2013-104ORDINANCE rro. 2013-104
AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A
CONTRACT FOR THE PURCHASE OF SUB STATION PROTECTIVE RELAY AND CONTROL
PANELS FOR DENTON MUNICIPAL ELECTRIC 1N A THREE (3) YEAR AMOUNT NOT TO
EXCEED $1,430,000; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND
PROVIDING AN EFFECTIVE DATE (RFP 5159-AWARDED TO SCHWEITZER
ENGINEERING LABORATORIES, INC.).
WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for
the supply of Polymer Station Class Arresters for Denton Municipal Electric in accordance 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
5159 Schweitzer Engineering Laboratories, Inc, $1,430,000
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 5159 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 ��t�'L day of � , 2013
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPRO D AS LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY:
5-ORD-RF/ 59
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND SCHWEITZER ENGINEERING LABS
(FILE 5159)
THIS CONTRACT is made and entered into this ��� day of ` A.D., 2013,
by and between Schweitzer En�ineerin� Laboratories, Inc. a corporation, whose address is 2350
NE Hopkins Court, Pullman, WA 99163, 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 # 5159- Supply of
Protective Relav Panels, a copy of which is on file at the office of Purchasing Agent and
incorparated herein for all purposes. The Contract consists of this written agreement and the
following items which are attached hereto, or on file, and incorporated herein by reference:
(a) Special Terms and Conditions (Exhibit "A")
(b) City of Denton's RFP 5159 (Exhibit "B", on file at the office of the
Purchasing Agent)
(c) Standard Terms and Conditions (Exhibit "C")
(d) Conflict of Interest Disclosure (Exhibit "D")
(e) Supplier's Proposal. (Exhibit "E")
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 5159
1N WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
SUPPLIER
BY: /�'��' C
AUTHORIZED IGNATURE
Date: �7 / �� f L,t.� 1 J
Naine: Nancy L. Hindman
T1tle: Chief Operating Officer
509-332-1890
PHONE NUMBER
509-334-4946
FAX NUMBER
CITY OF DEN , T �
BY: >�
Date: ��/� �2f.�/�3
Name: ���,eC�C �: �f�/%IP,c��GG
Title: �%�/ �lfi/!/f'Ci�
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
�
BY:
APPR D AS O LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
� � .� ��.�`
RFP 5159
Exhibit A
Special Terms and Conditions
uantities
The quantities indicated on Exhibit E are estimates based upon the best available information.
The City reserves the right to increase or decrease the quantities to meet its actual needs without
any adjustments in the bid price. Individual purchase orders will be issued on an as needed
basis.
Product Chan�es Durin� Contract Term
The supplier shall not change specifications during the contract term without prior approval.
Any deviation in the specifications or change in the product must be approved in advance by the
City of Denton. Notice of a change shall be submitted in writing to
dentonpurchasinp 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.
Contract Terms
The contract shall be for a one (1) year period from award date. The City and the 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 in accordance with the provision of the
section titled "price adjustments", or the section(s) titled "termination". At the sole option of the
City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6)
months.
Total Contract Amount
The contact total for services shall not exceed $1,430,000. Pricing shall be per EaLhibit E
attached.
Ri�hts to Data, Documents and Computer Software (Government Entity Ownerships)
Section I, Item 9, of the original RFP shall be revised to read:
Any software, research, reports studies, data, photographs, negatives or other documents,
drawings or materials (collectively "Work Product") prepared by contractor in the performance
of its obligations under this contract shall not be deemed "works made for hire" for the City of
Denton. All such materials shall be delivered to the City by the contractor upon completion, or,
to the extent completed upon termination, or cancellation of this contract. Contractor may, at its
own expense, keep copies of all documents and information (City Materials) provided by the
City to Contractor for Contractor's internal business files. To the extent that any such Work
RFP 5159
Product prepared by Contractor while performing the project is integrated into the project,
Contractor hereby grants a perpetual, worldwide, non-exclusive, non-transferable, personal,
revocable, limited license to use, copy and modify such Work Product for City's internal
business purposes only. Contractor's Work Product and/or designs for other projects shall not be
used for any purpose except the applicable project without first obtaining Contractor's written
consent. City agrees to indemnify, defend and hold harmless Contractor and all related parties
from and against any unauthorized use or reuse of Work Product furnished by Contractor.
Contractor shall not use, willingly allow, or cause to have such City Materials used for any
purpose other than the performance of contractor's obligations under this contract without the
prior written consent of the City.
Performance Liquidated Dama�es
Section I, Item 9, of the original RFP shall be revised to read:
The Contractor shall incur contractual payment losses, as initiated by the City for
performance that falls short of specified performance standards as outlined below:
� Delivery is extended beyond the agreed delivery time frame as proposed and
contracted.
The Contractor shall be assessed a one half of one (.5%) percent fee each week or a pro-rated
part thereof when any one of the performance standards outlined above are not met in full. In
no event will the total fees and or penalties assessed for late delivery exceed five percent (5%)
of the total contract price. At the end of each month, the City will review the monthly reports
and determine the percentage of penalty to be assessed.
Shippin� Delivery and Packagin�
Section 1, Item 22 — Delivery Delays shall be revised to read:
Deliver�ys: If delay is foreseen, Contractor shall give written notice to the City and must
keep the City advised at all times of status of order. Default in promised delivery (without
accepted reasons) or failure to meet specifications authorizes the City to impose the following for
the specific fault: i) For unaccepted delay in promised delivery City shall impose the liquidated
damages fees indicated in Section 18 of the RFP; ii) for failure to meet specifications the City
shall provide Contractor written notice to submit a plan to correct any such failures within ten
(10) days of receipt of City's notice. Should Contractor fail to submit a plan andlor not succeed
in correcting the failures. The City may purchase goods and services of this RFP elsewhere and
charge Contractor for costs associated to such purchase as agreed upon between Contractor and
City. In no event shall the costs for such purchase exceed the amount of this Contract. Failure to
pay a damage assessment is cause for Contract cancellation and/or removal of the Respondent
from the City's authorized list of suppliers.
RFP 5159
Exhibit C
Citv 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 Bidder, Contractor or 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 Sellers Proposal response, Invoice ar Statement shall serve to modify the terms set forth
herein. If there is a conflict between the provisions on the face of the Contract/Purchase Order these
written provisions will take precedence.
By submitting an Offer in response to the Solicitation, the Contractor agees 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. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in
the Solicitation and in the Contractor's Offer in strict accordance with the terms, covenants, and conditions of the
Contract and all applicable Federal, State, and local laws, rules, and regulations.
2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of
the date the contract is signed by the City, and shall continue in effect until all obligations are performed in
accordance with the Contract.
3. CONTRACTOR TO PACKAGE DELNERABLES: The Contractor will package deliverables in accordance
with good commercial practice and shall include a packing list showing the description of each item, the quantity
and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping
container shall be clearly and permanenfly marked as follows: (a) The Contractor's name and address, (b) the City's
name, address and purchase order or purchase release number and the price agreement number if applicable, (c)
Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing
the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest
transportation costs and to conform to all the requirements of common carriers and any applicable specification. The
City's count or weight shall be final and conclusive on shipments not accompanied by packing lists.
4. SHIPMENT UNDER RESERVATION PROHISITED: The Contractor is not autharized 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 Contractor's price shall be deemed to include all delivery and transportation charges. The City shall have the
right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be
that set forth the purchase order.
7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but
not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to
reject defective or non-conforming deliverables. If the City has the right to inspect the Contractor's, or the
Contractor's Subcontractor's, facilities, or the deliverables at the Contractor's, or the Contractor's Subcontractor's,
premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities
and assistance to the City to facilitate such inspection.
RFP 5159
8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply
with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall
constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the
time for performance has not yet expired, the Contractor may notify the CiTy of the intention to cure and may then
make a conforming tender within the time allotted in the contract.
9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the
Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and
efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The
Contractor acknowledges that it has satisfied itself as to the nature of the City's service requirements and
specifications, the location and essential characteristics of the work sites, the quality and quantity of materials,
equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which
could in any way affect performance of the Contractor's obligations under the contract. The Contractor hereby
releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the
actual site or service conditions differ from expected conditions.
10. WORKFORCE
A. The Coniractor shall employ only orderly and competent workers, skilled in the performance of the services
which they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in
participating or responding to a solicitation or while in the course and scope of delivering goods or services under a
City of Denton contract or on the City's 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 into�cicated, or under the influence of alcohol or drugs, on the job.
C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or
disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or
was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from
Contract services, and may not employ such worker again on Contract services without the City's prior written
consent.
Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration
Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for
any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and
the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ("IIRIRA) enacted on September 30,
1996.
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The
Contractor, it's Subcontractors, and their respective employees, shall comply fully with all applicable federal, state,
and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the
services, including but not limited to those promulgated by the City and by the Occupational Safety and Health
Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall
indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines,
penalties and liability of every kind arising from the breach of the Contractor's obligations under this paragraph.
Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or
regulations issued 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 Contractor shall submit separate invoices in duplicate on each purchase order or purchase
release after each delivery. If partial shipments or deliveries are authorized by the City, a separate
invoice must be sent for each shipment ar delivery made.
B. Proper Invoices must include a unique invoice number, the purchase order or delivery order
number and the master agreement number if applicable, the Department's Name, and the
name of the point of contact for the Department. Invoices shall be itemized and transportation
charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when
RFP 5159
applicable, shall be attached to the invoice. The Contractor's name, remittance address and, if applicable, the tax
identification number on the invoice must exactly match the information in the Vendor's registration with the City.
Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor's
invoice.
C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number
clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by
work order number. Time billed for labor shall be limited to hours actually worked at the work site.
D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all
Subcontract and other authorized expenses at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount.
The City will furnish a tax exemption certificate upon request.
13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30)
calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable,
whichever is later.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at
the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum
lawful rate; except, if payment is not timely made for a reason for which the City may withhold
payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for
withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial
shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery.
D. The City may withhold or set off the entire payment or part of any payment otherwise due the
Contractor to such extent as may be necessary on account of
i. delivery of defective or non-conforming deliverables by the Contractor;
ii. third party claims, which are not covered by the insurance which the Contractor is required to
provide, are filed or reasonable evidence indicating probable filing of such claims;
iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment;
iv. damage to the property of the City or the City's agents, employees or contractors, which is not
covered by insurance required to be provided by the Contractor;
v. INTENTIONALLY OMITTED
vi. failure of the Contractor to submit proper invoices with purchase order number, with all required
attachments and supporting
documentation; or
vii. failure of the Contractor to comply with any material provision of the Contract Documents.
Any such amounts withheld shall be limited to the Purchase Order that is not in compliance, and shall be
paid within thirty (30) days of correction and acceptance by the City of the non-complying Purchase Order.
City shall compensate Contractor for any non-cancellable obligations, expenses incurred prior
to City's written notice, and/or any custom products developed for City by Contractor.
E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City
may offset indebtedness owed the City through payment withholding.
F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer
of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the CiTy for
payments made by credit card or electronic funds transfer.
G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment
obligations are payable only and solely from funds Appropriated and available for this contract. The absence of
Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not
Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City
shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal
year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to
permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds,
there will be no penalty nor removal fees charged to the City.
RFP 5159
14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid
by the Contractor, unless otherwise stated in the contract terms.
15. FINAL PAYMENT AND CLOSE-OUT:
A. If a DBE/MBE/WBE Progam Plan is agreed to and the Contractor has identified Subcontractors, the Contractor
is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than
the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be
withheld if the Contractor is not in compliance with the requirements as accepted by the City.
B. The making and acceptance of final payment will constitute:
i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously
asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising
from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising
from the Contractor's continuing obligations under the Contract, including but not limited to indemnity and
warranty obligations, or (5) arising under the City's right to audit; and ii. a waiver of all claims by the Contractor
against the City other than those previously asserted in writing and not yet settled.
16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special
tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such
special tooling equipment and any process sheets related thereto shall become the property of the City and shall be
identified by the Contractor as such.
17. RIGHT TO AUDIT:
A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the
Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract
period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case
records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other
evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also
require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other
evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records
will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City
unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable
cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5)
business days of receipt of an invoice.
B. Failure to comply with the provisions of this section sha11 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.
The City shall have the right to audit and copy only those records of Contractor relating to time and expenses or
non-fixed price projects.
18. SUBCONTRACTORS:
A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with
all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as
provided in the Contractor's Plan. The Contractor shall not substitute any Subcontractor identified in the Plan,
unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall
constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a
Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract
Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month.
B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the
Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the
Contract, and shall contain provisions that:
i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the
provisions, specifications and terms of the Contract;
ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior
written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting,
that the Subcontractor post a payment bond in form, substance and amount acceptable to the City;
RFP 5159
iii. require Subcontractors to submit all invoices and applications for payments, including any claims for
additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include
same with its invoice or application for payment to the City in accordance with the terms of the Contract;
iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in
the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear;
and
v. require that the Subcontractor indemnify and hold the City harmless to the same e�ent as the Contractor
is required to indemnify the City.
C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the
Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the
benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor
shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such
Subcontractor except as may otherwise be required by law.
D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later
than ten (10) calendar days after receipt of payment from the City.
19. WARRANTY-PRICE:
A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders
by others for like deliverables under similar terms of purchase.
B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation,
communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with
any other firm or with any competitor.
C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or
otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for
like deliverables under similar terms of purchase.
20. WARRANTY — TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables
furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and
encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims
to the deliverables.
21. WARRANTY — DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City
under the Contract shall be free from defects in , workmanship or manufacture, and conform in all material respects
to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to
the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and
regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be
new or recycled merchandise, and not used or reconditioned.
A. Recycled deliverables shall be clearly identified as such.
B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and
any attempt to do so shall be without force or effect.
C. Contractor warrants that products are free from defects in material and workmanship for ten (10) years after
shipment for all Contractor products, including Contractor-manufactured control enclosure structures and panels.
This warranty is conditioned upon proper storage, installation, connection, operation and maintenance of products,
prompt written notice to Contractor of any defects and, if required, prompt availability of products to Contractor for
correction. This warranty shall be void in its entirety if the City fails to implement required product upgrades,
modifies products without prior written consent to and subsequent approval of any such modifications by Contractor
or uses products for any applications that require product listing or qualification not specifically included in the
Contractor written quotation or proposal. If any product fails to conform to this warranty, the CiTy properly notifies
Contractor of such failure and the City returns the product to Contractor factory for diagnosis (and pays all expenses
for such return), Contractor shall correct any such failure by, at its sole discretion, either repairing any defective or
damaged product part(s) or making available, freight prepaid, by Contractor (Carriage Paid To (CPT) customer's
place of business) any necessary replacement part(s) or product(s). Any product repair or upgrade shall be covered
by this warranty for the longer of one (1) year from date of repair or the remainder of the original warranty period.
D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required
by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may
be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other
sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incuned by the
City to procure such deliverables from another source.
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E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer's warranty,
the Contractor shall transfer and assign such manufacturer's warranty to the City. If for any reason the
manufacturer's warranty cannot be fully transferred to the CiTy, the Contractor shall assist and cooperate with the
City to the fullest extent to enforce such manufacturer's warranty for the benefit of the City.
22. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be provided the City
under the Contract will be fully and timely performed in a good and 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 Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and
any attempt to do so shall be without force or effect.
B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance
Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly
upon receipt of demand perform the services again in accordance with above standard at no additional cost to the
City. All costs incidental to such additional performance shall be borne by the Contractar. The City shall endeavor
to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the
breach warranty, but failure to give timely notice shall not impair the City's rights under this section.
C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required
by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be
required to purchase under the Contract from the Contractor, and purchase conforming services from other sources.
In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to
procure such services from another source.
D. TO THE MA.XIMiJM EXTENT PERMITTED BY LAW, CONTRACTOR'S WARRANTIES FOR
DELIVERABLES AND SERVICES SHAI,L BE EXCLUSIVE AND 1N LIEU OF ALL OTHER
WARIZANTIES, WHETHER STATUTORY, EXPRESS OR IlVIPLIED (INCLUDING WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE AND WARRANTIES
ARISING FROM COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE), EXCEPT
TITLE AND PATENT INFRINGEMENT. Contractor shall, whenever possible, pass the original
manufacturer warranty to Buyer for non-Contractor products. Contractor does not warrant non-
Contractor products, including non- Contractor control enclosure structures, and non- Contractor products
within Contractor panels, control enclosure structures and systems, and products or prototypes provided
by Contractor for testing, marketing, or loan purposes.
23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring
immediate correction or removal and replacement of defective or non-conforming deliverables, the CiTy prefers to
accept it, the City may do so.. 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
Contractor.
24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other
parly'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 Contractor is
observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is
determined by the City to be unsafe to either life or properiy. Upon notification, the Contractor will cease all work
until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for
all costs incurred by the City, subject to the limits of liability in Section 31, as a result of the issuance of such Stop
Work Notice.
26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and
faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of
performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United
States or (d) makes a material misrepresentation in Contractor's Offer, or in any report or deliverable required to be
submitted by the Contractor to the City.
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27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to
terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after
the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides
evidence sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition
to any other remedy available under law or in equity, the Ciry shall be entitled to recover all actual damages, costs,
losses and expenses, incurred by the City as a result of the Contractor's default, including, without limitation, cost of
cover, reasonable attorneys' fees, court costs, and prejudgment and post judgment interest at the maximum lawful
rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City's
vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3)
years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy
provided by law.
28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in
part, without cause any time upon thirty (30} calendar days' prior written notice. Upon receipt of a notice of
termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if
any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or
otherwise legally available for such purposes, for all goods delivered and services performed and obligations
incurred prior to the date of termination in accordance with the terms hereof.
29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be
submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and
may result in legal action.
30. DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it
is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the
Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and
execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirly (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
Contractor from delaying the delivery as notified.
B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if,
while and to the 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 Pariy. In the event of default
or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will
be extended; provided, however, in such an event, a conference will be held within three (3) business days to
establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform.
31. INDEMNITY:
A. Definitions:
i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of
every character, type or description, including all reasonable costs and expenses of litigation, mediation or
other alternate dispute resolution mechanism, including attomey and other professional fees for: (1)
damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their
respective agents, officers, employees and subcontractors; the officers, agents, and employees of such
subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation,
loss of services, or loss of income or wages to any person (including but not limited to the agents, officers
and employees of the City, the Contractor, the Contractor's subcontractors, and third parties), ii. "Fault"
shall include the sale of defective or non-conforming deliverables, negligence, willful misconduct or a
breach of any legally imposed strict liability standard.
B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE
CITY, ITS SUCCE5SOR5, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS
HARMLESS FROM AND AGAINST ALL INDENINIFIED CLAIMS DIRECTLY ARISING OUT OF,
OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS;
EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR'S
OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT
TI�E RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE
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RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR
AN INDEMNIFIED CLAIM: In no event, whether as a result of breach of contract, indemnity, warranty,
tort (including negligence), strict liability or otherwise, shall Contractor be liable for any special,
consequential, incidental, or liquidated damages, including without limitation any loss of profit or revenues,
loss of use of products or associated equipment, damage to associated equipment, cost of capital, cost of
substitute products, facilities, services or replacement power, downtime costs or claims of the City's
customers for such damages.
Notwithstanding any term in this Contract, Contractor's liability to City of Denton or its insurers for any
loss or damage regarding this Contract shall be limited as follows: i) for those claims covered by
Contractor's insurance where City of Denton has been named as an additional insured upon the applicable
insurance policy, Contractor's liability shall be limited to the amount of the applicable insurance policy; ii)
for all other claims except those arising as a result of Contractor's violation of applicable law or patent
infringement, Contractor's liability shall in no event exceed $1,000,000, whether as a result of breach of
contract, indemnity, warranty, tort (including negligence), strict liabiliTy or otherwise.
32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance
requirements detailed in Attachment A. The successful firm shall procure and maintain insurance of the types and in
the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do
business in the State of Texas and satisfactory to the City of Denton.
A. General Requirements.
i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as
submitted to the City and approved by the City within the procurement process, for the duration of the
Contract, including extension options and hold over periods, and during any warranTy period.
ii. The Contractor shall provide Certificates of Insurance with the coverage's and endorsements required to
the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after
written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer
to disqualification from consideration for award. The Contractor must also forward a Certificate of
Insurance to the City whenever a previously identified policy period has expired, or an extension option or
hold over period is exercised, as verification of continuing coverage.
iii. The Contractor shall not commence work until the required insurance is obtained and until such
insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the
liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of
the Contractor.
iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the
subcontractors commencing work on the project.
v. The Contractor's and all subcontractors' insurance coverage sha11 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. In the event that the Contractor performs services on-site, all endorsements naming the City as
additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance
shall contain the solicitation number and the following information:
City of Denton
Materials Management Department
901B Texas Street
Denton, Texas 76209
vii. The "other" insurance clause shall not apply to the City where the City is an additional insured shown
on any policy. It is intended that policies required in the Contract, covering both the City and the
Contractor, shall be considered primary coverage as applicable.
viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry
Umbrella 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.
x. The Ciiy 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
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history of the industry or financial condition of the insurance company as well as the Contractor.
xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the
term of the Contract or as required in the Contract.
xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated
in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance.
xiii. The Contractor shall endeavor to provide the City thirly (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 Contractor.
B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument.
33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or
concerns the Contract, or which could have a material adverse affect on the Contractor's ability to perform
thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of
notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit,
or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against
whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the CiTy
and to the Denton City Attorney. Personal delivery to the City Attorney shall be to 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 Contractor shall be sent to the address
specified in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices to the
City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the
Purchasing Manager.
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the
Contractor to the City shall become properly of the City upon receipt. Any portions of such material claimed by the
Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is
subject to the Texas Public Information Act, Chapter 552, and Texas Government Code.
36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the
City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the
deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe,
directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of
any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or
operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The
Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability,
damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or
resulting from: (i) any claim that the City's exercise anywhere in the world of the rights associated with the City's'
ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of
any third party; or (ii) the Contractor's breach of any of Contractor's representations or warranties stated in this
Contract. In the event of any such 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, Contractor agrees that the City's
specifications regarding the deliverables shall in no way diminish Contractor's warranties or obligations under this
paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will
not impact such warranties of Contractor.
37. CONFIDENTIALITY: In arder to provide the deliverables to the City, the City and Contractor may require
access to certain of the Contractor or 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"). The
Contractor and City acknowledges and agrees that the Confidential Information is the valuable property of the
Contractor/City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the
Confidential Information will substantially injure the affected pariy and/or its licensors. The Contractor and City
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(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 other party or in a manner not expressly permitted
under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court
or other governmental authority with proper jurisdiction, provided that either party promptly notifies the the other
before disclosing such information so as to permit the Contactor/City reasonable time to seek an appropriate
protective order. The City and Contractor agrees to use protective measures no less stringent than the
City/Contractar uses within its own business to protect its own most valuable information, which protective
measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the
Confidential Information.
38. OWNERSHIP AND USE OF DELIVERABLES:
Contractor retains all its intellectual property rights. All documents, designs, drawings, plans, specifications and
other work product (collectively "Work Product") prepared by Contractor in performing services for the City shall
not be deemed "works made for hire" for the City. To the extent that any such Work Product is prepared by
Contractor while performing the Project, Contractor hereby grants the City a perpetual, worldwide, non-exclusive,
non-transferable, personal, revocable, limited license to use, copy and modify such Work Product for internal
business purposes only
39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally
developed material unless otherwise specifically provided in the Contract. When material not originally developed is
included in a report in any form, the source shall be identified.
40. ADVERTISING: The Contractor shall not advertise ar publish, without the City's prior consent, the fact that
the City has entered into the Contract, except to the extent required by law.
41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or
retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage,
brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies
maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City
shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct
from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage,
brokerage or contingent fee.
42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is
determined by the CiTy that gratuities were offered or given by the Contractor or any agent or representative of the
Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing
favorable treatment with respect to the awarding or amending or the making of any detertninations with respect to
the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City
shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred
by the Contractor in providing such gratuities.
43. PROHIBITION AGAINST PERSONAI. INTEREST IN CONTRACTS: No officer, employee, independent
consultant, ar elected official of the City who is involved in the development, evaluation, ar 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 subj ect to disciplinary action up to and including dismissal. Any violation
of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by
the City. The Contractor shall complete and submit the City's Conflict of Interest Questionnaire (Exhibit C).
44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee
relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor.
The Contractor agrees and understands that the Contract does not grant any rights or privileges established for
employees of the CiTy of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation ar
sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and
control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform
the services hereunder according to the attached specifications at the general direction of the City Manager of the City of
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Denton, Texas, or his designee under this agreement.
45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the CiTy and
the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract
shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the
City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this
paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it
being the intention of the parties that there are no third party beneficiaries to the Contract.
46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a
waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in
writing signed by the aggrieved pariy. No waiver by either the Contractor or the City of any one or mare events of
default by the other pariy shall operate as, or be construed to be, a permanent waiver of any rights or obligations
under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of
a similar or different character.
47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No
pre-printed or similar terms on any the Contractor invoice, order 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 parly, it is the intent of the parties that all provisions be construed in a manner to be fair
to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the
Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall
control, unless otherwise defined in the Contract.
49. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to
prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a
statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between
representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as
agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making
authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to
negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not
succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below.
Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed
directly to mediation as described below.
B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the
parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of
the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of
the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract
prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a
contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation
of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution
Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from
the date of the first mediation session. The City and the Contractor will share the mediator's fees equally and the
parties will bear their own costs of participation such as fees for any consultants or attorneys they may 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 autharity as contemplated herein.
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51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way
affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be
deemed severed from the Contract and the balance of the Conlract shall be construed and enforced as if the Contract
did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to
replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken
provision. The provisions of this section shall not prevent this entire Contract from being void should a provision
which is the essence of the Contract be determined to be void.
52. HOLIDAYS: The following holidays are observed by the City
New Year's Day (observed)
MLK Day
Memorial Day
4th of July
Labor Day
Thanksgiving Day
Day After Thanksgiving
Christmas Eve (observed)
Christmas Day (observed)
New Year's Day (observed)
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday,
it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm,
Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not
within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized
designee.
53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on
the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall
survive the expiration or termination of the Contract.
54. NON-5USPENSION 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 arigin, 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 Contractor, the acquisition cost, including transportation costs to the place of
incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty
RFP 5159
(whether or not a duty-free entry certificate is issued); or
(2) For components manufactured by the Contractor, all costs associated with the manufacture of the component,
including transportation costs as described in paragraph (1) of this defmition, plus allocable overhead costs, but
excluding profit. Cost of components does not include any costs associated with the manufacture of the end product.
iii. "Domestic end product" means-
(1) An unmanufactured end product mined or produced in the United States; or
(2) An end product manufactured in the United States, if the cost of its components mined, produced, or
manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign
origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in
sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap
generated, collected, and prepared for processing in the United States is considered domestic.
iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use.
v. "Foreign end product" means an end product other than a domestic end product.
vi. "United States" means the 50 States, the District of Columbia, and outlying areas.
B. The Buy American Act (41 U.S.C. l0a - lOd) provides a preference for domestic end products for supplies
acquired for use in the United States.
C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract;
but will consider for approval foreign articles as domestic for this product if the articles are on a list
approved by another Governmental Agency. The Offeror shall submit documentation with their Offer
demonstrating that the article is on an approved Governmental list.
D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign
end products in the provision of the Solicitation entitled "Buy American Act Certificate".
57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in
any response to this solicitation, whether amended or not, except as prohibited by law. Selection of rejection of the
submittal does not affect this right.
58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by
the State of Texas, any and all fees and taxes are the responsibility of the respondent.
59. PREVAILING WAGE RATES: All respondents will be required to comply with Provision 5159a of "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.
http://www.access. gpo. gov/davisbacon/tx.html
60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall
comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable
laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits
bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public
servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing
and performance of the Contract.
61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-site compliance
with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978,
dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and
State unemployment insurance coverage and standard Worker's Compensation insurance coverage. Respondent shall
ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be
liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or
State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or
losses resulting from Respondent's omission or breach of this Section.
62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free
Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-
free work environment; and the £mal 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 contractor
shall comply �vith the relevant provisions thereof, including any amendments to the final rule that may hereafter be
issued.
RFP 5159
63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be
liable for all damages to government-owned, leased, or occupied property and equipment directly caused by the
Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in
connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton
Procurement Manager in writing of any such damage within five (5) calendar days. Damages which are directly
caused by the Respondent shall be covered under the Respondent's applicable insurance policies. Any damages
which are not covered under the insurance policies of the Respondent will be subject to the Section 3 of this
Contract.
64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for
performance under the Contract should it be prevented from performance by an act of war, order of legal authority,
act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event
of an occurrence under this Section, the Respondent will be excused from any further performance or observance of
the requirements so affected for as long as such circumstances prevail and the Respondent continues to use
commercially reasonable efforts to recommence performance or observance whenever and to whatever eactent
possible without delay. The Respondent shall immediately notify the Ciry of Denton Procurement Manager by
telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe
at a reasonable level of detail the circumstances causing the non-performance or delay in performance.
65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract
will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either
Party's exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude,
cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the
Contract will not be construed as a waiver of any continuing or succeeding breach.
66. NO WAIVER OF SOVEREIGN 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 Respondent shall retain all financial records, supporting documents, statistical
records, and any other records or books relating to the performances called for in the Contract. The Respondent shall
retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State
Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The
Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State
Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds
being spent under the Contract.
RFP 5159
Exhibit D
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor or other erson doin business with local overnmental entit
This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. OFFICE
USE ONLY
This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a Date Received
person who has a business relationship as defined by Section 176.001(1-a) with a local governmental
entity and the person meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not
later than the 7th business day after the date the person becomes aware of facts that require the
statement to be filed. See Section 176.006, Local Government Code.
A person commits an offense if the person knowingly violates Section 176.006, Local Government
Code. An offense under this section is a Class C misdemeanor.
� Name of person who has a business relationship with local governmental entity.
2
� Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not
later than the 7�h business day after the date the originally filed questionnaire becomes incomplete or
inaccurate.)
3
Name of local government ofFicer with whom filer has an employment or business relationship.
Name of Officer
This section, (item 3 including subparts A, B, C& D), must be completed for each officer with whom the filer has an
employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach
additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than
investment income, from the filer of the questionnaire?
0 Yes � No
B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from
or at the direction of the local government officer named in this section AND the taxable income is not received
from the local governmental entity?
0 Yes 0 No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the
local go�ernment officer serves as an officer or director, or holds an ownership of 10 percent or more?
0 Yes � No
D. Describe each affiliation or business relationship.
4
Signature of person doing business with the governmental Date
entity
RFP 5159
Proposer'S COmpd�y NBme: SchweitzerEngineeringLaboratories, Inc.
RFP 5159 Pricing Sheet for Supply of Substation Relays
Proposed Pricing (FOB delivered to designated sites):
The respondent shall complete the fo!lowing section, which directly cormsponds to the specifications. The contractorshall no[ make changes to this format.
Pricing Nate: The owner will supply SEL protective relays and other SEL devices.
Est'vnated Annual Ini[ial Pefiod Estimated ToUI Delivery Estimated Initial
ITEM # UOM Drawing Number Series DesG�lptiOn ,
Quanfity' Unit Cost Annual Cost (Weeks ARO) Order Quantity
Costs for FullVAssembled Standard Relav Panels fwith wirinq verificationJ
1 EA LINE PANEL 411 L/ 311 L Line Relay and Breaker Cantrol Panel 12 $9,655.00 $ 115,860.00 12 4
2 EA BREAKER PANEL 351S BreakerControl Panel 7 86,020.00 $ 42,140.OD 12 2
3 EA BUS-BREAKER Bus 8 Breaker Control Panel 4 $10,715.00 $ 42,860.00 12 2
4 EA BUS PANEL Bus DifferenEal Panel 4 $9,990.00 $ 39,960.OD 12 D
5 EA XFMR MErER T1M T1M Transfortner Meter Panel 9 $4,835.00 $ 43,515.00 12 2
6 EA XFMR T1S T1S Transformer/Bus Differenfial Panel 5 $9,055.00 $ 45,275.00 12 2
7 EA HMI HMI Panel 4 $4,320.00 $ 17,280.00 12 1
8 EA XFMR-BKR Transfortner Differential and BreakerControl Panel 1 $10,725.00 $ 10,725.00 12 0
Subtotal for all Fully Assemhled Standard Relay Panels: $ 357,615.00 13
Cos[s for PullvAssembled Relav Panels for the Audra Substation (writh wirino veriTication)
9 EA C410 736kV BreakerC410 CoMrol Panel, 3515 1 $6,020.00 $ 6,020.00 10 1
10 EA C420 Arco 138kV Line, 411 L/ 311 L Line Relay and Breaker Control Panel t $9,655.00 $ 9,655.00 10 1
11 EA C430 138kV Bus (C430.C440) 8 Breaker (C430) Corrtrol Panel 1 $10,715.00 $ 10,715.00 10 1
12 EA C440 Industrial 13BkV Line, 411L / 311 L Line Relay antl BreakerConVOI Panel 1 $9,655.00 $ 9,655.00 1D 1
13 EA C450 138kV BreakerC450 Control Panel, 351S 1 56,020.00 S 6,020.00 10 1
14 EA C460 Woodrow 138kV Line, 411 L/ 311 L Line Relay antl Breaker CoMrol Panel 1 $9,655.00 $ 9,655.00 10 1
15 EA C470 138kV Bus (C470.C480) 8 Breaker (C470) Control Panel 1 $10,715.00 $ 10,715.00 10 1
16 EA C480 Kings Row 138kV Line, 411 L/ 311 L Line Relay and Breaker Control Panel 1 $9,655.00 $ 9,655.00 1 D 1
17 EA HMI HMI Panel 1 $4,320.00 $ 4,320.00 10 1
18 EA T15 Transfortner#1 SecondaryTransfortnerlBus Differential Panel 1 $9,055.00 $ 9,055.00 1D 1
19 EA T1M Trensformer#1 MeterPanel 1 $4,835.00 $ 4,835.00 10 1
20 EA T2S Trensfortner#2 Secondary Trensfortner/Bus Differentlal Panel 1 $9,055.00 $ 9,055.00 10 1
21 EA T2M Transfortner#2MeterPanel 1 $4,835.00 $ 4,835.00 10 1
Subtotal for all Fully Assembled Relay Panels for Audra Substation: $ 104,190.00 13
� Estimated annual uantities are the best estimates available at the time the RFP was issued and ma va si nificantl u or down from ear to ear.
2 Assume no6ce of recommendation in late Janua and award not later than mid-Februa .
Unloading and installation will 6e provided by the Owner.
Estimatetl
ITEM # UOM SELllncon Part Number �escription Annual �nitial Period Estimated Total Estimated Inkial
� Ufll� CoSt Annual Cost Order Quantity
QuanHty
Costs forAddrtion or Removal of SEL Proiective Relavs and Incon LTC Position lndicators Provided bv DME findudina oanel 61ank and wirinql
22 EA 03t1L13DD4254X2?OC SEL 317 L Line CurreM Differentlal Relay 2 $355.00 $ 710.00 0
23 EA 0411LOX6XS7C7mDX3574247OC SEL411L Line CurteM Differential Relay 2 $580.00 $ 1,160.00 0
24 EA 0735VX20944CGXA4XX76101X?C SEL735Meter 4 $31D.00 $ 1,240.00 0
25 EA o35IS6X3D4E5421 SEL 3515 Overcurcent and Control Relay 4 $580.00 $ 2,320.00 0
26 EA 0387604X53X7C4XJC SEL387-6 Trensfortner Differential Relay 4 $355.00 $ 1,420.OD 0
27 EA 0587ZOX3253123IX SEL 587Z Bus DiffereMial Relay 2 $270.00 $ 540.00 0
28 EA 048761X6X52X?OCXE37EP700C SEL4876 Bus Differential Relay 2 $580.00 $ 1,160.00 0
29 EA zaltotAAOBA�AOXOOOO SEL2411 ProgrammableAutomationController 4 $490.00 $ 1,960.00 0
30 EA 241421ABACACA850000 SEL2414 Transfortne�MOnitor 4 5490.00 5 1,960.00 0
Proposer'S CO�1p817y Na�l'1@: SchweitzerEngineeringLaboratones, lnc.
RFP 5159 Pricing Sheet for Supply of Substation Relays
31 EA 751ASIACAOXOX850000 SEL751AOvercurrentRelay 2 $310.D0 $ 620.00 0
32 EA OSSICOBX533X SEL 551C Overourrent Relay 2 $270.00 $ 540.00 0
33 EA 203233X40XGOXX SEL 2032 COflliTlu�icatio� Proce55of 2 $180.00 $ 360.00 0
34 EA 33542H1022030JO000C, S[Jm #10855 SEL 3354 Automffiion Computing Platfortn 1 $205.00 $ 205.00 0
35 EA 353o3ADDl211XO SEL 3530 Real-Time Automation Controller 2 $335.00 $ 670.00 0
36 EA 2100%7C4443 5EL 2100 Logic Pracessor 2 $335.00 $ 670.00 0
37 EA 2ao7000�3 SEL2407Satellite-SynchronizedClock 2 $125.00 $ 250.00 0
38 EA ?A402311A]A11630 SEL2440DiscreteProgrammableAUtomationController 2 $580.00 $ 1,160.00 0
39 EA 2725S23X7C SEL2725PortSwitch 4 $125.D0 $ 500.00 0
40 EA 7250-LTC-7-[-S-12o Incon Load Tap Changer Posttion Intlicator 2 $270.00 $ 540.00 0
Subtotal for all SEL and Incon Additions: $ 17,985.00
� Estimated annual uanGties are the best estimates availahle at the time the RFP was issued and ma va si nficantl u or down from ear to ear.
Estimatetl
ITEM # UOM Manufacturer's Part Number Manufacturer Description Annual �nitial Periotl Estimated Total Estimated Initial
Quantity � Urlit Cost Annual Cost Order Duantity
Cost for/nsiallation af Miscellaneous Items rndudino item cost. aane! hardware. and wirino all in accoidance with DME d2winasl
41 EA 129A514G01A ABB Type FT Test Switch, 10-Pole Arrangement 4 $390.00 $ 1,560.00 0
42 EA FMS-10E States Type FMS Test Switch, 10-Pole Arrangement 4 $365.00 $ 1,460.00 D
43 EA FMS-10A States Type FMS Test Switch, 10-POIe Arrangement 4 $360.00 $ 1,440.00 D
44 EA FMS-10B States Type FMS Test Switch, 10-Pole Arrangement 1 $370.00 $ 370.00 0
45 EA FMS-10AB States Type FMS Test Switch, 10-Pole Arrangement 2 $365.00 $ 730.00 D
46 EA P/N 330FP States Type FMS-19, without plate, FMS-10E in posidons 1& 2, 4 $815.00 $ 3,260.00 0
FMS-10A in posi6on 3, single black wver
47 EA P/N 3305 States Type FMS-19, without plate, FMS-10A in all three 2 ggp5.D0 $ 1,610.00 0
positions, single black cover
48 EA P/N 330DC States Type FMS-19, without plate, FMS-10E in all three Z
positions, single black cover 5820.00 $ 1,640.00 0
49 EA P/N 330Z6 States Type FMS-19, without plate, FMS-t0E in pasidons 1 82, � $g25.00 $ 825.00 D
FMS-1 DAB in position 3, single black cover
50 EA P!N 330(10B/10B110E) States Type FMS-19, without plate, FMS-tOB in pasifions 1& 2, � $g�0.00 $ 810.00 D
FMS-1 DE in position 3, single black cover
51 EA 800T-QSTH13 G Allen Bredley Green Indicafing Light, LED, 125 VDC, push to test. 4 $130.00 $ 520.00 0
52 EA BOOT-QSTH13 R Allen Bradley Red Indiqting LigM, LED, 125 VDC, push to test 8 $130.00 $ 1,040.00 0
53 EA BOOT-QSTH13 A Allen Bradley Amber Indicating Light, LED, 125 VDC, push to test. 4 $135.00 S 540.00 D
54 EA 800T-QSTH13 W Allen Bradley White Intlicating Light, LED, 125 VDC, push to test 4 $135.00 $ 540.00 0
55 EA 7810D Electroswitch Series 24 Lockout Relay, manual reset, 10 stage, 125V 4 $975.00 g 3,900.00 D
DC control wltage
Series 24 control switch, detent acUon, oval handle, 3
56 EA 242038 Electroswitch �age, 2 position, 1-ENABLED, 2-DISABLED 4 $365.00 S 1,460.00 0
57 EA USCC3 Gould Fuse Blodc, 3-pole, 30 Amp, screw tertninal type, clip with 12 g85.00 $ 1,020.00 0
reinforced spring
58 EA USCC2 Goultl Fuse Block, 2-pole, 30 Amp, screw terminal type, clip with � 0 $70.00 $ 700.00 0
reinfarced spnng
59 EA USCC1 Gould Fuse 81ock, 1-pole, 30 Amp, screw terminal type, clip with 4 $60.00 S 240.00 D
reinforced spring
60 EA ATMR15 Gould Type NON fuses, 15 Amp 20 $50.00 $ 1,000.00 D
61 EA ATMR6 GouIG Type NON fuses, 6 Amp 40 $50.00 $ 2,000.00 0
P�OpOSeP�S COItlp811j/ N8111@: SchweitzerEngineeringLaboretories, Inc.
� RFP 5159 Pricing Sheet for Supply of Substation Relays
�
� 62 EA EB27606S GE Molded CT Shorting Terminal Block, one piece, phenolic, � 0 555.00 $ 550.00 0
�' 63 EA UA-12-KS-PM Konnext Panel Mount Moldetl Terminal 81odc, one piece, phenolic, 30 $60.00 $ 1,800.00 0
�
64 EA ENSP1 FS Woodhead/Brad Dual passthrough Ethemet receptacle. 2 $70.00 $ 140.00 0
SubtoWl for all Miscellaneous Items: $ 29,155.OD
ITEM # � UOM
Drewing Number
NA
NA
NA
Description
Additional /tems:
Price reduction for decreasing panel depth to 19"
Price addition for inter-panel wire way coverfor 19" to 23 "
Estimatetl ToTal Cost for Atltlitional ttems:
Estirtiated
Annual Initidl Period Estimated Total Estimated Initial
Quantity � Unit Cost Annual Cost Order Quan6ty
6 $0.00 $ - NA NA
6 $0.00 $ - NA NA
46 $110.00 $ 5,060.00 NA NA
$ -
$ -
$ -
$ -
$ -
$
73 Fabricator Name Schweitzer
74 Location of Fabricating Facilily? City and State San Luis Potosi,
75 If the fabricator is foreign, state the name and location of the facility in the U5 that will be used in the event that repairs or SEL - Charlotte, NC
corredions are necessary:
76 Yrs Relay Panel fabrication experience: years e
77 Shipping pertormance for the past 18 months:
78 Projects a. Number of similar relay panel projects shipped in the last 18 months: 300
79 � b. Percentage of shipments that did not ship on time: 10%
80 Days c. Average delay for shipments that did not ship on time: 7
81 Y or N Can the panels for the Audra Substation be delivered as requested? Yes or No N
62 weeks If "No", state proposed alternate delivery: _ weeks ARO. 10
63 Y or N Are there any exceptions to the specification? (If "Yes," attach a sheet with detailed explanations.) Y
Payment Term Discounts
yment terms for the City of Denton are typically 30 days. Please indicate the additional discount extended to each monthly invoice that is paid within the time period indicated below.
PRICING SHALL BE QUOTED TO INCLUDE ALL COSTS, WITH SHIPPING FOB DESTIIdATION.
m
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EXHIBIT E
SEL Schweitzer Engineering Laboratories, Inc. -°'" =
�
. � �C�RT��'
City of Denton
RFP # 5159 — Substation Protective Relay Panels
Dated: January 29, 2013
For information regarding this document, please contact
Lewandoski Bryson @ 704-504-4205
E-mail: lewandoski brvson(c�selinc.com
SEL Project #: SELMX113-0044 Rev 0
City of Denton. ("Customer") Schweitzer Engineering Laboratories ("SEL")
2401 Whitehall Park Drive, Suite 200
Charlotte, NC 28273-3590, USA
FAX: 704-504-5969
This document and all information contained herein is proprietary to Schweitzer Engineering
Laboratories, Inc. Any unauthorized use, distribution, or reproduction of this document (in whole or in
part) or of any information contained herein is specifically prohibited. This legend must appear on any
authorized reproduction (in whole or in part).
RFP 5159
Part I
Part II
Attachment C
Attachment
Attachment F
Attachment J
*Exhibit 1
RFP 5159
EXHIBIT E
TABLE OF CONTENTS
SEL Standard Terms & Conditions (containing Standard Warranty)
Proposal SELMXI3-0044 (Scope, Deviations, Exceptions and Revisions)
Business Overview Questionnaire Forms
State of Texas License
References
Acknowledgment
Pricing Sheet (provided as separate file)
�cu 3��a
1. General Terms. These terms ("Terms") shall govern all sales of Products
and Services to Buyer by Schweitzer Engineering Laboratories, Inc. ("SEL,
Inc."), its affiliates, subsidiaries, and/or divisions, (collectively, "SEL"),
unless otherwise agreed by SEL, Inc. in writing. For the purposes of these
Terms and unless stated otherwise, "Products" shall mean the products
manufactured by SEL, includ'mg SEL systems or control enclosure structures,
specified on the SEL sales order acknowledgment, including without
limitation any accessories, enclosed documentation and embedded software;
and "Services" shall mean any SEL trainnig, consulting, technical support
and any other services specified on the SEL sales order aclrnowledgment,
except for projects govemed by an SEL Engineering Services Proposal. By
accepting delivery of Products or 3ervices, Buyer agrees to be bound by these
Terms. No order shall be deemed accepted until the SEL sales order
aclrnowledgment has been sent to Buyer, and all orders are subject to SEL's
ability to obtain, on appropriate terms and within a reasonable amount of
time, any export or import license or permit required by applicable law or
regulation. SEL shall have the right to cancel any order at any time for failure
of Buyer to agree to these Terms or for any material breach by Buyer of these
Terms, including without limitation failure to pay any amounts due, violation
of the then-current SEL Software License Agreement or nonwmpliance with
the then-current SEL credit requirements.
2. Prices, Taxes and Payment Terms. Prices shall be the prices in effect on
the date of the SEL sales order acknowledgment, and are subject to change
without notice. Each quotation or proposal is valid for sixty (60) days from
its date, unless specified otherwise. For sales to Buyers within the continental
United States, prices include ground freight prepaid to Buyer's place of
business. For sales to Buyers outside the continental United States, prices are
exclusive of any freight, packing or insurance charges and any customs,
sales, use, value-added, property or similar taxes, tariffs or duties. For
Services performed on a time and expense basis, charges shall include time
and expenses incurred in the previous calendar month. For Services
performed on a fixed-price basis, charges shall include the price of major
deliverables substantially completed in the previous calendar month. For
Services, additional charges may result from modifications to the desired
Services or from unforeseen conditions. Payment terms for all Products and
Services are net thirty (30) days from date of invoice. All payments shall be
made in United States Dollars, unless specified otherwise. Buyer must meet
the then-current SEL credit requirements to purchase on credit. If, in the
judgment of SEL, the financial condition of Buyer at any time prior to
delivery does not justify the payment terms, SEL may require payment in
advance or postpone or cancel any outstanding order, whereupon SEL shall
be entitled to receive reasonable cancellation charges. Delays in delivery or
non-conformities in any installments shall not relieve Buyer of its obligation
to pay any remaining installments. SEL may, at its sole discretion, impose a
late charge equal to the lesser of 1.5% per month or the highest applicable
rate allowed by law on all amounts not paid when due. Any payment made by
Buyer shall be applied to amounts due before being applied to current orders.
Notwithstanding the foregoing, Buyer's failure to pay amounts due shall be
deemed a material breach of these Terms, and any acceptance by SEL of late
payments shall not be deemed a waiver of such breach. To the extent allowed
by law, SEL shall be entitled to recover all costs incurred in collecting
amounts due from Buyer, including without limitation legal fees and other
costs (including without ]imitation disbursements).
3. Delivery, Documentation and Disclosure of Information. Delivery dates
are approximate, based upon prompt receipt of all necessary information
from Buyer and do not constitute a contractual obligation. If drawing
approval is required, drawings must be returned on schedule to maintain
estimated shipping dates. SEL shall pack and ship Products according to its
standard procedure, and all shipments shall be sent to Buyer using the 5EL
standard freight forwarder or carrier. Buyer shall pay for any increased costs
due to special packing, shipment (including &eight forwarders or carriers
required by Buyer) or insurance requests, as well as any detention charges.
For Products shipped to addresses within the United States, title and risk of
loss or damage shall pass to Buyer upon delivery to Buyer's place of
business. Buyer must unpack and examine Products immediately and, if
damage is discovered, (i) maintain Products at the place of examination, (ii)
retain the shipping container and packing material, (iii) notify the carrier of
RFP 5159
any apparent damage in writing on carrier's delivery receipt and request
carrier to make an inspection, (iv) notify SEL within
three (3) days of delivery and (v) send SEL a copy of carrier's inspection
report. Far Products shipped to addresses outside the United States, title and
risk of loss or damage shall pass to Buyer at the SEL factory upon delivery to
the freight forwarder or carrier, and Buyer shall have a reasonable time after
receipt of Products to inspect and reject or accept Products. In any event,
acceptance shall be deemed to have occurred no later than fifteen (15) days
after shipment. Buyer may not retum any Product without prior written
consent of SEL. When applicable, SEL shall provide Buyer with one (1) copy
of instructions for each Product. Buyer may not reproduce such instructions.
Buyer may order additional copies from SEL. All instructions and related
documentation shall be in English. Although SEL or its representatives may
from time to time provide translations of such instructions and documentation
as a courtesy, the English version shall govem in the event of, and SEL shall
not be liable for, any discrepancies. The English versions are available at
selinc.com. Any information, suggestions or ideas transmitted by Buyer to
SEL in connection with performance hereunder shall not be regarded as
proprietary or confidential, unless identified in writing by Buyer and
aclmowledged in writing by SEL.
4. Intellectual Property. Buyer shall not challenge the validity of any SEL
intellectual properry, including without limitation any trademarks, service
marks, trade dress, patents, copyrights, trade secrets or licenses. Buyer
acknowledges that SEL intellectual properiy is the sole property of SEL. By
sale of Products or Services to Buyer, SEL does not transfer any SEL
intellectual property rights (including without limitation rights to designs or
other work product). Buyer shall not remove or alter any trademarks, service
marks or trade dress that identify 3EL, nor use any trademarks, service
marks, trade dress or any other intellectual property that, in the sole
discretion of SEL, is confusingly similaz to those of SEL. Any software
(including firmware) included with Products is owned by SEL (or its
licensors) and is licensed, not sold, to Buyer. Buyer may use such software
only with Products and only as intended by SEL. All software shall be
provided subject to the then-current SEL Software License Agreement.
5. Product Warranty and Services Commitment. SEL warrants to Buyer
that Products are free from defects in material and workmanship for ten (10)
years after shipment for all SEL Products, including 5EL-manufactured
control enclosure structures and panels. Such warranty shall be for five (5)
years after shipment for EOS Products. This warranty is conditioned upon
proper storage, installation, connection, operation and maintenance of
Products, prompt written notice to SEL of any defects and, if required,
prompt availability of Products to SEL far correction. This warranty shall be
void in its entirety if Buyer fails to implement required Product upgrades,
modifies Products without prior written consent to and subsequent approval
of any such modifications by SEL or uses Products for any applications that
require product listing or qualification not specifically included in the SEL
written quotation or proposal. If any Product fails to conform to this
warranty, Buyer properly notifies SEL of such failure and Buyer returns the
Product to SEL factory for diagnosis (and pays all expenses for such retum),
SEL shall correct any such failure by, at its sole discretion, either repairing
any defective or damaged Product part(s) or making available, freight
prepaid, by SEL (Carriage Paid To (CPT) customer's place of business) any
necessary replacement part(s) or Product(s). Any Product repair or upgrade
shall be covered by this warranty for the longer of one (1) year from date of
repair or the remainder of the original warranty period. TO THE MAXIMLJM
EXTENT PERMITTED BY LAW, THIS WARRANTY SHALL BE
EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES,
WIIETHER STATUTORY, EXPRESS OR IIVIPLIED (INCLUDING
WARI2ANTIES OF MERCHANTABILITY AND FITNESS FOR
PARTICULAR PURPOSE AND WARRANTIES ARISING FROM
COURSE OF PERFORMANCE OR DEALING OR USAGE OF 1RADE),
EXCEPT TITLE AND PATENT INFRINGEMENT. SEL shall, whenever
possible, pass the original manufacturer warranty to Buyer for non-SEL
products. SEL does not warrant non-SEL products, including non-SEL
control enclosure structures, and non-SEL products within SEL panels,
control enclosure structures and systems, and products or prototypes provided
by SEL for testing, marketing, or loan purposes. SEL shall perform Services
EXHIBIT E
in a manner consistent with the degree of care and skill ordinarlly exercised
by members of the same profession currenUy practicing under similar
circumstances. SEL shall reperform (or, at SEL's option, pay a third party to
reperform) any
defective Services (including Services performed in conjunction with SEL
systems) at no cost upon receipt of notice detailing the defect(s) within one
(1) year of performance of the original Services.
6. Limitation of Liability, Indemnity and Insurance. In no event, whether
as a result of breach of conhact, indemnity, warranty, tort (including
negligence), strict liability or otherwise, shall SEL liability to Buyer or its
insurers for any loss or damage exceed the price of the specific Product or
Service that gave rise to the claim, and any liability shall terminate upon the
expiration of the warranty period. No claim, regardless of form, arising from
these Terms may be brought by Buyer more than one (1) year from the date
such claim accrues. In no event, whether as a result of breach of contract,
indemnity, warranty, tort (including negligence), strict liability or otherwise,
shall SEL be liable for any special, consequential, incidental, liquidated or
punitive damages, including without limitation any loss of profit or revenues,
loss of use of Products or associated equipment, damage to associated
equipment, cost of capital, cost of substitute products, facilities, services or
replacement power, downtime costs or claims of Buyer's customers for such
damages. If SEL or its subcontractors or suppliers provide Buyer with advice
or other assistance, including input of customer-provided or customer-
requested settings and advice related thereto, concerning any Product or any
system or equipment in which any such Product may be installed, the
provision of such advice or assistance shall not subject 3EL to any liability,
whether as a result of breach of contract, indemniry, warranty, tort (including
negligence), strict liability or otherwise. SEL shall not be liable for any
claims or losses resulting from any unauthorized access to Products. Buyer
confirms that it has read the manuals and instructions for use of Products (or
that it will do so) and shall not install or operate Products unless Buyer is
competent to do so. Buyer shall indemnify, defend and hold harmless SEL
and all related parties from and against any claims, demands, causes of
action, losses, costs and expenses, including without limitation legal fees and
other wsts, arising directly or indirectly from, as a result of or in connection
with the acts or omissions of Buyer, its officers, employees, agents or
representatives, including without limitation (i) Buyer's modification or
integration of any Product, (ri) Buyer's specifications, (iii) Buyer's relay
settings, which may or may not be based on relay setting examples or guides
from SEL, (iv) any changes made by Buyer or others related to design
documents produced by SEL, (v) any unauthorized use or reuse of the
designs, drawings, plans and specifications fumished by SEL, (vi) Buyer's
failure to fully utilize the password protection available in any Product
(including without limitation Buyer's failure to use passwords or to change
default passwords to unique Buyer passwords) or (vii) any breach of these
Terms by Buyer. Buyer shall maintain commercially reasonable insurance
(including waiver of subrogation) against liability and property damage,
including without limitation all standard commercial, environmental and, for
any Products used in connection with any nuclear facility or activity, nuclear
incident insurance.
7. Patent Indemnity. SEL shall defend any action brought against Buyer
based on a claim that any Product as provided by SEL infringes any United
States patent, and SEL shall pay any award or settlement recovered against
Buyer in any such action and shall reimburse Buyer for reasonable costs
incwred by Buyer in the defense of any such action, provided that Buyer
gives SEL prompt notice of such action, reasonable assistance in the defense
thereof and full opportunity to control all aspects thereof, including
settlement, and does not take any position adverse to SEL in wnnection with
such action. In the event such Product is held to constitute infringement and
use of the Product is enjoined (or SEL foresees a substantial risk of such
event), SEL shall, at its sole discretion, exchange the Product with a non-
infringing Product, acquire the right for Buyer to continue using it, modify it
so that it becomes non-infringing or repurchase it from Buyer for a fair
portion of the original price. SEL shall not be liable for damages that arise
after SEL offers one of the foregoing remedies in good faith. 3EL shall not be
liable for any patent infringement claim arising from any custom Product,
modification of any Product, integration of any Product not as intended by
RFP 5159
SEL, or integration of any Product with any non-SEL product, and Buyer
shall fully indemnify, defend and hold harmless SEL and all related parties
from and against any such patent infringement claim.
8. Transfer to End-User Other Than Buyer. Prior to resale of any Product,
Buyer shall obtain written authorization from SEL for any such resale. To
obtain such authorization, Buyer shall provide SEL, initially and on an
ongoing basis, with complete and accurate end-user data for each Product.
Buyer shall provide the end-user of each Product with all product
notices, warnings, instructions, recommendations, bulletins and similar
materials provided directly or indirectly by SEL. In the event Buyer transfers
to a third party any Product or any right or interest therein, Buyer shall
indemnify, defend and hold harmless SEL and all related parties from and
against any claims against SEL in excess of any SEL obligations under these
Terms by such transferee or any other pariy. Any assignment or transfer of
any Product without prior written authorization from SEL shall void the SEL
warranty. Buyer may not assign or transfer any Product where such
assignment or transfer would violate any applicable export laws, regulations
or orders. Buyer warrants that the shipping information is true and accurate to
the best of their knowledge. The attempted assignment or transfer by Buyer
of these Terms or any rights or duties hereunder without prior written consent
of SEL shall not relieve Buyer of any obligations to SEL.
9. Contract Variations. If Buyer requires approval of drawings, such
approval must be received by SEL no later than ten (10) working days after
submittal of drawings by SEL to Buyer. Buyer's failure to comply with this
requirement may result in additional costs and delays, which shall be Buyer's
sole responsibility. Where Buyer's specifications lack sufficient detail, SEL
reserves the right to design Products in accordance with good commercial
practice, as determined at the sole discretion of SEL. If at any time Buyer
makes changes to its design specifications, the SEL sales order
acknowledgment shall be subject to renegotiation of price tertns and delivery
to reasonably cover any resulting costs or delays. Any order may be
terminated by Buyer only upon written notice and payment of reasonable
termination charges, including without limitation a reasonable restocking fee
plus all costs incurred up to the date of termination. Any order delayed at
Buyer's request shall be subject to the prices and Terms in effect at the time
of release of such delay. Any such order delayed beyond a reasonable period
shall be treated as a Buyer termination, and Buyer shall be responsible for
reasonable delay and termination costs.
10. Governing Law and Dispute Resolution. The laws of the State of
Washington, USA, excluding conflict of laws principles, shall govern these
Terms. The parties reject any applicability of the United Nations Convention
on Contracts for the Intemational Sale of Goods. Any controversy or claim
arising out of or relating to these Terms, or the breach thereof, shall be settled
by binding arbitration administered by the American Arbitration Association
in accordance with its Commercial Arbitration Rules, and judgment on the
arbitration award may be entered in any court of competent jurisdiction.
Arbitration shall be held in Seattle, Washington, or another location agreed
upon by the parties, and shall be conducted in English. The prevailing party
to any dispute shall be entitled to recover legal fees and other costs (including
without limitation arbitration fees, disbursements, and collection costs).
11. Miscellaneous. These Terms constitute the entire agreement between SEL
and Buyer, and supersede any prior or contemporaneous verbal or written
agreements, negotiations, commitments, representations or correspondence
between the parties, including without limitation any terms on any purchase
order form. SEL rejects any representation, express or implied warranty,
course of performance or dealing, trade usage or any different or additional
terms not set forth herein. SEL reserves the right to modify or revoke any
quote or order to comply with applicable laws and market conditions. Any
notice pursuant to these Terms shall be deemed given when sent by registered
mail, certified mai] (return receipt requested), overnight delivery, or fax
(receipt confirmed) to an authorized officer at the address or fax number
provided on the SEL sales order acknowledgment or, if no such address or
fax number is provided, at the registered headquarters of the other party. All
rights and duties hereunder shall be for the sole and exclusive benefit of
Buyer and SEL, and not for the benefit of any other party. No failure or delay
by either party in exercising any right or remedy, or insisting upon strict
compliance by the other party with any obligation in these Terms, shall
EXHIBIT E
constitute a waiver of any right thereafter to demand exact compliance with
these Terms. The invalidity, in whole or part, of any provision in these Terms
shall not affect the remainder of such provision or any other provision and,
where possible, shall be replaced by a valid provision that effects as close as
possible the intent of the invalid provision. Neither party shall be liable for
failure to perform or delay in performance of any obligation under these
Terms (except payment of amounts already due and owing) where such
failure or delay results from any event beyond its reasonable control. Any
modification of these Terms must be in a writing signed by an authorized
officer of SEL.
RFP 5159
EXHIBIT E
SECTION 1: SCOPE OF SERVICES
1.1 GENERAL
This proposal is provided in response to City of Denton Request for Quotation # 5159 dated January 11,
2013.
Fully Assembled Standard Relay Panels:
1. 411L / 311L Line Relay and Breaker Control Panel 12 � 154,480.00
In accordance to the BOM indicated in the customer Drawing
LINE PANEL-BM Rev 0 dated 06/2008
2. 3515 Breaker Control Panel 7 $ 54,180.00
In accordance to the BOM indicated in the customer Drawing
BREAKER PANEL-BM Rev 0 dated 06/2008
3. Bus & Breaker Control Panel 4 $ 64,290.00
In accordance to the BOM indicated in the customer Drawing
BUSBREAKER PANEL-BM Rev 0 dated 06/2008
4. Bus Differential Panel 4 $ 39,960.00
In accordance to the BOM indicated in the customer Drawing
BUS PANEL-BM Rev 0 dated 06/2008
5. T1M Transformer Meter Panel 9 $ 53,185.00
In accordance to the BOM indicated in the customer Drawing
T1M METER PANEL-BM Rev 0 dated 02/2008
6. T1S TransformerBus Differential Panel 5 $ 63,385.00
In accordance to the BOM indicated in the customer Drawing
TRANSFORMER SECONDARY T1S-BM Rev 0 dated
02/2008
7. HMI Panel 4 $ 21,600.00
In accordance to the BOM indicated in the customer Drawing
HMI-BM Rev 0 dated 02/2008
8. Transformer Differential and Breaker Control Panel 1 $ 10,725.00
In accordance to the BOM indicated in the customer Drawing
XFMR-BREAKER PANEL-BM Rev 0 dated 06/2008
Estimated Annual Subtotal for all Fully Assembled Standard $ 461,805.00
Relay Panels:
RFP 5159
EXHIBIT E
Audra Substation Full Assembled Rela Panels:
9. 138kV Breaker C410 Control Panel, 351S 1 $6,020.00
In accordance to the BOM indicated in the customer Drawing
CR-C410-BM Rev 0 dated 06/2008
10. Arco 138kV Line, 411L / 311L Line Relay and Breaker Control 1 $9,655.00
Panel
In accordance to the BOM indicated in the customer Drawing
CR-C420-BM Rev 0 dated 06/2008
11. 138kV Bus (C430-C440) & Breaker (C430) Control Panel 1 �10,715.00
In accordance to the BOM indicated in the customer Drawing
CR-C430-BM Rev 0 dated 06/2008
12. Industrial 138kV Line, 4llL / 311L Line Relay and Breaker 1 �9,655.00
Control Panel
In accordance to the BOM indicated in the customer Drawing
CR-C440-BM Rev 0 dated 06/2008
13. 138kV Breaker C450 Control Panel, 3515 1 $6,020.00
In accordance to the BOM indicated in the customer Drawing
CR-C450-BM Rev 0 dated 06/2008
14. Woodrow 138kV Line, 411L / 311L Line Relay and Breaker 1 $9,655.00
Control Panel
In accordance to the BOM indicated in the customer Drawing
CR-C460-BM Rev 0 dated 06/2008
15. 138kV Bus (C470-C480) & Breaker (C470) Control Panel 1 �10,715.00
In accordance to the BOM indicated in the customer Drawing
CR-C470-BM Rev 0 dated 06/2008
16. Kings Row 138kV Line, 411L / 311L Line Relay and Breaker 1 $9,655.00
Control Panel
In accordance to the BOM indicated in the customer Drawing
CR-C480-BM Rev 0 dated 06/2008
17. HMI Panel 1 $4,320.00
In accordance to the BOM indicated in the customer Drawing
CR-HMI-BM Rev 0 dated 02/2008
RFP 5159
EXHIBIT E
18. Transformer #1 Secondary TransformerBus Differential Panel 1 $9,055.00
In accordance to the BOM indicated in the customer Drawing
CR-TIS-BM Rev 0 dated 02/2008
19. Transformer #1 Meter Panel 1 $4,835.00
In accordance to the BOM indicated in the customer Drawing
CR-TIM-BM Rev 0 dated 02/2008
20. Transformer #2 Secondary TransfortnerBus Differential Panel 1 $9,055.00
In accordance to the BOM indicated in the customer Drawing
CR-T2S-BM Rev 0 dated 02/2008
21. Transformer #2 Meter Panel 1 $4,835.00
In accordance to the BOM indicated in the customer Drawing
CR-T2M-BM Rev 0 dated 02/2008
Subtotal for all Fully Assembled Relay Panels for Audra $ 104,190.00
Substation:
Note: Freight is considered prepaid and allowed as part of the bid price. The Panels and any other
material will be shipped DDP to Denton Texas.
RFP 5159
i��:ir���a
Unit Costs for Addition or Removal of SEL Protective Relays and Incon LTC Position
Indicators Provided b DME includin anel blank and wirin ):
22. 0311L13DD4254X2XX 1 $ 355.00
23. 04llLOX6X5XXDDX357424XX 1 $ 580.00
24. 0735VX20944CGXA4XX16101XX 1 $ 310.00
25. 0351S6X3D4E5421 1 $ 550.00
26. 0387604X53XX4XX 1 $ 355.00
27. 0587ZOX325312XX 1 $ 270.00
28. 0487B 1 X6X52XXXXE37EPXXX 1 $ 580.00
29. 24l101AAOBAlA0X0000 1 � 490.00
30. 241421ABACACA850000 1 $ 490.00
31. 751AS1ACAOXOX850000 1 � 310.00
32. 0551 COBX533X 1 $ 270.00
33. 203233X40XGOXX 1 � 180.00
34. 33542H1022030XXX��X, SiJID #10855 1 $ 205.00
35. 35303ADD12llX0 1 $ 335.00
36. 2100XX4443 1 $ 335.00
37. 240700013 1 $ 125.00
38. 24402311A1A11630 1 $ 580.00
39. 2725S23XX 1 $125.00
40. 1250-LTC-I-I-S-120 1 $ 270.00
Note: Proposed Costs for Addition or Removal of SEL Protective Relays and Incon LTC Position
Indicators Provided by DME (items #22 - 40) do not include the device costs and do not represent
changes required after receipt of orders. Such changes will be executed as a Change Order.
RFP 5159
EXHIBIT E
Unit Cost for Installation of Miscellaneous Items (including item cost, panel hardware, and
wiring all in accordance with DME drawin s):
41. 129A514GO1A 1 � 390.00
42. FMS-l0E 1 $ 365.00
43. FMS-l0A 1 � 360.00
44. FMS-lOB 1 $ 370.00
45. FMS-lOAB 1 $ 365.00
46. P/N 330FP 1 $ 815.00
47. P/N 3305 1 � 805.00
48. P/N 330DC 1 $ 820.00
49. P/N 330Z6 1 � 825.00
50. P/N 330(lOB/lOB/l0E) 1 $ 810.00
51. 800T-QSTH13 G 1 $130.00
52. 800T-QSTH13 R 1 $ 130.00
53. 800T-QSTH13 A 1 $135.00
54. 800T-QSTH13 W 1 $135.00
55. 7810D 1 $ 975.00
56. 24203B 1 $ 365.00
57. USCC3 1 � 85.00
58. USCC2 1 � 70.00
59. USCC1 1 $ 60.00
60. ATMR15 1 $ 50.00
61. ATMR6 1 $ 50.00
62. EB27B06S 1 $ 55.00
63. UA-12-KS-PM 1 $ 60.00
RFP 5159
EXHIBIT E
64. ENSPIFS 1 $ 70.00
65. Price reduction for decreasing panel depth to 19" 1 $ 0.00
66. Price addition for inter-panel wire way cover for 19" to 23 " 1 � 0.00
panel
67. 2' fluorescent light fixture mounted at the top of a relay panel 1 $ 110.00
with switch
Note: Proposed Cost for Installation of Miscellaneous Items (items #41 — 64) only represents Adder
prices for additional materials required prior to the order of relay panels. Changes required after receipt of
orders will be executed as a Change Order.
RFP 5159
EXHIBIT E
1.2.- SCOPE OF SUPPLY
The scope of supply includes all necessary labor, design, diagrams, materials, equipment, and services
required for the manufacture and delivery of eight (8) types of Protection and Control Panels, Costs for
Addition or Removal of SEL Protective Relays and Incon LTC Position Indicators Provided by DME
(including panel blank and wiring), Cost for Installation of Miscellaneous Items (including item cost,
panel hardware, and wiring all in accordance with DME drawings) all this corresponds to the City of
Denton Panel Blanket. Additionally the scope includes the first Panel Blanket project - Thirteen (13)
Protection and Control Panels for Audra Substation all this in accordance with the City of Denton
Request for Quotation # 5159 dated January 11, 2013, Exhibit 2 Technical specification and Customer
Drawings provided.
Factory Acceptance Testing (FAT) is considered part of the scope for quality assurance purposes and is
included in the Panel's price.
Control Open Rack Specifications
1. Equipment, materials, and accessories will be furnished, mounted, and connected as indicated on
the drawings. Equipment, materials, and accessories listed by catalog number will be furnished as
specified.
2. The Open Rack will be vertical and freestanding self-supporting, supports on sides of open racks
for mounting terminal blocks and miscellaneous equipment. Nominal 1/8", 11 gauge, cold-rolled
sheet steel, formed with rolled lip on top, bottom and sides. The Open Racks will be installed
indoors.
3. Open Rack 32"W x(23" or 18"D) x 91 5/8"H, Rack 23", customer design.
4. SEL will also provide miscellaneous nuts and screws, cable ties, insulated ring tongue connectors,
cable troughs for horizontal wiring, wire, nameplates, and any other miscellaneous material
required to complete open rack wiring not specifically listed on the Open Rack Front View
Drawings supplied by the customer.
5. Color of finish will be ANSI No. 61 Light Gray.
6. Insulated compression type ring tongue connectors will be used for all terminations except for
devices designed for direct wire terminations. A direct wire connection terminal wi11
accommodate a maximum of two (2) wires.
7. There will be no splices in the Open Rack wiring.
8. Equipment terminals will be readily accessible from rear of the open rack, without removal of
equipment ar fixed au�ciliary rack.
9. The Open Rack will be arranged to allow adequate space for termination and testing.
10. SEL will provide complete factory wiring for the control panel and equipment mounted in the
panel. Wire and Cable will be type SIS, rating 600 Volts, 90 °C.
RFP 5159
EXH181T E
This proposal does not include:
• On site work or Customer training.
• Supply of equipment necessary for testing of relays.
• Special tools for maintenance or installation.
• Setting of protective relays or programming of HMI.
Table A. Engineering deliverables (Panel Blanket)
Deliverables By Customer By SEL Schedule
AFC Protective One Line ✓ Within the receipt of an
Diagam acceptable Purchase Order
(PO).
AFC Name Plate list ✓ Within the receipt of PO.
AFC Panel Layout ✓ Within the receipt of PO.
AFC BOMS ✓ Within the receipt of PO.
Structural Drawings for ✓ Within two weeks of
approval receipt of PO.
Customer supplied items ✓ Within Three weeks of
receipt of PO.
AFC AC / DC Schematics ✓ Within four weeks of
receipt of PO.
AFC Wiring Diagrams ✓ Within four weeks of
receipt of PO.
Factory Acceptance Testing ✓ Ten weeks after receipt of
PO
Instruction Manuals: ✓ With the panel shipment.
Three (3) Hardcopy / Two (2)
CD
As Builts ✓ With the panel shipment.
Three (3) Hardcopy / Two (2)
CD
RFP 5159
EXHIBIT E
Table A. Engineering deliverables (Audra Substation)
Deliverables By Customer By SEL Schedule
AFC Protective One Line ✓ Within the receipt of an
Diagram acceptable Purchase Order
(PO)•
AFC Name Plate list ✓ Within the receipt of PO.
AFC Panel Layout ✓ Within the receipt of PO.
AFC BOMS ✓ Within the receipt of PO.
Structural Drawings for ✓ Within one week of receipt
approval of PO.
Customer supplied items ✓ Within two weeks of
receipt of PO.
AFC AC / DC Schematics ✓ Within two weeks of
receipt of PO.
AFC Wiring Diagrams ✓ Within two weeks of
receipt of PO.
Factory Acceptance Testing ✓ Eight weeks after receipt of
PO
Instruction Manuals: ✓ With the panel shipment.
Three (3) Hardcopy / Two (2)
CD
As Builts ✓ With the panel shipment.
Three (3) Hardcopy / Two (2)
CD
Note 1: AFC = Approved For Construction
Note 2: Instruction manuals are to include catalog information for Non-SEL devices, SEL Relay
manuals (i.e. one for each type supplied), As Builts of BOMs, Nameplate Lists, Panel Layout and
Structural Drawings, AC/DC Schematics, Internal Panel Wiring Diagrams, Panel to Panel Wiring
Diagrams and Factory Acceptance Test Reports.
RFP 5159
EXHIBIT E
PAYMENT AND WORK SCHEDULE
The price does not include any sales or use tax.
This proposal is valid for 90 days. SEL reserves the right to withdraw this offer if mutually accepted
credit terms cannot be agreed upon.
Payment and Credit Terms
If your company does not have established credit terms sufficient to cover this purchase, SEL reserves the
right to require any of the following: credit information, prepayment, Letter of Credit, or progress
payments prior to acceptance.
Payment Terms: Net 30 days after invoice date.
Schedule
Panel Blanket
Delivery of Equipment will be twelve (12) weeks after receipt of an acceptable Purchase Order. Delivery
is contingent upon the following:
• Customer supplying "Approved For Construction" Drawings defined in Table A per the schedule
defined in Table A.
• SEL submitting "Approval" Drawings defined in Table A per the schedule defined in Table A.
Customer reviewing/approving SEL drawings submitted for approval within one (1) week of
receipt.
Audra Substation
Delivery of Equipment will be ten (10) weeks after receipt of an acceptable Purchase Order. Delivery is
contingent upon the following:
• Customer supplying "Approved For Construction" Drawings defined in Table A per the schedule
defined in Table A.
• SEL submitting "Approval" Drawings defined in Table A per the schedule defined in Table A.
Customer reviewing/approving SEL drawings submitted for approval within one (1) week of
receipt.
Drawings will be transmitted electronically by email to expedite approval turnaround time.
SEL will furnish a schedule for the project within one week after receipt of an acceptable purchase order.
Failure to supply requested information in a timely manner will affect the schedule.
Upon customer request, digital photos of the panels will be provided as they progress in manufacturing.
RFP 5159
EXHIBIT E
SECTION 2: CLARIFICATIONS AND EXCEPTIONS
SEL developed the scope of work, schedule, and price based on the information provided to us as listed in
the proposal. Should additional or changed work be required, including such work resulting from unusual
conditions or for any other reasons that are not evident from the information provided, changes to the
price or schedule may result.
Project Manager
A project manager will be assigned to the project. The project manager will be responsible for overseeing
and maintaining the schedule within SEL. He will also be the point of contact with the customer in order
to maintain a smooth flow of information.
Time and Expense Added Work
SEL will do added work on an actual time and expense basis, unless SEL and the customer agree on other
arrangements. The party identifying a potential change in scope will request the change of scope to the
other in writing (fax, email, or letter). SEL will identify any budget or schedule impact and submit it for
approval. SEL will proceed with the work as soon as SEL receives written approval, in accordance with
established contract provisions.
The control panels, the PowerCORE� and other electrical control enclosure products are manufactured in
SEL's subsidiary in Mexico, Schweitzer Engineering Laboratories, S.A. de C.V. Installation,
commissioning, Factory Acceptance Testing and other testing and warranty services may be performed
on-site by qualified personnel of Schweitzer Engineering Laboratories, S.A. de C.V.
Work performed on an actual time and expense basis will be in accordance with the following schedule of
chaxges, unless specifically modified in this proposal:
Base Rate Travel Rate Overtime Rate' Travel Expenses
& Per Diem
Field Application $135/Hr. $135/Hr. $203/Hr. Actual/Reasonable
Engineer
Engineer $100/Hr. $100/Hr. $150/Hr. Actual/Reasonable
Testing Technician $85/Hr. $85/Hr. $128/Hr. Actual/Reasonable
Installation $75/Hr. $75/Hr. $ll3/Hr. Actual/Reasonable
Supervisor
Designer $65/Hr. $65/Hr. $98/Hr. Actual/Reasonable
Installation Labor $SO/Hr. $50/Hr. $75/Hr. Actual/Reasonable
lOvertime is defined as time in excess of eight hours and is applied only when working away from SEL
offices. The overtime rate is also charged for weekends and U.S. holidays.
Customer is to reimburse SEL for actual and reasonable travel expenses such as airline tickets, meals,
lodging, rental car, parking, and fuel (where applicable). Airline tickets are coach rate to the commercial
airport nearest the work site.
The hourly rates quoted include clerical support and the use of personal computers loaded with
Microsoft� Office, Lotus� Notes, MATLAB�, MathCAD�, and SEL developed software (including
RFP 5159
EXHIBIT E
SEL-5010 Relay Assistant, SEL-5020 Settings Assistant, ACSELERATOR� SEL-5030 Software, and
SEL-5040 Power System Report Manager) used in the preparation, documentation, and processing of
settings for SEL products.
SEL does not bill for long distance telephone, fax, low-volume copying, and document shipping. Other
expenses directly related to performance of approved work, including but not limited to travel,
subsistence, and bound document preparation will be billed at actual cost (no mark-up).
Hourly rates quoted are for work performed in calendar year 2013.
Factory Acceptance Testing (FAT)
After factory assembly and wiring of equipment, SEL will conduct functional tests to verify correct
wiring operation of equipment.
FAT activities include the following:
• Pre-functional test checkout (i.e., general workmanship, wire continuity, etc.)
• Loading customer supplied settings into all relays and communications processors (i.e. if supplied
by customer) or loading of standard basic settings defined by SEL.
• DC Control Circuit Functional Tests.
• AC Sensing Circuit Functional Tests.
SEL has the adequate and certified test equipment, in quality and quantity, in order to perform the above
Tests.
FAT testing does not include:
• 1000 Volt DC Megger.
• Switchboard and insulation testing.
• Data cable connection checkout.
• Communications status checkout.
There is no charge for the customer being present during factory acceptance testing. The customer will be
notified at least two weeks prior to the FAT.
Compliance
SEL will comply with state and local codes, standards, rules, regulations, and laws insofar as they do not
exceed national codes, standards, rules, regulations, and laws.
In the event a part, other than protective relays, is not obtainable or develops a lengthy lead time, SEL
will consult with the customer to determine if the project deadline can be extended or the part can be
substituted with an alternate manufacturer's model that will meet or exceed the specifications of the
original part.
RFP 5159
EXHIBIT E
Standard Clarifications
SEL's scope is limited to the hardware defined in customer drawings no. LINE PANEL-BM Rev 0
dated 06/2008, BREAKER PANEL-BM Rev 0 dated 06/2008, BUSBREAKER PANEL-BM Rev 0
dated 06/2008, BUS PANEL-BM Rev 0 dated 06/2008, T1M METER PANEL-BM Rev 0 dated
02/2008, TRANSFORMER SECONDARY T1S-BM Rev 0 dated 02/2008, HMI-BM Rev 0 dated
02/2008 & XFMR-BREAKER PANEL-BM Rev 0 dated 06/2008; and the engineering deliverables
defined in Table A. Should there be a change in hardware or a change in engineering content, there
may be a change in price and schedule.
2. SEL will be providing approval drawings electronically via email to minimize processing and
approval times. Hard copies of as builts and instruction manuals will be provided in hard copy
quantities required by the RFQ.
3. SEL requests that AFC drawings be provided in .dwg format to reduce hours spent in developing
layouts for approval as required by specification.
4. SEL will load customer-supplied settings if supplied in appropriate format (i.e. 5010 or AcSELerator
format) and one month prior to shipment free of charge.
5. Proposed lead times:
• For blanket panels items #1 -#8 of the Exhibit #1 Pricing Sheet, Fully Assembled Standard Relay
Panels, SEL is offering a 12-week delivery time.
• For the Audra Substation Panels, items #9 -#21 of the E�ibit # 1 Pricing Sheet, SEL is offering a
10-week delivery time.
6. Please, see our ISO 9001 quality certificate.
RFP 5159
EXHIBIT E
Project Specific Clarifications
1. SEL is not offering communication cables (i.e. copper or fiber optic) or transceivers, if customer
gives us distances and types we will happy to quote them.
2. SEL is considering our standard Wire and Cable type SIS, rating 600 Volts, 90 °C. SEL could not
find the type of cable STS indicated in the Technical Specification Protective Relay Panels Exhibit 2,
point V. A. 10.
3. Price Adjustments — The Producers Price Index (PPI) as well as other indices do not accurately reflect
price adjustments seen within this industry. Costs fluctuations of steel, third party supplier materials,
and freight are beyond the control of SEL, Inc. As these items are not accurately reflected by the
Producers Price Index (PPI) and other indices, SEL would ask all price increases or decreases be
based upon actual supplier costs. SEL will be more than please to discuss alternative sources for
determining price adjustments.
4. Exhibit 1- Pricing Sheet Exclusions & Comments
• SEL 3354 Automation Computing Platform, 33542H1022030XX�C, SUID #10855 is no
longer available. Once an updated device has been identified, SEL will be happy to update the
pricing sheet.
• SEL 3530 Real-Time Automation Controller, 35303ADD1211X0 is invalid as the 3530 PNs have
been changed to add six additional characters. Once an updated device has been identified, SEL
will be happy to update the pricing sheet.
• Proposed Costs for Addition or Removal of SEL Protective Relays and Incon LTC Position
Indicators Provided by DME (items #22 — 40) do not include the device costs and do not
represent changes required after receipt of orders. Such changes will be executed as a Change
Order.
• Proposed Cost for Installation of Miscellaneous Items (items #41 — 64) only represents Adder
prices for additional materials required prior to the order of relay panels. Changes required after
receipt of orders will be executed as a Change Order.
RFP 5159