2013-121ORDINANCE NO. 2013-121
AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A
CONTR.ACT FOR THE RENTAL OF TWELVE (12) FIFTEEN-PASSENGER VANS FOR THE
CITY OF DENTON PARKS AND RECREATION DEPARTMENT SUMMER CAMP
PROGRAMS AND FOUR (4) CARGO VANS FOR THE SUMMER FOOD SERVICE PROGRAM
(CITY WILL BE REIMBURSED THROUGH TEXAS DEPARTMENT OF AGRICULTURE
GRANT FLINDING) IN A THREE (3) YEAR NOT-TO-EXCEED AMOUNT OF $172,365;
PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN
EFFECTIVE DATE (RFP 5196-AWARDED TO EAN HOLDINGS, LLC DBA ENTERPRISE
RENT-A-CAR).
WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for
the Rental of Summer Camp Vans for the Parks and Recreation Department 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 ORDAlNS:
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
5196 EAN Holdings, LLC DBA Enterprise Rent-A-Car $172,365
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 5196 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 � day of , 2013.
MARK A. B UG 'S, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY: >
APPR D AS O LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
�
BY: �°",�.� _ ���i�=�!� .
4-ORD-RE 196
f
CONTRACT SY AND BETWEEN
CITY OF DENTON, TEXAS AND
EAN HOLDINGS, LLC DBA ENTERPRISE RENT-A-CAR RFP 5196
THIS CONTRACT is made and entered into this `% ' day of `���.D., 2013,
by and between EAN Holdings, LLC DBA Enterprise Rent-A-Car a corpora io� whose address
is 8200 John Carpenter Freeway, Dallas, TX 75247, hereinafter referred to as "Supplier," and the
CITY OF DENTON, TEXAS, a home rule municipal coiporation, 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 # 5196 - Rental of
Vans for Summer Camp, a copy of which is on file at the office of Purchasing Agent and
incorporated herein for all purposes. The Contract consists of this written agreement and the
following items which are attached hereto, or on file, and incorporated herein by reference:
(a) City of Denton's RFP 5196 (on file at the office of the Purchasing Agent)
(b) Standard Terms and Conditions (Exhibit "A")
(c) Special Terms and Conditions (Exhibit "B")
(d) Form CIQ — Conflict of Interest Questionnaire (Exhibit "C").
(e) Supplier's Proposal. (Exhibit "D");
These documents malce up the Contract documents and what is called for by one shall be
as binding as if called for by a11. 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 # 5196 Page 1 of 18
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
. �
BY:
APPROVED AS TO LEGAL FORM:
ATtITA BURGESS, CITY ATTORNEY
BY: �
G'�
SUPPLIE�
BY�� ---I
AiTjtHO IZED SIGNATURE
� � ��
Date:
Name � �'� � �l���L
Title: �t.Cs�C1��L V ICP� (� I D P�J 1
�►� (o � �`'C7�
PHONE NUMBER
�l'� �, �� � _ � j (� ,�
FAX NUMBER
CITY OF DENTON, TEXAS
BY:
GEORGE C. CAMPBELL, CITY MANAGER
Date: 05 07 �O/.3
RFP # 5196 Page 2 of 18
Exhibit A
City of Denton
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other
requirements included in the City of Denton's solicitation are applicable to Contracts/Purchase Orders
issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller herein after
referred to as the Supplier. Any deviations must be in writing and signed by a representative of the City's
Procurement Department and the Supplier. No Terms and Conditions contained in the Supplier's Proposal
response, Invoice or Statement shall serve to modify tlie terms set forth herein. If there �s 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 Supplier agrees that the contract shall be
governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated.
Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a
Solicitation to purchase Goods, and Sections 9, 10, 11 and 22 shall apply only to a Solicitation to
purchase Services to be performed principally at the City's premises or on public rights-of-way.
1. SUPPLIER'S OBLIGATIONS. The Supplier shall fully and timely provide all deliverables described in the
Solicitation and in the Supplier's Offer in strict accordance with the terms, covenants, and conditions of the Contract
and all applicable Federal, State, and locallaws, 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 sha11 continue in effect until a11 obligations are performed in
accordance with the Contract.
3. SUPPLIER TO PACKAGE DELIVERABLES: The Supplier will package deliverables in accordance with
good commercial practice and shall include a packing list showing the description of each item, the quantity and unit
price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping
container shall be clearly and permanently marked as follows: (a) The 5upplier's name and address, (b) the City's
name, address and purchase order or purchase release number and the price agreement number if applicable, (c)
Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing
the packing list. The Supplier shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest
transportation costs and to conform to all the requirements of common carriers and any applicable specification. The
City's count or weight shall be final and conclusive on shipments not accompanied by packing lists.
4. SHiPMENT UNDER RESERVATION PROI3IBITED: The Supplier is not authorized to ship the
deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables.
5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City
actually receives and accepts the deliverables.
6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. pouit of
delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer,
the Supplier's price shall be deemed to include all delivery and transportation charges. The City shall have the right
to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that
set forth the purchase order.
7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but
not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to
reject defective or non-conforming deliverables. If the City has the right to inspect the Supplier's, or the Supplier's
Subcontractor's, facilities, or the deliverables at the Supplier's, ar the Supplier's Subcontractor's, premises, the
Supplier shall fiunish, or cause to be fiunished, without additional charge, all reasonable facilities and assistance to
the City to facilitate such inspection.
RFP # 5196 Page 3 of 18
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 breaclfand the Supplier shall not have the right to substitute a conforming tender; provided, where the
time for performance has not yet e�ired, the Supplier may notify the City of the intention to cure and may then
make a conforming tender within the time allotted in the contract.
9. PLACE AND CONDITION OF WORK: The City shall provide the Supplier access to the sites where the
Supplier is to perform the services as required in order for the Supplier to perform the services in a timely and
efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Supplier
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 Supplier's obligations under the contract. The Supplier hereby releases and holds the City
harmless from and against any liability or claim for damages of any kind or nature if the actual site or service
conditions diff.er from expected conditions.
10. WORKFORCE
A. The Supplier shall employ only orderly and competent workers, skilled in the performance of the services which
they will perform under the Contract.
B. The Supplier, its employees, subcontractors, and subcontractor's employees may not while engaged in
participating or responding to a solicitation or while in the course and scope of delivering goods or services under a
City of Denton contract or on the CiTy's property .
i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as
required by the terms of the contract; or
ii. use or possess alcoholic ar other intoxicating beverages, illegal drugs or controlled substances, nor may
such workers be intoxicated, or under the influence of alcohol or drugs, on the job.
C. If the City or the City's representative notifies the Supplier that any worker is incompetent, disorderly or
disobedient, has laiowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or
was under the influence of alcohol or drugs on the job, the Supplier shall immediately remove such worker from
Contract services, and may not employ such worker again on Coniract services without the City's prior written
consent.
Immigration: The Supplier represents and warrants that it shall comply with the requirements of the Immigration
Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for
any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and
the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ("IIRIItA) enacted on September 30,
1996.
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGiTLATIONS: The Supplier,
it's Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local
health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services,
including but not limited to those promulgated by the City and by the Occupational Safety and Health
Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Supplier shall
indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines,
penalties and liability of every kind arising from the breach of the Supplier's obligations under this paragraph.
Environmental Protection: The supplier shall be in compliance with all applicable standards, orders, or regulations
issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution
Control Act, as amended, (33 U.S.C. §1251 etseq.).
12. INVOICES:
A. The Supplier shall submit separate invoices in duplicate on each purchase order or purchase
release after each delivery. If partial shipments or deliveries are authorized by the City, a separate
invoice must be sent for each shipment or delivery made.
B. Proper Invoices must include a unique invoice number, the purchase order or delivery order
number and the master agreement number if applicable, the Department's Name, and the
name of the point of contact for the Department. Invoices shall be itemized and transportation
RFP # 5196 Page 4 of 18
charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when
applicable, shall be attached to the invoice. The Supplier's name, remittance address and, if applicable, the tax
identification number on the invoice must exactly match the information in the Vendor's registration with the City.
Unless otherwise instructed in writing, the City may rely on the remittance address specif'ied on the Supplier's
invoice.
C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number
clearly identif'ied. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by
work order number. Time billed for labor shall be limited to hours actually worked at the work site.
D. Unless otherwise expressly authorized in the Contract, the Supplier shall pass through all
Subcontract and other authorized expenses'at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount.
The City will furnish a tax exemption certificate upon request.
13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30)
calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable,
whichever is later.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at
the lesser of the rate speci�ied in Texas Government Code Section 2251.025 or the maximum-
lawful rate; except, if payment is not timely made for a reason for which the City may withhold
payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for
withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Supplier will be paid for the partial
shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery.
D. The City may withhold or set off the entire payment or part of any payment otherwise due the
Supplier to such extent as may be necessary on account of:
i. delivery of defective or non-conforming deliverables by the Supplier;
ii. third pariy claims, which are not covered by the insurance which the Supplier is required to
provide, are filed or reasonable evidence indicating probable filing of such claims;
iii. failure of the Supplier to pay Subcontractors, or for labor, materials or equipment;
iv. damage to the properiy of the City or the City's agents, employees or suppliers, which is not
covered by insurance required to be provided by the Supplier;
v. reasonable evidence that the Supplier's obligations will not be completed within the time
specified in the Contract, and that the unpaid balance would not be adequate to cover actual or
liquidated damages for the anticipated delay;
vi. failure of the Supplier to submit proper invoices with purchase order number, with all required
attachments and supporting
documentation; or
vii. failure of the Supplier to comply with any material provision of the Contract Documents.
E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City
may offset indebtedness owed the City through payment withholding.
F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer
of funds. The Supplier agrees that there shall be no additional charges, surcharges, or penalties to the City for
payments made by credit card ar 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 Supplier. The City shall
provide the Supplier written notice of the failure of the City to make an adequate Appropriation for any fiscal year to
pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit
the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there
will be no penalty nor removal fees charged to the City.
14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid
by the Supplier, unless otherwise stated in the contract terms.
RFP # 5196 Page 5 of 18
15.. FINAL PAYMENT AND CLOSE-OUT:
A. If a DBE/MBE/WBE Program Plan is agreed to and the Supplier has identified Subcontractors, the Supplier 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, ar both may be withheld
if the Supplier is not in compliance with the requirements as accepted by the City.
B. The making and acceptance of final payment will constitute:
i. a waiver of all claims by the City against the Supplier, except claims (1) which have been previously
asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising
from failure of the Supplier to comply with the Contract or the terms of any warranty specified herein, (4) arising
from the Supplier's continuing obligations under the Contract, including but not limited to indemnity and warranty
obligations, or (5) arising under the City's right to audit; and ii. a waiver of all claims by the Supplier against the
City other than those previously asserted in writing and not yet settled.
16. SPECIAL TOOLS & TEST EQITIPMENT: If the price stated on the Offer includes the cost of any special
tooling or special test equipment fabricated or required by the Supplier for the purpose of filling this order, such
special tooling equipment and any process sheets related thereto shall become the property of the City and shall be
identified by the Supplier as such.
17. RIGHT TO AUDIT:
A. The City shall have the right to audit and make copies of the books, recards and computations pertaining to the
Contract. The Supplier shall retain such books, records, documents and other evidence pertaining to the Contract
period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case
records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other
evidence shall be available, within ten (10) business days of written request. Further, the Supplier shall also require
all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence
pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be
made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless
the audit reveals an overpayment of 1% or greater. If an overpayment of 1% ar greater occurs, the reasonable cost
of the audit, including any travel costs, must be borne by the Supplier which must be payable within five (5)
business days of receipt of an invoice.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall
constitute, in the City's sole discretion, grounds for termination thereof. Each of the terms "books", "records",
"documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if
such drafts or electron.ic files are subsequently used to generate or prepare a fmal printed document.
18. SUSCONTRACTORS:
A. If the Supplier identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Supplier shall comply with all
requirements approved by the City. The Supplier shall not initially employ any Subcontractor except as provided in
the Supplier's Plan. The Supplier shall not substitute any Subcontractor identified in the Plan, unless the substitute
has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of
any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has
been approved, the Supplier is additionally required to submit a monthly Subcontract Awards and Expenditures
Report to the Procurement Manager, no later than the tenth calendar day of each month.
B. Wark performed far the Supplier by a Subcontractor shall be pursuant to a written contract between the Supplier
and Subcontractar. The terms of the subconiract may not conflict with the terms of the
Contract, and shall contain provisions that:
i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the
provisions, specifications and terms of the Contract;
ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior
written consent of the City and the Supplier. The City may require, as a condition to sueh further subcontracting,
that the Subcontractor post a payment bond in form, substance and amount acceptable to the City;
iii. require Subcontractors to submit all invoices and applications for payments, including any claims for
additional payments, damages or otherwise, to the Supplier in sufficient time to enable the Supplier to include same
with its invoice or application for payment to the City in accordance with tl�e terms of the Contract;
iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in
the type and amounts specified for the Supplier, with the City being a named insured as its interest shall appear�, and
v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Supplier is
RFP # 5196 Page 6 of 18
required to indemnify the City.
C. The Supplier shall be fizlly responsible to the City for all acts and omissions of the Subcontractars just as the
Supplier is responsible for the Supplier's own acts and omissions. Nothing in the Contract shall create far the benefit
of any such Subcontractor any contractual relationship between the City and any such Subconiractor, nor shall it
create any obligation on the part of the City to pay or to see to the payment of any moneys due any such
Subcontractor except as may otherwise be required by law.
D. The Supplier shall pay each Subcontractor its appropriate share of payments made to the Supplier not later than
ten (10) calendar days after receipt of payment from the City.
19. WARRANTY-PRICE:
A. The Supplier warrants the prices quoted in the Offer are no higher than the Supplier's current priees dn orders by
others for like deliverables under similar terms of purchase.
B. The Supplier certifies that the prices in the Offer have been arrived at independently without consultation,
communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with
any other firm or with any competitor.
C. In addition to any other remedy available, the City may deduct from any amounts owed to the Supplier, ar
otherwise recover, any amounts paid for items in excess of the Supplier's current prices on orders by others for like
deliverables under similar terms of purchase.
20. WARRANTY — TITLE: The Supplier warrants that it has good and indefeasible title to all deliverables
fi�rnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and
encumbrances. The Supplier shall indemnify and hold the City harmless from and against all adverse title claims to
the deliverables.
21. WARRANTY — DELIVERABLES: T`he Supplier warrants and represents that all deliverables sold the City
under the Contract shall be free from defects in design, worlananship or manufacture, and conform in all material
respects to the specif"ications, drawings, and descriptions in the Solicitation, to any samples fiunished by the
Supplier, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws,
rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables
shall be new or recycled merchandise, and not used or reconditioned.
A. Recycled deliverables shall be clearly identified as such.
B. The Supplier may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any
attempt to do so shall be without force or effect.
C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of
acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty
period, one or more of the above warranties are breached, the Supplier shall promptly upon receipt of demand either
repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming
deliverables, at the City's option and at no additional cost to the City. All costs incidental to such repair or
replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the
Supplier. The City shall endeavor to give the Supplier written notice of the breach of warranty within thirty (30)
calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City's
rights under this section.
D. If the Supplier is unable or unwilling to repair or replace defective or non-conforming deliverables as required by
the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be
required to purchase under the Contract from the Supplier, and purchase confornung deliverables from other
sources. In such event, the Supplier shall pay to the City upon demand the increased cost, if any, incurred by the
City to procure such deliverables from another source.
E. If the Supplier is not the manufacturer, and the deliverables are covered by a separate manufacturer's warranty,
the Supplier shall transfer and assign such manufacturer's warranty to the City. If for any reason the manufacturer's
warranty cannot be fully transferred to the City, the Supplier shall assist and cooperate with the City to the fullest
extent to enforce such manufacturer's warranty for the benefit of the City.
22. WARRANTY — SERVICES: The Supplier warrants and represents that all services to be provided the City
under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with
generally accepted induslry standards and practices, the terms, conditions, and covenants of the Contract, and all
� applicable Federal, State and local laws, rules or regulations.
RFP # 5196 Page 7 of 18
A. The Supplier may not limit, exclude or disclaim the foregoing warranty or any warranry 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 mare of the above warranties are breached, the Supplier shall promptly
upon receipt of demand perform the services again in accordance with above standard at no additional cost to the
City. All costs incidental to such additional performance shall be borne by the Supplier. The City shall endeavor to
give the Supplier written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach
warranty, but failure to give timely notice shall not impair the City's rights under this section.
C. If the �upplier 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 Coniract from the Supplier, and purchase conforming services from other sources. In
such event, the Supplier shall pay to the City upon demand the increased cost, if any, incurred by the City to procure
such services from another source.
23. ACCEPTANCE OF INC�MPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring
immediate correction or removal and replacement of defective or non-conforming deliverables, the City prefers to
accept it, the City may do so. The Supplier shall pay all claims, costs, losses and damages attributable to the City's
evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance
occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the
diminished value of the defective or non-conforming deliverables. If the acceptance occurs after fmal payment, such
amount will be refunded to the Ciry by the Supplier.
24. RIGHT TO ASSiTRANCE: Whenever one party to the Contract in good faith has reason to question the other
party's intent to perform, demand may be made to the other parly 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 ireat
this failure as an anticipatory repudiation of the Contract.
25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Supplier is
observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is
determined by the City to be unsafe to either life or property. Upon notification, the Supplier will cease all work
until notified by the City that the violation or unsafe condition has been corrected. The Supplier shall be liable for all
costs incurred by the City as a result of the issuance of such Stop Work Notice.
26. DEFAULT: The Supplier shall be in default under the Contract if the Supplier (a) fails to fully, timely and
faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of
performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bavla•uptcy laws of the United
States or (d) makes a material misrepresentation in Supplier's Offer, or in any report or deliverable required to be
submitted by the Supplier to the City.
27. TERMINATION FOR CAUSE: In the event of a default by the Supplier, the City shall have the right to
terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after
the date of such notice, unless the Supplier, within such ten (10) day period, cures such default, or provides evidence
sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition to any
other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses
and expenses, incurred by the City as a result of the Supplier's default, including, without limitation, cost of cover,
reasonable attorneys' fees, court costs, and prejudgment and post jndgment interest at the maximum lawful rate.
Additionally, in the event of a default by the Supplier, the City may remove the Supplier from the City's vendor list
for three (3) years a.nd any Offer submitted by the Supplier may be disqualified for up to three (3) years. All rights
and remedies under the Coni�act are cumulative and are not exclusive of any other right or remedy provided by law.
28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in
part, without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of
termination, the Supplier shall promptly cease all further work pursuant to the Contract, with such exceptions, if any,
specified in the notice of termination. The City shall pay the Supplier, to the extent of funds Appropriated or
otherwise legally available for such purposes, for all goods delivered and services performed and obligations
incurred prior to the date of termination in accordance with the terms hereof.
RFP # 5196 Page 8 of 18
29. FRAUD: Fraudulent statements by the Supplier on any Offer or in any report or deliverable required to be
submitted by the Supplier to the City shall be grounds for the termination of the Contract for cause by the City and
may result in legal action.
30. DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Supplier if the City deems it is
in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the
Supplier shall negotiate an equitable adjustment for costs incurred by the Supplier in the Contract price and execute
an amendment to the Contract..The Supplier must assert its right to an adjusttnent within thirty (30) calendar days
from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the
Dispute Resolution process specified in paragaph 49. However, nothing in this provision shall excuse the Supplier
from delaying the delivery as notified.
B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if,
while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions,
sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Parly. In the event of default
or delay in contract performance due to any of the foregoing causes, then the time fox completion of the services will
be extended; provided, however, in such an event, a conference will be held within three (3) business days to
establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform.
31. INDEMNITY: A. Definitions:
i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and
liability of every character, type or description, including all reasonable costs and expenses of litigation,
mediation or other alternate dispute resolution mechanism, including attorney and other professional fees
for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Supplier,
their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such
subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation,
loss of services, or loss of income or wages to any person (including but not limited to the agents, officers
and employees of the City, the Supplier, the Supplier's subcontractors, and third parties), u. "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. TFIE SUPPLIER SFIALL DEFEND (AT TIIE OPTION OF TIIE CITY), INDENINITY, AND HOLD THE CTTY, ITS
SUCCESSORS� ASSIGNS, OFFICERS� EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL
INDEMNIF'IED CLAIMS DII2ECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT
oF'rxE SUPPLIER, ox'rxE SUPPLIER'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN TAE
PERFORNI.ANCE OF TFIE SUPPLIER'S OBLIGATIONS UNDER TIIE CONTRACT. NOTHING HEREIN SHALL BE
DEEMED TO LINIIT TIIE RIGATS OF TTIE CTTY OR THE SUPPLIER (INCLUDING, BUT NOT LINIITED TO, TIIE
RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THII2D PARTY WHO MAY BE LIABLE FOR AN INDEMNIF'IED CLAIlVI.
32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance
requirements detailed in the solicitation document. The successful firm sha11 procure and maintain insurance of the
types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company
licensed to do business in the State of Texas and satisfactory to the City of Denton.
A. General Requirements.
i. The Supplier shall at a minimum carry insurance in the types and amounts indicated and ageed to, as
submitted to the City and approved by the City within the procurement process, for the duration of the
Contract, including e�ension options and hold over periods, and during any warranty period.
ii. The Supplier shall provide Certificates of Insurance with the coverage's and endorsements required to
the City as verification of coverage priar to contract execution and within fourteen (14) calendar days after
written request from the Ciry. Failure to provide the required Certificate of Insurance may subject the Offer
to disqualification from consideration for award. The Supplier must also forward a Certificate of Insurance
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.
iu. The Supplier shall not commence wark until the required insurance is obtained and until such insurance
has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability
of the Supplier hereunder and shall not be construed to be a limitation of liability on the part of the
Supplier.
RFP # 5196 Page 9 of 18
iv. The Supplier must submit certificates of insurance to the City for all subcontractors prior to the
subcontractors commencing work on the project.
v. The Supplier's and all subcontractors' insurance coverage shall be written by companies licensed to do
business in the State of Texas at the time the policies are issued and shall be written by companies with
A.M. Best ratings of A- VII or better. The City will accept workers' compensation coverage written by the
Texas Workers' Compensation Insurance Fund.
vi. All endorsements naming the CiTy as additional insured, waivers, and notices of cancellation
endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following
information:
City of Denton
Materials Management Department
901B Texas Street
Denton, Texas 76209
vii. The "other" insurance clause shall not apply to the City where the City is an additional insured shown
on any policy. It is intended that policies required in the Contract, covering both the City and the Supplier,
shall be considered primary coverage as applicable.
viii. If insurance policies are not written for amounts agreed to with the City, the Supplier shall carry
Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability
Insurance is provided, it shall follow the form of the primary coverage.
ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review
certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or
revision or modification of particular policy terms, conditions, limitations, or exclusions except where
policy provisions are established by law or regulations binding upon either of the parties hereto or the
underwriter on any such policies.
x. The City reserves the right to review the insurance requirements set forth during the effective period of
the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when
deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims
history of the industry or financial condition of the insurance company as well as the Supplier.
�. The Supplier shall not cause any insurance to be canceled nor permit any insurance to lapse during the
term of the Contract or as required in the Contract.
�i. The Supplier shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in
policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance.
�ii. The Supplier shall endeavor to provide the City thirty (30) calendar days' written notice of erosion of
the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract.
�v. The insurance coverage's specified in within the solicitation and requirements are required minimums
and are not intended to limit the responsibility or liability of the Supplier.
B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument.
33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Supplier which arises under or
concerns the Contract, or which could have a material adverse affect on the Supplier's ability to perform thereunder,
the Supplier shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the
Supplier. Such notice to the City shall state the date of notif'ication 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, ar other communications required or appropriate to
be given under the Con�act 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
%rst class mail, telefax, or other commercially accepted means. Notices to the Supplier shall be sent to the address
specified in the Supplier's Offer, ar 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.
RFP # 5196 Page 10 of 18
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the
Supplier to the City shall become property of the City upon receipt. Any portions of such material claimed by the
Supplier to be proprietary must be clearly maxlced 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 INFRIlVGEMENTS: The Supplier represents and warrants to the
City that: (i) the Supplier shall provide the City good and indefeasible ritle to the deliverables and (ii) the
deliverables supplied by the Supplier in accordance with the speciiications in the Contract will not infringe, directly
ar 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 Supplier does not ]rnow of any valid basis for any such claims. The Supplier shall, at its
sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs
(including court costs and reasonable fees_ of attorneys and other professionals) arising out of or resulting from: (i)
any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if
applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party;
or (ii) the Supplier's breach of any of Supplier's representations or warranties stated in this Contract. In the event of
any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to
act as co-counsel on the City's behalf. Further, Supplier agrees that the City's specifications regarding the
deliverables shall in no way dimnush Supplier's warranties or obligations under this paragraph and the City makes
no warranty that the production, development, or delivery of such deliverables will not impact such warranties of
Supplier.
37. CONFIDENTIALITY: In order to provide the deliverables to the City, Supplier may require access to certain
of the City's and/or its licensors' confidential information (including inventions, employee information, trade
secrets, confidential know-how, confidential business information, and other information which the City or its
licensors consider confidential) (collectively, "Confidential Information"). Supplier aclaiowledges and agrees that
the Coniidential Information is the valuable property of the City and/or its licensors and any unauthorized use,
disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its
licensors. The Supplier (including its employees, subcontractors, agents, or representatives) agrees that it will
maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge,
recreate, or otherwise use the Confidenrial Information without the prior written consent of the City or in a manner
not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law
or an arder of any court or other governmental authority with proper jurisdiction, provided the Supplier promptly
notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate
protective order. The Supplier agrees to use protecrive measures no less stringent than the Supplier uses within its
own business to protect its own most valuable information, which protective measures shall under all circumstances
be at least reasonable measures to ensure the continued confidentiality of the Confidential Information.
38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout
the world in and to the deliverables.
A. Patents. As to any patentable subject matter contained in the deliverables, the Supplier agrees to disclose such
patentable subject matter to the City. Further, if requested by the City, the Supplier agrees to assign and; if
necessary, cause each of its employees to assign the entire right, title, aud interest to speciiic inventions under such
patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its
employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved
by the City, to the City upon request by the City.
B. Copyrights. As to any deliverables containing copyrightable subject matter, the Supplier agrees that upon their
creation, such deliverables shall be considered as wark made-for-hire by the Supplier far the City and the City shall
own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the
City's sole or joint ownership of auy such deliverables arising by virtue of the City's sole or joint authorship of such
deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Supplier
hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to
execute, aclaiowledge, and deliver an assignment to the City o fl all worldwide right, title, and interest in and to such
deliverables. With respect to such work made-for-hire, the Supplier agrees to execute, acknowledge, and deliver and
cause each of its employees providing services to the City. hereunder to execute, acknowledge, and deliver a work-
made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such
deliverables to the City or at such other time as the City may request.
RFP # 5196 Page 11 of 18
C. Additional Assi�ments. The Supplier further agrees to, and if applicable, cause each of its employees to,
execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments
which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work
registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and
in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and
interest in and to the deliverables. The Supplier's obligations to execute, aclalowledge, and deliver (or cause to be
executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b.,
and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City
should not seek to obtain copyright protection, mask work registration or patent protection for any of the
deliverables, but should desire to keep the same secret, the Supplier agrees to treat the same as Confidential
Information under the terms of Paragraph 37 above.
39. PUBLICATIONS: All published material and written reports submitted under the Coniract must be ariginally
developed material unless otherwise specifically provided in the Contract. When material not ariginally developed is
included in a report in any form, the source shall be identified.
40. ADVERTISING: The Supplier shall not advertise or publish, without the City's prior consent, the fact that the
City has entered into the Contract, except to the extent required by law.
41. NO CONTINGENT FEES: The Supplier warrants that no person or selling agency has been employed or
retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage,
brokerage, or contingent fee, excepting bona fide employees of bona flde established commercial or selling agencies
maintained by the Supplier for the purpose of securing business. For breach or violation of this warranty, the City
shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct
from any amounts owed to the Supplier, ar otherwise recover, the full amount of such commission, percentage,
brokerage or contingent fee.
42. GRATUITIES: The City may, by written notice to the Supplier, cancel the Contract without liability if it is
deteiwined by the City that gratuities were offered or given by the Supplier or any agent or representative of the
Supplier to any officer or employee of the City of Denton with a view toward securing the Contract ar securing
favorable treatment with respect to the awarding or amending or the maldng of any determinations with respect to
the performing of such coniract. In the event the Contract is canceled by the City pursuant to this provision, the City
shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred
by the Supplier in providing such gratuities.
43. PROI�ITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent
consultant, or elected official of the City who is involved in the development, evaluation, or decision-making
process of the performance of any solicitation shall have a imancial interest, direct or indirect, in the Contract
resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any
officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation
of this provision, with the lmowledge, expressed or implied, of the Supplier shall render the Contract voidable by the
City. The Supplier shall complete and submit the City's Conflict of Interest Questionnaire (Attachment B).
44. INDEPENDENT SUPPLIER: The Contract shall not be construed as creating an employer/employee
relationship, a partnership, or a joint venture. The Supplier's services shall be those of an independent supplier. The
Supplier agrees and understands that the Contract does not grant any rights or privileges established for employees
of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave
benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control of
the Supplier or any employee of the Supplier, and it is expressly understood that Supplier shall perform the services
hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton,
Texas, or his designee under this agreement.
45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and
the Supplier and their respective successors and assigns, provided however, that no right or interest in the Contract
shall be assigned and no obligation shall be delegated by the Supplier without the prior written consent of the City.
Any attempted assignment or delegation by the Supplier shall be void unless made in conformity with this
paragraph.
RFP # 5196 Page 12 of 18
The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the
intention of the parties that there are no third party beneficiaries to the Contract.
46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a
waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in
writing signed by the aggrieved party. No waiver by either the Supplier or the City of any one or more events of
default by the other party sha11 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 ar future default or defaults, whether of
a similar or different character.
,
47. MODIFICATIONS: The Contract can be modifed or amended only by a writing signed by both parties. No
pre-printed or similar terms on any the Supplier invoice, order or other document shall have any force or effect to
change the terms, covenants, and conditions of the Contract.
48. INTERPRETATION: Tb,e Contract is intended by the parties as a imal, complete and exclusive statement of
the terms of their agreement. No course of priar dealing between the parties or course of performance or usage of the
trade shall be relevant to supplement ar explain any term used in the Contract. Although the Contract may have been
substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair
to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the
Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall
control, unless otherwise defined in the Contract.
49. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to
prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the flmning of a
statute of limitations or to seek injunctive relie£ Either party may make a written request for a meeting between
representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as
agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making
authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to
negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not
succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below.
Negotiation may be waived by a written ageement signed by both parties, in which event the parties may proceed
directly to mediation as described below.
B, If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the
parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of
the dispute. Should they choose this option; the City and the Supplier agree to act in good faith in the selection of the
mediator and to give consideration to qualified individuals nominated to act as mediatar. 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 i.nitiation
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 tl�uty (30) calendar days from
the date of the first mediation session. The City and, the Supplier will share the mediator's fees equally and the
parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to
represent them or otherwise assist them in the mediation.
50. J[T12ISDICTION AND VENiJE: The Contract is made under and shall be governed by the laws of the State of
Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm.
Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or
jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the
parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from
any competent authority as contemplated herein.
51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way
affect the validity or enforceab.ility of any other portion or provision of the Contract. Any void provision shall be
deemed severed from the Contract and the balance of the Coniract 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
RFP # 5196 Page 13 of 18
replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken
provision. T`he 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 wark 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 Coniract that impose continuing obligations on
the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall
survive the expiration or termination of the Contract.
54. NON-SUSPENSION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended
or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By
accepting a Contract with the City, the Vendar 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 OPPORTUPTITY
A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory
employment practice. No person shall, on the grounds of race, sex, age, disability, creed, color, genetic testing, or
national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from
this RFQ.
B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall
engage in any discriminatory employment practice against individuals with disabilities as defned
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 paragaph —
i. "Component" means an article, material, or supply incorporated directly into an end product.
ii. "Cost of components" means -
(1) For components purchased by the Supplier, the acquisition cost, including transportation costs to the place of
incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty
(whether or not a duty-free entry certificate is issued); or
(2) For components manufactured by the Supplier, all costs associated with the manufacture of the component,
including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but
excluding profit. Cost of components does not include any costs associated with the manufacture of the end product.
iii. "Domestic end product" means-
RFP # 5196 Page 14 of 18
(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. T`he 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 fareign articles that will be treated as domestic for this Contract;
but will consider for approval foreign articles as domesric 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 Governmentallist.
D. The Supplier shall deliver only domestic end products except to the extent that it specified delivery of foreign end
products in the provision of the Solicitation entitled "Buy American Act 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 F`EES OR TAXES: Provided the solicitation requires an awarded supplier or supplier to be licensed by
the State of Texas, any and all fees and taYes are the responsibility of the supplier.
59. PREVAILING WAGE RATES: All suppliers will be required to comply with Provision 5159a of "Vernon's
Annotated Civil Statutes" of the State of Texas with respect to the payment of prevailing wage rates and prohibiting
discrimination in the employment practices.
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60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall
comply with all State, Federal, and Local laws and requirements. The Supplier must comply with all applicable laws
at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits
bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of beneiits to public
servants. The Supplier shall give all notices and comply with all laws and regulations applicable to furnishing and
performance of the Contract.
61. FEDERAL, STATE, AND LOCAL REQiJIltEMENTS: Supplier shall demonstrate on-site compliance with
the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, deali.ng
with issuance of Form VJ-2's to common law employees. Supplier is responsible for both federal and State
unemployment insurance coverage and standard Worker's Compensation insurance coverage. Supplier sha11 ensure
compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable
to Supplier ar its employees for any Unemployment or Workers' Compensation coverage, or federal or State
withholding requirements. Supplier shall indemnify the City of Denton and shall pay all costs, penalties, or losses
resulting from Supplier's omission ar breach of this Section.
62. DRUG FREE WORKPLACE: The supplier shall comply with the applicable provisions of the Drug-Free
Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-
free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued
by the 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 incorparated by reference and the supplier
shall comply with the relevant provisions thereof, including any amendments to the fmal rule that may hereafter be
issued.
RFP # 5196 Page 15 of 18
63. SUPPLIER LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Supplier shall be liable
for all damages to government-owned, leased, or occupied property and equipment caused by the Supplier and its
employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any
performance pursuant to the Contract. T`he Supplier shall notify the City of Denton Procurement Manager in writing
of any such damage within one (1) calendar day.
64. FORCE MAJEURE: The City of Denton, any Customer, and the Supplier shall not be responsible for
performance under the Contract should it be prevented 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 Supplier will be excused from any further performance or observance of the
requirements so affected for as long as such circumstances prevail and the Supplier continues to use commercially
reasonable efforts to recommence performance or observance whenever and to whatever e�ent possible without
delay. The Supplier shall immediately notify the City of Denton Procurement Manager by telephone (to be
confulned 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: T`he 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 ar from liability that
the City of Denton may have by operation of law.
67. RECORDS RETENTION: The Supplier shall retain all financial records, supporting docutnents, statistical
records, and any other records or books relating to the performances called for in the Contract. The Supplier shall
retain all such records for a period of 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
Supplier shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State
Auditar of Texas, and any federal governmental entity that has autharity to review records due to federal funds
being spent under the Contract.
RFP # 5196 Page 16 of 18
Exhibit B
Special Terms and Conditions
The Quantihes indicated on Exhibit D are estimates based upon the best available information.
The City reserves the right to increase or decrease the quantities to meet its actual needs without
` any adjustments in the bid price': Individual purchase ord��s' 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 b� subr•�i�tted in writing to
dentonpurchasin�ncityofcienton.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 tlie
supplier's e�pense.
Authorized Distributor
The supplier sha11 be the manufacturer or authorized distributor of the proposed products. The
distributor shall be authorized to sell to the City of Denton, and malce available the
manufacturer's representative as needed by the City.
Contract Terms
The contract term will be one (1) yeax, effective from date of award or notice to proceed as
determined by the City of Denton Purchasing Department. At the City of Denton's option and
�pproval_,by the vendor, the contract may be renewed for up.to.�tu��o-addi.tional one-year periods,
Renewal Ontions
The City of Denton reserves the�right to exercise an opti�� to�.r���w t�i�. con�ra�t of the vendor
for two (2) additional one (1) year periods if agreed upon in writing by both parties. All terms
and conditions must remain the same for each optional additional renewal year.
Price Escalation and De-escalxtion
The City will implement an escalatioi�/de-escalation price adjustment quarterly. The
escalation/de-escalation will be based upon manufacturer published pricing sheets to the vendor.
The price will be increased or decreased based upon the quarterly percentage change in the
manufacturer's price list. The price adjustment will be determined quarterly from the award
date. Should the change exceed or decrease a minimum threshold value of +/-1%, then the stated
eligible bid prices shall be adjusted in accordance with the published price change. It is the
supplier or the Cities responsibility to request a price adjustment quarterly in writing. If no
request is made, then it will be assumed that the bid price will be in effect. The supnlier must
submit or make available the manufaciurers nricin� sheet used to calculate the bid
pronosal, to particinate in the escalation/de-escalation cla.us�.. �
Total Contract Amount
The contact total for services shall not exceed $57,455 per term. Pricing shall be per Exhibit D
attached.
RFP # 5196 � Page 1.7 oi,18
EXHIBIT C
CONFLIGT OF INTEREST QUESTIONNAIRE FORM CIQ
For vendor or other erson doin business with local governmental entity
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
erson who has a business relationshi as defined b Section 176.001 1 a with a local Date Received
p p � y ( - ) 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
i naccurate. )
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 government officer serves as an officer or director, or holds an ownership of 10 percent or more?
0 Yes 0 No
D. Describe each affiliation or business relationship.
4
Signature of person doing business with the governmental Date
entity
RFP # 5196 Page 18 of 18
•
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:� �� _ .. _ r � t�� _
The City of Denton
Pur�hasing Department
9�1-B Texas Street
Denton, Texas 76209
Request for Proposal
RFP 5196
Rentai of Vans for Summer Camps for Parks Department for the City of Denton
Enter rip se Holdinq5, Inc.
Enterprise Rent-A-Car
600 Corporate Park Drive
St. Louis, MO 63105
314-512-5000 main
314-512-5583 fax
Informatron contained on this page coniains maiters which are the subject of ongoing negotia(rons; are
confidential and proprretary,• and subject to strict restnctions and limifafions on use and d�sclosure.
Piease refer to Enterprise Noldings' Stafements on Cortfrdentiality and Non-Binding lVature for fuRher detarl.
Mark A. Penson
Group Rideshare Manager
214-688-8303 office
214-876-9460 cell
972-499-9163 fax
Mark.Penson @ erac.com
2 �
Table of Contents
Confidentiality and Non-Binding Nature ...................................................................................................... 4
Welcometo Enterprise ................................................................................................................................ 5
�xecutive Summary .................................................................................................................................... 6
SolicitationChecklist ................................................................................................................................... 7
Attachment C. Business Overview Questionnaire and Forms .................................................................... 8
�
AttachmentF. References ......................................................................................................................... 13
Attachment G. Conflict of Interest Questionnaire ............................................................................:......... 14
Attachment H. Disadvantaged Business Utilization .................................................................................. 15
Attachment J, Acknowledgement ................................................................................................................ 6
3 �
!n(ormation contained on this page coniains matters whrch are (he subject of ongoing negotiations; are � — • �
confideniia! and proprietary; and subject to strict restrictions and limitations on use and disclosure.
Please refer to Enterprise Holdrngs' Staiements on Confidentrality and Non-Binding Nafure %r further detail.
Confidentiality and Non-Binding Nature
Statement of. Confiden�iality .
The information contained in'this proposal and.in subsequent communications relating to this proposal,
whether or not expressly marked as confidential, are and shall be deemed confidential by both Enterprise
Holdings and the recipient of such proposal. The contents shall only be disclosed where required by
applicable law and only the extent required by the applicable law or any applicable open records law (for
government proposals) and only after prior written notice to Enterprise Holdings. Disclosure and misuse
of such information would result in immediate and irreparable harm to Enterprise Holdings and would
provide Enterprise Holdings with a competitive disadvantage in its marketplace should its confid�ntial
business, operational and finan�ial information be released.
Notwithstanding any separate agreement to the contrary, the recipient shall protect and keep the
provisions of this proposal and any subsequent communications confidential and will not disclose such
provisions, except to its employees or agents who require the information for the purpose expressly
authorized by Enterprise Holdings and for no other purpose whatsoever. Such individuals shall be bound
� by the same confidentiality requirements—to the same extent and on the same basis—as these
obligations are imposed upon and assumed by the recipient.
Except as set forth above, no part of this document may be reproduced or retained, in whole or in part, or
made available to any third party, without the express prior written permission of Enterprise Holding's,
which may be withheld in its sole discretion. All rights in such content and communications are hereby
reserved by Enterprise Holdings.
Statement of Non-Binding Nature
This document and subsequent communications are proposals and considered non-binding by Enterprise
Holdings and the recipient until a final agreement may be reached. The terms of any final agreement
between Enterprise Holdings and recipient will be subject to further negotiations between the parties and
not completed until incorporated into a written agreement executed by both parties. Any verbal or written
undertaking prior to a final executed agreement will have no legal effect and any reliance upon the same
is disclaimed by recipient.
4 �
� lnformation contained on this page coniab�s matfers which are the subject of ongorng negotiations; are
confidential and proprietary.: and subject to strict restrictions and limrtations on use and disclosure.
Please refer to Enterprise Noldings' Statements on Confidentiality and Non-8rnding Nafure for further detail.
�.
Welcome to Enterprise
� On behalf of Enterprise Rent-A-Car, we are delighted to provide The City of Denton with this informational
document that outlines key programs and services that differentiate our company in the car rental
industry. These features include FBO and General Aviation services, Mon"th-Or-More program for long-
� term rentals, Mileage Reimbursement Alternatives, and our signature We'll Pick You Up collection and
delivery service. More information about these services can be supplied upon request.
We recognize and support your key objectives to supply high quality, cost effective car rental while
� ensuring peace of mind for your travelers. As a team we are excited by the opportunity of providing car
rental services to The City of Denton. We are confident in our ability to deliver an industry-leading car
rental program. �
�{ Please feel free to contact Group Rideshare Manager Mark Penson at any point with questions,
enhancements, or proposed program changes during this process. Thank you again for the opportunity to
F present this rental car solution powered by Enterprise Rent-A-Car.
[�
5 �
lnformalion contained on thrs page contairrs matters whrch are the subject of ongoing negotiations; are � _ � �
confidential and proprietary; and subject to strict restricfrons and lrmitations on use and disclosure.
Please refer to Enterpnse Holdings' Statements on Confidentiality and Non-Brndrng Nafure for further detail.
�
Executive Summa
� Enterprise Rent-A-Car i� an internationally recognized brand
owned and operated by Enterprise Holdings, Inc. As North �� � � �
America's largest and most comprehensive car rental
� company, Enterprise Holdings brands, through our regional
subsidiaries, operates a fleet of more than 1 million vehicles and a network of more than 9,300 car rental
locations in neighborhoods and at airports worJdwide. We also lead the industry with more than a third of
all airport business in the United States and Canada. In addition, Enterprise Holdings is part of a global
� strategic alliance with Europcar, creating the world's largest car rental network.
With more vehicles and locations than all of our major competitors corribined, Enterprise Holdings' brands
are uniquely positioned to serve all of your business' car rental needs both at the airport and locally.
Named to BusinessWeek's annual list of "Customer Service Champs" for the last for years, Enterprise
Rent-A-Car is known for low rates, neighborhood convenience, and outstanding service. Founded in
1957, Enterprise has more than 6,800 neighborhood and airport locations in the United States, Canada,
the U.K., Ireland, and Germany. There are more than 5,800 Enterprise offices located within 15 miles of
90 percent of the U.S. population, and local customers are picked up at no extra cost.
At Enterprise Holdings, we are committed to managing our business sustainably and for the long term=
continuously working to balance the interests of our customers, our employees, and the parts of the world
we touch with our business. Our environmental initiatives include improving the environmental profile of
our vehicle fleet by embracing new, clean fuel and engine technologies; enabling customers to offset the
carbon emissions associated with a vehicle rental, with an equal match of their contributions; a pledge to
plant 50 million trees over the next 50 years; operating an. unparalleled fleet of fuel-efficient vehicles
including thousands of hybrids; as well as a commitment to alternative fuels research.
Ranked No. 15 on the Forbes America's Largest Private Companies list, Enterprise Holdings is
unparalleled in size, strength, and stability—the only investment-grade company in the car rental
industry. For more than 50 years, our owners, the Taylor family, have put more than 80 percent of the
company's cumulative earnings right back into building our operations, serving our customers, and
creating opportunities for our people. This conservative and disciplined long-term approach to managing
our business has earned us by far the stron�jest balance sheet in our industry. Our stable financial
footing is a distinct competitive advantage.
Enterprise Rent-A-Car combines the expertise and industry-leading value to provide your travelers the
most comprehensive option in the marketplace. We believe our brands are the most valuable things we
own, and we strive to ensure each transaction is completed, each contract is fulfilled, and each question
is answered correctly, efficiently, and courteously. We believe great things happen when we listen to each
other and to our customers, and we are committed to providing a wide array of options to more City of
Denton travelers in 2013 and beyond.
�
Information contained on ihis page contains matters whrch are the subject of ongoing negotialions; are
confidentral and proprietary; and subjecf to strrct restrictrons and limifations on use and disclosure.
Please refer to Enterprise Holdings' Statements on Confidentiality and Non-8inding Nature for further detarl.
�
�
�
�
�
�
Checklist for RFP # 5196
Title: Rental of Vans for Summer Camps for Parks Department
Opening Date: 3/21/2013 at 2:00 PM
Contractor Name and Address: EAN Holdings, LLC
8200 John Carpenter Freeway
Dallas, TX 75247
Contact:
�
TX Taxpayer VIN#:
Phone:
Fax:
Email:
Mark Penson
26-4086616
214-688-8303
972-499-9163
Mark.Penson @ erac.com
Solicitation Checklist
1. Submit one (1) original and two (2) WRITTEN copies of submittal (REQUIRED)
� a. Submit Written Proposal by courier, hand delivery, ar mail
b. Exhibit 1-Excel Pricing Sheet, Review, complete, and return
2. Email Exhibit 1 in Excel format to ebids@cityofdenton.com
� 3. Submittal Content (Meet Section III)
� Review all requirements
�, � Ensure your firm meets all stated minimum requirements
' � Documentation included supporting the evaluation criteria.
� � Company Information
� Relevant Experience and Qualifications
g Methodology (Service Contracts Only)
� Quality Assurance / Quality Control
I' �� Litigation History Statement
� Addendum(s) Reviewed and return
r� Attachment A, Review
� Attachment B, Not Applicable
� Attachment C, Review, complete, and return
� � Attachment D, Not Applicable
� Attachment E, Not Applicable
� � Attachment F, Review, complete, and return
� Attachment G, Review, complete, and return
� Attachment H, Review, complete, and return
� � Attachment I, Review
_ � Attachment J, Review, complete, and return
1�
e Informafion contained on this page conTains matfers which are �he subject of ongoing negotiations; are �� � � �
� confidentia! and proprieiary; and su6ject to strict restrictions and limitations on use and disclosure.
� Please refer to Enterprise Noldings' Statements on Contidenfialiry and Non-8rndrng Nature for further detail.
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
✓
7 �
�
Attachment C. Business Overview Questionnaire and Forms
� 1. Contractor Name � ,
EAN Holdings, LLC DBA Enterprise Rent-A-Car �
� 2. Address (Principal Place of Business):
� 8200 John Carpenter Freeway
Dallas, TX 75247
` 3. Does your comp�ny have an established physical presence in the State of Texas, or the Ci#y '
� of Denton?
Yes. Enterprise Rent-A-Car operates in the State of Texas and the City of Denton.
� 4. Tax Payer ID#:
EAN Holdings, LLC.: 26-4086616
� 5. Email Address of Primary contact: '
� Mark.Penson @ erac.com
� 6. Website Address:
enterprise.com
� enterpriseholdings.com
drivingfutures.com
7. Telephone:
C
Office: 214-688-8303
Mobile: 214-876-9460
�:
8. Fax:
�, 972-499-9163
9. Other Locations:
I; Group Rideshare Manager Mark Penson operates out of the Dallas office:
8200 John W. Carpenter Freeway
Dallas, TX 75247
Enterprise Rent-A-Car operates more than 5,800 locations across the United States and more than
I 6,800 worldwide. With 13 locations in the Denton area, we are conveniently located in the same
communities in which City of Denton travelers live and work.
10. Organization Class:
IThe classification of our firm's ownership is privately-held corporation.
11. Date Established:
I
Enterprise Rent-A-Car has been in the car rental industry since 1957.
I
8 �
� lnformation contained on thrs page coniains matters which are the subject of ongorng negotiations; are � � � �
confidential and propnetary: and su6ject to sirrct restrictions and limitations on use and disclosure.
Pfease re(er fo Enterprise Holdrngs' Statements on Confidenfialiry and Non-Einding /Vature for further detail.
12. Former Business Name:
Prior to the 2007 acquisition of National Car Rental and Alamo Rent A Car, our company was known
simply as Enterprise Rent-A-Car. Upon the merger, our operating company took the name Enterprise
Holdings, Inc. While the name of our operating company changed to- reflect our ever-broadening
business segments, we are governed by the same the same principles, values, and commitment with
which that o�+r company was founded in 1957.
13. Date of Dissolution:
N/A
�4. Subsidiary of:
EAN Holdings, LLC, DBA Enterprise Rent-A-Car, is a wholly owned subsidiary of Enterprise Holdings,
I nc.
15. Historically Underutilized Business: Yes or No
No.
16. Principals and Of�cers:
Please detail responsibilities with the name of each principal or officer.
At our helm, Enterprise Holdings has a great team of leaders, from Chairman/CEO and Founding-
Family Member Andy Taylor to our business unit vice presidents, many of whom have worked their
way up from the front lines of our operations. We continue to grow strong leaders every day and
believe that this business strength is critical to our continued success.
� Andrew C. Taylor, Chairman and Chief Executive Officer
� Donald Ross, Vice Chairman
� Pamela Nicholson, President and Chief Operating Officer
� Jo Ann Taylor Kindle, President of Enterprise Holdings Foundation
� Greg Stubblefield, Executive Vice President and Chief Strategy Officer
� William W. Snyder, Executive Vice President and Chief Financial Officer
� Matthew G. Darrah, Executive Vice President, North American Operations
� Lee Kaplan, Senior Vice President and Chief Administrative Officer
� Craig Kennedy, Senior Vice President and Chief Information Officer
=� Edward Adams, Senior Vice President of Wuman Resources
� Steve Bloom, Senior Vice President of Enterprise Fleet Management and Car Sales
� Rose Langhorst, Senior Vice President and Treasurer
� Patrick T. Farrell, Chief Marketing and Communications Officer
9 �
(nformation contarned on ti�is page contains matters which are the subjecl of ongoing negotialions; are � � � �
confidentral and propnetary,• and subject to strict restricfrons and limitations on use and disclosure.
Please refer to Enterprise Holdings"Staiements on Confidentialiry and Non-8inding Nature for further detail.
17. Key �ersonnel and Responsibilities:
Please detail responsibilities with the name of each key personnel. �
Mark Penson is our group Rideshare Manager. Mark is responsible for the oversight of fleet
management, general questions, and customer relations.
Anna Scheidt is our Business Sales Executive for the Denton Area. Anna is responsible for
supporting Mark with general questions, customer relations and will be the main point of contact for
the Parks and Recreations day-to-day questions.
Jon Flansburg is the Area R,ental Manager of the Denton Area. Jon responsibilities include van
delivery, routine maintenance, van replacements (as needed), marketing, and billing for The City of
Denton.
Rusty Mclntosh is the Branch Rental Manager of the Denton Area. Rusty will assist Jon in the day to
day oversight of deliveries, routine maintenance, replacements, marketing, and billing for The City of
Denton.
18. Number of Personnel by Discipline:
Approximately 440 of our employees live and work in Denton County.
Globally, Enterprise employs more than 75,000 associates worldwide. In addition to full- and part-time
associates, we employ a substantial number of temporary and seasonal workers. National and
Enterprise also employs outside services, principally for the transportation of fleet between locations.
Division
Administration
Airport Ops/Admin
Business Management
� Contact Center
Daily Rental Ops/Admin
Fleet Management
Human Resources
Information Technology
� Loss Control
� Operations/Facilities
Referral Admin/Ops
Remarketing Administration
Rideshare
� Service
� Truck Rental
Vehicle Acquisition/Repair
Total
Information contained on this page contair�s matters whrch are the subject of ongoing negofrations; are
confrdentra! and proprielary: and subject fo sirict restricfions and lrmrfations on use and disclosure.
Please refer to Enterprise Ffoldings"Statements on Confidentrality and Non-Binding Nature for fuRher detail.
No. of Employees
4,473
17,193
2,491
1, 823
33,185
1,072
7b0
1,409
1,168
373
1,725
2,471
49
768
2,024
4, 473
75,446
10 �
�
19. Services Provided by Contractor:
a. Please provide a detailed listing of all services that your company provides.
Although National and Enterprise began as rental car brands, over the years our company has
created additional services to meet our customers' growing needs. The business segments within
Enterprise Holdings are:
� Car Rental—including car sharing and vanpool
� Fleet Management
� Car Sales
� Remarketing
� Commercial Trucks
Our adaptability and our insistence on putting customers' needs first, the foundation of our
customer service philosophy, have enabled us to lead the industry.
b. Please detail your prior experience working on similar projects with Texas governmental
entities.
Enterprise Rent-A-Car has provided similar services to:
�
�
�
City of Dallas
City of Arlington
City of Ft. Worth
� Dallas County
e Tarrant County
c. Please detail your similar services pro�ided over the past two (2) years.
For the past six years, we have provided the City of Dallas Parks and Recreation Department
with vans for its summer programs.
For the last three years, we have provided Collin County with vehicles for their special operations
unit. Vehicles have ranged from compact cars to 15-passenger vans.
For the last five years, we have provided vehicles to Tarrant County for all of its ground
transportation needs. These vehicles are used as primary transportation for many employees and
have been on rent for five consecutive years.
d. Detail documented proof of at least three (3) projects in the past two (2) years.
Dallas County
Gloria McCulloch
Dallas County Purchasing Dept.
214-653-7433
Gloria.mcculloch �? dal lascounty. org
City of Dallas
Steven Baker
City of Dallas, Parks
Recreation Department
214-670-8889
Steven.baker @ dallasciryhall.com
Collin County
Jennifer Turner
and Collin County Purchasing Agent
972-548-4124
Jturner (� co.collin.tx.us
e. Please detail these services, including, the nature of the services provided, the scope of
the activities, the organizations for which the services were provided, the dates of the
projects, and the documented benefit to the governmental entity.
Enterprise Holdings owns and operates several car rental, car-sharing, and vanpool brands
domestically and abroad. Our rental brands cater to corporate accounts and individuals interested
in renting vehicles. Our rental brands are available in airport and home-city markets. Specific
examples of our current car rental relationships may include City of Dallas Parks and Recreation
Department, Collin County, and Tarrant County, which are detailed in response to No. 79c.
�
Information contained on this page contains matters which are !he subjecf of ongoing negotiations; are
confidentral and proprietary; and subject to strict �estrictions and limrtations on use and drsclosure.
Pfease refer to Enterprise Holdings' Sfatemenis on Confidenfialify and Non-Binding lVature for further detail.
�
20. Has your company filed or been named in any litigation involving your company and the
Owner on a contract within the last five years under your ctarreni company name or any other
company name? If �o provide details of the issues and resolution if available. Include lawsuits
where Owner was involved.
With a combined fleet of more than 1 million rental cars and a combined employee base of more than
65,000 in North America, at any given time the company is named in hundreds of lawsuits and
occasional government investigations. The vast majority of these lawsuits pertain to auto liability
claims, some of which may involve auto defects. Other representative litigation includes employment
matters, antitrust, etc. None of the pending litigations and investigations are believed to be material,
nor would they affect our ability to perform the obligations under this RFP. Additional information can
be furnished upon request. ,
21. Please provide at least (3) three references (preferably municipalities) and contract amounts.
Include project description, contact names, position, and organization name and telephone
number for each reference listed. See attachment F.
References may be found in Attachment F.
22. Have you ever defaulted on or failed to complete a contract under your current company name
or any other company name? If so, where and why? Give name and telephone number af
Owner.
EAN Services, LLC and our subsidiaries are parties to thousands of agreements and do not
track agreements in a way that would permit a comprehensive answer to this question. However, we
are not aware of any agreement that has been prematurely terminated within the last three years as a
result of any claim that EAN Services, LLC or one of our subsidiaries failed to or was unable to
perform obligations under the agreement.
23. Have you ever had a contract terminated by the Owner? If so, where and why? Give name and
telephone number (s) of Owner (s).
EAN Services, LLC and our subsidiaries are parties to thousands of agreements and do not
track agreements in a way that would permit a comprehensive answer to this question. However, we
are not aware of any agreement that has been prematurely terminated within the last three years as a
result of any claim that EAN Services, LLC or one of our subsidiaries failed to or was unable to
perform obligations under the agreement.
24. Has your company implemented an Employee Health and Safety Program compliant with 29
CFR 1910 "General Industry Standards" and/or 29 CFR 1926 "General Construction
Standards" as they apply to your Company's customary activities?
http:/lwww.osha.qov/pls/oshaweb/owasrch.search form?p doc type=STANDARDS&p toc le
vel=1 &p kevvalue=1926
It is the policy of Enterprise Rent-A-Car to comply with all applicable laws and regulations.
25. Professional Liability Coverage, Error & Omissions, etc.
Enterprise Holdings is covered for general liability coverage, errors and omissions, etc.
26. Work Type—Distribution by Proportion of Annual Average
N/A
27. Please indicate the total number of projects your Firm has undertaken wi#hin the last five
years?
Enterprise Rent-A-Car currently serves approximately 400,000 corporate accounts.
12 �
Information contained on this page contains matters whrch a�e the subject of ongoing negotiations; are
confideniial and proprietary; and subject to sirict restrictions and limitations on use and disclosure.
Please refer to Enterprise Holdings' Sfatemenis on Confidentrality arrd Non-Binding Nature for further detail.
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Attachment F. References
I�lease list three (3) Government references, other than the City of Denion, who can verify the
quality of service your company provides. The City prefers customers of similar size and scope of
work to this proposal.
� Reference One � '
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Government/Company Name � Dallas Area Rapid Transit (DART)
Location � Dallas, Texas _
Contact Person and Title
Telephone Number
Scope of Work
Contract Period
Reference Two
Dan Dickerson, Manager Innovative Services
214-7�9-2861 — — --
Vanpool services ___
2006 to present
Government/Company Name City of Dallas _ _
Location Dallas, Texas
Contact Person and Title i Steven Baker, Parks and Recreation Director
Telephone Number
Scope of Work
Contract Period
214-670-8889
Summer van rentals for the Parks and Recreation locatior
2007 to
� Reference Three
Government/Company Name Dallas County �_ _ _ __ _ _ __
I Location Dallas, Texas __ __ __ ___ __
Contact Person and Title Gloria McCulloch, Dallas County Purchasing Manager
Telephone Number 214-653-7433 _ _ _
IScope of Work Van rentals for all departments of Dallas County _ _
Contract Period 2008 to present _ _ _
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13 �
� fnlormation contained on this page contains mafters which are the subject of ongoing negotialions; are �� — � —
confidential and proprietary; and subjecf fo strict restrictions and lrmitafions on use and drsclosure.
Please refer to Enterprise Noldrngs' Statemenis on Confidentiality and Non-Binding Nature for fuRher detail.
Attachment G. Conflict of Interest Questionnaire
CONFLICT OF INTEREST QUESTIONNAIRE FROM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 1491, 80tia Leg., Regular Session. OFFICE USE ONLY
This questionnaire is being filed in accordance with chapter 176 of the Local Date Received
Government Code by a 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.
1 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 7th business day after the date the originally filed questionnaire
becomes incomplete or inaccurate.)
3 Name of local government officer with whom filer has an employment or business relationship.
Name of Officer
This section, (item 3 including subparts A, B, C& D), must be completed for each officer with whom the
filer has an employment or other business relationship as defined by Section 176.001(1-a), Local
Government Code. Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income,
other than investment income, from the filer of the questionnaire?
❑Yes ❑No
B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment
income, from or at the direction of the local government officer named in this section AND the taxable
income is not received from the local governmental entity?
❑Yes ❑No
C. Is the filer of this questionnaire employed by a corporation or other business entity wiih respect to
which the local government officer serves as an officer or director, or holds an ownership of 10
percent or more?
❑Yes ❑No
D. Describe each affiliation or business relationship. •
4 N/A N/A
Signature of person doing business with the governmental entity Date
.
14 �
Information contarned on ihis page coniains matters which are lhe subject of ongorng negofiations; are
confidential and proprietary; and subject to strict restnctions and Ilmitaiions on use and drsclosure.
Please refer to Enterprise Holdings' StaYemenis on Confidentrality and Non-8rnding lVature for fuRher detail.
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Attachment H. Disadvantaged Business Utilization
�'he City of Denton will erlsure that purchases of equipment, materials, supplies, a�d /or services comply
with Texas Local Government Code 252.0215, in regards to competitive requirements in relation to
Disadvantaged Business Enterprises (DBE). The City will ensure that all procurement opportunities are
cost effective, and contributable to the competitiveness of the City, and its customers. All Procurement
activities will be conducted in an open and fair manner with equal opportunity provided for all qualified
parties. The City of Denton will provide equal contracting opportunities as provided by State and Federal
law to small business enterprises, Historically Underutilized Businesses, and Disadvantaged Business
Enterprises. Th� .!City of Denton encourages all awarded Contractors to seek qualification as a DBE
and/or utilize DBE's as sub-contractors, where feasible, to meet the overall intent of the legislation.
«
Disadvantaged Business Enterprises (DBE): are encouraged to participate in the City of Denton's
procurement process. The Purchasing Department will provide additional clarification of specifications,
assistance with Proposal Forms, and further explanation of procurement procedures to those DBEs who
request it. Representatives from DBE companies should identify themselves as such and submit a copy
of the Certification. The City recognizes the certifications of the State of Texas Building and Procurement
Commission HUB Program. All companies seeking information concerning DBE certification are urged to
contact
State of Texas HUB Program —TPASS Division
PO Box 13047, Austin, TX 78711-3047
(512) 463-5872 or (888) 863-5881 or http://www.window.state.tx.us/procurement/prog/hub/
Instructions: If your company is already certified, attach a copy of your certification to this form and
return with the submission. If your company is not already certified, and could be considered as meeting
certification requirements, please use the web link to obtain such. If you are submitting a response and
plan to utilize DBE's, then use the form below to identify the business and include the business HUB
certification.
COMPANY NAME
REPRESENTATIVE
ADDRESS
CITY, STATE, ZIP
TELEPHONE NO.
FAX NO.
Indicate all that apply:
N/A Minority-Owned Business Enterprise
N/A Women-Owned Business Enterprise
N/A Disadvantaged Business Enterprise
15 �
lnformalion contained on thrs page contains matters whrch are lhe subject of ongoing negotia�ions; are
confrdential and proprietary; and subject to strrct restrictions and limrtations on use and disclosure.
Please reter to Ente�prisa Holdings" Statements on Confidentialrty and Non-6inding Nature for further defail.
Attachment J. Acknowiedqement
THE STATE OF TEXAS
COUNTY OF DENTON
The �ndersigned agrees this RFP becomes the property of the City of Denton after the official opening.
The undersigned affirms he has familiarized himself with the local conditions under which the work is to
be performed; satisfied himself of the conditions of delivery, handling and storage of equipment and all
other matters that may be incidental to the work, before submitting a proposal.
The undersigned agrees, if this proposal is accepted, to furnish any and all items/services upon uvhich
prices are offered, at the price(s) and upon the terms and conditions contained in the Specifications. The
period for acceptance of this Proposal will be ninety (90) calendar days unless a different period is noted.
The undersigned affirms that they are duly authorized to execute this contract, that this RFP has not been
prepared in collusion with any other Bidder, nor any employee of the City of Denton, and that the contents
of this RFP have not been communicated to any other proposer or to any employee of the City of Denton
prior to the official opening of this bid. '
Respondent hereby assigns to the City any and all claims for overcharges associated with this contract
which arise under the antitrust laws of the United States, 15 USCA Section 1 et seq., and which arise
under the antitrust laws of the State of Texas, Tex. Bus. & Com. Code, Section 15.01, et seq.
The undersigned affirms that they have read and do understand the specifications and any attachments
contained in this RFP package.
The undersigned agrees that the RFP posted on the website are the official specifications and shall not
alter the electronic copy of the specifications and/or pricing sheet (Exhibit 1), without clearly identifying
changes.
The undersigned understands they will be responsible for monitoring the City of Denton Purchasing
Website at: http://www.cityofdenton.com/index.aspx?page=397 to ensure they have downloaded and
signed all addendum(s) required for submission with their proposal.
Should a conflict arise between the PO, supplier terms, or contract; the terms and conditions set forth in
this RFP shall prevail.
I certify that I have made no willful misrepresentations in this Proposal Submission, nor have I withheld
information in my statements and answers to questions. I am aware that the information given by me in
this proposal will be investigated, with my full permission, and that any misrepresentations or omissions
may cause my proposal to be rejected. .
NAME AND ADDRESS OF COMPANY
EAN Holdings, LLC
8200 John Carpenter Freeway
Dallas, TX 75247
Tel. No. 214-688-8303
Email Mark.PensonQerac.com
AUTHORIZED REPRE NT
Signature
Date Mar 21, 2013
Name J n Hebner
Title Regional Vice President
Fax Na 972-499-9163
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16 �
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lnformation coniained on Ihis page contains ntatlers wlticlt are trie subject oI ongoir�g negoliafions; are
cor7tidential and proprietaty: and subfect to sirrct restriciions and limitations on use and disdosure.
Please refer to En�erpnse Holdiilgs' Sialen�enfs on Confideniialrty and Non-Binding Nah.rre for further detail.
_ , , , .., u.u. r. ,_, . . �,,. ����9��'� � °9�"— ' � y`_ � � � .1'�i� � � �
,�a����u �ul , sif; �` � � � —
Exhibit 1
RFP 5196 Pricing Sheet for Rental of Vans for Summer Camp - Parks Department �
The respondent shall complete the following section, which directly corresponds to Exhibit 2- Technical Specifications, and Section V,
Payment and Performance Requiremenfs. The contractor shall nof make changes to this format.
Service Proposal Pricina:
Estimated Per Unit Price
ITEM UOM Type of Product/Ser�ice Prequested qty per Week Total Amount
1 EA Cargo Vans - Daily Rental Rate - SUMMER CAMPS 3 to 4 $220.00 based on # of �
vans
2 EA 15 Passenger Van - Daily Rental - SUMMER CAMPS 8 to 12 $325.00 based on # of
vans
3 EA 15 Passenger Van - Daily Rental - SPRING BREAK 2 to 3 $325.00 based on # of �
vans
Total Cost based on # of
vans
Cost of Additional Services:
ITEM DESCRIPTION Per Unit Price Per Day Total Amount
4 based on # of
` Cargo Vans - Daily Rental Rate $32.00 vans
5 15 Passen er Van - Dail Rental Rate based on # of
$55.00 vans
TOTAL
"The City of Denton is self-insured for our auto liability and auto physical damage exposure. A self-insurance letter can be
provided upon request."
Payment Term Discounts
Payment term 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.