2013-083ORDINANCE NO. 2013-083
AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A
CONTRACT FOR THE PURCHASE OF HIGH DENSITY POLYETHYLENE PIPE (HDPE) FOR
USE 1N THE CITY OF DENTON LANDFILL IN A THREE (3) YEAR AMOUNT NOT TO
EXCEED $150,000; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND
PROVIDING AN EFFECTIVE DATE (RFP 4892-AWARDED TO GAJESKE, INC.).
WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for
the supply of High Density Polyethylene Pipe for the City of Denton Landfill in accordance with the
procedures of State law and City ordinances; and
WHEREAS, the City Manager or a designated employee has received and reviewed and
recommended that the herein described proposals are the most advantageous to the City considering
the relative importance of price and the other evaluation factors included in the request for proposals;
and
WHEREAS, the City Council has provided in the City Budget for the appropriation of funds
to be used for the purchase of the materials, equipment, supplies or services approved and accepted
herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The items in the following numbered request for proposal for materials,
equipment, supplies or services, shown in the "Request for Proposals" on file in the office of the
Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City
considering the relative importance of price and the other evaluation factors included in the request
for proposals.
RFP
NUMBER CONTRACTOR AMOUNT
4892 Gajeske, Inc.
$150,000
SECTION 2. By the acceptance and approval of the above numbered items of the submitted
proposals, the City accepts the offer of the persons submitting the proposals for such items and
agrees to purchase the materials, equipment, supplies or services in accordance with the terms,
specifications, standards, quantities and for the specified sums contained in the Proposal Invitations,
Proposals, and related documents.
SECTION 3. Should the City and person submitting approved and accepted items and of
the submitted proposals wish to enter into a formal written agreement as a result of the acceptance,
approval, and awarding of the proposals, the City Manager or his designated representative is hereby
authorized to execute the written contract; provided that the written contract is in accordance with
the terms, conditions, specifications, standards, quantities and specified sums contained in the
Proposal and related documents herein approved and accepted.
SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of Denton
under the RFP 4892 to the City Manager of the City of Denton, Texas, or his designee.
SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council
hereby authorizes the expenditure of funds therefor in the amount and in accordance with the
approved bids.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the 2/l day of � 6 , 2013.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
�, -
BY:
APPRO D AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
` � -
BY: i'�
4-ORD-RF�'--�#� 92
G
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND
GAJESKE, INC (RFP 4892}
TffiS CONTRACT is made and entered into this /��� day of /'![ A.D.,
2013, by and between Gajeske. Inc a corporation, whose address is 1314 W. akdale, Rd, Grand
Prairie, TX 75050, hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS,
a home rule municipal corporation, hereinafter referred to as "City," to be effective upon
approval of the Denton City Council and subsequent execution of this Contract by the Denton
City Manager or his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Supplier shall provide products in accordance with the City's RFP # 4892 — Supplv of
High Densitv Pol�ylene (HDPE) Pipe, a copy of which is on file at the office of Purchasing
Agent and incorporated herein for all purposes. The Contract consists of this written agreement
and the following items which are attached hereto, or on file, and incorporated herein by
reference:
(a) City of Denton's RFP 4892 (on �le at the office of the Purchasing Agent)
(b) Standard Terms and Conditions (Exhibit "A")
(c) Special Terms and Conditions (Exhibit "B")
(d) Form CIQ — Conflict of Interest Questionnaire (Exhibit "C").
(e) Supplier's Proposal. (Exhibit "D");
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the
provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving
precedence first to the written agreement then to the contract documents in the order in which
they are listed above. These documents shall be referred to collectively as "Contract
Documents."
RFP 4892
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
RFP 4892
SUPPLIER
BY:
AU HORIZED F NAT
Date: t3/�/ �/-3
Name: �i'��.r�- � .�� S� -
Title: �l:.�iP�,�,a� rfi= �e ,��,�
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PHONE NUIVIBER
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FAX NiJMBER
CITY OF DENTON, TEXAS
BY. 7�
GEORGE C. CAMPBELL, ITY MANAGER
Date: �-t I Z I �'�
Exhibit A
City of Denton
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other
requirements included in the City of Denton's solicitation are applicable to Contracts/Purchase Orders
issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller herein after
referred to as the Supplier. Any deviations must be in writing and signed by a representative of the City's
Procurement Department and the Supplier. No Terms and Conditions contained in the Supplier's Proposal
response, Invoice or Statement shall serve to modify the terms set forth herein. If there is a conflict
between the provisions on the face of the Contract/Purchase Order these wr•itten provisions will take
precedence.
By submitting an Offer in response to the Solicitation, the Supplier agrees that the contract shall be
governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated.
Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a
Solicitation to purchase Goods, and Sections 9, 10, 11 and 22 shall apply only to a Solicitation to
purchase Services to be performed principally at the City's premises or on public rights-of-way.
1. 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 Federai, 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 suitably packed to secure lowest
transportation costs and to conform to all the requirements of common carriers and any applicable specification. The
City's count or weight shall be final and conclusive on shipments not accompanied by packing lists.
4. SHIPMENT UNDER RESERVATION PROHIBITED: The 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.
6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of
delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer,
the 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. 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
Subcontractor's, facilities, or the deliverables at the Supplier's, or the Supplier's Subcontractor's, premises, the
Supplier shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to
the City to facilitate such inspection.
RFP 4892
8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply
with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall
constitute a breach and the Supplier shall not have the right to substitute a conforming tender; provided, where the
time for performance has not yet expired, the Supplier may notify the City of the intention to cure and may then
make a conforming tender within the time allotted in the contract.
9. PLACE AND CONDITION OF WORK: The City shall provide the Supplier access to the sites where the
Supplier is to perform the services as required in order for the Supplier to perform the services in a timely and
efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Supplier
acicnowledges that it has satisfied itself as to the nature of the City's service requirements and specifications, the
location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and
facilities necessary to perform the services, and any other condition or state of fact which could in any way affect
performance of the Supplier's obligations under the contract. The Supplier hereby releases and holds the CiTy
harmless from and against any liability or claim for damages of any lcind or nature if the actual site or service
conditions differ from expected conditions.
10. WORI�FORCE
A. The Supplier shall employ only orderly and competent workers, skilled in the performance of the services which
they will perform under the Contract.
B. The Supplier, its employees, subcontractors, and subcontractor's employees may not while engaged in
participating or responding to a solicitation or while in the course and scope of delivering goods or services under a
CiTy of Denton contract ar on the City's property .
i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as
required by the terms of the contract; or
ii, use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may
such workers be intoxicated, or under the influence of alcohol or drugs, on the j ob.
C. If the City or the City's representative notifies the Supplier that any worker is incompetent, disorderly or
disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or
was under the influence of alcohol or drugs on the job, the Supplier shall immediately remove such worker from
Contract services, and may not employ such worker again on Contract services without the City's prior written
consent.
Immigration: The Supplier represents and warrants that it shall comply with the requirements of the Immigration
Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for
any individuals hired on or after November 6, 1986, who wil] perform any labor or services under the Contract and
the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ("IIRIRA) enacted on September 30,
1996.
ll. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Supplier,
it's Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local
health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services,
including but not limited to those promulgated by the City and by the Occupational Safety and Health
Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Supplier shall
indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines,
penalties and liability of every kind arising from the breach of the Supplier's obligations under this paragraph.
Environmental Protection: The supplier shall be in compliance with all applicable standards, orders, or regulations
issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution
Control Act, as amended, (33 U.S.C. §1251 etseq.).
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 shipment or delivery made.
B. Proper Invoices must include a unique invoice number, the purchase order or delivery order
number and the master agreement number if applicable, the Department's Name, and the
name of the point of contact for the Department. Invoices shall be itemized and transportation
RFP 4892
charges, if any, shall be ]isted 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. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number
clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by
work order number. Time billed for labor shall be limited to hours actually worked at the work site.
D. Unless otherwise expressly authorized in the Contract, the Supplier shall pass through all
Subcontract and other authorized expenses at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount.
The City will furnish a tax exemption certificate upon request.
13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30)
calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable,
whichever is ]ater.
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. 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 labor, materials or equipment;
iv, damage to the property of the City or the City's agents, employees or suppliers, 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 firm who is in arrears to the City of Denton for delinquent taxes, the City
may offset indebtedness owed the City through payment withholding.
F. Payment will be made by checic unless the parties mutually agree to payment by credit card or electronic transfer
of funds. The Supplier agrees that there shall be no additional charges, surcharges, or penalties to the City for
payments made by credit card or electronic funds transfer.
G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment
obligations are payable only and solely fi•om 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. TRAVEL 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.
] 5. FINAL PAYMENT AND CLOSE-OUT:
RFP 4892
A. If a DBE/MBE/WBE Program Plan is agreed to and the Supplier has identified Subcontractors, the Supplier is
reyuired to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the
15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld
if the Supplier is not in compliance with the requirements as accepted by the City.
B. The making and acceptance of final payment will constitute:
i, a waiver of all claims by the City against the Supplier, except claims (1) which have been previously
asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising
from failure of the Supplier to comply with the Contract or the terms of any warranty specified herein, (4) arising
from the Supplier's continuing obligations under the Contract, including but not limited to indemnity and warranty
obligations, or (5) arising under the City's right to audit; and ii. a waiver of all claims by the Supplier against the
City other than those previously asserted in writing and not yet settled.
16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special
tooling or special test eyuipment fabricated or required by the Supplier for the purpose of filling this order, such
special tooling equipment and any process sheets related thereto shall become the property of the City and shall be
identiiied by the Supplier as such.
17. RIGHT TO AUDIT:
A. The City shall have the right to audit and make copies of the bool<s, records and computations pertaining to the
Contract. The Supplier shall retain such boolcs, 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 Icept 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 overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost
of the audit, including any travel costs, must be borne by the 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:
A. If the Supplier identified Subcontractars in a DBE/MBE/WBE agreed to Plan, the Supplier shall comply with all
requirements approved by the City. The Supplier shall not initially employ any Subcontractor except as provided in
the Supplier's Plan. The Supplier shall not substitute any Subcontractor identified in the Plan, unless the substitute
has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of
any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has
been approved, the Supplier is additionally required to submit a monthly Subcontract Awards and Expenditures
Report to the Procurement Manager, no later than the tenth calendar day of each month.
B. Work performed for the Supplier by a Subcontractor shall be pursuant to a written contract between the Supplier
and Subcontractor. The terms of the subcontract may not conflict with the terms of the
Contract, and shall contain provisions that:
i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the
provisions, specifications and terms of the Contract;
ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior
written consent of the City and the Supplier. The City may require, as a condition to such further subcontracting,
that the Subcontractor post a payment bond in form, substance and amount acceptable to the City;
iii, require Subcontractors to submit all invoices and applications for payments, including any claims for
additional payments, damages or otherwise, to the Supplier in sufficient time to enable the Supplier to include same
with its invoice or application for payment to the City in accordance with the terms of the Contract;
iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in
the type and amounts specified for the Supplier, with the City being a named insured as its interest shall appear; and
v. require that the Subcontractor indemnify and hold the City harmless to the same e�ctent as the Supplier is
required to indemnify the City.
RFP 4892
C. The Supplier shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the
Supplier is responsible far the Supplier's own acts and omissions. Nothing in the Contract shall create for the benefit
of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it
create any obligation on the part of the City to pay or to see to the payment of any moneys due any such
Subcontractor except as may otherwise be required by law.
D. The Supplier shall pay each Subcontractor its appropriate share of payments made to the Supplier not later than
ten (10) calendar days after receipt of payment from the City.
19. WARRANTY-PRICE:
A. The Supplier warrants the prices quoted in the Offer are no higher than the Supplier's current prices on orders by
others for like deliverables under similar terms of purchase.
B. The Supplier certifies that the prices in the Offer have been arrived at independently without consultation,
communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with
any other firm or with any competitor.
C. In addition to any other remedy available, the City may deduct from any amounts owed to the Supplier, or
otherwise recover, any amounts paid for items in excess of the Supplier's current prices on orders by others for like
deliverables under similar terms of purchase.
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 ]iens, 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. WARRANTY — DELIVERABLES: The Supplier warrants and represents that all deliverables sold the City
under the Contract shall be free from defects in design, warkmanship or manufacture, and conform in all material
respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the
Supplier, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws,
rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables
shall be new or recycled merchandise, and not used or reconditioned.
A. Recycled deliverables shall be clearly identified as such.
B. The Supplier may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any
attempt to do so shall be without force or effect.
C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of
acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty
period, one or more of the above warranties are breached, the Supplier shall promptly upon receipt of demand either
repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming
deliverables, at the City's option and at no additional cost to the City. All costs incidental to such repair or
replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the
Supplier. The City shall endeavor to give the Supplier written notice of the breach of warranty within thirty (30)
calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City's
rights under this section.
D. If the Supplier is unable or unwilling to repair or replace defective or non-conforming deliverables as required by
the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be
required to purchase under the Contract from the Supplier, and purchase conforming deliverables from other
sources. In such event, the Supplier shall pay to the City upon demand the increased cost, if any, incurred by the
City to procure such deliverables from another source.
E. If the Supplier is not the manufacturer, and the deliverables are covered by a separate manufacturer's warranty,
the 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.
22. WARRANTY — SERVICES: The Supplier warrants and represents that all services to be provided the City
under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with
generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all
applicable Federal, State and local laws, rules or regulations.
A. The Supplier may not limit, exclude ar disclaim the foregoing warranty ar any warranty implied by law, and any
attempt to do so shall be without force or effect.
RFP 4892
B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance
Date. If during the warranty period, one or more of the above wan•anties are breached, the Supplier shall promptly
upon receipt of demand perform the services again in accordance with above standard at no additional cost to the
City. All costs incidental to such additional performance shall be borne by the Supplier, The City shall endeavor to
give the Supplier written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach
warranty, but failure to give timely notice shall not impair the City's rights under this section.
C. If the Supplier is unable or unwilling to perform its services in accordance with the above standard as required by
the City, then in addition to any other available remedy, the City may reduce the amount of services it may be
reGuired to purchase under the Contract from the Supplier, and purchase conforming services from other sources. In
such event, the Supplier shall pay to the City upon demand the increased cost, if any, incurred by the City to procure
such services from another source.
23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLE5: 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 claims, costs, losses and damages attributable to the City's
evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance
occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the
diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such
amount will be refunded to the City by the Supplie►•.
24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other
party's intent to perform, demand may be made to the other party for written assurance of the intent to perform. In
the event that no assurance is given within the time specified after demand is made, the demanding party may treat
this failure as an anticipatory repudiation of the Contract.
25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Supplier is
observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is
determined by the City to be unsafe to either life or property. Upon notification, the Supplier will cease all work
until notified by the City that the violation or unsafe condition has been corrected. The Supplier shall be liable for all
costs incurred by the City as a result of the issuance of such Stop Work Notice.
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 seel<s relief under the bankruptcy laws of the United
States or (d) makes a material misrepresentation in Supplier's Offer, or in any report or deliverable required to be
submitted by the Supplier to the City.
27. TERMINATION FOR CAUSE: In the event of a default by the Supplier, the City shall have the right to
terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after
the date of such notice, unless the Supplier, within such ten (10) day period, cures such default, or provides evidence
suffcient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition to any
other remedy available under law or in eguity, the CiTy shall be entitled to recover all actual damages, costs, losses
and expenses, incurred by the City as a result of the Supplier's default, including, without limitation, cost of cover,
reasonable attorneys' fees, court costs, and prejudgment and post judgment interest at the maximum lawful rate.
Additionally, in the event of a default by the Supplier, the City may remove the Supplier from the City's vendar 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 WTTHOUT 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.
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 ternunation of the Contract for cause by the City and
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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. If 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. However, nothing in this provision shall excuse the Supplier
from delaying the delivery as notified.
B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if,
while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions,
sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default
or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will
be extended; provided, however, in such an event, a conference will be held within three (3) business days to
establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform.
31. INDEMNITY: A. Definitions:
i. "Indemnifed 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 offcers, 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-conforming deliverables, negligence, wiliful misconduct or a breach of
any legally imposed strict liability standard.
B. THE SUPPLIER SHALL DEFEND (AT THE OPTION OF THE CITY)� IlVDEMNIFY, AND HOLD THE CITY, ITS
SUCCESSORS� ASSIGNS� OFFICERS� EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL
INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF� INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT
oF THE SUPPLIER, oR'rr� SUPPLIER'S AGENTS� EMPLOYEES OR SUSCONTRACTORS, IN THE
PERFORMANCE OF THE SUPPLIER'S OBLIGATIONS iJNDER THE CONTRACT. NOTHING HEREIN SHALL BE
DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE SUPPLIER (INCLUDING, BUT NOT LIMITED TO� TIIE
RIGHT TO SEEK CONTRIBUTION� AGAINST ANY TFIII2D PARTY WHO MAY BE LIABLE FOR AN DVDEMNIFIED CLAIM.
32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance
requirements detailed in the solicitation document. The successful firm shall procure and maintain insurance of the
types and in the minimum amounts acceptable to the City of Denton. The insurance shatl be written by a company
licensed to do business in the State of Texas and satisfactory to the City of Denton.
A. Genera] 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 awa►•d. The Supplier must also forward a Certifcate of Insurance
to the City whenever a previously identified policy period has expired, or an extension option or hold over
period is exercised, as verification of continuing coverage.
iii. The 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 ar 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
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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 reguired 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 claims
history of the industry or financial condition of the insurance company as well as the Supplier.
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 or self-insured retentions shall be disclosed on the Certificate of Insurance.
xiii. The Supplier shall endeavor to provide the City thirty (30) calendar days' written notice of erosion of
the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract.
xiv. The insurance coverage's specified in within the solicitation and requirements are required minimums
and are not intended to limit the responsibility or liability of the Supplier.
B. Specific Coverage Requirements: Specific insurance reGuirements are contained in the solicitation instrument.
33. CLAIMS: If any claim, 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 shal] 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 notification of any such claim, demand, suit, or other action;
the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim
is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the CiTy and to the Denton
City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton,
Texas 76201.
34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to
be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after
postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered
by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by
first class mail, telefax, or other commercially accepted means. Notices to the 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.
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35. RIGHTS 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: (i) the Supplier shall provide the City good and indefeasible title to the deliverables and (ii) the
deliverables supplied by the Supplier in accordance with the specifications in the Contract will not infringe, directly
or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual properiy right of any kind
of any third party; that no claims have been made by any person or entity with respect to the ownership or operation
of the deliverables and the Supplier does not know of any valid basis for any such claims. The Supplier shall, at its
sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs
(including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i)
any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if
applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third pariy;
or (ii) the Supplier's breach of any of Supplier's representations or warranties stated in this Contract. In the event of
any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to
act as co-counsel on the City's behalf. Further, Supplier agrees that the City's specifications regarding the
deliverables shall in no way diminish Supplier's warranties or obligations under this paragraph and the City makes
no warranty that the production, development, or delivery of such deliverables will not impact such warranties of
Supplier.
37. CONFIDENTIALITY: In order to provide the deliverables to the City, Supplier may require access to certain
of the City's and/or its licensors' confidential information (including inventions, employee information, trade
secrets, confidential know-how, confidential business information, and other information which the City or its
licensors consider confidential) (collectively, "Confidential Information"). Supplier acknowledges and agrees that
the Confidential Information is the valuable property of the City andlor its licensors and any unauthorized use,
disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its
licensors. The Supplier (including its employees, subcontractors, agents, or representatives) agrees that it will
maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge,
recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner
not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law
or an order of any court or other governmental authority with proper jurisdiction, provided the Supplier promptly
notiiies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate
protective order. The Supplier agrees to use protective measures no less stringent than the Supplier 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 DELNERABLES: The City shall own all rights, titles, and interests throughout
the world in and to the deliverables.
A. Patents. As to any patentable subject matter contained in the deliverables, the Supplier agrees to disclose such
patentable subject matter to the City. Further, if requested by the City, the Supplier agrees to assign and, if
necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such
patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its
employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved
by the City, to the City upon request by the City.
B. Copyrights. As to any deliverables containing copyrightable subject matter, the Supplier agrees that upon their
creation, such deliverables shall be considered as worl< made-for-hire by the Supplier for the City and the City shall
own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the
City's sole or joint ownership of any such deliverables arising by virtue of the City's sole or joint authorship of such
deliverables. Should by operation of law, such deliverables not be considered worl<s made-for-hire, the Supplier
hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to
execute, acknowledge, and deliver an assignment to the City o fl all worldwide right, title, and interest in and to such
deliverables. With respect to such work made-for-hire, the Supplier agrees to execute, acknowledge, and deliver and
cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work-
made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such
deliverables to the City or at such other time as the City ►nay request.
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C. Additional Assignments. The Supplier further agrees to, and if applicable, cause each of its employees to,
execute, acicnowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments
which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work
registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and
in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and
interest in and to the deliverables. The Supplier's obligations to execute, acknowledge, and deliver (or cause to be
executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b.,
and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City
should not seek to obtain copyright protection, mask work registration or patent protection for any of the
deliverables, but should desire to keep the same secret, the Supplier agrees to treat the same as Confidential
Information under the terms of Paragraph 37 above.
39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally
developed material unless otherwise specifically provided in the Contract. When material not originally developed is
included in a report in any form, the source shall be identified.
40. ADVERTISING: The 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 ]aw.
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, GRATiTITIES: 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. PROHISITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent
consultant, or elected official of the CiTy who is involved in the development, evaluation, or decision-making
process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract
resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any
officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation
of this provision, with the knowledge, expressed or implied, of the Supplier shal] render the Contract voidable by the
City, The Supplier shall complete and submit the City's Conflict of Interest Questionnaire (Attachment B).
44. INDEPENDENT SUPPLIER: 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 an independent 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 beneflt. 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
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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 statement of
the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the
trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been
substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair
to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the
Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall
control, unless otherwise defined in the Contract.
49. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to
prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a
statute of limitations or to seek injunctive relief. Either party may malce a written request for a meeting between
representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as
agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making
authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to
negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not
succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below.
Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed
directly to mediation as described below.
B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the
parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of
the dispute. Should they choose this option; the City and the Supplier agree to act in good faith in the selection of the
mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract
prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a
contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation
of the mediation process, the mediatar shall be selected by the Denton County Alternative Dispute Resolution
Program (DCAP). The parties 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 them in the mediation.
50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of
Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm.
Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or
jurisdiction, All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the
parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from
any competent authority as contemplated herein.
51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way
affect the validiTy ar 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
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provision. The provisions of this section shall not prevent this entire Contract from being void should a provision
which is the essence of the Contract be determined to be void.
52. HOLIDAYS: The following holidays are observed by the City
New Year's Day (observe�
MLK Day
Memorial Day
4th of July
Labor Day
Thanksgiving Day
Day After Thanksgiving
Christmas Eve (observed)
Christmas Day (observed)
New Year's Day (observe�
If a Legal Holiday falls on 3aturday, it will be observed on the preceding Friday. If a Legal Holiday falls on 5unday,
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 wai�ranty, indemnity, and confidentiality obligations of the parties, shall
survive the expiration or termination of the Contract.
54. NON-SUSPENSION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended
or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By
accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or
debarred from doing business with the Federal Government, as indicated by the General Services Administration
List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City
of Denton.
55. EQUAL OPPORTUNITY
A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory
employment practice. No person shall, on the grounds of race, sex, age, disability, creed, color, genetic testing, or
national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from
this RFQ.
B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall
engage in any discriminatory employment practice against individuals with disabilities as defined
in the ADA.
56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements)
The following federally funded requirements are applicable, in addition to the specific federally funded
requirements.
A. Definitions. As used in this paragraph —
i. "Component" means an article, material, or supply incorporated directly into an end product.
ii. "Cost of components" means -
(1) For components purchased by the 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
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(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 producY' 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 (4] U.S.C. l0a - lOd) provides a preference for domestic end products for supplies
acquired for use in the United States.
C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract;
but will consider for approval foreign articles as domestic for this product if the articles are on a list
approved by another Governmental Agency. The Offeror shall submit documentation with their Offer
demonstrating that the article is on an approved Governmental list.
D. The Supplier shall deliver only domestic end products except to the extent that it specified delivery of foreign end
products in the provision of the Solicitation entitled "Buy American Act Certiftcate".
57. RIGHT TO INFORMAT'ION: 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
submitta] does not affect this right.
58. LICENSE FEES OR TAXES: Provided the solicitation reyuires an awarded supplier 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: All suppliers will be required to comply with Provision 5159a of "Vernon's
Annotated Civil Statutes" of the State of Texas with respect to the payment of prevailing wage rates and prohibiting
discrimination in the employment practices.
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60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall
comply 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 benefits 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 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 Worlcer's 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 or its employees for any Unemployment or Workers' Compensation coverage, ar federal ar State
withholding requirements. Supplier shall indemnify the City of Denton and shall pay all costs, penalties, or losses
resulting from Supplier's omission or breach ofthis 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 Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to
implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the supplier
shall comply witl� the relevant provisions thereof, including any amendments to the final 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 Supplier and its
employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any
RFP 4892
performance pursuant to the Contract. The Supplier shall notify the City of Denton Procurement Manager in writing
of any such damage within one (1) calendar day.
64. FORCE MAJEURE: The City of Denton, any Customer, and the Supplier shall not be responsible for
performance under the Contract should it be prevented fi•om performance by an act of war, order of legal authority,
act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event
of an occurrence under this Section, the Supplier will be excused from any further performance or observance of the
requirements so affected for as long as such circumstances prevail and the Supplier continues to use commercially
reasonable efforts to recommence performance or observance whenever and to whatever extent possible without
delay. The Supplier shall immediately notify the City of Denton Procurement Manager by telephone (to be
confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable
level of detail the circumstances causing the non-performance or delay in performance.
65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Pariy 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 ar otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the
Contract will not be construed as a waiver of any continuing or succeeding breach.
66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract
is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that
the City of Denton may have by operation of law.
67. RECORDS RETENTION: The Supplier shall retain all financial records, supporting documents, statistical
records, and any other records or books relating to the performances called for in the Contract. The Supplier shall
retain all such recards for a period of four (4) years after the expiration of the Contract, ar 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.
RFP 4892
Exhibit B
Special Terms and Conditions
The Quantities indicated on Exhibit D 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 Changes 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 file 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
The contract term will be one (1) year, effective from date of award. The City and the Awarded
Contractor shall have the option to renew this contract for an additional two (2) one-year periods.
The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and
shall automatically renew each year, from the date of award by City Council, unless either party
notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton,
the Contract may be further extended as needed, not to exceed a total of six (6) months.
Price Escalation and De-escalation
Prices quoted for staffing 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 Plastic Pipe and pipe fitting manufacturing
(PCU326122326122). The price will be increased or decreased based upon the annual
percentage change in the PPI. The maximum escalation will not exceed +/- 8% for any individual
year. 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 bid prices shall be adjusted
in accordance with the PPI change not to exceed the 8% limit per year.
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.
Total Contract Amount
The contact total for products shall not exceed $150,000 per term. Pricing shall be per Exhibit D
attached.
RFP 4892
Exhibit C
CiTY �F DENTON
RI<P TOR SUPPLY OF HIGH DENSITY POLY�THYL�IV� PIP� (HDP�) ANb ACCESSDItIES
,. � i . �i.... ��� .'1;%t,.
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor or ofher erson doing b:►siness rvitli loc�l overnmental ent�
Tl�is questiotu�nire reilects c1�Anges n�ade to the !aw by H.B.1491, 80th Leg.y RCgI►1Rr Sessio�i, OFFICE USE ONLY
This questionn�ire is being filed in accordance with chapter 176 of the Locat Government Code by a person nate tt�e����d
who t►as a business relationship as deFined Uy Sectian 176,00](1-a) witi� a local governmenfal entity and the
person mests rec�uirements E�nder Section 176.00b(a).
By law tt�is questiomfaire mast be fi(ed tvith the records administr�tor of the (ocal gover��ment entity not later
than the 7th business day after tlte date the person becomes aware of facts that require tlze statement to be fi[ed.
See Section 176,006, Local Government Code.
A person commits an offense if the person kiiowingly violates Section 176.40G, Local Goverm3�ent Code. An
offense under tiiis section is a Class C misdemeanor.
1 Ntune of person �r�lio li�s a business reTaiEm�sltip �vith local govcrnmental entity.
i9' �lt.� � u�C. , ev� C�aor.�G� � 1
2
� Ctiecic tLis box if yan airo tiling an update to a previously liled queatiom►nire.
(i7ie !aw requires lhat }�on file a�� updafed completed quest9am►aire w�ith the appropriate filing authority uot l�tcr tha�� tl�e 7`� b��suiess day after the
dnte tlie originally Tiled queslionnaire becomes L►comglete or v�nccurnte.)
3 Name of local govemment off icer tvith whoui fler l�t�s fln cmplo���ne�t or bus�cess relaliouship,
Nnnte of Officer
This seCtion, {item 3 Including subparts A, B, C& D), must be compteted for e�ch officerwith whom the fller has an employmsnt or other buslnass
relationship as deflned by Sactlon 176.001(1-a), Local Oovernment Code. Aliach addiftonal pages to this �orm CIQ as necessary.
A. Is 1he locat gavernment officer named in lhis section recelving or likely io recetve taxabie income, olher than investmenl income, from the
tifer of (he quesiionnaire?
0 Yes � No
B. Is the fller of the questfonnafre recei�ing or Ilkely lo recelve taxable income, ot�er than investment Incoma, from or at the direction of the
local government offlcer named in this section AND the taxable income is nof received from the local gavernmenta! entif�?
Q Yes 0 No
C, Is the filer of fhis questfonna(re employed by a corporallon or other busine5s entity with respect io whlch the IocaE government officer
serves as an officer or director, or holds an ownership of 10 percent ar more?
� Yes � Na
p. Descdbe each affiliation or busfness relatlonship.
4
�<i��°^�'�- �" / i — / �
Signatare of person doing business wlth the govemmental eniity Date
RFP 4892 �(�i('�%�(�(�'�((7�����(
Exhibit D
Est. Estimated
Annual Delivery
Item QTY UOM Description Proposed Brand Unit Price A.R.O (DAYS)
1 1 EA FRIALEN SCRAPER TOOL 3"- 8" FWSG 315 FRIALEN $ 1,365.00 5-7 DAYS
2 120 EA 3/4" X 41/2" STUD BOLTS W/NUTS WESTERMAN BOLT $ 12.75 5-7 DAYS
3 20 EA 2" HDPE IPS SDR 11- molded 45 degree elbows PERFORMANCE PIPE $ 3.50 5-7 DAYS
4 20 EA 2" HDPE IPS SDR 11- molded 90 degree elbows PERFORMANCE PIPE $ 3.Z0 5-7 DAYS
5 5 EA 2" IPS - ductile iron back up rings PERFORMANCE PIPE $ 4.00 5-7 DAYS
6 5 EA 2" HDPE IPS SDR 11- blind flanges PERFORMANCE PIPE $ 40.00 5-7 DAYS
7 5 EA 2" HDPE IPS SDR 11- flange adapters PERFORMANCE PIPE $ 7.25 5-7 DAYS
8 10 EA 2" IPS - type 56 butterfly valves ASAHI $ 720.00 5-7 DAYS
9 1 EA 2"- CTS IPS range pipe puller INDEPENDENT PIPE PRODUCTS $ 100.00 5-7 DAYS
10 10 EA Gear operators for 2" type 56 butterfly valves ASAHI $ izo.00 5-7 oAYs
11 10 EA 2" HDPE IPS SDR 11- molded tee PERFORMANCE PIPE $ 3.85 5-7 �AYS
12 10 EA 2" B,F,HDPE IPS 45 ELL SDR 11 PERFORMANCE PIPE $ 3,50 5-7 �AYS
13 10 EA 2" B.F.HDPE IP5 90 ELL SDR 11 PERFORMANCE PIPE $ 3.25 5-7 DAYS
14 10 EA 2" B,F,HDPE IPS TEE SDR 11 PERFORMANCE PIPE $ 3.85 5-7 oavs
15 3 EA 2" HDPE SDR 11- THREADED TRANSITION POLY CAM $ 16.47 5-7 DAYS
2" HDPE IPS NORDSTROM POLY-WATER VALVE, gas and
16 10 EA water fated, or equivilant KEROTEST $ 73.00 5-7 DAYS
17 2,000 LF 2" X 50' HDPE IPS SDR 17 PIPE PERFORMANCE PIPE $ 0.61 5-7 DAYS
18 10 EA 2" FLEXIBLE COUPLINGS FERNCO $ 15.00 5-7 DAYS
19 10 EA 2" GATE VALVE $ 14.00 5-7 DAYS
20 10 EA 2" HDPE IP5 SDR11 BRANCH SADDLE PERFORMANCE PIPE $ 17.50 5-7 DAYS
21 20 EA 2" HDPE IPS SDR 11 END CAP PERFORMANCE PIPE $ 2.35 5-7 DAYS
22 30 EA 4" HDPE IPS SDR 11-molded 45 degree elbows PERFORMANCE PIPE $ 9.94 5-7 DAYS
23 30 EA 4" HDPE IPS SDR 11- molded 90 degree elbows PERFORMANCE PIPE $ 10.23 5-7 DAYS
24 10 EA 4" IPS -ductile iron back up rings PERFORMANCE PIPE $ 9.15 5-7 DAYS
25 10 EA 4" HDPE IPS SDR 11-blind flanges PERFORMANCE PIPE $ 41.00 5-7 DAYS
26 10 EA 4" HDPE IPS SDR 11- flange adapters PERFORMANCE PIPE $ 10.17 5-7 oAYS
27 10 EA 4" X 2" B.F,HDPE IPS SDR11 reducer PERFORMANCE PIPE $ 6.65 5-7 DAYS
28 30 EA 4" IP5 - type 56 butterfly valve ASAHI $ 758.00 5-7 �AYS
29 2 EA 4" CTS IPS range pipe puller INDEPENDENT PIPE PRODUCTS $ 225.00 5-7 DAYS
30 30 EA Gear o erators for 4" type 56 butterfly valves ASAHI $ 185.00 5-7 DAYS
31 30 EA 4" HDPE IPS SDR 11- molded tee PERFORMANCE PIPE $ 1z,73 5-7 DAYS
32 30 EA 4" B.F. HDPE IPS 45 ELL SDR 11 PERFORMANCE PIPE $ 9.94 5-7 DAYS
33 30 EA 4" B.F.HDPE IP5 90 ELL SOR 11 PERFORMANCE PIPE $ 10.23 5-7 DAYS
34 30 EA 4" B.F.HDPE IPS TEE SDR 11 PERFORMANCE PIPE $ 12.73 5-7 DAYS
35 20 EA 4" HDPE IPS SDR 11-THREADED TRANSITION POLY CAM $ 39.55 5-7 DAYS
4" HDPE IPS NORDSTROM POLY-WATER VALVE, gas and
36 30 EA water rated or equi�alent KEROTEST $ 243.00 5-7 DAYS
37 5,000 LF 4" X 50' HDPE IPS SDR 17 Water Pipe PERFORMANCE PIPE $ 1.85 5-7 DAYS
4"x50' HDPE IPS SDR17 pipe style F, 1/2" holes on 6" centers
38 5,000 LF non staggered PERFORMANCE PIPE $ 3.07 5-7 DAYS
39 50 EA 4" FLEXIBLE COUPLINGS FERNCO $ 38.00 5-7 DAYS
40 20 EA 4" HDPE IPS SDR11 BRANCH SADDLE PERFORMANCE PIPE $ 13.75 5-7 DAYS
41 50 EA 4" GATE VALVE $ 517.00 5-7 DAYS
42 50 EA 4" HDPE IPS SDR 11END CAP PERFORMANCE PIPE $ 7.05 5-7 DAYS
43 10 EA 6" IPS - ductile iron Back up rings PERFORMANCE PIPE $ 15.00 5-7 DAYS
44 50 EA 6" B.F HDPE IPS 45 ELL SDR 11 PERFORMANCE PIPE $ 24.95 5-7 DAYS
45 50 EA 6" B,F.HDPE IPS 90 ELL SDR 11 PERFORMANCE PIPE $ 24.95 5-7 DAYS
46 50 EA 6" B,F.HDPE IPS TEE SDR 11 PERFORMANCE PIPE $ 35.29 5-7 DAYS
47 50 EA 6" B.F.HDPE IPS TEE SDR11 PERFORMANCE PIPE $ 35.29 5-7 DAYS
48 10 EA 6" 150# HDPE IPS BLIND FLANGE PERFORMANCE PIPE $ 60.00 5-7 DAYS
49 10 EA 6" 150# GASKET 1/4" THICK WESTERMAN BOLT $ 5.60 5-7 DAYS
50 10 EA 6"HDPE IPS SDR 11- Flange adapter PERFORMANCE PIPE $ 15.82 5-7 DAYS
RFP 4892
Exhibit D
Est. Estimated
Annual Delivery
Item QTY UOM Description Proposed Brand Unit Price A.R.O (DAYS)
51 50 EA 6" X 4" HDPE IPS B.F. REDUCER SDR11 PERFORMANCE PIPE $ 16,47 5-7 DAYS
52 5,000 LF 6 X 50' HDPE IPS SDR 17 pipe PERFORMANCE PIPE $ 4.01 5-7 DAYS
6" X 50' HDPE IPS 5DR 17 -PIPE style F 1/2" holes on 6"
53 5,000 LF centers non staggered PERFORMANCE PIPE $ 5.84 5-7 DAYS
6" HDPE IP5 Nordstrom poly- valve, gas and water rated, or
54 50 EA equivalent KEROTEST $ 610.00 5-7 DAYS
55 3 EA 6" CTS IPS range pipe puller INDEPENDENT PIPE PRODUCTS $ 313,00 5-7 DAYS
56 1D EA 6" FLEXIBLE COUPLINGS FERNCO $ 80.00 5-7 DAYS
57 10 EA 6" HDPE IPS SDR11 BRANCH SADDLE PERFORMANCE PIPE $ 15.00 5-7 DAYS
58 50 EA 6" GATE VALVE $ 813,75 5-7 DAYS
59 50 EA 6" HDPE IPS 5DR 11 END CAP PERFORMANCE PIPE $ 18.25 5-7 DAYS
60 10 EA 8" IPS- ductile iron back up rings PERFORMANCE PIPE $ 13.00 5-7 DAYS
61 10 EA 8" B,F HDPE IPS 45 ELL SDR 11 PERFORMANCE PIPE $ 65.00 5-7 DAYS
62 10 EA 8" B.F. HDPE IPS 90 ELL SDR 11 PERFORMANCE PIPE $ 65.00 5-7 DAYS
63 10 EA 8" B.F. HDPE IPS TEE SDR 11 PERFORMANCE PIPE $ 81.12 5-7 DAYS
64 10 EA 8" B.F.HDPE IPS TEE SDR11 PERFORMANCE PIPE $ 81.12 5-7 DAYS
65 10 EA 8" 150# HDPE BLIND FLANGE PERFORMANCE PIPE $ 85.00 5-7 DAYS
66 10 EA 8" 150# GASKET 1/4" THICK WESTERMAN BOLT $ 6.ao 5-7 DAYS
67 10 EA 8" ductile iron backup flange PERFORMANCE PIPE $ 12.94 5-7 DAYS
68 10 EA 8" HDPE IPS SDR 11- Flange adapter PERFORMANCE PIPE $ 24.70 5-7 DAYS
69 10 EA 8" X 6" B.F.HDPE IPS REDUCER 5DR17 PERFORMANCE PIPE $ 29.20 5-7 DAYS
70 3,000 LF 8" X 50' HDPE IPS SDR 17 pipe PERFORMANCE PIPE $ 5.55 5-7 DAYS
8" X 50' HDPE IPS SDR 17 pipe, style F 1/2" holes on 6"
71 2,000 LF centers non staggered PERFORMANCE PIPE $ 8.68 5-7 DAYS
72 10 EA 8" Nordstrom HDPE IPS poly- valve gas and water rated KERoTEST $ 1,016.25 5-7 DAYS
73 2 EA 8" CTS IPS range pipe puller INDEPENDENT PIPE PRODUCTS $ 375.00 5-7 oAYs
74 10 EA 8" FLEXIBLE COUPLINGS $ 120,00 5-7 DAYS
75 10 EA 8" HDPE IPS SDR11 BRANCH SADDLE PERFORMANCE PIPE $ 31.00 5-7 DAYS
76 10 EA 8" GATE VALVE $ 963.17 5-7 DAYS
77 10 EA 8"HDPE IPS SDR11 END CAP PERFaRMANCE PIPE $ 31.82 5-7 DAYS
78 3 EA fRIALEN 2" IPS ELECTROFUSION COUPLING FRIALEN $ 7.65 5-7 DAYS
79 3 EA FRIALEN 4" IPS ELECTROFUSION COUPLING FRIALEN $ 22.16 5-7 DAYS
80 30 EA FRIALEN 6" IPS ELECTROFUSION COUPLING FRIALEN $ 50.00 5-7 DAYS
81 10 EA FRIALEN 8" IPS ELECTROFUSION COUPLING FRIALEN $ 76.65 5-7 DAYS
RFP 4892
Exhibit D
��� ���, I� o
POI,Y�THYLENE SPB�IALISTS
1314 W. Oakdals Rd., Grand Prairle, TX 75050
Phone: j97z} 314-8100 Fax: (972) 314-8105
Gity of benton
C[ty of Denton Procurement
Attn: Ms. Karen E, Smith, Assistant Purchasing Manager
9018 Texas Street
penion, TX 76209
�equest for Proposal #4892 Suppiy of High Densiry Polyethyiene Pipe (HBPE) and Accessories
Dear Ms. 5mith,
Attached is a capy of our submittal for your RFP#4592 for HDPE pipe and accessories. Beiow I have
listed our contact and campany information as request:
1. Contact lnformation
Ben Goodall, Sr. Account Manager
Cell Number: (214) 675-�OS3
4ffice f�umber: (g72) 314-8100
E-malf: ben �afeske.com
Chad Abatie, Inside Sales
Celi Number; {979} 393-8545
Of�ica fVumber: (972) 314-8�00
E-mafl: cabatie@gaJeske.com
2. Introduction ��xecutive Summaryl
Gajeske, Inc, is a master distributar of palyethylene pipe, valves, fittings, fabrications, and McElroy
fusion equipment, Far more than 25 years, Gajeslce has posttlaned itself at the forefront of the plastic
piping(HDPE} indusiry provlding services related to material takeo#fs, Safety/OQ trainfng, fusEon
machkne rental, fiefd welding, and general troubleshooting.
What separates Ga�eske from the rest is we are truly the polyethylene specialfst as that is our onfy
business6
Pnlvethviene Fipe. Valve and Fittin� Inventarv &�alss
We stock a large on-hand inventory ($SMM+) of Polyethy[ene pipe frorn 1" to �8" in muiti�le weights
and lengths assisting our customers with better an-time deliveries and tmprave jo� t€melines. Alang,
with our on-hand stack we have our own transportation fleet and drivers, far better con#rol and
scheduting of deliver3es. Ai Gajeske, (nc, we pride ourselves on service, inventary, product knowledge,
custom�r support and cost containment jthrough design and proper praduct speclficatlon
recommendatlons).
RFP 4892
Exhibit D
�J�sl�.�, ���.
FQLYETT-�YLEN� SPECIALISTS
�314 W. Dakdaie Rd., Grand Prairie, TX 75050
Phone: (972) 314-$100 Fax: (972) 314-$105
Fusl n Technicians
We staff highly trained ffeld fusion technicians who can provide complete service or assistance on any
project, no matter how large or small. When you've got a strict target date for project ctimpletian, or
time and logistics make it difficulfi to perform a quality fusion on your own, our experienced fusfon
technfcians on call.
Custom Fabricatfon
We are able to custom fabricate or extrusian weld any polyethyiene structure yau can draw or have a
need for due to challenging jobs or space requirements. We have expertise fn the fabrication of, HDPE
flttings, structures and vaults for custom applicatinns.
�quiqmellt Reu�ir
We are a McElroy Authorlxed Service Center that currently �mplays multiple Certified Master
Mechanics. We can repair, replace, and warraniy all McElroy equlpment and parts in a cost effective and
timely mar�ner. We also have the capabilitfes to repalr and troubfeshoot electrofusion and gas detectian
equipment.
Field Trauhleshootin�
We employ highly tralned, tenured professionafs certlfied in polyethylene fuslon and repair prncesses.
There isn't very much we haven't seen and we are avallable 24/7 to troubleshoot any polyethylene issue
in the field. �or over 25 years, we've positloned oursslves as the foremost authority in the polyethylene
lndustry and we should always be that first call you make.
3. Firms Or�anfzation
a. Gajeske lnc., 1��.4 W. qakdale Rd., Grand Prairie, TX, 75050
b, See Above section 2
c, Business Profile(s), including:
1. Corporatlan
2. Business established 1986
RFP 4892
3. 38MM
A. Master Distributor of
Equlpment
5. Phone: (972) 314-8100
6, 27 years
7. N/A
8. S [ocations in Texas
HDPE ptpe, valves and fitt(ngs -- including McElroy Fusian
�ax; (972) 314-8105
9. Grand Prairie, TX
10, See Section 2
11, Ben Goodall, Sr. Account Manager
Gell Number: (214) 675-2053
office Number: (972} ��4-81ao
E-mail: ben@�aieske,comBen Gaodalf
12. N/A
Exhibit D
������.LA� � .
POLYETHYLENE SF�CIALISTS
�314 W. Oakdale Rd., Grand Prairie, Tx 75050
Phone: (972) 314-8100 Fax: (972) 314-$105
BUSINESS OV�RVIEW QUESTIONNAIRE AND FOR�S
I. Coyttractor Natne: Ga)eske Inc,
2, Address (Principa! Place af Business): 1314 W Oakdale Rd., Crand Prairie, TX 75050
3. Does your company have an established physical �resence in the Sfate of Texas, or the City
of Denton? Yes, 5 Stocking Location thraughoutTexas
4. Tax Payer ID#: 76-0193052
S. Ernail ,Address afPrimaiy contact: benC�?gajeske.com
b, Website Addr�ss: www.gajeske.com
7. Telephone: (972) 3�.4-8300
8, Fax: (972} 314-87.OS
9. Other Locations: Hnuston, Tx —Austin, TX. — San Antonio, 'fX -- Beaumont, 77(
10, Organization Class:
Partnership
Individual
Corporatlon X
Association
11, Date Established:1986
12, Farmer �usir�ess Na�ne: N/A
13. Date of Dissoiutron: N/A
14. Subsidiaiy of: N/A
15. Historically Undetutilized Business: No
16. Pxintcipals and Off�icers: Bob Gajes[ce Jr., CEO/President
Ple�se detail responsibili#ies witl� fl�e name of each principal or officer,
RFP 4892
Exhibit D
�.J�sr�.�� � .
POLY�THYLENE SPECYALI5TS
1314 W, Oakdale Rd., 6rand Prairle, TX 75�50
Phone; (972j 31�-8100 Fax: �972} 314-8105
17. Key 1'ersonnel and Respo:nsibilities;
Ben Goadall, Sr. Accvunt Manager
Celi Number: (214) 675-Z053
pfflce Numberc (972j 314-8100
E-matl: ben@saieske.com
Ci�ad Abatie,lnside Sales
Cell Number: (979) 393-8545
Office Number: (972) 314-8100
E»maEl; cabatie@gajeske.com
Please detail responsibilities with the name of each key personnel,
18. Nutnbe�• of Personnel by Discipline: 78
RFP 4892
1-��rr°' /'
�%����'. ��'
AUmrroxo� CNlr,�o.v Paiarn Cxrxua� fou��HrlP
Exhibit D
www.periormancsp9pe.com
Butt 90° Elbow
�aoauc�p ro ASTM D2513 & D3261
and AWWA C909 -02 & C9p6-99
�ut�9q �mensions Pa. ckaue Rackaue eox. , , � eference
Dearee Ells DRIWaII A x B(in) antit Wet 1hs. Qu.a� � A�� 95p 20o Number
1/2" CTS 0.090 wall 1.69 x 1.79 10 0.4 100 "M.50"L9�D�
3/4" C'TS 0.080 waU 1.72 x 2.9� 10 0.8 so *M.75`L90D''
1"CiS fl,�2swa11 �•s9x2.94 10 0,9 50 '`M0�0*i.90D�"
3/4" 1PS DR 1� 4.72 x2.94 10 0.9 50 x *M.75*1.90D*
1" IPS DR 11 'I.72 x 3.06 10 1.3 50 X X *M090*L90D*
DR 9 2.50 x 3,88
1 1/4" 1PS pR 10 3.43 x4.50 10 3.2 20 x "M1.25*L90Dk
DR 11 x
1 1!2" !pS n� �� 3.00 x 4.50 10 5.0 10 x *M1.50*L90D"
DR 7 10,8
2" ]pS QR 9� 2.88 x 5.46 10 7:6 �� x x x x `M020*190D'�
DR 17 7.6
oR 7 3.OD x 6.00 11.7
DR 9 X
3" 1PS DR 91 !�1.5 q 4 x x x *M030*L.80A*
DR 13.5 3,00 x 5.63 7,3 x
DR 97
DR 7 3.00 x 6.00 16,2
DR 9 x
a" (PS pR 11 ! 91.5 4 4 x x x `M0�30``L90D"`
DR 13.s 3.00 x 6.75 i6.3 x
DR '17
oR � 2�.z
DR 9 �.25 x 8.83 26.$ x
B" IPS DR 11 / 11.5 2 17.3 2 x x x '`M060"L90D*
DR �3.5 4,00 X 8.25 16.6 X
pR �i7
DR 7 26.5
p� g x
8" IPS bR 13.5 B•fl0 x 11.89 1 z x "M080*L9{3D*
20,2
DR 17
�- CSAand IAPMO avaflable as pr(scoPlex� 6500.MDP� maferials ON�.Y.
2- C3A only Di211 is approved {noE 19.5)
x- Indfcates certiBcatloNapproval for appropriate application af additlona[ charge.
- pr�wing No. CU706247 for 112° CTS thru 1° IPS � CU7o6255 for 1-114° IP8 thru S" IF'S
Bulfetin; PP 2.01
Page 1 oF 1
December 2006 Sugersedes all prevfous publlcations
o 20D3-2o06 Chewon Philffps Chemical Company LP
Performance Pipe , a divislon of Po Box 263006 Phone; 80Q527-0662
Chevron Phiilips Chemical Company LP Plano, TX 7502&-9�B Fax; 972-599-7348
RFP 4892
�""�-�" r' /
� ���
A DlVISlOH Of CNfVR011 PHlI i1P5 CNfM1CA! COMPAIiY LN
Exhibit D
BUTT iEE
www.performancepipe.com
P�oouc�a To ASiM C�2593 � D3261
and AWWA CSU�t-02 & C906aS9
o[ded � a�� Dimens9ons Packaae Packa Box ��, �AP��t �. Reference
Butt Tee R� x B x L in uantit Wei h s. ti � 2� Numb r
1/2" C7S 0.090wa11 1.69 x 2.83 x 5.65 t0 0.6 �� x "Ni.50"TSTR*
3/4° CTS o.O9Q wall i.72 x 2.84 x 5.$8 10 1.1 50 `I1h.75*75iR*
1" CTS o,�i4z wall 1.72 x 2.�J�1 x 5.88 10 1.3 �a "MO'[0*TSTR'`
0.925 wall 5f7
9/2" tPS DR 9.3 1.72 x 2.9�4 x 5.88 10 .8 50 iM.56``iSl'R'
3/4" IPS OR 91 1.72 x 2.9a x 5.68 90 1,2 50 x "M.75`i'S7R"
1" IPS p� �� 1.72 x 3.06 x 6,�2 �a 1�8 5o x `MQ10�'TSTR�
DR 9 2,50 X 3.90 x 7.80 90 a.4 10
1 1!4" IPS DR 10 2.�5 x 4.53 x 9.25 10 r�,2 10 x *M1,25*TS�'R*
qR 1f 10 x
1 1/2" IPS pR 9� 3,02 x 4.62 x 9.24 10 S.B �D x x "M1.50'T57R'`
QR 7 10 94.0 10
DR 9 2,88 x 5,128 x 10 11.8 10 x
2° fPS pR 11 10.25 40 10.0 10 x x x "M�20"TSTR*
DR 97 10 10.0 10
DR7 3.00x8.08x42.13 4 'i5.3 4
QR 9 a 14.9 a x
3" IPS qR 11 ! 4 x2 x x "M030*75TR'`
DR 13.5 3.Q0 X 5.72 x 11.A� 4 10,4 4 x
DR 17 Q
pR 7 3.00 x 6.22 x 72.44 q 23•� 4
qF2 S R 22.0 4 x
4" IPS DR 11 ! 4 21.0 4 x x x *MQ40"TSTk�''
DR 13.5 3.00 x 6.75 x 13.50 a 20.o a x
DR 17 4 19,9 4
4R 9 �.25 x 8.63 x 17.25 1 16,7 � x
8" iPS OR 19/ 1 x2 x x "M060"TSTR*
QR 13,5 4.06 x 8.31 x 16.82 1 97.6 1 x
Df217 1
DR 7 1 37.6 9
8" IPS pR qq 6.00 x 12.09 x � 26 5 1 x x x *M080*TSTFt*
pFt 13.5 24.1$ 9 26.3 1 x
pR 17 �
'- CSA and IAPMO available as I�riscoPfex� 6500 MOPE materials ONLY.
2� CSA only Df211 is approved (not 11.5)
x- Indlcates cettiflcat(onlapproval fur appllcation or test at additional charge,
, DrawiFtq No. GU70B246 for 1!2° CTS thru 1" IPS & CU70B256 for 1-1lA" IPS thru 8" iPS
Bullaiin: PP 3.01
Page 1 ot 1
December 2006 Supersedes alI prevlous publicatEons
02003-2Q06 Chevron Phillips Chemlcai Company GF'
� Perfor�nance Pipe , a divfsion of � PO Box 269006 �� Phone: 80D-527-0662 �+�
RFf���L°n Phllifps Chemical Company LP F'lano, TX 75026-9066 Fax: 972-599-7348
Exhibit D
!
�A%�%IRAMN�EPXP�F
A DirruoN a(xrrrox Vx�iurs Cxf�ru� (o�r,�xr 1P
www.performan ceplpe.com
IPS Flange Adap�ers
PRODUCED TO AWWA C901-02 & C906-99 ASTM D3261
MEETS ASTM D2513 F�R OiLFIELD APPLICATIONS
IVominal Siz� pimensions pimenslon Packaue c a e St,�„i. ,�M_ e e ce
(�clual Size � B x C fn T j�,�l Q�yr, �►eiaht {Ibs.) [tem �5p 260 Code
DR7 �73/8x12 2.3 ��
nR 9 35 Y x
� 4" DR 11 � 26 X *M44Q*ADFL*
14.040" �R �7 q� 3/8 x 97 1!2 1.5 18
DF2 21 iJ
17
DR 28
DFt 8 20 x 12 2.6 A5 x
Y
1�„ DR 11 33 x
DR 17 � 25 M160�`An�L*
'16.OQ0° DR 21 20 x'f 1 1/2 1.7 22 N
DR 28 18
QR 11 41 Y x
�$" ��'7 20 518 x 11 1!2 'f,9 l 30 "M180*A�FL*
'f8.000' D�2� 25 N
DR 26 20
2a�� DR 41 23 1/4 x 12 2.'[ 1 56 Y x `020*ADFL*
2Q,000' p� q7 Y
22�� n� �� Y X
251l4 x 12 2.3 'I 6$ "022`ADFL*
22.00On DR 17 Y
24�� pR 91 Y x
27 3f4 x 12 2.5 1 83 "024"ADFl:'
24.000' pR'f7 Y
x- Indlcates certifrcalloNapproval for application at addiftonal charge.
- Dimansions and weights are approximata and subJeck to change.
- Drawing No. CU70D275
Bulletln, pP �.01
Page 2 of 2
February2�1Q Supersedas all previous publloatians
� 2a02-2010 Chevron Phlllips Chemlcal Colnpany LP
Performance Aipe , a divls(an of 5085 W Park �Ivd STE b00 Phone: 800-527-0662
RFP ��ron Phlllips Chemlcal Company LP Piano, TX 75093 Fax; 972-589-7348
Exhibit D
� _ i
I��n�auvc�l�r�
A O,nsros oi Cxrvrox P,+nr�rs Cxrm�a� Ca�+v.�HrlP
www.pe►Tarmanceplpe.com
I PS Flange Adapters
PRODUCED T4 AWWA C901-02 & C905�99 ASTM D3261
MEETS ASTM D2513 FOR OIL,FIELD APPLICATIONS
Nominal Sixe Dimensions Dt,�ensfon Paaka e Packa e Std. F�. Reference
c a � B x C in T f�{n� ,��y,, Weiaht libs.) Itgm q 50 2pp Code
.� ���� DR 9 0.4 4 } t *
3 918 x 6 1D Y M09.5 AaFI.
9.900° DR 11 Q.3 6
2" DR 7 3 3!4 x 6 6.4 7
DR 9 �5 6 Y x M020*ADFL"
A
2'3�3 D� �� 3 314 x 6 1/8 0,3 5 N x
3" ��9 43/4x6 0.6 12 Y x
� DR 11 12 X M034*ADFL"
3.500 pR 17 4 5/8 x 6 118 0.4 90 �
4" p� 7 6 5/8 x 6 0.8 23
DR 11 �� q7 Y x X *M040'ADFL�'
4.500° DR 77 6 918x 7 118 0.5 g3 N
6�� n�9 85/8x81l8 �.1 �0 66 Y x
dR 91 80 x *M060*ADFL*
8.625° DR '17 8 1/8 x 8 0,7 �2 g0 N
bR 21
DR7 103/�3x85/8 1.4 ��
DR 9 10 Y x
8�� DR i 1 � 9 x •M080*ADFI.*
8.625° dR 21 10 3!4 x 14 0.9 5
17R 26 3 �
Q�7 13x83l4 �,7 17
1 O„ pR 9 15 Y x
DR 1'i .� � � X *M100'ADFL*
10.750" pR 17 �3 x 92 1.1 $
DR 2'I 7 N
QR 26 6
DR 7 �� .��g x 9 9/8 2.1 z�
,� 2„ DF2 9 22 Y x
q�t � 1 1 17 X '�M120"AD�'L`
12.750` DR 17 �5 7/2 x 12 1,3 13
DR 2'I 11 N
DR 26 9
x- Indlcates certllfcatlonlapproval for applicaElon at addifionai charge.
- Dimenslone and welghts are approximata and subJect fo changa.
- brawinp �to. CU70D275
BulleSln, PP 1.U1
Page 1 of 2
February 2010 Supetsedes ell prev(ous publicativns
� 2002-2010 Chevron Phillips Chemical Company l.P
RFP �prmance Pipe , a division af 5085 W Park BNd STE 500 I'hone: 800-527-0662
ron Phlllips Chemical Company l.P Plano, TX 75093 Fax; 972-599-7348
- �
P�I��i�O�MQNi�'P�'P�E
Amr,rmwo� fxtrrox Pnn�ra fxrurrRi lo.wta�rlV
Exhibit D
www.performancepipe.com
Butt 45° �Ibows
Paapuc�p ro AS'TM D2513 & D32G1
AN� AWWA C9(i1402 & 906-99
Buft 5 ��a�� Dimensiuns P c W9in�hf B an �s,A.,' IAPMOS FM Referertce
Dearee Efis A x B(inl uanti �� t� 150 200 Number
DR 7 20.0
2° IP5 �R s 2.45 x 3.20 20 18.6 2D *M020'L45D"
DR 11 15.2
DR �7 13.4
DR 7 11,4
DR 9 10.8 x
3" IPS DR11/11.5 3.10x5.38 4 4 x2 x �M030�`L�45p*
DR 33.5 9.0
AR 17
DR 7 3.00 x 5.38 15.1
DR 9 x
4° IPS br� 11 / 91.5 4 4 x2 x *M0�0*L�5p"`
DR 93.5 3.fl0 x 4.93 9.4 x
DR 97
pR 7 4.25 x 7.12 20.4
pf2 9 x
6' IPS DR 19 !'t1.5 2 2 x2 x x 'M080*L45D*
DR13.5 4,OOx6.38 �i3.3 x
pf217
DR7 227
DR 9 x
8° IPS DR 11 6.00 x 9U.00 4 q7,p 1 x x *MO60*L45D"
DR 13.5 16.3 X
OR 17
'- CSA and IAPMO availabla as briscoPlsx° 6500 MqP� materlals ONLY.
2- CSAonly DR�f1 is approved (not 19.5)
x- Indicates certfflcaffonfapproval for appilcativn at addif[onal charge.
- Drawir�g No. CU708257
Bulletin: PP 2,02
Page 1 of 1
December 2a06 Supersedes aE! prevlous publfca#ions
p 2002-200& Chevron Phlll(ps Chem(cal Company �P
Performance Pipe , a d9vlaion of PO Box 269006 Pt�one: 80Q-527-0662
Chevron Phlllips Chemical Company LP Plano, TX 7502&-9066 Fax: 972-599-7348
RFP 4892
DATE (MMIDD/YYYY)
'``� °� CERTIFICATE OF LIABILITY INSURANCE 3/5/2013
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES
BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER�S�, AUTHORIZED
REPRESENTATIVE OR PRODUGER, AND THE CERTIFICATE HOLDER.
IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to
the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the
certificate holder in lieu of such endorsement(s�.
PRODUCER CONTACT
NAME:
Carroll Insurance Agency, Ltd. PHONE ,(281) 656-3000 NC No: �Z61)656-3001
14906 FM 529 E-MAIL service@carrollins.com
ooRess:
INSURERI51 AFFORDING COVERAGE NAIC #
Houston TX 77095
INSURED
Gajeske Inc.
6200 N. Houston Rosslyn Rd.
ers Llo ds Insurance 41262
r Oak Fire Insurance 5615
ers Indemnitv Comt�anv of 5682
� Houston '1.'X 77091-3410 � INSURERF: � �
COVERAGES CERTIFICATE NUMBER:12/13 all lines REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD
INDICRTED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIf�, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS,
EXCLUSIONS AND CONDIT�ONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
INSR TypE OF INSURANCE ADDL SUBR POLICY NUMBER MMID�DY� MMIDD� LIMITS
LTR
GENERAL LIABILITY EACH OCCURRENCE $ 1� OOO � ODO
DAMAGETORENTED lOO OOO
X COMMERCIAL GENERAL LIABILITY P E ISES Ea occurtence $ �
A CLAIMS-MADE �X OCCUR 6302510R037-12 6/6/2012 6/6/2013 MED EXP (Any one person) $ 5 r ���
PERSONAL 8 AOV INJURY $ 1� OOO � OOO
GENERAL AGGREGATE $ 2� OOO � O00
GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ 2� OOO � OOO
POLICY X PRO- LOC $
ALITOMOBILELIABILITY Eaa8cde0tSINGLELIMIT 1 OOO OOO
B X ANY AUTO BODILY INJURY (Per person) $
ALLOWNED SCHEDULED A2501R016 6/6/2012 6/6/2013 BODILYINJURY(Peraccident) $
AUTOS AUTOS
NON-OWNE� PROPERTY DAMAGE $
HIREDAUTOS AUTOS Peraccident
PIP-easic $ 2 500
X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ S� OOO � OOO
C EXCESS LIAB CLAIMS-MADE AGGREGATE $ 5� OOO � O00
DED X RETEN710N$ 10,00 UP2794R71A-12 6/6/2012 6/6/2013 $
C WORKERS COMPEN3ATION X WC STATU- OTH-
AND EMPLOYERS' LIABILITY
ANYPROPRIETORIPARTNER/EXECUTIVEYrN E.L.EACHACCIDENT $ 1 OOO OOO
OFFICERIMEMBEREXCLUDED7 � N�A EU82512R29A-12 6/6/2012 6/6/2013
(Mandatory in NH� � E.L. DISEASE - EA EMPLOYE $ 1 OOO OOO
If yes, desc�be unde�
DESCRIPTION OF OPERATIONS below E.L. OISEASE - POLICY LIMIT $ 1 OOO OOO
A Rented/Leased Equipment 6302510R037-12 6/6/2012 6/6/2013 Maxenyoneltem $600,000
Deductidle $2 � 500
DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 701, Addltlonal Remarks Schedule, if more apace is requi�etl�
See attached Comments/Remark paae (Form OFREMAREC) for additional information.
CERTIFICATE HOLDER
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN
Gity of Denton ACCORDANCE WITH THE POLICY PROVISIONS.
Material Management Department
9�ZB Texas Street AUTHORIZEDREPRESENTATIVE
Denton, TX 76209
D Carroll, CIC, CRM/G � - ,��- { �
ACORD 25 (2010I05) O 1988-2010 ACORD CORPORATION. All rights reserved.
INS025i�n�nn��ni Tho Af:flRll namn anrl Inr�n a�n roni¢farorimar4c nf ARf1R11
COMMENTS/REMARKS
The General Liability and Auto policies include a blanket additional insured endorsement
provision that provides additional insured status to the certificate holder only when
there is a written contract that requires such status. The contractual liability coverage
provided by the General Liability is standard and may not cover all liabilities assumed by
the named insured under its contract with the certificate holder.
The General Liability, Auto and Workers Compensation policies include a blanket waiver of
subrogation endorsement that provides this feature only when there is a written contract
that requires such status.
The policies include a blanket notice of cancellation to certificate holders. The
endorsement provides 30 days advanced notice if the policy is cancelled by the company
other than for nonpayment of premium, 10 days notice after the policy is cancelled for
nonpayment of premium. Notice is sent to certificate holders with mailing addresses on
file with the agent or the company.
Umbrella Follow Form: Any person or organization, other than the Named Insured, included
as an additional insured under Schedule Underlying Insurance, but not for broader coverage
than would be afforded by such Scheduled [Jnderlying Insurance.
OFREMARK COPYRIGHT 2000, AMS SERVICES INC.
POLICY NUMBER: Y-630-251�R037-TLC-12
COMMERCIAL GENERAL LIABILITY
15SUE DATE: D6-28-12
THIS ENDORSEMEN7 CHANGES THE POLICY. PLEASE READ IT CAREFULLY
QESlGIVATED PR�JECT(S}
GEI�ERAL AGGREGATE LIMIT
This endorsement modifies insurance provided under the follawing:
CQMMERCIAL GENERAL LIABILITY COVERAGE PART
SCNEDULE
Designated ProJect(s):
EACH "PRQJECT" FOR WIiICH YOU HAVE AGk��D, IN
A WRTTTEN CONTRACT WFIICH TS IN LI'FECT DURING
THIS POLICY PBkIOA, TO PROVTDE A SEPARATE
GPsNERAL AG(3REGATE LTMIT, PROVTD�I� THAT THE
CONTRACT TS STC3NED AND PXSCCPPLD BY YOU
B�FORE TA� "BODILY SN�7IIRY" OR "PROP�RTY
DAMAGE" OCCIIRS.
A. For all sums which the insured becomes legally 3.
obligated to pay as damages caused by "occur-
rences" under COVERAGE A. (SECTION Ij, and
for all medical expenses caused by accidents un- i
der GOVERAGE G(SECTION I), which can be
attributed only to operations at a single dosiy-
nated "projecY' shown in the Schedule abave:
1. A separate Designated Project General Ag-
gregate Limit applies to each designated "pro-
ject", and that limit is equal to the amount of
fhe General Aggregate Limit shown in the 4.
Declarations, unless separate Designated
Project General Aggregate(s} are schod-
uled above.
2. The Designated Project General Aggregate
Limit is the mosl we will pay for the sum of all
damages undar COVERAGE A., except
darnages because of "badify injury" or "prop-
orty damage" included in the "praducts-
cornpleted operations hazard", and for medi-
cal oxpenses under COV�RAGE C, regard-
less of the number of:
a. Insureds;
b. Claims mad� or "suits" braught; or
c. Persons or organizatians making ciaims
or bringing "suits".
D@signated Project
General Aggregate(s):
$200Q000 GE�I�RAL
AGGREGATE LIMIT
SHOWN ON THE
DECLARATION5.
Any payments made under COVERAGE A.
for d�mages or under COVERAGE C. for
medical expenses shall reduce the desig-
nated Project General Aggregate Limit for
that designated "projecP', Such payments
shall not reduce the General Aggroga#e Limit
shown in the Declarations nor shall they re-
duce any other Designated Project General
Aggregate Limit for any other designated
"projecN' shown in the Schedule above.
The Iimits shown in the Declarations for Each
Occurrence, Damage To Rremises Rented
Tu You and Mediaal Expense continue to
apply. However, in5tead of being subject t�
the General Aggreg�te Limit shown in the
Declarations, such Ifmits wili be subject to the
applieable Designated Project General Ag-
gregate Limit.
B. For all sums which the insured becomes legally
ab(igated to pay as damages caused by "accur-
rences" under CQVERAGE A. (SECTI�N I), and
For all medical expenses caused by accidents un-
der COVERAG� C. [SECTfON I), which cannot
be attributed anly to op�rations at a single desig-
nated "praject" shown in the Schedule above;
CG D2 11 0�1 04 Copyright, The Travelers Indemnity Company, 2004 Page 1 of 2
COMMERCIAL GLNERAL LIABILITY
1. Any payments made under COVEF2AGE A.
for damages or under COVERAGE C. for
medical expense� shall reduce the amount
available under the Generai Aggregate Limit
or the Products-Completed Operations Ag-
gregate Limit, whichever is applicable; and
2. 5uch payments shall not reduce any Desig-
nated Project General Aggregate Limit.
C. Part 2, of SECTfON III — LIMITS oF INSURANCE
is deleted and replaced by the fallowing;
2. The Generai Aggregate Limit is the most we
will pay for the sum of;
a. Damages under Coverage B; and
b. Damages from "occurrences" under
COVERAGE A(SECTION Ij and for all
medical expenses caused by accidents
under COVERAGE C(SECTION I) which
cannot be attributed only to operations at
a single designated "project" shown in the
SCHEDULE above.
D. When coverage for liability arising out of the
"products-compleled operations hazard" is pro-
vidod, any payments for damages because of
"bodily injury" ar "property damage" included in
the "products-comploted operations hazard" will
reduce the Products-Compfeted Operations Ag-
gregate Limit, and not reduce the General Aggre-
gate Limit nor the Designated Project General
Aggregate Limit.
�. For the purposes of this endorsement the Definl-
tians Section is amended by the addition of the
following deFnition;
"Projeck" means an area away from premises
owned by or rented to you at which you are per-
forming operations pursuant to a contract or
• agreemenl. 1=or the purposes of determining the
appiicable aggregafe limit of insurance, each
"project° tllat includes premises involving the
same or connecting lots, or premises whose con-
nection is intern.ipted only by a street, roadway,
waterway ar right-of-way of a rallroad sfiail be
considered a single "project".
F. The provisions of SECTION III — LIMITS OF
INSURANC� nat ofhennrise modified by this en-
dorsement shall continua to apply as stipulated.
Page 2 of 2 Copyright, The Traveiers Indemnity Company, 2004 CG D2 11 01 04
COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMEf�T CHANGES TH� ROLICY, PLEA3E READ IT CAREFULLY
BLAh1KET ADDITIONAL INSURED
�CONTRACT(�►RS)
This endarsement modifies insurance provided under the following:
C�MMERGIAL GENERAI. LIA8IUTY COVERAGE PART
�I. WHO IS AN INSURED —(Section II) is amended
to include any person or organizaCion that you
agree in a"written contract requiring insurance"
to include as an additional insured on this Cover-
age Part, but:
a) Only with respect to liability for "bodily injury",
"properiy damage" or "personal injury"; and
b) If, and only to the extent that, the injury or
damags is caused by acts or omissfo�s of
you or your subcontractor in the performance
of "your work" to which the "written contract
requiring insurance" applies. The person or
organizatfon does nat qualify as an additio�al
insured with respect to the independent acts
or omissions of such person vr organlzatio�.
2. The insurance pravided to ihe addltlonal insured
by this endorsement is limited as follows;
a) In the event that the Limfts of Insurance of
this Coverage Part shown in the Declarations
exceed the limits of Iiability required by the
"written contract requiring insurance", the in-
surance provided to the additlanal Insured
shall be limited ta the limits of liability re-
quired by that "written contract requiring in-
surance". This endorsement shall not in-
crease the limits of insurance described in
Section III — Limits Of Insurance.
b) The insurance provided to the additional in-
sured does not apply to "bodily injury", "prop-
erty damage" or "personal injury" arisiny out
oF ihe rendering of, or failure to render, any
professional archiiectural, engineering or sur-
veying services, including:
i, The preparing, approving, or failing lo
prepare or approve, maps, shap clraw-
i�gs, apinlans, reports, surveys, field or-
ders or cha�ge orders, or the preparing,
approving, or failing to prepare or ap-
prove, drawings and specificafions; and
ii. Supervisory, Inspection, architectural or
engineering activi#ies.
c) The insurance provided to the additional in-
sured does not apply to "bodily inJury" or
"property damage" caused by "your work"
and inciuded in the "products-campleted op-
erations hazard" unless the "written contract
requiring insurance" specifically raquires you
to provide such caverage for that additional
insured, and thon the insurance provided ta
lhe additional insured applies only to such
"bodily injury" or "property damage" that oc-
curs before the end of the period of timo for
which the "written contract requiring i�sur-
ance" requires you to pravide such coverage
or the end of the policy period, whichever is
sarUer.
The insurance provided to the addit(onal insured
by this endorsement Is excess over any valid �nd
collectible "other insurance", whether primat3r,
excess, contingent or on any other basis, that is
available to the additianal insured for a loss we
cover under this endorsement. However, if the
"written contract requiring lnsurance" speciflcally
requires that this insurance apply on a primary
basis or a prlmary and non-contrlbutory basis,
this insurance is primary to "other insurance"
available to the additional insured which covers
th�t persqn or organizatian as a named insured
for such lass, and we will not share with thaf
"oll�er insurance". 8ut the insurance provided to
the additional insured by this endorsement still is
excess over any valid and collectible "other in-
surance", whether primary, excess, contingent or
on any other basis, that is available to the addi-
tional insured when that person or arganizatian is
an addltional insured under such "other insur-
ance".
4, As a condition of coverage provided to the
additional Insured by this endorsemont:
a) The additional insured must give us written
natice as soon �s practicable of an "occur-
rence" or an offense which may result in a
olaim. To the extent possible, such notice
should include;
CCy D2 46 08 05 OO 2005 The St. Paul Travolers Companies, Inc. Page 1 of 2
COMMERCIAL GENERAL LIABILITY
i. How, when and where Ihe "occurrQnce"
or offense took place;
ii. The names and addresses of any injured
persons and witnesses; and
iii. The nature and location of any injury or
damage arising out of the "occuRence" or
offense.
b) If a claim is made or "suiY' is brought �c�ainst
the additional insur�d, the additional insured
must:
i. Immediately record the specifics oF the
claim or "suit" and the date received; and
ii, Notify us as soon as practicable.
The additlonal insured must see to it ihat we
receive written natice of the claim or "suit" as
soon as practicable.
c) The additional insurQd must immediately
send us copies of all legal papers received in
connection with the claim or "suit", cooperate
with us in the investigation or settlement aT
the claim or defsnse against tho "suit", and
atherwise comply with all policy conditi�ns.
d) Tho additlanal insured must tender the do-
fense and indemnity of any claim or "suit" to
any provider af "other insurance" which would
covor the additlonal insured for a loss we
cover unde� this endorsement. However, this
condition does not affect whether the insur-
ance provided to the additional insured by
this endarsement is primary to "other insur-
ance" available to the additional insured
which covers that person or organizatian as a
named insured as described in paragraph 3.
above.
5. The following definition is added to SECTI�N V.
— DEFINITIONS:
"Written contract requiring insur�nce" means
that part of any written contract or agreement
under which you are required to include a
person or organization as an additional in-
sured on this Coverage Part, provided that
the "badily injury" and "property damage" oo-
curs and the "personal injury" is caused by an
offense committed:
a. After the signing and execuiion of the
contract or agreement by you;
b, While that part of the contract or
agreement is in effect; and
c. Before ihe end of the policy period.
Page 2 of 2 m 2005 The St. Paul Trave►ers Campanies, Inc, CG D2 46 08 05
TRAVELERS�� One Tower Square, Hartfnrd, Connecticut o6183
COMMERGIALGENERAL UABILITY POUCY NO.: y_630-2510R037-TLG-12
COVERAGE PRRT DECLARATIONS ISSUE DATE: 06-2a-12
INSUitING COMPANY.
THE TRp,VELERB LLOYDS TNSCJRANCS COMPANY
DECL.AftATIONS PERIOD: From 06-06-12 to 06-06-13 �2:01 A,M. Standard Time at your mailing
address shown in the Cammon Policy Declarations.
The Commercial General Liability Coverage Parl consists ot these Declarations and tha Coverage Form shown
below.
'I. CQVERACE AND LIMITS OF INSURANC�:
COMMERGIAL GENERAL LiABILITY COVERAGE FORM
Goneral Aggregate Limit
(Other than Products-Compleied Operations)
Products-Completed Operations Aggregate Limit
Personal & Adve�tising InJury Limit
Each Occurrence Limit
Damage To Premises Rented To Yau Limit (any one premises)
Medical Expensa Limit (any one person)
2. AUDIT PERIOD: ANNiJAL
3. FQRM OF BUSIN�SS: CORPORATION
LIMITS OF INSWRANCE
$ 2,000,000
s 2,000,000
$ Z,000,000
$ 1,QOO,ODO
g ioo,oao
$ 5,000
4. NUMBERS OF FORMS, SCHEDULES AND ENDORSEMEN7S FORMING PAFtT OF THtS COVERAGE
PART ARE ATTACHED AS A SEPARAT� LISTING.
C�MMERCIAL GENERAL LIABII.ITY COVERAGE
IS SUBJECT TO A GENERAL ACGREGATE LIMIT
CG TO 01 11 03
Page 1 of 1
PRQDUCER: CARROLL INS AGC7C LTD H8129 QFFICE: I3pU5TON U86
rRavEZERS' J''�
POLICY NUMBER: Y-630-2510R037-TLC-12
EFFECTIVE DATE: �6-Q6-12
(SSUE OATE: 06-28-12
LISTING OF FORMS, EN]70RS�MENTS A.ND SCFIEDULB NUMBTRS
TAIS LISTIN(3 SHOWS THE NUMBER OF FOItM3, SCHEDUL�S AND �NDORSEMENTS
BY LINE OF BUSINESS.
IL TD 02 11 89 COMMON POLTCY A�CI,AR}1xi0N5
IL x8 D1 10 93 FORM5, ENDOR3�MLNTS AND SCHEAIILE NUMS�I2S
IL TO 35 07 07 CQMMON POLICY C�NDITTONS-TSXAS-DELURB
IL TO p3 04 96 LOCATION SCHEDIILE
IL TB DO GENERJIL PURPOS� ENDORSEMENT
DET,U%E PROPERTY
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D�LUXE PR4PERTY COV PART DECLARATIONS
DELiTXE PROP COV PART SCH�D-SPECIF LIbITT3
MpR'�t3A0EE HOLDBR SCHEDIIL�
TABI,F� OF CON'r�NTS - DELUXE pROP COV PART
AELUXE PROPERTY COVEkAG� FORM
WINDST�RM OR HATL DEDUCTISLES
PERS PROP�RTX OUT5IDE COVERAGFs TBRRTTORY
VACANCY RESTRICTION
COINSURANCE - DIRECT DAMAGI�
CAUSES OF LQ55 - EQUIPMEIJT BRPAICDOWN
ADDITZONAL �NSiJRED
LOSS FAYABLE PROVISIONS
TERRORI9M RISR IN5 ACT 2002 DT3CL�SURE
T�XA5 CHANGE9
PLBCTRONIC VANllAL2SM T,IMITATTON
COMMERCIAL G$NERAL LI,ABIT,ITY
CG TO
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COML GENERAL LIABILITY COV PART DEC
DECLARATION9 PR�MIUM SCHEAULPs
K�Y Ta DECLARATION3 PRBMZUM SCHEDIILI3
TABLE OF C�NTENTS
COI�II�iERCZAL QENERAL LIA$TI�ITY �OV FORM
AMENDt4ENT OF COVSRAQE - POLLUTTON
AMEND COVERAGIi B- PERB & ADV INNRY
CAP QN LOSSLS-C�RTrF'IED ACTS-TL�RROR�SM
OTHER INSUF2ANCF-F�I]DITSONAI, INSUREDS
AMEND-NON CIIMULATI�N OF EA,CH OCC
DSSIGIdAT�I] PROJECT(3) G8N AGGR LIMIT
HLANRET ADDITIONAL TN3UR�SD (C(JNTRACTORS)
AMENDMBNT OF COVERAGE-COOLTNG-POLLUTION
INTERNATIONAL XTEND ENDORSEMFNT
AM�NDMENT QE' COVERAG$
EXCLUSION - UNSOLZCTTEA COL�d[JNICATTON
MOSI�,E GQUTP/EXCL VEHICLES SUB TO MV LAPT
AMEND CONTAAC LIAB �}CCL-EXG TO NAMED INS
IL T8 U1 10 83 PAGE c 1 08
iRAV�LERSJ�
POLICY NUMBER: Y-630-2510R037-TLC-12
EFFECTIVE DATE: �6-06-12
ISSUE DATE: 06-28-12
COMMERCZAL G�NNFRAL LIABILITY (CONT2NUPSD)
Ci� D6 18 10 11 EXCL-VIOLATTON OF CON5UMER FIN PROT LAWS
CG F2 68 05 05 TX CWsNG�S-$MPL RELAT�D P17ACTICEB EXCL
C4 D2 9U 06 01 �XCLU9TON - SILICA
CG D2 92 p1 02 L�XCLUSION WAR
CO T4 7B 02 90 EACLIISTON-ASaSSTOS
CG 01 03 06 06 TEXAS CHANOES
L'�'MPLOXfiPs HEN�FITS LSABTLITY
CG TO 09 09 93 Eb4PL0YE& SPNEFITS LIAH COV PART DEC
CG TU g3 11 88 EMPLOY'�E BENEFZTS LIIiB TABLE OI' CONT�NT'S
CC� T1 O1 07 86 EMPLOI'ES BENEFIT3 LIABTLITY COV FORM
CG T5 30 06 89 AMENDMENT-EBL
CG Dp 38 03 95 EXCLIISION-IRC VIOLATIONS
CG T4 85 11 88 ADDITIONAL EXCLUSION-�SL
Ca F4 17 12 05 TX CHANGES - DIITIPS
TNT�RLINE ENDORSEMENTS
IL T3 68 05 10
IL T3 76 10 10
IL T4 00 12 09
IL T3 82 09 06
IL T3 79 O1 08
IL 00 21 09 08
IL D1 68 09 08
IL FO 19 03 98
IL FO 22 08 98
TL k'0 26 09 98
TL T9 56 04 93
F�D�RAL TERRORISM RIBK INS ACT DISCL03Ps
CAP ON LOSSES CERTIFI�D ACT �F TERFtORISM
D�SIGNATED ENTITY-C/NR PROVIDEA BY US
EXCL OF LOSS DII8 TO VTRQS OR BACTERIA
CAPS ON LOSSLS FROM CERT ACTS OF TBRROR
NUCT,�AR SNEROY L:CAB EXCT, P�ND-BROAD FORM
TB7CP�5 CHANGES-DUTT�rS
T�XAS CiiADTGES - CANC AND NQN-RL�NEWAL
};}CCL OF C�RTATN CO�IPUTER It�LATED LOSSE3
D�5 �NTITY-EARL2E�R NOx CANCEL/NONFiENi4-TX
TX CHANaE3-N�TICE QF CLAIM OR SSTTLEMENT
tL T8 01 90 83 PAGE: 2 OF 2
COMMERCIAL GENERAL LIABILITY
THIS ENDORSEMENT CHANGES THE PDLICY. pLEASE R�AD IT CAREFULLY.
INTERNATION�AL XTEND ENCiORSEMENT
This endarsement madifies insurance provided under the following:
COMMERCIAL GENERAL LIABILITY COVERAGE PART
G�N�RAL QESCRIpTION OF COVERAGE — This endorsement broadens coverage. However, coverage for any
injury, damage or medical expensas described in any of the provisions of this endorsement may be excluded or
limited by another endorsement to this Coverac�e Part, and these coverage broadening provisions do not apply to
the extent that caverage is exeluded or limited by such an endorseme�t. The following listing is a general cover-
age description only. Limitations and exclusions may apply to these coverages. Read all the provisions of this en�
dorsement and the rest of your policy carefully ta determine rights, duties, and what is and is not covered.
A. Broadened Named Insured K. Bodily Injury to Co-Employees and Co-
B. Blanket Additional Insured — Braad Form Volunteer Workers
Vendors L. Aircraft Chartered with Crew
C. Limited Worldwide Liability Covarage — In- M. Non-Owned Watercraft — Increased from 25
demnity Basis feet ta 50 feet
D. Damage To Premises Rented To You N. Increased Supplementary Payments
• Perils of firs, explosion, lightning, smoke,
water
• Limit increased to $300,000
E. Blanket Waiver of Subrogation
F. Blanket Additional Insured — Owners, Manag-
ers or Lessors of Premises
G. Blanket Additianal Insured — Lessors of
Loased Equfpment
H. incidental Medical Malpractice
I. Personal Injury, Assumed by Cantract
J. �mended Bodily Injury Definition
PROVISIONS
A. BROADENED NAM�D INSURED
1. The foHowing is added to 5EC710N II — WHO
15 AN INSURED;
Any organization, other than a partnership or
jolnt venture, over which you maintain owner-
ship or majority int�rest on the sffective date
of the policy qualifies as a Named Insured.
However, coverage For any such organization
will cease as of the date during the policy pe-
riod that you no longer maintain ownership af,
or majority interest in, such organization.
2. The following replaces Paragraph 4.a. of
SECTION II — WHO IS AN INSUREp:
• Cost of bail bonds increased to $2,500
• Loss of earnings increased to �500 per
day
O. Medical Payments — Limit increased to
$10,000 per person
P, Knowledge and Notice of Occurrence or Of-
fense
Q. UnintentionalOmisslon
R. Reasonable Force — Bodily InJury or Property
Damage
S. Transportation Gxpenses For Repatriation or
Relocation of Injured Or Sick Emplayees
a. Coverage under this provision is afforded
anly until the 180th day after you acquire
or form the organization or the end of the
policy period, whichever is earlier, unless
reported in writing to us within 180 days.
B. BLANKET ADDITIONAL INSURED — BROAa
FORM VENDORS
The following is added to SEC710N il — WHO IS
AN INSURED:
Any person or organization ihat ls a vendor and
that you havs agreed in a written contract or
agreement to include as an additional insured on
this Coverage Part is an insured, but only with rs-
spect to liability for "bodily injury" or "property
damage" ihat:
CG D4 5810 0& � 2oot3 The Travelars Companies, Inc. PBge 1 of 9
COMMERCIAL GENERAL LIABILITY
a, Is caused by an "occurrence" that takes place
after you have signed and executed that con-
t�act or agreement; and
b. Arises out of "your products" which are dis-
tributed or sold in the regular course of such
vendor's business,
The insurance provided to such vendor is subject
ta the following provisions:
�. The limits of insurance provided to such ven-
dar will be the limits which you agreed to pro-
vide in the written contract or agreement, or
the limits shown in. the Declarations of this
Coverage Part, whichever are less.
b. The insurance provided ta such vendor does
not �pply to:
(1) "Bodily injury" or "property damage" for
which the vendor is obligated to pay
damages by reason of the assumption of
liability in a contract or agreemont, This
exclusion does not apply to liability for
damages that the vendor would have in
the absence of the contract or agreement;
(2) Any express warranty unauthorized by
you;
(3) Any physical or chemical change in "your
products" made intenfionally by such
vendar;
(4) Repackaging, unless unpacked sotely for
the purpose af inspection, demonstration,
testing, or the substitution of parts under
instructians from the manufacturer, and
then repackaged in the original eontainer,
(5) Any failura to make such inspections, ad-
justments, tests or servicing as vendors
agree to perfarm or normally undertake to
perform in the regular course of business,
in connection with the distribution or sale
of "your producis";
(6) Demonstration, installation, servicing or
repair operations, except such oparatinns
performed at such vendor's premises in
connection with the sale of "your prod-
ucts"; or
(7) "Your products" which, after distribution
or sale by you, have bean labeled or re-
labeled or used as a conkalner, part or in-
gredient of any other thing or substance
by or for such vendor.
Coverage under this provision does not apply to:
a. Any person or organization from whom you
have acqt�ired "your products", or any ingre-
dient, part or contafner entering into, accom-
panying or containing such products; or
b. Any vendor for which coverage as an addi-
tional i�sured specifically is scheduled by en-
dorsement.
C. LIMITED WC�I�LbWIDE LIABILITY COVERAGE
— INDEMNITY BASIS
1. The following replaces the definition of "cov-
erage territory" in the DEFINITIONS 8ection:
"Coverage territory" means:
a. The United States of America {inciuding
its territvries and possessions), Puerto
Rico and Canada;
b. International waters or airspace, but only
if:
(1) The "bodily (njury" or "praperty dam-
age" is caused by an "occurrence"
that takes place; or
(2) The "personal injury" or "advertising
injury" is caused by an offense com-
milted;
in the course of travel or transpo�lation
betw�en any places included in Para-
g�aph a, above; or
c. All other parls of the world except the
"prohibited area", but only iF the Injury or
damage arises out of;
(1) Goods or products m�de, sold, han-
dted vr distributed by you, or services
provided by you fo your customers or
clients, in the territory described in
Paragraph a. above;
(2) The activities of a person whase
home is in the territory described in
Paragraph a, above, but is away for a
short time on your business; or
(3) "Personal injury" or "advertising in-
jury" offenses committed through the
Internet or similar electronic means of
communication;
provlded that the insured's responsibility to
pay damages is determined in a"suit" on khe
merits brought anywhere in the world except
the "prohibited area", or in a ssttlement we
agres to.
With respect to "occurrences" that take place,
or "personal Injury" ar "advsrtising injury" of-
fenses committed within the territary de-
scribed in Paragraph c. above, the following
conditions apply:
Page 2 of 9 02008 The Travelers Gompanies, Inc. CG D4 5$ 10 08
�
�
This insurance is excess over any valid
and collectible other insurance available
to the insured, whether primary, excess,
contingent or an any other basis.
This insurance is not a substitute for
"compulsory admitted insurance" in any
country or jurisdiction included in Para-
graph c, above, regardless of whether
this insurance would qualify as "compul-
sory admikted insurance" in such country
or jurisdiction or is accepted by the ap-
propriate authorities as proof of "compul-
sary admitted insurance".
You agree to maintain "compulsory ad-
mitted insurance" at the limits required by
law, Your failure to do so will not invali-
date the coverage provided for such "oc-
currences" or offenses, but we will only
be liable to the same extent we would
have been liable had you maintainod
"compulsary admitted insurance",
For purposes of this Paragraph (ii), "com-
pulsory admitted insurance" means in-
surance that is:
(1) Required to be in-force to satisfy th@
legal requirements of a specific coun-
try orjurisdiction; and
(2) Issued by an insurance fund adminis-
tered by such country or jurisdiction
or issued by an insurer licensed or
permifted by law to do business in
such country or jurisdiction.
(iiij Witl� respect to defending the insured
against, or the investigatian or s�ttlement
of, any claim or "suit" broughi against the
insured, the following will apply;
(1) The phrase "We will pay....," in the
first sentenc� of Paragraph 1.a. oF
SECTION I — C�VERAGES — COV-
ERAGE A SODILY INJURY AND
PROPERTY DAMAGE LIABILITY
and Paragraph 9.a. of SECTION I—
C�VERAGES — GOVERAGE B
PERSONAL AND ADVERTISING
INJURY LIABILI7Y is replaced by
the phrase "We will indemnify the in-
sured tor....".
(2) You must arrange to defend the in-
sured against, and investigate or set-
tle, any claim or "sult".
COMMERCIAL GENERAL LIABILITY
(4) We will pay expenses incurred with
our consent for your defense oP the
insured against any "suit" seeking
damages for "bodily injury", "property
damage", "personal injury" or "adver-
tising injury" to which this insurance
applies.
(5) We may, at our discretion, participate
in defending the insured against, or in
the settlement of, any claim or "suiP'.
2. Tha following is added io the DEFINITIONS
Section;
"Prahibited area" means any country or juris-
dictian while any trade sanction, embargo, vr
similar regulation imposed by the United
5tates of America applies to and prohibits the
transaction of business with ar within such
country orjurisdiction.
D. DAMAGE TO PREMISES RENTEQ TO YOU
1. The following replaces the last paragraph of
Paragraph 2., Exclusians, of SECTION I—
COVERAGES -- COVERAGE A BODILY IN-
JURY AND PI20PERTY DAMAGE LIABIL-
ITY:
Exclusions c. through n. do not apply to dam-
age to premises while rented to you, or tem-
porarily occupied by you with permission of
the owner, caused by:
a, Fire;
b. Exploslan;
c. Lightning;
d. Smoke resulting from such fire, explosion,
or lightning; or
e. Water.
A separate limit of insurance applies to such
damage to premises as described in Para-
graph 6. of Section III — Limits Of Insurance.
This insurance does not apply to damege to
premises whils rented to you, or femporarily
occupied by you with permission of the
owner, caused by;
a. Rupture, bursting, or operation of pres-
sure relief devices;
b. Rupture or bursting dus to expansion or
swelling of the contents ot any building or
structure, caused by or rosulting frorn wa-
ter;
(3) Neither you nor any other involved c. Explosion of steam boilers, steam pipes,
insured will make any settl�ment steam engines, or steam turbines.
without our consent.
CG D4 58 10 08 Q 2008 Tho'I'ravelors Compnnles, Inc. Page 3 of 9
COMMERCIAL GENERAL LIABILITY
2. The following replaces Paragraph 6. of SEC-
TION 111— LIMITS OF INSURANCE:
Subject to 5. above, the Damage To Prem-
ises Rented To You Limit is tha most we will
pay under Goverage A far damac�es because
of "praperty damage" to any one premises
while rented io you, ar temporarily occupied
by you with permission of the owner, caused
by fire; explosion; lightning; smoke resulting
from such fire, explosia�, or lightning; or wa-
ter. The Damage To Premises Rented To
You Limit will apply to all damage praximately
caused by the same "occurrence", whether
such damage results fram fire; oxplosion;
lightning; smoke resulting from such firo, ex-
plosion, or lightning; water; ar any combina-
tion of any of these.
The Damage To Premises Rented To You
Limit will be the highar of:
a. $30D,000; or
b. The amount shown on the Declaralions of
this Coverage Part for Damage To f'rem-
ises Rented To You Limit.
4. The fallowing replaces Paragraph a. of the
dofinilion of "insured contracf' in the DEFINI-
TIONS Section:
a. A contract for a lease of premises. How-
ever, khat partion of the contract for a
lease of premises that indemni�es any
person or organization for damage to
premises while rented to you, or tempo-
rarily occupied by you with peRnission of
the owner, causQd by:
(1) Fire;
(2j Explosion;
(3) Lightning;
(4) Smoke resulting from such fire, ex-
plosion, nr lightning; or
(5) Water,
is no1 an "insured contract";
5. The following replaces Para�raph 4.b.(1)(bj
of SECTION (V — COMMERCIAL GENERAL
LIABILITY COND{T14NS:
(b) That is insurance for premis�s rented to
you, or temporarily occupied by you with
the permission af the owner;
E. BLANKET WAIVER OF SUBROGATION
The following is added to Paragr�ph 8., Transfer
Of Rights Qf Recovery Against Others To Us,
�
of SECTION IV — COMMERCIAL GENERAL LI-
ABILITY CONDITIONS:
We waive any right of recovery we may have
against any person or organization because of
payments we make for injury or damage arising
out of premises owned or occupied by or rented
or loaned to you; ongaing operations performed
by you or on your behalf, done under a contract
with that person or organization; "your work"; or
"yaur products". We waive this right where you
have agreed to do so as part of a written contract,
executed by you prior to loss.
BLANKET ADDITIONAL INSURED — OWNERS,
MANAGERS iJR LE3SORS OF PREMISES
The following is added to SECTION II — WHO IS
AN INSURED:
Any person or organization that is a premises
owner, manager or lessar and that you have
agreed in a written contract or agreement to
name as an additional insured on this Coverage
Part is an insured, but only with respec# to liability
for "bodily injury", "property damage", "personal
injury" or "advertising injury" that:
a. Is "bodily injury" or "property damage" caused
by an "occurrence" that takes place, or "per-
sonal injury" or "advertising injury" caused by
an offense that is committed, after yau have
signed and executed that contract or agree-
ment; and
b. Arises out of the ownership, maintenance or
use of that part of any premises leased ta
you.
The insuranco provlded to such premises awner,
manager or lessor is subject to the following pro-
visians:
�. The limits of insurance provided to such
premises owner, manager or lessor will be
the limits which you agreed to provide in the
written contract or agreement, or the limits
shown on the Declarations of this Coverage
Part, whichever are less.
b. The insurance provided to such premis�s
owner, manager or lessor daes not apply to:
(1) "Bodily injury" or "property damage"
caused by an "occurrence" that takes
place, or "personal inJury" or "advertising
injury" caused by an offense that is com-
mitted, after you cease to be a tenant in
that premises; or
(2) Structural alterations, new construction or
damolition operations performed by or on
Paga 4 of 9 O 200II Tho Travelers Companles, Ina CG D4 58 1 U 0$
behalf of such premises ownQr, manager
or lessor.
c. The insurance provided to such premises
owner, manager or lessor is excess ovQr any
valid and collecti�ls other Insurance available
to such premises owner, manager or lessor,
unless you have agreed in a written cor�tract
for this insurance to apply on a primary or
contributory basis.
C. �LANKET ADDITIONAL INSURED — LESSORS
OF LEASED EQUIPMENT
The following is added to SECTION II — WHO IS
AN INSURED:
Any person ar organization that is an equipmont
�essor and that yau have agreed in a written can-
tract or agreement to include as an additional in-
sured on this Coverage Part is an insured, but
only with respect to liability for "bodily injury",
"property damage", "personal injury" or "�dvertis-
ing injury° that: .
a.
0
Is "bodily injury" or "property damage" causod
by an "occurrence" that tal<es place, or "per-
sonal injury" or "advertising inJury" caused by
an offense that is commitied, after you have
signed and executed that contract or agree-
ment; and
Is caused, in whole or in part, by your acts or
omisslons in the maintenance, operation or
use by you of equipment leased to you by
such equipment ►essor.
The insurance provided to such equipment lessor
is subject to the following provisians;
a. The limits of insurance provided to such
equipment lessor will be the limits which you
agreed to provide in the wrltten contract ar
agreement, or the limits shown on the Oecla-
rations of th(s Coverage Part, whichever are
less.
b. The insurance provided to sucl� equipment
lessor does not apply to any "bodily injuiy" or
"property damage" caused by an "occur-
rence" that takes place, or "personal injury" or
"advertising inJury" caused by an offense that
is committed, after the equipment lease ex-
pires.
c. The insurance provided to such oquipment
lessor is excess over any valid and collsctible
other insurance available ta such equipment
lessor, unless you l�ave agreed in a written
contract for this insurance to apply on a pri-
mary ar contributary basis.
COMMERCIAL GENERAL LIABILITY
H. INGIDENTAL MEDICAL MALPRACTICE
1. The following is added to the definition of "oc-
currence" in Ehe DEFINITIONS Section:
Unless you are in the business or occupation
of providing professionai health care setviees,
"occurrence" also means an act or omission
commitied in providing or failing to provide
"incidental medical services" to a person.
2. The following is added to the DEFINITIONS
Sectlon:
"Incidental medical services" means:
a. Medical, surgical, dental, laboratory, x-ray
or nursing service ar treatment, advice or
instruction, or the related furnishing of
food or beverages;
b. The furnishing or dispensi�g of drugs or
medical, dental, or surgical supplies or
appliances;
c. First aid; or
d. "Good Samaritan services".
"Good Samaritan services" means any emer-
gency medical services for which no compen-
sation is demanded or received.
3. The following is added to Paragraph 2.a.(1) of
SECTION II — VIIHO IS AN INSURED;
Unlsss you are in th� business or occupation
of providing professional health care servlces,
Paragraphs (1)(a), (b), (c) and (d} abovo do
not apply to any "bodily injury" arising out of
any providing or failing to provide "incidental
medical services" by any of your "employ-
ees", other than an employod doctor, Any
such "employees" providing or failing to pro-
Vide "incidental medical services" during their
wark hours for you will be deemed to be act-
ing within the scopQ of their employment by
yau or performing duties related to the con-
duct of yaur business,
4. The following exclusion is added to Para-
graph 2., Exclusions, of SECTION I— COV-
ERAGES — COVERAGE A BODILY INJURY
AND PROPERTY DAMAGE LIABILITY:
Sale �f Pharmaceuticals
"Badily injury" or "property damage" arising
out of the willful violation of a penal staiute or
ordinanca relating to the sale of pharmaceuti-
cals committed by, or with the knowledge or
consent of, the insured.
5. The following is added to Paragraph 5. of
SECTION III — LIMITS OF INSURANCE:
CG D4 58 10 08 020D4 The Travalers Compani�s, Inc. Page 5 of 9
COMMERCIAL �EN�R,4L LIAB�LITY
For the purposes of determining the applica-
ble �ach �ccurrence Limit, all related acts or
omissions committed in the providing or fail-
ing to provide "incidental medical sorvices" to
any one person will be wnsidered ona "oc-
currence".
6. The following is added to Paragraph 4.b., Ex-
cess Insurance, of SEC7fON IV — COM-
MERCIAL GENERAL LIABILITY CONDI-
TIONS:
This insurance is excess over any valid and
collectible other insurance, whether primary,
excess, cantingent or on any othar basis, that
is available io any of your "etnployeas" for
"bodily injury" tha# arises oui of providing or
falling to pravide "incidental medical services"
to any person to the extent not subject to
Paragraph 2.a.(1) of SECTION II — WMO IS
AN INSURED.
1. PERSONAL INJURY — ASSUMED BY CON»
TRAGT
'1. The following replaces Exclusion e., Contrac-
tual Liability, in Paragraph 2. of S6CTION I
— COVERAGES — COVERAGE B PER-
SONAL AND ADVERTISING iNJURY LI-
ABII,ITY:
e. Contractuall,iability
"Personal injury" or "advertising injury" for
which the insured is obligated to pay
damages by reason of the assumption of
liabillty in a contract or agreement. This
exclusion does not apply to:
(1) Liability for damages that the insured
would have in the absence of the
contract or agraement; or
(2) Liabiliry for damages because of
"persanal injury" assumed in a con-
tract or agrcement that is an "insured
contracP', provided that the "personal
inJury" is caused by an offense com�
mitted subsequent to the execution of
the contract or agreement. Solely for
the purposes of liability assumed in
an "insured contract", reasonable ai-
torneys fees and necessary litigation
expenses Incurrod by or for a party
other than an insured will be deemed
to be damac�es because of "personal
injury", provided that:
(a) Liability to such party for, or for
the cost of, that party`s defonse
has also been assumed in the
same "insured contracC'; and
(b) Such attorney fees and litigatian
expenses are for defense of that
party against a civil or alternative
dispute resolution proceeding In
which damages to which this in-
surance applies are alleged.
2. The following replaces tha third sentence of
Paragraph 2. of SUPPLEMENTARY PAY-
MEPITS — COVERAGES A AND B;
Nolwithstanding the provisions af Paragraph
2.b.(2) of Section I— Coverage A— Bodily In-
jury And Property Damags Liability or P�ra-
graph 2.e. of Sec#lon I— Coverage B— Per-
sonal and Adver�sing Injury Llability, such
payrnents will not be deemed to be damages
because of "bodlly injury", "property damage"
or "personal injury", and will not reduce the
Ilmits of insurance.
3. The following replaces Paragraph 2.d. of
SUPPt,EMENTARY PAYMENTS — COVER-
AGES A AND B:
d. The allegations in the "suit" and the in-
formation we khow about the "occur-
rence" or offense are such that no conflict
appears to exist beiween the interests of
the insured and the interests of the in-
demnitee;
4. Tho following replaces the first subparagraph
of Paragraph f. of the definition of "insured
cantracY' in the pEFINI710NS Section:
f. That part of any other contract or agres-
ment pertaining to your business (includ-
ing an indemnification of a municipality in
connection with work performed for a
municipality) under which you assume the
tort liability of anather party ta pay far
"badily injury," "property damage" or "per-
sonal injury" to a third person or organiza-
tion. Tort Ilability means a liability that
would be imposed by law in the absence
af any cantract or agreement.
J. EXT'�NSION OF COVERAGE — BODILY IN-
JURY
The following replaces tho definition of "bodily in-
jury° in #he bEFINITIONS Section:
"Bodily injury" means bodfly injury, mental an-
guish, mental injury, shock, fright, disability, hu-
miliation, sickness or disease sustained by a per-
son, inaluding death resulting iram any of these at
any time.
Page 6 of 9 m 2op8 Tha Travelers Companios, Inc. CG D4 58 '10 08
K. BODILY INJURY TO CO-EMPLOYEES AND
CO-VOLUNTEER WORKERS
The following is added to Paragraph 2.a.('I ) of
SECTION II — VNHO IS AN IfJSURED:
Paragraph (1j(aj above does not apply to "bodily
injury" to a co"employee" in the course of the co-
"employes's" employment by you or perForming
duties related to the conduct of your business, or
to "bodily injury" to your othor "volunteer workers"
while performing duties related to the conduct of
your business.
L. AIRCRAFT CHARTERED WITH CREW
The fioilowing is added to Exclusion g., Aircraft,
Auto Or Wate�craft, in Paragraph 2. of SECTION
I— COVERAGES � COVERAGE A BODILY IN-
JURY AND PROPERTY DAMAGE LIABILITY:
This exclusion does not apply to an aircraft that
is:
(a) Chartered with crew to any insured;
(b) Not owned by any insured; and
(c) Not being used lo carry any porson or prap-
erty for a charge.
M. N(aN-OWNED WATERCRAFT
1. The following replaces Paragraph (2) of Ex-
clusian g., Aircraft, Auto Or Watercraft, in
Paragraph 2. of SECTI(JN I— COVERAGES
— C(3VERAGE A BODILY INJURY AND
PROPERTY DAMAGE LIA8ILITY:
(2) A watercraft you do not own that is:
(a� Fifty feet long or less; and
(b) Not being used to carry any p�rson or
property for a charge.
2. The follawing is addad to Paragraph 2, of
SECTION II — tNHO IS AN INSURED:
Any person or organization thak, with your ex-
press or implied cor�sent, either uses or is ro-
sponsible for the use of a watercraft thai you
do not own that is:
(1 j Fifty feet (ong or Jess; and
(2} Not being useci to carry any person or
property for a charge.
N. INCREAS�D 5UPPLEIVDENTARY PAYMENTS
�1. The following replaces Paragraph �I,b. of
SUPPLEMENTARY PAYMENTS — COVER-
AGES A AND B of SECTION I— COVER-
AGES:
b. Up to $2,500 for cost of bail bonds re-
quired because of accidents or traffic law
violations arising out of the use of any
COMMERCIAL GENERAL LIABILITY
vehic►e to which ths Bodily Injury Liability
Coverage applies. We do not have to fur-
nish these bonds.
2. The following replaces Paragraph �l.d. of
SUPPLEM�NTARY PAYMENT5 — COVER-
AGES A AND B of SECTI�N 1— COVER-
AGES:
d. All reasonable expenses i�currad by the
insured at our request to assisi us in the
investigation or defense of the claim or
"suit", including actual loss of earnings up
to $500 a day because of time ofF from
war{c.
O. MEDICAL PAYMENTS — INCREASED LIMITS
The following replaces Paragraph 7. of SECTION
III — LIMITS �F INSURANCE:
7. Subject to 5. above, the Medical Expense
Limit is the most we will pay under Coverage
C. for all medical expenses because of "bod-
ily Injury" sustained by any one person, and
will be the higher of;
(a) �10,Q00; or
(b} The amount shown on the Declarations of
this Coverage Part for Medical E�cpense
Limit.
P. KNdWI.EDGE AND NOTICE OF OCCUR-
RENCE CiR OFFENSE
The following is added to Paragraph 2., Duties !n
The Event of Occurrence, Offense, Claim or
5uit, of SECTION IV — COMMERCIAL GEN-
ERAL LIABILITY CONDITIONS:
e. The following p�ovisions apply to Paragraph
a. above, but only for the purposes of the in-
surance provided undar this Coverage Part to
you or any insured IistQd In Paragraph 1. or 2.
of Section II — Who Is An Insured;
(1) Notice to us of such "occurrence" or of-
fense must be given as soon as practica-
ble only after the "occurre�ce" or offense
is known to you (if you are an individual),
any of your partners or members who is
an individual (if you are a partnership or
joint venture), any oP your managers wlio
is an individual (if you are a limlted liability
company), any of your trustees who ls an
individual (if you are a trust), any of your
"executive afficers" or directors (if you are
an organization other than a partnarship,
joint venture, limited liability company or
trust} or any "employee" authorized by
you to give notice of an "occurrence" or
offense.
CG D4 5$ 10 08 � 2000 The Travelers Companies, Inr,. Page 7 of 9
COMMERCIAL GENERAL LIABILITY
(2j If you are a partnership, joint venture, lim-
itEd liability company or trust, and nons of
your partners, joint vantura members,
managers or trustees are individuals, no-
tice to us of such "occurrence" or offense
must be given as soon as pra�tic�ble only
after the "occurrence" ar offense is Icnown
by: '
(a) Any individual who is:
(i) A partner ar member of any part-
nership or joint venture;
(ii) A manager of any limited liability
oompany;
(iii) A trustee of any trust; or
(iv) An executive officer or director of
any other organization;
that is your partner, joint venture
member, manager or trustee; or
�b) Any "employee" authorized by such
partnership, joint venture, limited li-
ability company, trust or other organi-
zation to givo notice of an "occur-
rence" or offense.
(3) Notice ta us of such "occurrence" or of-
fense will be deemed to be given as soon
as practicable if it is given in good faith as
soon as practicablo to your warlcers'
compensatlon insurer. Thls applios only if
you subsequently give noifce to us of th�
"occurrence" or offense as soon as prac-
ticable after any of the persons describecl
in Paragraphs e.(�1) or (2) above discov-
ers that the "occurrence" or offense may
result in sums to whioh the insurance
provided under this Coverage Part may
apply.
However, if this policy includes an endorse-
ment that provides limlted coverac�e for "bod-
ily injury" or "property damage" or pollution
costs arising out of a discharge, release or
escape of "pollutants" which contains a re-
quirement that the discharge, release or es-
capo af "pollutants" must be reported to us
within a specific number of days after its
abrupt commencement, this Paragraph e.
does not affect that requirement.
[a. UNINTENTIONAL OMI�SION
The following is added to Paragrapli 6., ReprQ-
sentations, of SECTIOM IV — COMMERCIAL
GENERAL LIABILITY �ONdITIONS:
The unintentional qmission of, or unintentional er-
ror in, any information provided by you which we
relied upon in issuing this policy will not preJudice
your rights under this insurance. However, this
provision does not affect our right to collect addi-
tional premium or to exercise our rights of can�el-
lation ar nonrenewal in accordance with applica-
ble insurance laws or regulatlons.
R. REASONABLE FORCE — B0I71LY INJURY OR
PROPERTY DAMAGE
The follawing replacas Exclusion a., Expected Or
Intended Injury, in Paragraph 2. of SECTION I—
C�VERAGES — COVERAGE A BODILY IN-
JURY AND PROPEF2TY DAMAGE LIABILITY:
a. Expected or Intended Injury or Damage
"eodily Injury" or "property damage" expected
or intended from the standpoint of the in-
sured. This exclusion does not apply to "bod-
ily inJury" or "property damage" resulting from
the use of reasonable force to protect any
person or property.
S. TRAPISPQR7ATIQN �XPENSES FOR REPA-
TRIATION OR REL�CATION OF INJURED OR
SICK EMPLOYEES
1. The following is added to SUPPLEMENTARY
PAYMENTS — COVERAC3E A AND B of
SECTION I — COVERACES:
We will reimburse you for the reasonable
"transportation expenses" that yqu incur, over
and above "normal transportation costs", for
the repatriation or relocation of any of your in-
jured, diseased, sick or deeeased "employ-
ees". But only if:
a. The injury, disease, sfckness, or death
occurred during the policy period and
while such "employee" was employed or
assigned to work by you anywhere in the
world other than:
(1) The United States of America (includ-
ing iis territories and possessions),
Puerto Rico and Canada; and
(2) Any country or jurisdiction in the
"prohibited area";
b. The relocation or repatriation is neces-
sary in the opinion of competent medical
authorities; and
c. The relacatian or repatriation is from the
country where the injury, diseasQ, sick-
ness, or death occurred to a destination
in another country.
The most we will pay as reasonable "irans-
portaiion expenses" for the repatriation or re-
loc�tian of any one of your "employees" is
Page 8 of 9 C�v 2qoe The Travelors Compnnios, Inc. CG D4 58 10 08
$25,�00, The most we will pay as reasonable
"transportation expenses" for the repatriation
or relocation of all of your "employees" is
$50,000. These payments will nat reduce the
limits of insurance.
2. The follbwing is added to Paragraph 4.b., Ex-
cess Insurance, of SECTION IV — COM-
MERCIAL GENERAL LIABILITY CONDI-
TIONS:
This insurance is excess over any valid and
collectible other insuranca, whether primary,
excess, contingent or on any other basis, that
is available for the reasonable "transpo�tation
expenses" that you incur, over and above
"normal transportation costs", for the repatria-
tion or relocation of any of your injured, dis-
eased, sick or deceased "empioyees".
COMMERCIAL GENERAL LIA8ILITY
3. The following is added to the DEFINITIONS
section:
"Normal transportation costs" mea�s the
costs of transporting your "smployea" in good
health, and in conformance with your busi-
ness travel policy, from the country of inJury,
disQase, sickness, or death to the country of
relocation or repatriation.
"Transpo�taiion expenses" includes the fol-
lowing expenses:
a. Costs af embalming ta meet United
States standards; and
b. Ali reasanablQ expenses of transportation
ta return the remains of the deGeased to
the country af burial or funerai.
CG D4 5810 08 0 2oD8 The Travelers Companies, Inc. Page 9 of 9