2013-136ORDINANCE NO. 2013-136
AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROVIDING FOR,
AUTHORIZING, AND APPROVING THE EXPENDITURE OF FUNDS FOR THE
PURCHASE OF TRAFFIC SIGNAL HARDWARE 1NCLUDING TRAFFIC SIGNAL
CONTROLLERS, VIDEO DETECTION SYSTEMS, BATTERY BACKUP SYSTEMS, AND
NETWORK SWITCHES, FOR THE CITY OF DENTON TRAFFIC DEPARTMENT, WHICH
IS AVAILABLE FROM ONLY ONE SOURCE AND IN ACCORDANCE WITH CHAPTER
252.022 OF THE TEXAS LOCAL GOVERNMENT CODE SUCH PURCHASES ARE
EXEMPT FROM THE REQUIREMENTS OF COMPETITIVE BIDDING; AND PROVIDING
AN EFFECTIVE DATE (FILE 5264 AWARDED TO PARADIGM TRAFFIC SYSTEMS IN
THE ANNUAL ESTIMATED AMOUNT OF $260,000 FOR A THREE (3) YEAR NOT TO
EXCEED AMOUNT OF $780,000).
WHEREAS, Section 252.022 of the Local Government Code provides that procurement
of items that are only available from one source, including; items that are only available from
one source because of patents, copyrights, secret processes or natural monopolies; films,
manuscripts or books; electricity, gas, water and other utility purchases; captive replacement
parts or components for equipment; and library materials for a public library that are available
only from the persons holding exclusive distribution rights to the materials; and need not be
submitted to competitive bids; and
WHEREAS, the City Council wishes to procure one or more of the items mentioned in
the above paragraph; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION l. The following purchase of materials, equipment or supplies, as described
in the "File" listed hereon, and on file in the office �f the Purchasing Agent, and the license
terms attached are hereby approved:
FILE
NUMBER VENDOR AMOUNT
5264 Paradigm Traffic Systems $780,000
SECTION 2. The City Council hereby finds that this bid, and the award thereof,
constitutes a procurement of items that are available from only one source, including, items that
are only available from one source because of patents, copyrights, secret processes or natural
monopolies; films, manuscripts or boolcs; electricity, gas, water and other utility purchases;
captive replacement parts or components for equipment; and library materials for a public library
that are available only from the persons holding exclusive distribution rights to the materials; and
need not be submitted to competitive bids.
SECTION 3. The acceptance and approval of the above items shall not constitute a
contract between the City and the person submitting the quotation for such items until such
person shall comply with all requirements specified by the Purchasing Department.
SECTION 4. The City Manager is hereby authorized to execute any contracts relating to
the items specified in Section 1 and the expenditure of funds pursuant to said contracts is hereby
authorized,
SECTION 5. The City Council of the City of Denton, Texas hereby expressly delegates
the authority to take any actions that may be required or permitted to be performed by the City of
Denton under the File 5264 to the City Manager of the City of Denton, Texas, or his designee.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the �tL�fl day of , 2013.
MARK , . B OUG , , MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
F —
BY: �
5-ORD- 5264
FILE 5264
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND
PARADIGM TRAFFIC SYSTEMS, INC. (FILE 5264)
THIS CONTRACT is made and entered into this. ,�� day of.`�ru��-A.�., 2013,
by and between Paradigm Traffic Systems, Inc. a corporation, whose address is P.O. Box 550$,
Arlington, TX 76005, hereinafter referred to as "Supplier," and the CITY OF DENTON,
TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective
upon approval of the Denton City Council and subsequent execution of this Contract by the
Denton City Manager or his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Supplier shall provide products in accordance with the City's FILE # 5264, a copy of
which is on file at the o�ce 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 incozporated herein by reference:
(a) City of Denton's FILE 5264 (on file at the office of the Purchasing Agent)
(b) Standard Terms and Conditions (Ezhibit "A")
(c) Special Terms and Conditions (Eghibit "B")
(d) Form CIQ — Conflict of Interest Questionnaire (Eghibit "C").
(e) Supplier's Proposal. (Exhibit "D");
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the
provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving
precedence first to the written agreement then to the contract documents in the order in which
they are listed above. These documents shall be referred to collectively as "Contract
Documents."
FILE 5264
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
S PL - •
Y:
AU RIZE IGNATURE
Date: 6/4/13
Name: Jerry Priester
Title: President
817-831-9406
PHONE NUMBER
817-831-9407
FAX NUMBER
CITY OF DENTON, TEXAS
BY:
GEORGE C. C BELL, CITY ANAGER
BY: L ,3 � � , Date; /p�3
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
1
� �
BY:
FILE 5264
Eghibit A
- Citv of Denton
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other
requirements included in the City of Denton's solicitation are applicable to Contracts/Purchase Orders
issuad 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 Tertns and Conditions contained in the Supplier's Proposal
response, Invoice or Statement shall serve to modify the terms set forth herein. If there is a conflict
between the provisions on the face of the Contract/Purchase Order these 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 local laws, rules, and regulations.
2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of
the date the contract is signed by the City, and shall continue in effect until all obligations are performed in
accordance with the Coniract.
3. SUPPLI�R TO PACKAGE DELIVERABLES: The Supplier will package deliverables in accordance with
good commercial practice and shall include a packing list showing the description of each item, the quantity and unit
price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping
container shall be clearly and permanently marked as follows: (a) The Supplier's name and address, (b) the City's
name, address and purchase order or purchase release number and the price agreement number if applicable, (c)
Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing �-
the packing list. The Supplier shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest
transportation costs and to conform to all the requirements of common carriers and any applicable specification. The
City's count or weight shall be final and conclusive on shipments not accompanied by packing lists.
4. SI�IPMENT ITNDER RESERVATION PROFIIBITED: The Supplier is not authorized to ship the
deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables.
5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City
actually receives and accepts the deliverables.
6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of
delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer,
the Supplier's price shall be deemed to include all delivery and iransportation 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 pur.chase 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 mspect the deliverables at delivery before accepting them, and to
reject defective or non-conforming deliverables. If the City has the right to inspect the Supplier's, or the Supplier's
Subcontractor's, facilities, or the deliverables at the Supplier's, or the Supplier's Subcontractor's, premises, the
Supplier shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to
the City to facilitate such inspection.
�
FILE 5264
8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply
with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall
constitute a breach and the Supplier shall not have the right to substitute a confornung tender; provided, where the
time for performance has not yet expired, the Supplier may notify the City of the intention to cure and may then
make a conforming tender within the time allotted in the contract.
9. PLACE AND CONDITION OF WORK: The City shall provide the Supplier access to the sites where the
Supplier is to perform the services as required in order for the Supplier to perform the services in a timely and
efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Supplier
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 differ from expected conditions.
10. WORKFORGE
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 coniract; or
ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may
such workers be intoxicated, or under the influence of alcohol or drugs, on the job.
C. If the City ar the City's representative notifies the Supplier that any worker is incompetent, disorderly or
disobedient, has knowingly or repeatedly violated safety regulations, has possessed any fireanns, ar has possessed or
was under the influence of alcohol or drugs on the job, the Supplier shall immediately remove such worker from
Contract services, and may not employ such worker again on Contract services without the City's prior written
consent.
Immigration: The Supplier represents and warrants that it shall comply with the requirements of the Immigration
Reform and Control Act of 1986 and 1490 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 ("IIltIltA) enacted on September 30,
1996.
11. COMPLIANCE R'ITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Supplier,
it's Subcontractors, and their respective employees, shall comply fully with al] 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 govem. 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 parab aph.
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 et seq.).
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.
4
FILE 5264
B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and
the master agreement number if applicable, the Department's Name, and the name of the point of contact for
the Department. Invoices shall be itemized and transportation
charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, sha11
be attached to the invoice. The Supplier's name, remittance address and, if applicable, the tax identification number
on the invoice must exactly match the information in the Vendor's registration with the City. Unless otherwise
instructed in writing, the City may rely on the remittance address specified on the Supplier's invoice.
C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number
clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by'
work order number. Tune billed for labor shall be limited to hours actually worked at the work site.
D. Unless otherwise expressly authorized in the Coniract, the Supplier shall pass through all Subcontract and other
authorized expenses at actual cost without markup.
E. Federal excise ta�ces, 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 para�raph A); interest shall accrue on the unpaid balance at the lesser
of the rate specified in Texas Government Code Section 2251.025 or the masimum 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
deIivery, 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 o£
i, delivery of defective or non-conforming deliverables by the Supplier;
u. third party claims, which are not covered by the insurance which the Supplier is required to provide, are
filed or reasonable evidence indicating probable filing of such claims;
iii. failure ofthe Supplier to pay Subcontractors, or for labor, materials or equipment;
iv. damage to the property of the Ciry 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 or elecironic 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.
FILE 5264
15. FINAL PAYMENT AND CLOSE-OUT:
A. If a DBEMIBE/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, or both may be withheld
if the Supplier is not in compliance with the requuements 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 obliaations under the Contract, including but not lunited to mdemnity 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 previousIy asserted in writing and not yet settled.
16. SPECIAL TOOLS & TEST.EQUIPMENT: If the price stated on the Offer includes the cost of any special
tooling or special test equipment fabricated or required by the 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, records and computations pertaining to the
Contract. The Supplier shall retain such books, records, documents and other evidence pertaining to the Contract
penod and five years thereafter, except if an audit is in progress or audit fmdings 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 similax 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 geater. If an overpayment of 1% or greater occuts, 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 thereo£ Each of the terms "books", "records",
"documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if
such drafts or electronic files are subsequently used to generate or prepare a fmal printed document.
18. SUBCONTRACTORS:
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, uniess 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 rnonthly Subconiract Awards and Expenditures
Report to the Procurement Manager, no later than the tenth calendar day of each month.
B. Work performed for the Supplier by a Subcontractor shall be pursuant to a written contract between the Supplier
and Subcontractor. The tertns of the subcontract may not conflict with the terms of the
Coniract, and sliall 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. t�he Subcontractor from further subcontracting any portion of the Confract without the priar
written consent of the City and the Supplier. The City may require, as a condition to such further subcontracting,
that the Subcontractor post a payment bond in form, substance and amount acceptable to the City;
iii. require Subcontractors to submit all invoices and applications for payments; including any claims for
additional payments, damages or otherwise, to the Supplier in sufficient time to enable the Supplier to include same
with its invoice or application for payment to the City in accordance with the terms ofthe 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 ea�tent as the Supplier is
required to indemnify the City.
FILE 5264
C. The Supplier shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the
Supplier is responsible for the Supplier's own acts and omissions. Nothing in the Contract shall create for the benefit
of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it
create any obligation on the part of the City to pay or to see to the payment of any moneys due any such
Subcontractor except as may otherwise be required by law.
D. The Supplier shall pay each Subcontractor its appropriate share of payments made to the Supplier not later than
ten (10)-calendar days after.receipt of payment from the City.
19. WARRANTY-PRICE:
A. The Supplier warrants the prices quoted in the Offer are no higher than the Supplier's current prices on orders by
others for like deliverables under similar terms of pvrchase.
B. The Supplier certifies that the prices in the Offer have been arrived at independently without consultation,
communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with
any other firm or with any competitor.
C. In addition to any other remedy available, the City may deduct from any amounts owed to the Supplier, or
otherwise recover, any amounts paid for items in excess of the Supplier's current prices on orders by others for like
deliverables under similar terms of purchase.
20. WAitItANTY — TITLE: The Supplier warrants that it has good and indefeasible title to all deliverables
furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security iriterests and
encumbrances. The Supplier shall indemnify and hold the City hannless from and against all adverse titie claims to
the deliverables.
21. R'AR1tANTY — DELIVERABLES: The Supplier warrants and represents that al] deliverables sold the City
under the Contxact shall be free from defects in design, workmanship or manufacture, and conform in all material
respects to the specifications, drawings, and descriptions in the Solicitation, to any samples fumished 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 tunely notice shall ttot 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
requued to purchase under the Contract from the Supplier, and purchase conforming deliverables from other
sources. In such event, the Supplier shall pay to the City upon demand the increased cost, if any, incuned by the
City to procure such deliverables from another source.
E. If the 5upplier 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 far tfie benefit of the City.
22. WARRANTY — SERVICES: The Supplier warrants and represents that all services to be provided the City
under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with
generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all
applicable Federal, State and local laws, rules or regulations.
A. The Supplier may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law,
and any attempt to do so shall be without force or effect.
FILE 5264
B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance
Date. If during the warranty period, one or more of the above warranties are breached, the 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 bome by the Supplier. The City shall endeavor to
give the Supplier written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach
warranty, but failure to give timely notice shall not impair the City's rights under this section.
C. If the Supplier is unable or unwilling to perform its services in accordance with the above standard as required by
the City, then in addition to any other available remedy, the City may reduce the amount of services it may be
required to purchase under the Contract from the Supplier, and purchase confornung services from other sources. In
such event, the Supplier shall pay to the City upon demand the increased cost, if any, incurred by the City to procure
such services from another source.
23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING 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 shatl pay all claims, costs, losses and damages attributable to the City's
evaluation of and deternunation to accept such defective or non-conforming deliverables. If any such acceptance
occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the
diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such
amount will be refunded to the City by the Supplier.
24, RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other
party's intent to perfonn, demand may be made to the other patty 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 ixeat
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 properiy. 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 bankruptcy laws of the United
States or (d) makes a material misrepresentation in Supplier's Offer, or in any report or deliverable required to be
submitted by the Supplier to the City.
27. TERMINATION FOR CAUSE: In the event of a default by the Supplier, the City shall have the right to
terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after
the date of such notice, unless the Supplier, within such ten (10) day period, cures such default, or provides evidence
sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, eacist. In addition to any
other remedy available under law or in equity, the City shall be etttitled 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 attomeys' fees, court costs, and prejudgment and post judgment interest at the m�imum 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 and any Offer submitted by the Supplier may be disqualified for up to three (3) years. All rights
and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law.
28. TERMINATION WITHOUT CAUSE: The City shall have the right to temunate 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
incuned prior to the date of termination in accordance with the terms hereof.
29. FRAUD: Fraudulent statements by the Supplier on any Offer ar 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.
FILE 5264
30, DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Supplier if the City deems it is
in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the
Supplier shall negotiate an equitable adjustment for costs incurred by the Supplier in the Contract price and execute
an amendment to the Contract. The Supplier must assert its right to an adjustment within thirry (30) calendar days
from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the
Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Supplier
from delaying the delivery as notified.
B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if,
while and to the extent such default or delay is caused by acts of God, fire, nots, civil commotion, labor disruptions,
sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default
or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will
be extended; provided, however, in such an event, a conference will be held within three (3) business days to
establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform.
31. INDEM1vITY: A. Definitions:
i. "Indemnified Clauns" 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, inclnding 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 v,�ages to any person (including but not limited to the agents, officers
and employees of the City, the Supplier, the Supplier's subcontractors, and third parties), ii. "Fault" shall
include the sale of defective or non-conforming deliverables, negligence, willful misconduct or a breach of
any legally imposed strict liability standard.
B. THE SUPPLTER SHALL DEFEND (AT THE OPTION OF THE CITX�� INDEMNgi'� AND FIOLD THE CTTY, ITS
SUCCESSORS, ASSIGNS, OFFICERS, ENIPLOYEES AND ELECTED OFFICIALS HARMT.ESS FROM AND AGAINST AT•i"
INDEMNLFIED CLAIMS DIItECTLY ARISING OUT OF� IlVCIDENT TO� CONCERNING OR RESULTING FROM TFIE FAULT
oF TxE SUPPLIER, ozt'rx� SUPPLIER'S AGENTS� EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE
OF TxE SUPPLIER'S OBLIGATIONS UNDER THE CONTRACT. NOTFIING HEREIN SHAI.L BE DEEMED TO LINIIT THE
RIGHTS OF THE CTTY OR 'r� SUPPLIER (INCLUnrnG, SUT NOT LIlVIITED TO, THE RIGHT TO SEEK
CONTRIBUTION� AGAINST ANY THII2D PARTY WHO MAY BE LIABLE FOR AN INDEMNIF'IED CLAIM.
32. INSLIRANCE: The following insurance requirements are applicable, in addition to the specific insurance
requirements detailed in the solicitation document. The successful firm shall procure and maintain insurance of the
types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company
licensed to do business in the State of Texas and satisfactory to the City of Denton.
A. General Requirements,
i. The Supplier shall at a minimum carry insurance in the types and amounts indicated and agreed to, as
submitted to the City and approved by the City within the procurement process, for the duration of the
Contract, including extension options and hold over periods, and during any warranty period.
ii. The Supplier shall provide Certificates of Insiu-ance with the coverage's and endorsements required to
the City as yerification of coverage prior to contract execution and within fourteen (14) calendar days after
written request from the City. Failure to provide the required Certificate of Insurance may subj ect 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 oyer
period is exercised, as verification of continuing coverage.
iii. The Supplier shall not commence work until the required insurance is obtained and until such insurance
has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability
of the Supplier hereunder and shall not be construed to be a limitation of liability on the part of the
Supplier.
iv. The Supplier must submit certificates of insurance to the City for all subcontractors prior to the
subcontractors commencing work on the project.
v. The Supplier's and all subcontractors' insurance coverage shall be written by companies licensed to do
business in the State of Texas at the time the policies are issued and shall be written by companies with
A.M. Best ratings of A- VII or better. The City will accept workers' compensation coverage written by the
Texas Workers' Compensation Insurance Fund.
FILE 5264
vi. All endarsernents naming the City as additional insured, waivers, and notices of cancellation
endorsements as wel] as the Certificate of Insurance shall contain the solicitation number and the following
information:
City ofDenton
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 Ciiy reserves the right to review the insurance requirements set forth during the effective period of
the Coniract and to make reasonable adjustments to insurance coverage, limits, and exclusions when
deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims
history of the industry or financial condition of the insurance company as well as the Supplier.
xi. The Supplier shall not cause any insurance to be canceled nor permit any insurance to lapse during the
term of the Contract or as required in the Contract.
xii. The Supplier shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in
policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance.
�ciii. The Supplier shall endeavor to provide the City thirty (30) calendar days' written notice of erosion of
tl�e aggegate limits below occurrence limits for all applicable coverage's indicated within the Contract.
xiv. The insurance coverage's specified in within the solicitation and requirements are required minimums
and are not intended to limit the responsibility or liability of the Supplier,
B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument.
33. CLAIMS: If any 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 notification of any such claim, demand, suit, or other action;
the names and addresses of the claimant(s); the basis thereof; and the name of each person against whorn such claim
is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton
City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton,
Texas 76201.
34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to
be given under the Contract shail 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, Retum Receipt Requested. Notices delivered
by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by
first class mail, telefax, or other commercially accepted means. Notices to the Supplier shall be sent to the address
specified in the Supplier's Offer, or at such other address as a party may notify the other in writing. Notices to the
City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the
Purchasing Manager.
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the
Supplier to the City shall become property of the City upon receipt. Any portions of such material claimed by the
Supplier to be proprietary must be clearly marked as such. Determination of the public nature of the material is
subj ect to the Texas Public Information Act, Chapter 552, and Texas Government Code.
10
FILE 5264
36. NO VVARRANTY BY CITY AGAINST TNFRINGEMENTS: The Supplier represents and warrants to the
City that: (i) the Supplier shall provide the City good and indefeasible iitle to the deliverables and (ii) the
deliverables supplied by the Supplier in accordance with the specifications in the Contract will not infringe, directly
or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual 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 deIiverables and the Supplier does not know of any valid basis for any such claims. The Supplier shall, at its
sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs
(including court .costs and reasonable fees of attomeys and other professionals) arising out of or resulting from: (i)
any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if
applicable, license rights; and its use of the deliverables infringes the intellectual property rights of any third pariy;
or (ii) the Supplier's breach of any of Supplier's representations or warranties stated in this Contract. In the event of
any such claim, the City shall have the nght 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 agees that the City's specifications regarding the
deliverables shall in no way diminish Supplier's wan•anties or obligations under this paragraph and the City makes
no warranry that the production, development, or delivery of such deliverables will not impact such warranties of
Supplier.
37. CONFIDENTIALITY: In order to provide the deliverables to the City, Supplier may require access to certain
of the City's and/or its licensors' confidential information (including inventions, employee information, trade
secrets, confidential know-how, confidential business information, and other information which the City or its
licensors consider confidential) (collectively, "Confidential Information"). Supplier acknowledges and agrees that
the Confidential Information is tke 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 andlor its
licensors. The Supplier (including its employees, subcontractors, agents, or representatives) agrees that it will
maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge,
recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner
not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law
or an order of any court or other governmental authority with proper jurisdiction, provided the Supplier promptly
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 protective measures no less stringent than the Supplier uses within its
own business to protect its own most valuable information, which protective measures shall under all circumstances
be at least reasonable measures to ensure the continued confidentiality of the Co�dential 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, and interest to specific inventions under such
patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its
employees to execute, acknowledge, and deliver an assigl7lllent of letiers 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 work made-for-hire by the 5upplier for the City and the City shall
own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the
City's sole orjoint ownership of any such deliverables arising by virtue of the City's sole or joint authorship of such
deliverables. Should by operation of law, such deliverables not be considered warks made-for-hire, the Supplier
hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to
execute, acknowledge, and deliver an assignment to the City o fl all warldwide 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.
C. Additional Assignments. 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 countnes and
in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and
interest in and to the deliverables. The Supplier's obligations to execute, acknowledge, and deliver (or cause to be
executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b.,
11
FILE 5264
and c, shall continue after the temunation 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. PUSLICATIONS: All published material and written reports submitted under the Contract must be originally
developed material unless otherwise specifically provided in the Contract. When material not originally developed is
included in a report in any form, the source sha11 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 e�ctent required by law,
41. NO CONTINGENT FEES: The Supplier warrants that no person or selling agency has been employed or
retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage,
brokerage, or contingent fee; excepting bona fide employees of bona fide established commercial or selling agencies
maintained by the Supplier for the purpose of securing business. For breach or violation of this warranty, the City
shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct
from any amounts owed to the Supplier, or otherwise recover, the full amount of such commission, percentage,
brokerage or contingent fee.
42. GRATLTITIES: The City may, by written notice to the Supplier, cancel the Contract without liability if it is
determined by the City that gratuities were offered or given by the Supplier or any agent or representative of the
Supplier to any officer or employee of the City of Denton with a view toward securing the Contract or securing
favorable treatment with respect to the awazding or amending or the making of any detemunations with respect to
the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City
shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred
by the Supplier in providing such gratuities.
43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent
consultant, or elected official of the City who is involved in the development, evaluation, or decision-making
process of the performance of any solicitation shall have a fmancial interest, direct or indirect, in the Contract
resulting from that solicitation. Any willfu] violation of this section shall constitute impropriety in office, and any
officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation
of this provision, with the knowledge, expressed or implied, of the Supplier shall render the Contract voidable by the
City. The Supplier sha11 complete and submit the City's Conflict of Interest Questionnaire (Attachment B).
44. INDEPENDENT SUPPLIER: The Contract shall not be consfxued as creating an employer/employee
relationship, a parCnership, or a joint venture. The Supplier's services shall be those of an independent supplier. T'he
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 ta�c, withholding, social security taaces, vacation or sick leave
benefits, worker's compensation, or any other City employee beneftt. The City shall not l�ave supervision and conirol of
the Supplier or any employee of the Supplier, and it is expressly understood that Supplier shall perform the services
hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton,
Texas, or his designee under this agreement.
45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and
the Supplier and their respective successors and assigns, provided however, that no right or interest in the Contract
shall be assigned and no obligation shall be delegated by the Supplier without the prior written consent of the City.
Any attempted assignment or delegation by the Supplier shall be void unless made in conformity with this
paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it
being the intention of the parties that there are no third pariy beneficiaries to the Conh-act.
46. R'A1VER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a
waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in
writing signed by the aggrieved party. No waiver by either the Supplier or the City of any one or more events of
default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations
under the Contract, or an e�ress or implied acceptance of a.ny other existing or future default or defaults, whether of
a similar or different character.
if�a
FILE 5264
47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No
pre-printed or similar terms on any the Supplier invoice, order or other document shall have any force or effect to
change the terms, covenants, and conditions o£the Contract.�
48. INTERPRETATION: The Coniract is intended by the parties as a final, complete and exclusive statement of
the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the
trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been
substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair
to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the
Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC defuution shall
control, unless othervaise defined in the Contract,
49. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contracf, or the breach thereof, the parties agree to negotiate prior to
prosecuting a suit for damages. However, this section does not grohibit the filing of a lawsuit to toll the running of a
statute of limitations or to seek injunctive relief. Either pariy may make a written request for a meeting between
representatives of each pariy 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 thiriy (30) calendar days after such meeting, the parties have not
succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below.
Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed
directly to mediation as described below. -
B. If the efForts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the
parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of
the dispute. Should they choose this option; the City and the Supplier agree to act in good faith in the selection of the
mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contr�act
prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a
conti-act interpretation expert. If the parties fail to agree on a mediator within tl�irty (30) calendar days of initiation
of the mediation process, the mediator shall be selected by the Denton Couniy Altemative Dispute Resolution
Program (DCAP). The parties agree to participate in mediation in good faith for up to thu-ty (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. JIJRISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of
Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm,
Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or
jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the
parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, sha11 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.
Sl. INVALIDTTY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way
afFect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be
deemed severed from the Contract and the balance of the Contract shalI be consfrued and enforced as if the Contract
did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to
replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken
provision. The provisions of this section shall not prevent this entue Contract from being void should a provision
which is the essence of the Contract be determined to be void.
13
FILE 5264
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 faIls 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 pzn,
Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not
within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized
designee.
53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on
the parties, including but not limited to the warranty, indemnity, and confidentialiTy obligations of the parties, shall
survive the expiration or termination of the Contract.
54. NON-SUSPENSION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended
ar debarred ar 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 Govemment, 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 OPPORTUI�TITY
A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shatl engage in any discrixninatoiy
employment practice. No person shall, on the grounds of race, sex, age, disability, creed, color, generic testing, or
national origin, be refused the benefits of, or be otherwise subjected to discrimuiation under any activiries resulting from
this RFQ.
B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall
engage in any discriminatory employment practice against individuals with disabilities as defined
in the ADA.
56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements)
The following federally funded requirements are applicable, in addition to the specific federally funded
requirements.
� A. Definitions. As used in this paragraph —
i. "Component" means an article, material, or supply incorporated directly into an end product.
ii. "Cost of components" means - ,
(1) For components purchased by the Supplier, the acquisition cost; including fransportation 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 defuution, 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-
(I) An unmanufactured end product mined or produced in the United States; or
14
FILE 5264
(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 pubiic use.
v. "Foreign end product" means an end product other than a domestic end product.
vi. "United States" means the 50 States, the District of Columbia, and outlying areas.
B. The Buy American Act (41 U.S.C. l0a - lOd) provides a preference for domestic end products for supplies
acquired for use in the United States.
C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract;
but will consider for app'roval foreign articles as domestic for this product if the articles are on a list
approved by another Governmental Agency. The Offeror shall submit documentation with their Offer
demonstrating that the article is on an approved Governmental list,
D. The Supplier shall deliyer only domestic end products except to the extent that it specified delivery of foreign end
products in the provision of the Solicitation entitled "Buy American Act Certificate".
57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in
any response to this solicitation, whether amended or not, except as prohibited by law. Selection of rejection of the
submittal does not affect this right.
58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded suppIier or supplier to be licensed by
the State of Texas, any and all fees and ta�ces are the responsibiIity of the supplier.
59. PREVAII.,ING 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.
http://ww�v.access. �po.gov/davisbacon/tx.html
60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier sha11
comply with all State, Federal, and Local laws and requirements. The Supplier must comply with all applicable laws
at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits
bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public
servants. The Supplier shall give all notices and comply with all laws and regulations applicable to fiunishing and
performance of the Contract.
61. FEDERr�L, STATE, A1VD LOCAL REQLIIREMENTS: Supplier shali demonstrate on-site compliance with
the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing
with issuance of Form W-2's to common law employees. Supplier is responsible for both federal and State
unemployment insurance coverage and standard Worker's Compensation insurance coverage. Supplier shall ensure
compliance with all federal and State ta}c laws and withholding requirements. The City of Denton shall not be liable
to Supplier or 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 or breach of this Section.
62. DRUG FREE WORI�LACE: 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-
fi ee work environment; and the final ru1e, government-wide requirements for drug-free work place (grants), issued
by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to
implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the supplier
shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be
issued.
63. SiTPPLIER LIABILITY FOR DAMAGE TO G�VERNMENT 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. The Supplier shall notify the City of Denton Procurement Manager in writing
of any sach damage within one (1) calendar day.
15
FILE 5264
64. FORCE MAJEURE: The City of Denton, any Customer, and the 5upplier shall not be responsible for
performance under the Contract should it be prevented from performanca 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
confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable
level of detail the circumstances causing the non-performance or delay in performance.
65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract
will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either
Pariy'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 Parly 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 INIMITNITY: The Parties expressly agree that no provision of the Contract
is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that
the City of Denton may have by operation of law.
67. RECORDS RETENTION: The Supplier shall retain all financial records, supporting documents, statistical
records, and any other records or books relating to the performances ca.11ed 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 a11 books, records and documents pertinent to the Contract to the CPA, the State
Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds
being spent under the Contract.
�s
FILE 5264
��hibit B
Special Terz�s and Cond'ztians
The Quantities indicated on E�hibit D are estimates based upo� the besk available infotmation.
The City reserves the right fo increase or decrease the quantiiies to meet its actual needs withaut
any adjustments in the bid pi�ice, Individual purchase orclers wi�l be issued on an as needed
basis.
Product Chan�es Duri�� Contract �'erm
'I'he supp�ier shall �ot change speci�ications diuing #he contract term without prior approval.
Any deviation in the speci�ca#ians ar cnange in the product must be approved in advance by the
City of Denton, Notice of a ohange shall be submitted iri writirig to
dentonptuchasin�{a},cityofdentan.com, with the above file number in the subject line, for z•evietiv.
PZ'Odl1CtS found to have changed specificatians v�rithout natifcation, and acceptance, �viZ� be
raturned at the supplieY•'s expense, Products that have been instal�ed will be replaced at the
supplier's expense.
Authorized Distribi�tor
The suppliex shall be #he maniifacturer Qr anthoiized distributo�� of the proposed products. TIae
distributar shall be authorized to seIl to the Ciiy of De�ton, and make avail�.ble the
manufacttuer's representative as needed by the City.
Contrac# Terms
The contract term wi11 be one (1) year, effective from date of award or notice to proceed as
deteimined by the City of Denton Purchasing Department. At tk�e City of Den.ton's option and
approval by the vendor, the cont�act may be renew�d fo� up to two additional one-year peziods,
as further e:�plained in Renewal Options.
Rene��vai O�tions
The City of Den#on reserves the right to a�e��cise an option to ren�w the contract of t�e vendor
for two (2) additional one (1) year periods if agreed upan in writing by both parties. AIl teznas
and conditions nnust rexnain the same for each optional additzonal renewal yeai.
Price Escalation and De-escalatian
The Gity wil� implemant an escalationlde-escalation price adjustment quarterly. The
escalation/de-escalation wklX be based upon �anufacturer published pricing sheets to the vendor.
The price wil� b�e inc�•eased or decreased based upon the quarterl.y percentage change in the
manufaciu��er's price list. The p�7ce adjustment will be dete�rnined qua�.�terly frazn the a��ard
date. Sh.ould the c�ange exceed ar decz•ease a rr�inimlim threshold value of +I-1%, then the stated
eligible bid prices� shall . be adjusted in accordance with the published p�.�ice change. It is the
supplie3 0� the Cities responsibility to request a price adjustrnent quarteriy iz� vv�itzr�g, If no
reQuest is made, then it will be assumed that the bid price will be in effect. The sunnlier rrxust
snbmif or mal�e avaiiable the ma�ufacfurers uricin� slieet �ised to calcttlate the bid
�roposal, fo �arficipate in�the escalation/de-escalation clause.
FILE 52d4
Tatal Cantrac# Amoitnt
The contact total for services shall not exceed $780,000 for the ihree year tei�rn. Pz7cing sha11 be
pei• Ex�iibit � attached, �
Deliverv Lead Tiine
Product or services shall be cielivered to the City. per i�e days/weeks noted in Exhibit D after
receipt af the o��der.
5264
ExHiair c
CONFLICT OF INTEREST QUESTf�NNAIRE FORM CIQ
For vendor or other erson doin business with loca) overnmental entit
This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. pFFICE
USE �NLY
This ques#ionnaire is being filed in accordance with chapter 176 of the Loca{ Government Code by a oate Recei�ed
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 af the local govemment entity not
laier than the 7th business day after the date the person becomes aware of facts that requfre 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 Govemment
Code. An offense under this section is a Class C misdemeanar,
.� Narne of person who has a business relationship with local governmental entity.
JERRY PRIESTER
2
� Check this box if you are fifing an update to a pre�lously filed questionnafre.
(The law requires that you file an updated completed questionnaire wi#h the appropriate filing authority not
later than the 7`h business day after the date the originally filed questionnaire becomes incomplete or
inaccu�ate.)
3\'ame of local govcrnmcnt o�cer with whom Gler has an emplayment or business relationship.
N!A
Name of Officer
This section, (item 3 including subpafts A, B, C� D), must be completed for each officer with whom the filer has an
employment or okher business �lationship as defined by Section 176,001(1-a), Local Government Code. Aflach
additional pages to this Form CIQ as necessary.
A. ls the local government officer named in this section receiving or likely to receive taxable income, other than
investment income, from the filer of the questionrtaire?
� Yes � No N/A
B. Is the filer of the questionnaire receiving or likely to receive taxable incorrte, other than investment income, from
or at the direction of the local governrnent officer rtamed in thls sectlon AND the taxable income Is not received
from the local governmental entity?
� Yes 0 No N/A
G. Is the filer of this questionnaire employed by a corp'oration 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?
� Yes � No N/A
D. Describe each afFliation or business relationship.
4
5l21113
Slgnat re o p son ng business with the govemmental Date
7y
Exhibit D
(8�7) 831-9406 ph ���� ji'� )�� P.O, �ox 5508
(817) 831-9407 fx �•�d Arlington, TX 76005
� TRAFF« SYSTEMS, -INC.
7�: City of Denton
801 Texas Street
Denton,. TX 76209
attn: Scoti Wilson
ph: 940-349-8�-91
tax:940-349-7307 �
E-mail: SCOtt.Wi1SOri Q�C1�O��e
DATE SLSMN �ELIVERY
41219 3 J P 30-60 Days At�O
17�M� QTY
�
2
3
7
8
S
1�
'I 1
12
13
'14
'15
'16
1/BHSJP.x�.4uata
� CIQ �`Al TY��I
RFC�: 2013 �conolite Pricelist
V-aiid tlu�u Decembex 31, 2013
FR�iGH3 SHiP ViA F,0.8,
p�p 8� Allowed Best Way Destination
DESCRIP710N
1 �cotialife ASCl3-21 1 1 01 0QD00 Contraller w/ E#hernet Port &
� Data Key Upgrade forASCla (�oo-�oo�-so�) �
1 Fianlce "�" Harnass for Econolife
1
�
i
1
1
1
1
1
1
�
Solo Terra (ASOI,pTERF2A9 S)
Camera Mounfing Bracket (AS-0175-�-84)
Terra Access Poin# (ATAPE)
Terra Interface Panal (AT1P'!)
iIP ta TAP UF Cable Kit , 24 ]/O {ASTGBL12)
ACiP Power Pane( (ACP-340�
Solo Terra 5oftware & iVlanuals (ASOLOSS1')
CAT-5E Patch Cable, 7'
USB Mouse
Sofo Terra Cable (3 Cortductor, �6 AWG) ($!FT)
Z�
TERMS
t�ET 30
UN17 PRICE
$2,1 DO.OD
$125.00
$96.00
$3,495.00
$1'l5.fl0
$1, 70Q.OD
$570.00
$85.00
$200.00
N/C
$7_oa
$95.�0
$0.80
GlUOTE #
Q14886JP
TOTA� PRtC�
$z,�ao.00
$126.04
$9�.b4
$3,49�.0(}
$915.D0
$1,700,6D
$570.00
� $85.00
$200.Q0
$7.00
$15.00
$0.80
DATE SLSMN DELIV�RY FREIGHT 5HIP 11�A P.O.g, -
4I2113 JP 30•BO Days ARO PPD & Allowed $est Way Desfination
IiEM QTY AESGRIPTION
17
1$
19
ECOhafEtB SOio I erl'� VI(i2o DeiBCtlon'K[ts
S 3-Gamera SoJo Terra Vldeo []eiection Sys�ems c1o;
� 3ea Solo Terra (ASOLOTERRA9S}.
3ea Camera Mountfng Bracket (AS-0�75-4-84)
1 ea Terra Access Po�nt (ATAPE)
1 ea Terra lnterfaoe Panei (AT1P1)
iea 7f� io TAP 1/F Cable Kit , 24 I/O (ASTCBL12)
1ea ACfP P�wer Panel (ACP-340}
1ea CAT-5E Patch Cable, 7'
1 ea USB Mause
�1 �ctino[iie 4-Cart�era Solo Terra Video Defection Sys�ems c/o:
4ea Solo Terra (ASOLOTERRAI S)
4ea Camera Mounfing Bracket (AS-017a-1-84)
1ea Terra Access Point (ATAP�)
1ea Terra €nterface Pane! (AT1P1 j
1ea TIP to TAP I/F Cabte Kit , 24 f/0 (ASTCBLt2)
'lea ACIP Power Panel (ACP-340) '
1ea CAT-5E Patch Cable, 7' .
'I ea tJSB Mouse
1 Econalife 6-Camera Solo Terra Video Deiectlon Systems c/o:
Sea Solo Terra (ASO�.OTERftA1 S)
6ea Camera Mounting 8rackef (AS-0175-1-84)
�ea Terra Access Point (ATAPE)
1ea Terra Inte�face Panel (ATlP1) .
1ea TiP to iAP UF Gable Kit , 24 If0 (ASTGBE.12)
1 ea AClP Power Panel {ACP-340)
9 ea CAT-5E Patch Cabie, 7'
1ea USB Mouse
9% fOR L�REDiT CARD PAYM�idT
Thas3k you fox the opportunity to submit a propasal to you
an this equip�nent. Please reference ihis qu�tat%on (by
QT� number} when placing arder, Tf you have any
questions please caIl or send a fax to rne, .
This c�note is valid for �Q days, Therea#te� it is subject to.
change without notice.
taeasiPxs, yuaa
, 21
OF��RED 6Y:
TERMS
NET 30
UNIT PRtC�
�v 14,334.00
$17,994. DO
�
$25,557.00
TOTAL
Jerry Priaster
Paradigm Traffic 5ystems, Inc.
F�derat ID# 76-252034�(
wuor��
Q'1488B.fP
TOTAL PRICE .
g14,s34.00
$17,984,�0
$25,537.00
,392.80
(8'f7} 831-9406 ph �� p/� Py�� fl/f
(89 7) 831-94�7 f�c i�f� lJ / YI
TRAFFIC SYSTENIS, INC,
Q(I�i�il�iV
P.O. 8ox 5508
ArlingEan, TX 76005-55Q8
To: Ciiy ofDenton RF4: DIR-SDD-1546
801 Texas Streef Expires September 16, 2014.
Denton, TX 76209
attn; Scoit Wilson
Pt�: 440-349-8491
e-mati: scott,wilson@cityofdenton.cOlz3 �
DATE SLSMN D�LEV�RY FREIGNT SAL.ES AREA F,0,6, TERMB QL10TH #
$!6l2012 MH 30-A5 bays ARO PPD & Al[owed N�RT}i Destination Nef 3fl Q�14217MH
Il'EM QTY DESCRIPTION UNIT PRIC� '1'aTAL PRIC�
1
z
3
4�
'I �#herWAN Hardened Managed �thernet Switch wifh 12 Parts 90/�Q0 $1,178.10 $'€,778.'f4
� 2 Ports i000LX, P/N EX72129=0A8
1 EtherWAN Hardened Managed EtF�ernet Swfich wlth i2 Potis �E0/10Q $1,101.60 $4,�t0�i.60
� 2 Ports 10/'f00/1000i/S�P Combo, P/N EX72129-QV8
�I EtherWAN Hardened Power Supply, P/t� 41-136044-1 �61.20 $8'1.24
1 EtherWAN Hardened SFP Module, Giga6lf SM TiL 10KM $172.13 $972.'i3
PIN EX-�250TSP-MB4t-A '
Thank you for ihe opporiunity to submii a. p;�oposal to you
an �is equipment. �'�ease reference thzs quotati.on (by
QTE number) when placing order. If you have any
questions please call or send a fax to me.
This quote is valid for 60 days, Thereafter it is subjeet to
change without notice.
fiZ77MFWS, quota -
22
i'�TAL
OF�ERED BY:
Matf Hendricks
Paradigm Traff9c Systems, tnc.
F'ederal 1D# 75-252034'1
,�
(817) 831-9406 ph �� P�� j� J� iiil
(8'17) 831-9407 fx 1�� 6�r �d� .
-; RAFFIC SYSTEMS, 1NC.
Pa Box 5508
Arfington, Texas 76005
�u�r.,a r»nr
City of Denton BuyBoaxd Contract # 363-10
70; 841 Texas St�'eet RFQ: Public Safeiy, k�ire House
Denton, TX 76209 Snpply & Equipment &
Scott Wa.lson Traffic Signais _ .
aEtnc 940-349-8491 �� s12-4��-4222Pu �
940-3�9-7307 � � � 1-800-211-5454 fax
s c ott, wils on@ cityofdenton. eorn
DATE SLSMN pELfVERY FREIGtfT SHiP VIA F,O,B, T�RiNS QU�TE #
'1176/2D'13 DJ 3U -45 Days ARO PP� & Aflowed Best Way Destinatiop Nef 30 Q94627DJ
ITEM I QTY DESCRIPTION tJN1T P�210E T4"fAL PFZ(C�
9
1 UPS BATTERY BACKUP SYSTEM C/�:
1 each Alptta FXM 2000 - SNMP UPS
1 each Automatic / Maua! Transfer Switch
4 eacF� 220 GXL. �attery
1 each Satlery Cable Kit -
! each Alpha Guard Batfery Batancer
! each UPS Slde Mount Cabine#
�4,soo.oa
NOTE; Price quoted reflect a$20a.00 dEscount ai# of standard
Buy�oard pricEng,
NOT�; PURCHAS� ORDER MUST B� Pl�OCESSED THROUGH
WWW.BUYBOARD,COM I
Thank you for the oppartunity to submit a proposal to you on
this equi�meni. Please x•eference this quotafion (hy QTE
number) Svhe� placing order. If �ou have any questions �
please cal� or send a fax to me.
This quote is valid for 60 days. Thereaftar it is subject to�
change without notice,
,:6:��, �.
23
TOTAL
0��'�F2�D BY:
DanJaynes
Paradfgm �'raffic Sys�ems, Inc,
Federal IR# 75-252�341
g4,soa.00
D.
(8'f7j 831-9406 ph p�Rl�DIG1�1`
(817) 83�-�4a7 fx
TRA�F�C SYSTENtS, INC.
QU�TATION
� Czty of Denfon �
TO; 801 Texas S�reet • RFQ: �lano Conizact
Denton, TX 76209 BID# 2009-111-C
Scott Wilson Expires 9/7/13
attn: 940-349-849I
pn: 940-349-7307
�mait: scott.t�ilson@cziyofdentan.com
DATE SLSMt� DELIVERY FREI6HT SN1P VJA F.O.B,
9116/93 DJ 30-45 Days ARO PPD &Ailowed Best Way Destinat
iTEM QTY DESCRIPTION
1 1 Furnish UPS 2.0 iVA 120 Volt Single Phase
2 � Furnish UPS Cabinet fo House Uf'S 2,0 IVA 120 Voft
Single Ph�se
3 1 Instalfation Assistance
ADD 9% FOR CREDI�f CARD PAYMENT
Thank you for the opportuzuty to sut�mit a proposal fo yau
on t3�is equipment. Please reference this quotaiion {by
QTE number) when placing order. If you have any
quesiions please cali or serid a fax to me.
This quote is vaiid �'ox 60 days: Tl�ereafter it is subject to
change wi#hout notice, �
OFFER�D BY:
P.O. Bax 5508
Arlington,TX 76005-550$
TERMS
Nef 30
PRICE
$2,290.00
$T,500,0�
$350.00
TOTAL
panJaynes
Paradlgm iratfc Systems, Inc.
Federa� ID# 75-2520341
4UOTE #
Q14623DJ
TOTAL
$2,290.00
� 1,500.00
$350.00
��
ssszani. wua m i
24