for releases less than $5,200 • Prices quoted are valid for award through 12/31/12; Thereafter firm through 12/31/13 • Prices quoted based on receiving award for all 4 items quoted RFP 5073