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2013-156ORDINANCE NO. 2013-156 AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR THE DESIGN AND INSTALLATION OF STRUCTURED COMMUNICATIONS CABLING FOR VARIOUS CITY OF DENTON DEPARTMENTS; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 5217-AWARDED TO T-DATACOM, INC. 1N THE ANNUAL ESTIMATED AMOUNT OF $84,000 FOR A THREE (3) YEAR TOTAL NOT-TO-EXCEED $252,000). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for the design and installation of structured communications cabling for various City departments in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies or services, shown in the "Request for Proposals" on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 5217 T-Datacom, Inc. $252,000 SECTION 2. By the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. Should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the written contract attached hereto; 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 5217 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. BYJi�ROU�HS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY � � BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY SY: ,� s-oxD- szi� CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND T-DATACOM, INC. (RFP 5217) THIS CONTRACT is made and entered into this �� day of A.D., 20�, by and between T-Datacom, Inc. a corporation, whose address is 2198 ovey Circle, Sanger, Texas 76266, hereinafter referred to as "Contractor," 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 obta.ined hereby, the parties agree as follows: SCOPE OF SERVICES Contractor sha.11 provide products and or services in accordance with the Contractor's proposal in response thereto, a copy of which is attached hereto and incorporated herein for all purposes as Ezhibit "E". The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) City of Denton Standard Terms and Conditions (Exhibit "A"); (b) Special Terms and Conditions (Exhibit "B"); (c) Insurance Requirements (Exhibit "C"); (d) Form CIQ — Conflict of Interest Questionnaire (Exhibit "D"); (e) Contractor's Proposal. (Exhibit "E"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." RFP #5217 Page 1 of 28 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day �rst above written. ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANlTA BURGESS, CITY ATTORNEY BY: ._� , CONTRACTOR BY: AUTHORIZED SIGNATURE Date: � / � � 1�-(� ) � Name: �J9�Z�„ 1.��.c.�..��� Title: �/1��, �,� �� � � ( � l� l�, ��f PHONE NUMBER %�� I C. U�v1 � �i�i/�/L � Ct6+yf -T G EMAIL ADDRESS CITY OF DENTON, TEXAS B GEORGE C. CAMPBELL, C MANAGER Date: �(��/i'� �/� � RFP #5217 Page 2 of 28 Exhibit A Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City's solicitation are applicable to Contracts/Purchase Orders issued by the City hereinafter referred to as the City or Buyer and the Seller herein after referred to as the Bidder, Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the Sellers Solicitation 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. �y submitting an Offer in response to the Solicita.tion, the Contractor agrees that the Contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. 1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicita.tion and in the Contractor's Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent far 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 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 Contractor's name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor's registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor's invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. RFP #5217 Page 3 of 28 : ' : /1/1 D \ A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calenda.r days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third pariy claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iu, failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the Ciiy's agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor'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 Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded Contractor who is in arrears to the City for delinquent taxes, the City may offset indebtedness owed the City through payrnent withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the e�ent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequa.te 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. 5. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms, 6. FINAL PAYMENT AND CLOSE-OUT: RFP #5217 Page 4 of 28 A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor's continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City's right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 7. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayrnent of 1% or greater, If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section 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 �les, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 8. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor sha11 constitute a waiver of any rights or remedies of the City with xespect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: RFP #5217 Page 5 of 28 i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii, prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii, require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts speci�ed for the Contractor, with the City being a named insured as its interest shall appear�, and v. require that the Subcontractor indemnify and hold the City harmless to the same e�ent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 9. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other Contractor or with any competitar. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 10. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted indushy standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warraniy period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shali be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery RFP #5217 Page 6 of 28 of the breach warranty, but failure to give timely notice shall not impair the City's rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the Ciiy upon demand the increased cost, if any, incurred by the City to procure such services from another source. 11, 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 Contractor shall pay all claims, costs, losses and damages attributable to the City's evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 12. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party's intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 13. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until noti�ed by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 14. DEFAiTLT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequa.te 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 misrepresenta.tion in Contractor's Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 15. TERNIINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City sha11 be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor's default, including, without limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgrnent and post judgment interest at the ma�mum lawful rate. Additionally, in the event of a default by the RFP #5217 Page 7 of 28 Contractor, the City may remove the Contractor from the City's vendor list for three (3) years and any Offer submitted by the Contractor may be disquali�ed 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. 16. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 17. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 18. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Cnntractor must assert its right to an adjustment within thirty (30) calendar days from the da.te of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil coinmotion, 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. 19. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and a11 claims, demands, suits, causes of action, judgments and liability of every character, type or description, including al1 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 Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor's subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non-conforming deliverables, negligence, willful misconduct or a RFP #5217 Page 8 of 28 breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CTTI�, INDENINIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS AARMT,ESS FROM AND AGAINST ALL INDEMN�IED CLAIlVIS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIlVIIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 20. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in EX�IT C The successful Contractor shall procure and maintain insurance of the types and in the minunum amounts accepta.ble to the City. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage's and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for a11 subcontractors prior to the subcontractors commencing work on the project. v. The Contractor'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 RFP #5217 Page 9 of 28 Denton, Texas 76209 vii. The "other" insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. 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 rnake 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 Contractor, xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. �i. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor sha11 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 Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 21. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor wluch arises under or concerns the Contract, or which could have a material adverse affect on the Contractor's ability to perform thereunder, the Contractor sha11 give written notice thereof to the City within ten (10) calendar da.ys after receipt of notice by the Contractor. Such notice to the City shall state the date of noti�cation 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. 22. N�TICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and sha11 be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or RFP #5217 Page 10 of 28 Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Sireet, Denton, Te�s 76209 and marked to the attention of the Purchasing Manager. 23. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 24. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor sha11 provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim �hat 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 infiringes the intellectual property rights of any third party; or (ii) the Contractor's breach of any of Contractor's representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City's behalf. Further, Contractor agrees that the City's specifications regarding the deliverables sha11 in no way diminish Contractor's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 25. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City's andlor its licensors' confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business infortnation, and other information which the City or its licensors consider confidential) (collectively, "Confidential Information"). Contractor acknowledges and agrees that the Confidential 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 Contractor (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 Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The RFP #5217 Page 11 of 28 Contractor agrees to use protective measures no less stringent than the Contractor 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. 26. 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 Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City's sole or joint ownership of any such deliverables arising by viriue 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 Contractor 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 assigmment to the City o� all worldwide right, title, and interest in and to such deliverables. With respect to such work made-for-hire, the Contractor 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 Contractor 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 Contractor's obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered} instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event tihe City should not seek to obta.in copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 27. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 28. ADVERTISING: The Contractor 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�rtent required by law. RFP #5217 Page 12 of 28 29. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such comrnission, percentage, brokerage or contingent fee. 30. GRATUTTIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 31. 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 solicita.tion shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section sha11 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 Contractor sha11 render the Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of Interest Questionnaire (Exhibit D), 32. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City, Te�s 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 Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City, Texas, or his designee under this agreement. 33. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assigrnment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or bene�ts 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. RFP #5217 Page 13 of 28 34. WANER: 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 Contractor or the City of any one or more events of default by the other pariy shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 35. MODIFICATIONS: The Contract can be modi�ed or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 36. INTERPRETATI�N: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 37. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either pariy may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision- making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the inediation. RFP #5217 Page 14 of 28 38. JTJRiSDICTION AND VENITE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 39. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 40. 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 5:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 41. 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. � 42. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City 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 Contracts. By accepting a Contract with the City, the Vendor certifies that its �rm and its principals are not currently suspended or debarred from doing business with the Federal RFP #5217 Page 15 of 28 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. 43. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, se� age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 44. 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. De�nitions. As used in this paragraph i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this de�nition, plus allocable overhead costs, but excluding pro�t. Cost of cornponents does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United Sta.tes, 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. "Fareign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. l0a - lOd} provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor sha11 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 Certi�cate". RFP #5217 Page 16 of 28 45. RIGHT TO INFORMATION: The City 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. 46. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractar or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 47. PREVAILING WAGE RATES: All respondents will be required to comply with Provision 5159a of "Vernon's Annotated Civil Statutes" of the State of Texas with respect to the payment of prevailing wage rates and prohibiting discrimination in the employment practices. http://www. access. gpo. gov/davisbacon/tx.html 48. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without lirnitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 49. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Worker's Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractar shall indemnify the City and sha11 pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 50. DRUG FREE WORI�LACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the fina.l rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 51. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City Procurement Manager in writing of any such damage within one (1) calendar day. RFP #5217 Page 17 of 28 52. FORCE MAJEURE: The City, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasona.ble efforts to recommence perFormance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City 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. 53. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Pariy 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 ar 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. 54. NO WAIVER OF SOVEREIGN IlVIM[TNTTY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of any immunities from suit or from liability that the City may have by operation of law. 55, RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of foux (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent sha11 grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. RFP #5217 Page 18 of 28 Exhibit B Special Terms and Conditions Total Contract Amount The contact total for services shall not exceed $84,000 per one-year term. Pricing shall be per E�ibit E attached. Contract Terms The contract term will be one (1) year, 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 approval by the vendor, the contract may be renewed for an additional two (2) one-year periods, as further explained in Renewal Options. Renewal Options The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party noti�es the other prior to the scheduled renewal date in accordance with the provision of the section titled "price adjustments", or the section(s) titled "termination". At the sole option of the City of Denton, the Contract may be further e�ended as needed, not to exceed a total of six (6) months. Price Adiustments Prices per E�ibit E must be firm for a period of one year from da.te of contract award. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI)* for other wired telecommunication services (PCU5171105171109) (http://www.bls.gov/ppi/home.htm). The price will be increased or decreased based upon the annual percentage change in the PPI. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. Should the PPI change exceed a minimum threshold value of +/-1 %, then the sta.ted eligible bid prices shall be adjusted in accordance with the PPI change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Contractor must also provide supporting documentation as justification for the request. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar davs after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may �` Producer Price Index/PPI is deFlned by the U.S. Department of Labor: The Producer Price Index (PPI) is a family of indexes that measures the average change over time in selling prices received by domestic producers of goods and services. PPI measures price change from the perspective of the seller. This contrasts with other measures, such as the Consumer Prica Index (CPI), that measure price change from the purchaser's perspective. Sellers' and purchasers' prices may differ due to government subsidies, sales and excise taxes, and distribution costs. RFP #5217 Page 19 of 28 request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar davs after a determination has been issued. Pre-price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. The request can be sent by e-mail to: purchasin ,citvofdenton.com Or mail to: Or call: City of Denton City of Denton Purchasing Attn: Purchasing Manager (940) 349-7100 RFP # 5086 901B Texas Street Denton, Texas 76209 The City of Denton reserves the right to accept, reject, or negotiate any proposed price changes. uantities The quantities indicated on the Pricing Sheet are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the prices. Individual purchase orders will be issued on an as needed basis. Contractor Standards of Performance Monthly Time Standards - Contractors shall fully understand that the City relies on the product or service of the contract to provide vital municipal services, and the availability and reliability of the equipment is of the essence. With this in mind, the Contractor shall meet the following performance standards at all times. Labor disputes, strikes, and other events, except those beyond the Contractor's control such as acts of God, shall not relieve the Contractor from meeting these standards. For service category, the Contractor inust ensure the given level of service is achieved, within the designated number of working hours. Contractor shall deliver goods or services within specified delivery times for 95°/a of all orders. Performance Liquidated Damages The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standaxds as outlined below: The Contractor shall be assessed a one (1 %) percent fee first day when any one of the performance standards outlined above are not met in full - 95% on time delivery services. The Contractor shall be assessed a two (2%) percent fee each subsequent day when performance standards outlined above are not met within 95% on time delivery services. At the end of each week, the City will review the reports and determine the percentage of penalty to be assessed to the Contractor. RFP #5217 Page 20 of 28 Exhibit C 1NSURANCE REQUIREMENTS AND WORKERS' COMPENSENTATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractua/ obligations, which the successful contractor sha!! have a duty to maintain throughout the course of fhis contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contracfor, the Contractor shall provide and maintain until the contracfed work has been completed and accepfed by the Cify of Denton, Owner, the mfnimum insurance coverage as indicated hereinafter, Contracfor shall file with the Purchasing Departmenf satisfactory certificates of insurance including any applicable addendum or endorsements, confaining the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at ar�y time; however, Contractor shall not commence any work or deliver any maferial until he or she receives nofification that the contract has been accepted, approved, and signed by fhe City of Denton. All insurance policies proposed or obtained in safisfaction of these requirements shall comply with the following general specifrcations, and shall be mainfained in compliance wifh these general specifications throughout the durafion of fhe Contracf, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- VII or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: ■ Name as Additional Insured the City of Denton, its Officia�s, Agents, Employees and volunteers. ■ That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Cancellation: City requires 30 day written notice should any of fhe policies described on fhe certificafe be cancelled or maferially changed before the expiration date. RFP #5217 Page 21 of 28 • Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a gene�al annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: AII insurance policies proposed or obfained in satisfacfion of this Contract shall additionally comply wifh the following marked specificafions, and shall be maintained in compliance with these additional specifications throughouf the duration of fhe Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL.0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground {XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this RFP #5217 Page 22 of 28 contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than 500 000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned hired and non-owned autos. [X] Workers' Compensation Insurance Contractor shall purchase and maintain Workers' Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a$500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of Subrogation against the City, its officials, agents, employees and volunteers for any work perFormed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers' Compensation Commission (TWCC). [] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor�s Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $'I,000,000.00 aggregate. [] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $7,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. RFP #5217 Page 23 of 28 [ ] Buiiders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. ( ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a"blanket" basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. RFP #5217 Page 24 of 28 [X] ATTACHMENT 1 Workers' Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor'slperson's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities perForming all or part of the services the contractor has undertaken to perform on the projeet, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, RFP #5217 Page 25 of 28 and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the � project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall nofiify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payro�l amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on RFP #5217 Page 26 of 28 the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) -(7), with the certificates of coverage to be provided to the person for whom they are providing services. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the praject, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor's failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. RFP #5217 Page 27 of 28 Exhibit D CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other person doing business with local govemmental 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 Date Received person who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the person meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local govemment 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 flling an update to a previously filed questionnaire. (The law tequires 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? 0 Yes � No B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, ftom or at the direction of the local govemment 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 percerrt or more? 0 Yes 0 No D. Describe each affiliation or business relationship. 4 Signature of person doing business with the govemmental Date entity RFP #5217 Page 28 of 28 .��� � o,a��Mn��oo�vv� r�,,,,,..-� GERTIFICATE OF LIABILITY INSURANCE E,�,Z�,13 THIS CERrIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGFITS UPDN THE CERTIFICATE HOLDER THIS CERTIFICATE DOES NOT AFFIRMATIVELY ORNEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDEO 8Y THE POUCIES BELCIW. THIS CERfIFICATE OF INSURANCE QOES NUT CON$TITUTE A CONTRACT BE7WEEN THE ISSUING INSURER(Sj, AUTHORIZED REPRESENTATIVE UR P�DUCER, ANd THE CERTIFIGATE HOLDER IAAPORrANT: If the certificate holder Is an ADDITIQNAL INSURED, the palicy(ies) must be endorsed. If SUBROGATION IS WAIV�, subjecl to theierms and conditions ofthe policy, certain policies may require an endorsement. Astetement on N�is cerfificate doesnot confe� ri hts to the certl8cate hclder in Ifeu of Such endarsement s. CONTlGT TROY WAI,DROP N/ME: PRQDUCER �'1°"0 • (214) 690-7629 Fax Mi ke Austi n ��� or_e GEZ�o Boulevard Address; NTXTCOM GMAIL . COM Erede=icksburg, vA az4-z INSURERS AFFQRDING C�VERAGE MAIC # hg,^,21 INSURERA: GOV�ItNf•9�N'P Y�t7'LCY��S 1[VSUNAN::� CGf9YANY 22063 INSURED INSURER B: ^-JATA COM IhC 21g$ CCVEY CIR INSURERC: SnN^vER T3i 762G6 INSURERD: INSURER E: I NSURER F: COYERAGES H E POLICIESOF INSUR4NCE LJ STED BELOW HAUE BEEN I SSUE� TO TH E INSUl�D NAME� ABOVE FORTHE POLICY PERIOD I NDICA7ED. NO7WITHSTPN DING ANY QUI RE7viHV T, TEPoVA QR CON DITI ON Q F AN Y Cd NTRACT OR OTHE R DOCUM EN T W ITH F�S PEC T TO W HICH THIS CE RTIF ICAT E MAY BE �$SU � Q R MAY pERTN N, TH E NSIJRANCEAFFOI�EDBYTHEPOLICIESDESCRIBEDHEI�IN ISSUBJECTTOALLTHETEPoIAS, IXCLUSION3ANDCONDITIONSOFSUCHPC3LICIES.AGGREGATELIMITS OWN MAY HAVE BEEN PEDUCED BY PAID CLAIMS. �N� TYPE OF INSURANCE ���� �gR PaLICY NUMBER �-�CY EFFECi1VE POLICY F��IRATION t�q�Ts LTR NSRD ww OATE MMlDDI bATE[MMlDD1YYJ GENERPL LIABILITY EAGH OCCURRETlCE $ COMMERCIPL GENERAL LIABWN DAMhC�E TO RFMED � PIiB�AISE5 (Ea occurencey C�+�MS MAD� OCCUR MEO. EM�ENSE (My one person) �i PERSONAL & ADV. INJURY $ GENERAL AGGREGATE � PRO�UCTS-COMPfOPAGG. $ GEN'L AGGREGATE LIMIT N�PI.JES PB�: POLICY PR0.IECT LOC AUTOMOBILE LIABILITY COMeINm SING�LIMn $ 50�, �00 (Ea a�IdOM) A ANYAU7o X 910i:G418fl2 6; 5/2013 6/5/20_9 aODILY INJURY $ (Per pereon) ALL OWNF� X SCHmULFD � BODILY INJURY $ AUTOS AUTOS r accide t HIRFD AUT6S NON-OWNED X PROPERN DRMAGE � AUTpS (PeraccidenQ � UMBI�LLAIJAB OCCUR EACH OCCURF2FNCE $ IXCES8IJAB CWMS-MA➢E AGGREGATE $ DED ETENTION $ $ WORIff.RS' COMPENSATION AND EMPIDYERB' WC STATU- OTl-H WIBIIlTY Y/ N TORYUMITS ER ANY PROPRIEfQRIPARTNER/EXEGl1T1VE ❑ N� A E.L. EACH ACCIOEN7 $ OFFICERlMEAABER IXGWOm? EL DISEAS&PQLICY LIAAIT Si If yes, describe under SPECIAL PRpV�$�pN$ belOw E.L. DISEASEEACH FMPLOYEE $ DE3CRIPTION OF OPERATION3l LOCATION3! 1fEHICLE31 EJCCLUSION$ADDE� BYENDpR9EMENTI3PECIALPROVISION3 CITY OF DENTON IS NAMED AS ADDTI�NAL INSURED CERTIHCAIE HOLLIER CANCEW4110N C ITY OF DENTON SHOULD ANY OF THE ABdVE DESCRIBED P�LJCIES BE CANCELLED BEPUFi� THE 9O1-B TEXAS ST EJ(PIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN DENTON i TX 7 62 D 5 ACCOfldANCE WITH THE POLICY PROVISIONS. AUTHORIZE� REPRESENTA7IVE U �aws-su�u ru:crtu �uratinw� wrv.w� rigms reservea. ACOR� 25 (2D1W 05) TheACO� name andiogo are reglstered marka af ACOf� ��1��� "yT' e e.2•ceeil tlre stir�tiliir�la" Company Name: T-DATACOM, INC. Contact Info: TROY WALDROP 2198 COVEY CIRCLE �SANGEIt,, TTXAS 762G6 OFPICE: 214.(i9�.'7'629 FAX: 940.458.061� R.e�uest for Proposals (RFP) #521'T - Structured Couun�wications Ca�bliug. RESTRTCTED- PROPRIETARY INFORMATI�N This document contains Proprietary Information which is provided solely in connection with the specific opporiw�ity identified herein. T-Data.Com Inc, provides this proprietary informadon to the organization n:uned, solely for its use ut connection with this opportwury nnd it may not be disclosed to anqone outside the disclosed to party without prior consent of T-Dat�.Com Inc. 2198 COVEY CIltCLE r SANGER, TEXAS '76�66 OFFICE: 214.690.7629 * FAX: 940.458.0613 ntxtcom@gmail.com "W'e excee�l il�est�+r�u7�rdx" T-�������, ��. �X�C11�1Y� ►.�1I111I11dI'y T- DATACOM, INC has over thu�ty three yeaa•s experience of service in the sti•uct�u•ed cabling indusiay. T- DATACOM pi•ides itself in providing customei• oizented, e�"icient, bu�n key network solutions, with a h€�.nds�n eatpei�e of voice, data, and fiber optic network cabling. W°ith the operations handled by the foundei•, T- DATACOM, INC can provide each enstomei• with e8'icient, personal attention. Af�er five ,yes�a•s of worl�ng with the City Of Denton a.s tlieit• preferred �s°aYC�u•ed �albl�g vendor we �d���.�nd t�e n�poa�ta.nt ns�� ��� f•���i�g the Cit�s requested services and requu ements. T- DATACOM, INC offers the highest of quality servioes with competitive market rates. �`- D�'I`�COM, I14TC �elco�res �d ene�urages o�^ cust,o��r��s t,o �ake site visits of �vork oompleted and or work still in progi•ess. T- DATACOM, INC looks forward to reviewing ,your needs as well a.s Snding the solution that best suit;s you. Worlaug together we can help make your project ivn smootli and �ea.mless. Thso.nk ,you for the opportunity and for considei7ing T- DATACOM, INC for a11 your de,sign and installation needs. RESTRICTED- PROPRIETARY INFORMATION This document contains Proprietary Information which is provided solely in connection with the specific opporiunity identified herein. T-Data. Com Inc. provides this proprietary information to the organization named, solely for its use in connection with this opportuniry and it may not be disclosed to anyone outside the disclosed to party without prior consent of T-Data.Com Inc. 2198 COVEY CIRCLE * SANGER, TEXAS 76266 OFFICE: 214.690.7629 * FAX: 940.458.�613 ntxtcom@gmail.com The City of Denton Purchasing Department 901-B Texas Street Denton, Texas 76209 REQUEST FOR PR�P4SALS RFP 5217 Design a.nd Installation of Structured Communications Cabling FOR THE CITY OF DENTON NIGP CLASS and ITEM 962 18 285 10 287 96 Issue Date: March 25, 2013 = Response due Date and Time (Central Time): Tuesday, Apri116, 2013, 2:00 p.m. CITY OF DENTON RFP FOR Structured Communications Cabling S�LICITATION CHECKLIST Checkfist for RFP #5217 Title: Structured Communications Cabling Opening Date: 4/16120�13 at 2:U0 PM Contractor Name and Address: T-DATACOM, INC. 2198 COVEY CIRCLE SANGER, TEXAS 76266 Contact: _Troy Waldrop TX Taxpayer VIN#: 1-26-3495623-4 Phone: 214-690-7629 Fax: 940-458-0612 Email:_ntxtcom@gmail.com Submit one {1) original and two (2) WRITTEN copies of submittal (REQUIRED) a. Submit Written Proposal by courier, hand delivery, or mail b. Exhibit 1-Excel Pricing Sheet, Review, complete, and return 2. Email Exhibit 1 in Excel farmat ta ebidsCc�citvofdenton.com 3. Submittal Content (Meet Section III) • Review all requirements • Ensure your firm meets all stated minimum requirements • Documentation included to support the evaluation criteria. • Company lnformation • Relevant Experience and Qualifications • Methodology (Service Contracts Only) • Quality Assurance / Quality Control • Litigation History Statement • Addendum(s) Reviewed and return None Posted • Atfachment A, Review Re�iewed • Attachment B, Not Applicable • Attachment C, Review, complete, and return Completed • Attachment D, Not Applicable • Attachment E, Review, complete, and return N�A • Attachment F, Review, complete, and return Completed • Attachment G; Review, complete, and return No Conflicts • Attachment H, Review, complete, and return • Attachment I, Review and note exceptions • Attachment J, Review, complete, and return Completed None Noted Completed PAGE 2 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured.Communications Cabling TABLE OF CONTENTS Section I General Secdon II Procurement Process and Procedures Section III Submittal Requirements Section N Evaluation and Award Section V Payment and Performance Requirements Section VI Standard Teams and Conditions Attachment A Insurance and Workers' Compensation Requirements Attachment B Not Applicable Aitachment C Business Overview Questionnaire Forms Attachment D Not Applicable Attachment E Safety Record Questionnaire Attachment F References Attachment G Conflict of Interest Form Attachment H ' Disadvantaged Business Utilization Attachment I Sample Contract Documents Attachment J Acl�owledgment E�ibit 1 Pricing Sheet Exhibit 2 Scope of Work Addendum 1 Addendum 2 Texas Sales and Use Tax Permit Company Information Commercial General Liability Insurance Workers Compensation and Employers' Liability PAGE 3 OF RFP #5217 RespondenYs Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling Section I General 1. INTRODUCTION In accordance with the provisions of Texas Local Government Code, Chapter 252, The City of Denton (the City) is requesting proposals to contract with an individual or business with considerable experience in providing goods or services of this RFP. The proposals and the cost solutions shall be submitted to the City of Denton in a sealed submission, in accordance with Texas Local Govertunent Code 252.0415 and 252.042. The awarded individual or business shall possess a proven track record of using innovative approaches to providing goods and services that represent the best value to their clients. The awarded individual or business shall have the ability to accomplish all aspects of the requested services. The selected individual or firm should be able to provide innovative methods to deal with municipal challenges, and cost effective solutions. The City of Denton is exempt from Federal Excise and State Sales Tax. A. COMMiTNITY PROFILE Denton, Texas is a Main Street City in the North Texas region at the apex of Interstate 35 East and Interstate 35 West. Established in 1857, Denton is the county seat of Denton County and was named for John B. Denton. Denton is unique in composition; the city is comprised of over 92 square miles which radiate out in all directions from the downtown core, with a population of 113,000. In addition to the unique physical composition of the city, there is a unique character to the City. It is comprised of a diversity of neighborhoods and land uses that range from historical residential and commercial districts to new residential subdivisions and in.dustrial complexes to greenbelt areas and newly annexed rural areas. Denton is home to two staie universities, the University of North Texas, and Texas Woman's Un.iversity, and two regional hospitals. The City is traversed by state highways, rail lines, and Interstate 35 E& W. This summer Denton County Transportation Authority (DCTA) began operation of a passenger rail service that runs from downtown Denton to the City of Carrollton, where passengers may transfer to the Da11as Area Rapid Transit (DART) system and continue travelling by rail within the Metroplex region. The rail service is accompanied by the opening of two rail stations in Denton. The City of Denton has also taken a proactive approach in its pursuit of environmental and sustainable initiatives. The City has, through DME, become a national leader in renewable energy with more wind power per capita than any other city in the United States and through Denton Solid Waste, become a national leader in sustainability and environmental stewardship through various award winning programs. PAGE 4 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling services; and allows for fluid responsiveness to upcomi_ng changes — both anticipated and unforeseen. The use of technological opportunities throughout the service delivery is encouraged. . L MII�TIlVILJM SUBNIIS5ION REQUIItEMENTS The following minimu�m requ.irements must be demonstrated in order for the submission to be considered responsive to the City of Denton. Any proposal received, which is determined to not meet these mandatory requirements shall be immediately disqualified and rejected as non- responsive. • Respondent rnust be certified to install Category 6 UTP cabling systems (plenum rated) by Ortronics, Chatsworth Products and Caddy, or equivalent. .Altei�aate Cate�y 6 UTP brands/standards must be c1ea�-lv identified on the submission. Identify all certified personnel to be assigned to this project, each possessing a minimum of two (2) years experience installing Cat 6 cable. Please deta.il on attachment �C. • Respondent must be a reputable company having a rninixnum of two (2) years experience designing and installing structured communications wiring systems. Please detail on attachrnent F. • The selected respondent must own testing equipment and possess the ability to test to the most current adopted EIAJTIA standards. Please detail on attachment �C. • The respondent must be registered by the State of Texas or the Coun.ty of Denton, to provide any services which rnay be required and the company must have all licensure required by the State to provide any services required. • Three (3) references from governmental entities far the products or services requested. The City prefers references from municipalities of si_milar size. • A defined level of industry knowledge and understanding. Please provide written detail of contractor's ability to meet these req uirements. 2. CONTRACT TERM It is the intention of the City of Denton to award a contract for a one (1) year period. The City and the Awarded Contractor shail have the option to renew this contract for an additional two (2) one- year periods. Materials and services undertaken pursuant to this RFP will be required to commence within fourteen (14) days of delivery of a Notice to Proceed. The services sha.11 be accomplished per the Technical Specifications as identified in Exlubit 2 and the Procurement Process and Procedures as outlined in Section II. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either PAGE 5 OF RFP #5217 _ CITY OF DENTON RFP FOR Structured Communications Cabling ; i :[i�cl�Zlii��1 ] The City of Denton ha.s experienced significant growth over the past few years and significant utilization of goods and services to meet the ever growing needs of a vibrant cominunity has driven the need to obtain long term commitments to supply materials and services. The City desires an innovative solution that ensures a successful approach to provide goods and services; and allows for fluid responsiveness to upcoming changes — both anticipated and unforeseen. The use of technological opportunities throughout the service delivery is encouraged. 2. 1VIINIlVIUlVI SUBMISSION REQUIREMENTS The following minimum requirements must be demonstrated in order for the submission to be considered responsive to the City of Denton, Any proposal received, which is detennined to not meet these mandatory requirements shall be immediately disqualified and rejected as non- responsive. • Respondent must be certified to install Category 6 UTP cabling systems (plenwn rated) by Ortronics, Chatsworth Products and Caddy. Identify all certi�ed personnel to be assigned to this project, each possessing a minimum of two (2) years experience installing Cat 6 cable. Please detail on attachrnent F. • Respondent must be a reputable company having a minimum of two (2) years experience designing and installing structured communications wiring systems. Please detail on attaclvnent F. • The selected respondent must own testing equipment and possess the ability to tesi to the most current adopted EIA/TIA standards. Please detail on atta.clunent F. • The respondent must be registered by the State of Texas or the County of Denton, ta provide any services which may be required and the company must have all licensure required by the State to provide any services required. • Three (3) references from governmental entities for the products or services requested. The City prefers references from municipalities of similar size. _ • A defined level of industry knowledge and understanding. Please pravide written detail of contractor's ability to meet these requirements. 3. CONTRACT TERM It is the intention of the City of Denton to award a contract for a one (1) year period. The City and the Awarded Contractor shall have the option to renew tlus contract for an additional two (2) one- PAGE 5 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling year periods. Materials and services underta.ken pursuant to this RFP will be required to commence within fourteen (14) days of delivery of a Notice to Proceed. The services shall be accomplished per the Technical Specifcations as identified in Exhibit 2 and the Procurement Process and Procedures as outlined in Section II. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either parly notifies the other prior to the scheduled renewal date in accordance with the provision of the section titled "price adjustments", or the section(s) titled "termination". At the sole option of the City of Denton, the Contract inay be further extended as needed, not to exceed a total of six (6) months. 4. PRICING Firm Price Pricing and discounts proposed is firm for the initial one-year period specified in the solicitation. Price decreases are allowed at any time. Price increases shall only be considered as stipulated below in paragraph #5, "PRICE ADJUSTMENTS". Price Decreases/Discount Increases Contractors are required to immediately implement any price decrease or discount increase that may become available. The City of Denton must be notified in writing for updating the contract. 5. PRICE ADJUSTMENTS Prices quoted for staffing must be firm for a period of one year from date of contract award. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI)* for other wired telecommunication services (PCU5171105171109) (http://www.bls.gov/ppi/home.htm). The price will be increased or decreased based upon the annual percentage change in the PPI. The maximum escalation will not exceed +/- 8% for any individual .year. The escalation will be deterniined annually at the renewal date. Should the PPI change exceed a ininimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the PPI change not to exceed the S% liYnit per year. The supplier should provide docutnentation as percentage of each cost associated with the unit prices quoted for consideration. * Producer Price Index/PPI Is defined by the U.S. Department of Labor: The Producer Price Index (PPI) is a family of indexes that measures the average change over time in selling prices received by domestic producers of goods and services. PPI measures price change from the perspective of the seller. This contrasts with other measures, such as the Consumer Price Index (CPI), that measure price change from the purchaser's perspective. Sellers' and purchasers' prices may difFer due to government subsidies, sales and excise taxes, and distribution costs. PAGE 6 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling Request inust be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 da.ys prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. Upon raceipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar davs after receipt of a properly subinitted request. If a properly subinitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar da.vs after a determination has been issued. Pre-price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or ca.ncellation. The request can be sent by e-mail to: purchasing�cityofdenton. com Or mail to: City of Denton Attn: Purchasing Manager RFP # 5217 901B Texas Street Denton, Texas 76209 Or call: City of Denton Purchasing (940) 349-7100 The City of Denton reserves the right to accept; reject, or negotiate the proposed price changes. 6. SUBSTTTUTIONS Substitutions are not permitted without the written approval of The City of Denton Purchasing Department. 7. DLSQUALIFICATIONS Any tenns and conditions attached to a solicitation will not be considered unless speci�cally referred to on a solicitation and may result in disqualification. Any proposals that do not clearly outline all qualifications may be disqualified. 8. INTELLECTUAL PROPERTY INDEMN�'ICATION The contractor will indemnify, defend and hold harmless the City of Denton, and its authorized users, against any action or claim brought against the City of Denton, or its authorized users that is based on a claim that software infringes any patent rights, copyright rights or incorporated misappropriated trade secrets. Contractor will pay any damages attributable to such claun that are awarded against the City of Denton or its authorized users, in a judgtnent or settlement. If the City of Denton or its authorized users' utilization of the software becomes subjeci to a claun, or is likely to become subject to a claim, in the sole opinion of the City of Denton, or its authorized users, the Contractor shall, at its sole expense (1) procure for City of Denton or its authorized users, the right to continue using such software under the terms of this Contract; or (2) replace or modify the software so that it is non-infringing. PAGE 7 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling 9. RIGHTS TO DATA, DOCiTMENTS, AND COMPUTER SOFTWARF (GOVERNMENTAL ENTITY OWNERSHIP) Any software, research, reports studies, data, photographs, negatives or other documents, drawings or materials prepared by contractor in the performance of its obligations under this contract shall be the exclusive property of the City of Denton and all such materials shall be delivered to the City by the contractor upon completion, termination, or cancellation of this contract. Contractor may, at its own expense, keep copies of a11 its writings for its personal files. Contractor sha11 not use, willingly a11ow, or cause to have such materials used %r any purpose other than the performance of contractor's obligations under this contract without the priar written consent of the City; provided, however, that contractor shall be allowed to use non-confidential materials for writing samples in pursuit of the work. The ownership rights described herein shall include, but not be li�nited to, the right to copy, publish, display, transfer, prepare derivative works, or otherwise use the works. 10. ADDING NER' PRODUCTS OR SERVICES TO THE CONTRACT AFTER AWARD Following the Contract award, ADDITIONAL services or products of the same general category that could have been encompassed in the award of this contract, and that are not already on the contract, may be added. A formal written request may be sent to successful Contractor (s) to provide a proposal on the additional services and shall submit proposals to the City of Denton as instructed. All prices are subject to negotiation with a Best and Final Offer ("BAFO"). The City of Denton may accept or reject any or all pricing proposals, and may issue a separate RFP or IFB for the products after rejecting some or all of the proposals. The commodities and services covered under this.provision shall conform to the sta.teinent of work, specifications, and requirements as outlined in the request. Contract changes shall be made in accordance with Local Government Code 252.048. 11. COOPERATIVE PURCHASING / PIGGYSACK OPTION The contract resulting from this solicitation will be available for use by all governmental entities, providing there is no conflict with any applicable statutes, rules, policies, or procedures. The governinental entities will have the option to use the pricing as agreed to within the resulting contract. Provided that other governmental entities are interested in ordering from the resulting contract, and other delivery Iocations are requested than originally agreed upon, the City of Denton and the awarded contractor will seek a inutual agreement for pricing to other locations. Govemmental entities will issue their internal purchase orders directly to the contractor(s), however, shall reference and cite the City of Denton contract number (RFP nurnber) within the purchase order document. After award, The contractor agrees to pay a service fee in the amount of 2% of the dollar amount of all externally issued purchase orders generated from use of this contract by cooperative agencies.. The contractor further agrees to remit the service fee by check on a quarterly basis for the previous quarter spent through this contract, to Julia Klinck, Purchasing PAGE 8 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling Coordinator at 901B Texas Street, Denton, TX 76209, on or by the Fifteen day of each month, following the end of the quarter. The Contractor shall also provided quarterly sales reports froin the Contract awards and Purchase Orders issued froin the Contract, for the purpose of billing and collecting the service fee, and for compiling required purchasing history. This report sha11 be sent to purchasing,�a,cityofdenton. com on or by the tenth day of each month. The Contractor further agrees that the City of Denton shall have the right, upon reasonable written notice, to review the Offerors records perta.ining to purchases under this awarded contract to verify the accuracy of service fees charged to the Contractor. 12. QUANTITIES The quantities indicated on the Pricing Sheet (E�ibit 1) are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the prices. Individual purchase orders will be issued on an as needed basis. 13. PRODUCT CHANGES DURING CONTRACT TERM The supplier sha.11 not change speci�cations during the contract tenn without prior approval. Any deviation in the specifications or change in the product must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to purchasing�a,^citvofdenton.com, with the RFP nlunber in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be returned at the supplier's expense. Products that have been installed will be replaced at the supplier's expense. 14. AUTHORIZED DISTRIBUTOR The respondent shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be authorized to sell to the City of Denton, and make available the manufacturer's representative as needed by the City. 15. SAMPLES Respondents must lnake samples available upon request by the City of Denton prior to award with no costs to the City. 16. SHIPPING, DELIVERY, AND PACKAGING Identification of Shipments: In addition to the complete destination address, each delivery must be clearly marked with the purchase order nuinber. Each shipment must be accompanied by a packing slip. Packaging and Labeling: PAGE 9 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling All items shipped must be properly labeled, with weather resista.nt labeling, showing the brand name, packa.ge quantity, lot number (if applicable) and any other necessary identifying information. Special DeIivery Requirements: Customers may have specific, internal delivery rules and policies. These will be provided on each purchase order issued by the customer. The contractor(s) will be required to adhere to those requirements. PAGE 10 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling Hours of Delivery: Delivery shall be made during the hours of 8:00 am to 4:00 pm (CST) of the Customer unless prior approval for after-hours delivery has been obtained from the Customer. In the event of any approval by the Custorner for after-hours delivery, Respondent may not invoice any additional charges for fhat delivery. Respondent is encouraged to obtain Customer's hours of operation at time of order. Delivery Schedule: Respondent's shall furnish, in the space indicated on the Mandatory Price Sheet, a delivery schedule for each line itein as to time required for delivery after receipt of order (ARO) under normal conditions. Delivery Days means calendar days, unless otherwise speci�ed. Failure to state delivery time may disqualify Respondent. The City of Denton, at its sole option, may choose to negotiate delivery times. Delivery Delays: If delay is foreseen, Contractor shall give written notice to the Customer and inust keep Customer advised at all times of status of order. Default in promised delivery (without accepted reasons) or failure to meet specifications authorizes the Customer to purchase goods and services of this RFP elsewhere and charge any increased costs for the goods and services, including the cost of re-soliciting, to the Contractor. Failure to pay a damage assessment is cause for Contract cancellation and/or removal of the Respondent from the City's authorized list of suppliers. Compliant Products: Providing products or inaterials which do not ineet all specification requirements does not constitute delivery. Delivery does not occur until the Respondent delivers products or materials in full compliance with the specifications to Customer's F.O.B. destination, unless delivery is specifically accepted, in whole or in part, by the Customer. Customer reserves the right to require new delivery or a refund in the event that materials or products not meeting speci�cations are discovered after payment has been made. Restocking Fee: The Customer may request that a Contractor accept return of inerchandise already delivered or that a Contractor cancel an order prior to delivery. If the return is required through no fault of the Contractor, the Contractor may request a reasonable restocking charge. The Customer may pay a restocking charge if the CPA or Customer determines that the charge is justifiable. As a guideline, such cha.rges sha11 not exceed 10%. There shall be no fees charged for cancellation of an order prior to shipment by the Contractor. 17. SAFETY AND ENVIRONMENTAL I3AZARDS The City does not warrant or guarantee against the possibility that safety or envirorunental hazards or potential hazards (including premises and special defects) may e�st at the City's facilities. The Contractor shall be responsible for identifying any hazardous conditions and notifying the City of these conditions in writing no later than 30 days after contract award and prior to initiation of service delivery on the property. This will be accomplished by the Contractor conducting an environmental assessment and an occupational health, and safety PAGE 11 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling inspection of the service bay or field service areas by competent, qualified and appropriately licensed practitioners. The costs of these inspections and any subsequent corrective action will be negotiated between the City and the Contractor. All contractors to the City of Denton are required to ensure absolute safety standards are applied and enforced. The Ciiy of Denton will not be responsible for individual contractor safety, and the awarded contractor shall not hold the City of Denton responsible. Known hazards shall irntnediately be reported and all safety precautions shall be taken to prevent potential safety issues from occurring. 18. C�NTRACTOR STANDARDS OF PERFORMANCE Monthly Time Standards - Contractors shall fully understand that the City relies on the product or service of the RFP to provide vital municipal services, and the availability and reliability of the equipment is of the essence. With this in mind, the Contractor shall meet the following performance standards at all times. Labor disputes, strikes, and other events, except those beyond the Contractor's control such as acts of God, shall not relieve the Contractor from meeting these standards. For service category, the Contractor must ensure the given level of service is achieved, within the designated number of working hours. Contractor shall deliver goods or services within specified delivery times for 95% of all orders. 19. PERFORMANCE LIQUIDATED DAMAGES The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standards as outlined below: The Contractor shall be assessed a one (1%) percent fee first day when any one of the performance standards outlined above are not met in full - 95% on time delivery services. The Contractor shall be assessed a two (2%) percent fee each subsequent day when performance standards outlined above are not met within 95% on time delivery services. At the end of each week, the City will review the reports and determine the percentage of penalty to be assessed to the Contractor. 20. WARRANTIES The contractor shall provide a warranty that is standard in the industry. Repair or Maintenance of fleet not performed to industry standards shall be accomplished at the contractor's expense, at the option of the City. �1. INSURANCE Respondent shall provide, upon award, a ceriificate of insurance evidencing their insura.nce coverage's and amounts per Insurance and Workers' Compensation Requirements - Attachment A. PAGE 12 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling 22. CONTRACTS The successfiil awarded vendor will be required to sign an original contract. A sample contract is provided in Attachment I— Sample Contract. Respondents shall review the document and note exceptions in the proposal. 23. ANTICIPATED PROBLEMS AND PROPOSED SOLUTIONS Respondent shall offer written observations, based upon previous experiences in public projects of this magnitude, addressing any anticipated problems and offer proposed solutions to those problems. PAGE 13 OF RFP #5217 Respondent's Initials TW 1. 2. 3. C� CITY OF DENTON RFP FOR Structured Communications Cabling Section II Procurement Process and Procedures SCHEDULE OF EVENTS The City of Denton reserves the right to change the dates indicated below: Solicita.tion Schedule: Issue RFP: Deadline for Submissian of Questions: Deadline for Submission of Proposal: Evaluate and rank initial results: Completion of Negotiations: Off'icial Award: 03/25/2013 04/05/2013 at 2:00 PM Central Time 04/16/2013 at 2:00 PM Central Time 04/19/2013 04/24/2013 OS/07/2013 The City of Denton is using the RFP `Issue Date' as noted in the Schedule of Events above as the officia130 day notification requirement for an interview with a firm. PROPOSERS COST TO DEVELOP SUBMITTAL Respondents to this RFP are responsible for a11 costs of submittal preparation, delivery and any oral presentations required as part of the selection process. All materials submitted in response to the RFP become properiy of the City of Denton and will be returned only at the option of the City. Mi1�lIlVILTM RESPONSE Submittals that do not, at a nvninzum, contain the information as specified under Section III and Exhibit 1 Pricing Sheet will be subject to disqualification at the sole discretion of the City of Denton. If any Firm submitting a Proposal is a corporation, it must be registered to conduct business in the State of Texas. Proof of this registration must be included as part of the submitta.l. VALIDITY PERIOD The information included in the solicitation response(s), and any cost information obta.ined from a negotiation process, remain valid for 120 days from the response due date or until the contract is approved by the governing body. 6. REJECTION OF SUBMITTAL ANY PROPOSAL SUBMITTED AFTER THE DUE DATE ANID TIlVIE SPECIF7EED WITHIN SECTION III, SHALL $E REJECTED. �HE CITY SHALL REJECT PROPOSALS SUBMTTTED BY FIltMS THAT DO NOT MEET MINIMUM QUALIFICATION5. PAGE 14 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling The City of Denton reserves the right to reject any and all submitta.ls received in response to the RFP and to waive any minor technicalities or irregularities as determined to be in the best interest of the City. 7. PROPRIETARY INFORMATION If a Proposer does not desire proprietary information in the Proposal to be disclosed, the Proposer shall identify all proprietary information in the Proposal. This identification will be accomplished by individually marking each page or line itern detail with the words "Proprietary Information". If the Proposer fails to identify proprietary information, the Proposer agrees that by submission of its Proposal, that those secti.ons shall be deemed non-proprietary and made available upon public request. Proposers are advised that the City, to the extent pernutted by law, will protect the confidentiality of all Proposals. Proposer shall consider the implications of the Texas Public Information Act, particularly after the RFP process has ceased and the Contract ha.s been awarded. While there are provisions in the Texas Public Information Act to protect proprietary information, where the Proposer can meet certain evidentiary sta.ndards, please be advised that a determination on whether those sta.ndards have been met will not be decided by the City of Denton, but by the Office of the Attorney General of the State of Texas. In the event a request for public information is made, the City will notify the Proposer, who may then request an opinion from the Attorney General pursuant to 552.305, Texas Government Code. The City will not make a request of the Attorney General. 8. NON-ENDORSEMENT If a Proposal is accepted, the successful Proposer shall not issue any news releases or other statements pertaining to the award or servicing of the agreement that state or imply the City of Denton's endorsement of the successful Proposer's services. �1��[*�1� :���_� !/�ZKI]u �u, -'_lll�l C�1:11�1 _[1)►� After release of this solicitation, Proposer contact regarding this RFP with members of the RFP evaluation, interview or selection panels, employees of the City or officials of the City other than the Purchasing Manager, or authorized City of Denton purchasing staff, or as otherwise indicated is prohibited and may result in disqualification from this procurernent process. No officer, employee, agent or representa.tive of the Proposer sha.11 have any contact or discussion, verbal or written, with any meinbers of the City Council, members of the RFP evaluation, interview, or selection panels, City staff or City's consultants, or directly or indirectly through others, seeking to influence any City Council member, City staff, or City's consultants regarding any matters pertaining to this solicitation, except as herein provided. If a representative of any Proposer violates the foregoing prohibition by contacting any of the above listed parties with who contact is not authorized, such contact may result in the Proposer being disqualified from the procurement process. Any oral communications are considered unofficial and non- binding with regard to this RFP. 10. ADDENDiTMS PAGE 15 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling Proposers are required to submit signed addendum acknowledgement(s) with their proposal. Proposers will be responsible for monitoring the City of Denton Purchasing Website at: http://www, citvofdenton. com/index. aspx?pa�397 to ensure they have downloaded and signed all addendum(s) required for submission with their proposal. 11. CONTACT BETWEEN PROPOSER AND THE CITY OF DENTON Respondents shall direct all inquiries and communications concerning this RFP to the Point of Contact(s) listed below: Citv of Denton Procureinent Point of Contact: Cindy Alonzo Buyer 901-B Texas Street Denton, T'X 76209 (940)349-7100 Fax: (940) 349-7302 Cynthia.Alonzo�a,citvofdenton, com PAGE 16 OF RFP #5217 Respondent's Tnitials TW CITY OF DENTON RFP FOR Structured Communications Cabling Section III Submittal Requirements Proposals shall address the following criteria, For consideration, the nroposal must submit the minimum criteria noted below. Proposals shall, as a ininimum, include all the infonnation described in Items 1 through 10 below to be considered responsive. The `Business Overview Questionnaire" included as Attachment C is an acceptable format for providing much of this infonnation. A Microsoft Word copy of this form will be provided on receipt of an email request. Other infonnation, if provided, shall be included as appendices at the back of the proposal, A firm may submit a solicitation response for one or more of the categories of services requested in this RFP. The City of Denton shall accept written submissions only, until April 16, 2013 at 2:00 p.m. Firms shall submit one original copy signed by an officer authorized to bind the company, and 3 copies of the completed response to this solicitation in a sealed envelope. Additionally, tlae respondent slaall provide a formatted CD(s) or memory drive, containing a complete copy of tlae contractor's response to tlzis solicitation, or submit electronicc�lly to ebids@cityofdenton.com. The fonnat shall be in Microsoft O�ce format. Submit rip cing for requested services a� provided in Exltibit 1. Pricing sl:all be provided in hard copy with the written submtssion, and also e-mailed in Excel to ebid�a,citvof�enton.com befare the proposal due date. The format shall be in Microsoft Word and Excel fonnat only. Submittals shall include on the envelope and the cover sheet the following information: Request for Proposals (RFP) # 5217 — Siructured Communications Cabling. Proposals may be hand delivered (by firm or express courier) to the address listed below; however, e-mailed only submittals will not be accepted. Additionally, no ora1, telephone, telegraphic, or facsimile proposals will be accepted. Where solicitation responses are sent by mail or courier, the responsibility of timely delivery is the respondent's. Pages should be numbered and contain an organized, paginated table of contents corresponding to the section and page of the submittal. Appendices inay be used for general firm infonnation. The solicitation response shall be no more than 200 pages in length (excluding sample contracts, directories, and lists, etc.). All submittals, whether mailed or delivered by courier shall be sent to and received no later than APRIL 16, 2013 at 2:00 p.m., Central Time at the following address: City of Denton Attention: Cindy Alonzo, C.P.P.B, CTL, A.P.P. Buyer 9015 Texas Street, Denton, TX 76209 940-349-7100 Written proposals must be submitted by 2:00 p.m. on the response due date. Anv proposal received after the date andlor hour set for proposal opening will be returned unopened. The City of Denton reserves the right to accept or reject in part or in whole any PAGE 17 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling proposals submitted, and to waive technicalities of the submission, in the best interest of obYaining best value for the City. Each Contractor is responsible for taking the necessary steps to ensure their proposal is received by the date and time noted herein. The City is not responsible for inissing, lost or late mail or any mail delays, interna.l or external, that may result in the proposal arriving after the set tim.e. Proposals shall include on the envelope and the cover sheet with the RFP number and name. l. COVER SHEET Include Respondent Company name, contact information, RFP number and na,me. 2. INTRODUCTION (EXECUTNE SUMMAR� —1 Page Maximum Briefly describe your understanding of the requested services, important issues, and City requirements. 3. FIItMS ORGANIZATION a. Name and Address of the Individual or Business T-DATACOM, INC. 2198 COVEY CIRCLE SANGER, TEXAS 76266 b. General overview of the Business Structured Cabling in both Coimnercial and Residential applications, from consultation to design and installation. Including but not limited to project completion of DATA (CAT SE, 6 and 6E), FIBER, VOICE, WIIZELESS, CELLULAR REPEATER, and COAX. c. Business Profile(s}, including: 1) Type of Business (liinited partnership, corporation, etc.) S- corporation 2) Business History and Age: 2008 5 years 3) Susiness Size (including number in each required discipline) 4) Areas of special concentration: Structured Cabling & Cellutar Repeaters 5) Telephone nlunber and fax nutnber: 214-690-7629 fax- 940-458-0613 6) Number of year firm in business: 5 years 7) Amount of equity capital of the firm 8) Nuinber and location of offices in Texas: 1 9) Location of the office froin which the work is to be managed: Sanger, Tx �0) Service description with specific descriptions of responsibilities, successes and failures related to the project. Include website LTRLs for any service projects for which they are availabla: ZERO Failures 11) Name and contact information for the project manager or other key contact with the entity contracring these products or services: Troy Waldrop as above. 12) Details of any awards received. PAGE 18 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling As stated above, completion of Attachment C- Business Overview Form may substitute for submission of the above information. Additionally, firms may submit additional inforxnation, to ensure a more complete understanding of the �rm, and comprehension of the capabilities. 4. RELEVANT EXPERIENCE AND CAPABILITIES The responding individual or business shall provide pertinent information about the individual or business and related experience(s) with the requested products or services. Indicate what resources the individual or business will ha.ve available to allocate to the project. The respondent must currently be licensed to perform work in the State of Texas. A copy of current licensing must be included in your proposal. Relevant experiences and capabilities of the individual or business teain members and team as a whole will be rated by the City by a review of both completed and on-going assignments, years of relevant experience in communities of comparable size, and credentials; greater weight will be given to project e�erience within the past five (5) years containing the team members proposed: a. Include three (3) examples of past work that has been successfully implemented or services provided. Attached b. Eight (8) years experience with similar products or services, provide a description. Included c. A standard license or certification, if applicable. d. A defined level of industry knowledge and understanding: Troy Waldrop has 33 years of knowledge and experience in the industry and possesses an unparalleled understanding of the custoiners' needs and requirements. e. The individual or business must be registered by the State of Texas or the County of Denton as a business and the must have all licensure required by the State to provide any services. Included The individual or business must disclose any business relationship that would have an effect, of a conflict of interest. A conflict of interest stateinent inust be signed as part of the contract negotiated with the awardee(s). None 5. DISCLOSURES a. Respondent shall detail any an.d a11 relevant history of litigation involving public projects. None b. Respondent shall detail any and all exceptions within the proposal response. None PAGE 19 OF RFP #5217 Respondent's Initials TW CITY OF QENTON RFP FOR Structured Communications Cabling c. The individual or business must disclose any business relationship that would have an effect, of a conflict of interest. A conflict of interest sta.tement inust be signed as part of the contract negotiated with the awardee(s). None 6. REFERENCES Respondent shall provide references including conta.ct names, e-mail addresses and current, correct phone nu.mbers of Firms or public entities for which you have performed similar professional services. Respondent shall complete Attaclunent F— References. 7. FEE STRUCURE —PRICING Submit pricing for requested products or services as provided in E�ibit 1. Pricing shall be provided in ha.rd copy and emailed in Excel to ebids(a(a�citvofdenton.coin before the proposal due date. Given the indeterminate scope of the work at this time, the City of Denton recognizes the impracticality of soliciting a lump surn price without significant contingencies. While pricing will be a basis for selecting a Contractor, it will not be the sole detern�ining factor. The successful Contractor shall submit the most creative approach to providing a quality design solution, as well as economical installation. The proposal should respond to the base scope and specifications as defined. 8. EQUIPMENT SCHEDULE NOT APPLICABLE 9. SAFETY RECORD NOT APPLICABLE 10. ADDITIONAL GENERAL REQUIREMENTS a. Prior to commencement of the services, the City and selected individual or business will conduct an initial meeting to review the overall scope, schedule, deliverables and plaiuung process to implement a successful program. b. The awarded Contractor shall provide to the City of Denton, detai.led reports of time and services provided to the City on a monthly ba5is. c. Staff available to assist the selected provider is limited; the proposals submitted should not anticipate e�ensive staff assistance during e4uipment repairs or maintenance. PAGE 20 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling Section IV Evaluation and Award 1. EVALUATION PROCEDURES Selection of a Firm(s) to provide the aforementioned services will be in accordance with the City of Denton Purchasing Policies and procedures and the State of Te�s Local Govexnment Code 252.043. The City of Denton shall open all proposals and evaluate each respondent in accordance to the below criteria: Step 1: The City of Denton will evalua.te the Proposal submission in accordance with the selection criteria and will rank the Firxns on the basis of the submittals. The City of Denton, reserves the right to consider information obtained in addition to the data submitted in the Proposal. The selection criterion is listed below: a) Indicators of Probable Performance under contract (FACTOR: 20%). Indicators of probable performance under the contract to include: past vendor performance, financial resources and ability to perform, experience or demonstrated capability and responsibility, references, and the vendor's ability to provide reliable maintenance agreements and support. b) Delivery Timeframe (FACTOR: 20%). The delivery time frame for goods after receipt of order (A.R.0) c) Compliance with Specifications, Quality, Reliability, Characteristics to meet stated or implied needs (FACT�R 10%) Compliance with the stated specification(s), coupled with the quality and reliability of the goods and services, such as fitness for use that meets or exceeds custorners expectations, and the characteristics of the product or service that bear on its ability to ineet the stated/implied needs. d) Price, Total Cost of Ownership (FACTOR: 50%). The price of the items, to include total� cost of ownership, such as installation costs, life cycle costs, and warranty provisions. In addition to the above factors, others that can be utilized as stated within Local Government Code 252.043 are: (1) the extent to which the goods or services meet the City's needs, (2)the impact on the ability of the City to comply with the laws and rules related to contracting with historically underutilized businesses and non-profit organizations PAGE 21 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling employing persons with disabilities, (3) the long term cost to the City to acquire the respondents' goods and services, and (4) any relevant criteria specifically listed in the solicitation by the City. The total possible score of the proposals shall be scored and weighted as indicated in Section N, Step 1 items a-d. Based on the outcome of the computations performed, each proposal will be assigned a raw score. The assigned weight will then be applied to these scores to calculate an overall score for each proposal for completion of the final scoring process. The proposals sha11 be evaluated utilizing standard tools, based upon the weighted factors above, and will be assigned a final score. The City of Denton will proceed to 5tep 2, with the Firm(s) that are considered within the competitive range and present an overall best value to the City of Denton. Step 2: After the final ranking of the proposals and determination of Firm(s) that provide a best value to the City and are witxun the competitive range, provided the City of Denton elects to proceed without oral discussions, the City will immediately proceed to negotiate fmal pricing, terms and conditions with the highest ranked Firm or Firms. The City of Denton mav elect to conduct oral discussions, request clarifications, and , presentations concerning the project approach and ability to fumish the requirements, as part of the negotiation process. The City may elect to utilize a Best and Final negotiation phase to detennine the Firm that provides the overall best value to the City. Step 3: The City of Denton Procurement Department sha11 provide a written recommendation to the City of Denton City Council, which represents "best value" and request authorization to proceed with contract execution for the proposed services. In accordance with Local Government Code 252.�49, trade secrets and confidential information in competitive sealed bids are not open for public inspection. All proposals shall be opened in a manner that avoids disclosure of the contents to competing offerors and keeps the proposals secret during negotiations. A public opening will not be conducted with this process. THE AWARD PROCESS IS CONSIDERED OPEN AND ON-GOING UNTIL ALL FINAL NEGOTIATIONS HAVE CONCLUDED. After the contract has been awarded all proposals are open for public inspection and the unsuccessful respondent(s) may request a debriefing regarding their submittal. Please contact the City of Denton Materials Management staff to document the request for a debriefing. A meeting with the City of Denton Materials Management Staff and the using Department shall be provided in a tiinely manner. PAGE 22 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling 2. AWARD The Ciiy reserves the right to award by line item, section, or by entire proposal; whichever is most advantageous, or provides the "best value" to the City, unless denied by the bidder. 3. PREFERENCES A. Environmentally Preferable Purchasing Policy Texas Local Government Code, Sec. 271.907. VENDORS THAT MEET OR EXCEED A1R QUALITY STANDARDS. (a) In this section, "governmental agency" has the meaning assigned by Section 271.003. (b) This section applies only to a contract to be performed, wholly or partly, in a nonattainment area or in an affected county, as those terms are defined by Section 386.001, Health and Safety Code. (c) A governmental agency procuring goods or services may: (1) give preference to goods or services of a vendor that deinonstrates that the vendor meets or exceeds any state or federal enviromnental standards, including voluntary standards, relating to air quality; or (1) require that a vendor demonstrate that the vendor meets or exceeds any state or federal environmental standards, including voluntary standards, relating to air quality. (d) The preference may be given only if the cost to the governmental agency for the goods or services would not exceed 105 percent of the cost of the goods or services provided by a vendor who does not meet the standards. The cost may not exceed $100,000. This provision shall comply with City of Denton Resolution R2007-032. PAGE 23 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabiing Section V Payment and Performance Requirements 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 Sidder, Contractor or Supplier. Any deviations must be in writing and signed by a representative of the Ciiy's Procurement Department and the Supplier. No Terms and Conditions contained in the Sellers Proposal response, Invoice or Statement shall serve to modify the tertns set forth herein. If there is a conflict between the provisions on the face of the Contract/Purchase Order these written provisions will take precedence. By submitting an Offer in response to the Solicitation, the Contractor 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, S, 20, 21, and 36 shall apply only to a Solicitation to pwchase 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. PAYMENT AND INVOICES: Pavment processin�: The City review, inspection, and processing procedures for invoices ordinarily require thirty (30) days after receipt of invoices, materials, or services. Proposals which call for payment before thirty (30) days from receipt of invoice, or cash discounts given on such payment, will be considered only if, in the opinion of the Purchasing Manager, the review, inspection, and processing procedures can be completed as specified. It is the intention of the City of Denton to make payment within thiriy days after receipt of valid invoices for which items or services have been received unless unusual circuxnstances arise. The 30 day processing period for invoices will begin on th.e date the invoice is received or the date the items or services are received, whichever is later, Direct deposit for pavments: Contractors are encouraged to arrange for receiving payinents through direct deposit. Information regard.ing direct deposit payments is available from the City of Denton Purchasing website: www.dentonpurchasin .�coin, Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract administrator. It is the intention of the City of Denton to make payinent on completed orders within thiriy days after receipt of invoice or items;� whichever is later, unless unusual circumsta.nces arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. Upon contract award, suppliers are encouraged to receive payments through direct deposit. PAGE 24 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling 2. TAX EXEMPTION: The City of Denton qualifies for sales tax exemption pursuant to the provisions of Article 20.04 (F) of the Texas Limited Sales, Excise and Use Tax Act. Any Contractor performing work under this contract for the City of Denton may purchase materials and supplies and rent or lease equipment sales tax free. This is accomplished by issuing exemption certificates to suppliers. Certificates must comply with State Comptroller's ruling #95-0.07 and #95-0.09. 3. PAYMENT TO PERFORMANCE MII.�ESTONES: Awarded contractor sha11 prepare and submit invoices after completion of specific project milestones. The invoice shall deta.il the major milestanes accomplished and detailed cost information for project. These milestones shall be submitted to the City of Denton and the City's Project Staff shall review such for cornpletion and accuracy, prior to payment authorization. The respondent shall complete Exhibit 1, pricing sheet. PAGE 25 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling Section VI 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 Cont�acts/Purchase Orders issued by the City of Denton hereinaf�er referred to as the City or Buyer and the Seller herein after referred to as the Bidder, Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the Sellers Proposal response, Invoice 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 submittiug an Offer in response to the Solicitation, the Contractor 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 piu•chase Services to be peifoi7ned principally at the City's premises or on public rights-of-way. 1. CONTRACTOR' S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor's Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good com�nercial 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 Contractor's name and address, (b) the City's name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHISTTED: The Contractor 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 acce�ts the deliverables. PAGE 26 OF RFP #5217 Respondent's Initials TW CITY �F DENTON RFP FOR Structured Communications Gabling 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor's price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery sha11 be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not liinited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City has the right to inspect the Contractor's, or the Contractor's Subcontractor's, facilities, or the deliverables at the Contractor's, or the Contractor's Subcontractor's, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDTTION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient inanner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City's service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect perfortnance of the Contractor's obligations under the contract. The Contractor hereby releases and holds the Ciiy harmless from and against any liabiliiy or claiin for damages of any kind or nature if the actual site or service conditions differ from expected conditions. 10. WORKI�'ORCE A. The Contractor shall einploy only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a�rearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other into�cating 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 Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed PAGE 27 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigratian: The Contractor represents and warrants that it shall cornply with the requirements of the Irnmigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verif'ication fonns for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Ixnmigration Reform and Immigrant Responsibility Act of 1996 ("IIlZIRA) enacted on September 30, 1996. 1 l. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIltONMENTAL REGULATIONS: The Contractor, it's Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmentallaws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indeinrufy and hold the City harmless from and aga.inst all claims, dema.nds, suits, aciions, judgrnents, �nes, penalties and liability of every kind arising froin the breach of the Contractor's obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with a11 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 Contractor sha11 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. S. 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 a.nd the freight waybill, when applicable, shall be attached to the invoice. The Contractor's name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor's registration with the City. Unless otherwise instrucied in writing, the City may rely on the remittance address specified on the Contractor's invoice. C. Invoices for labor shall include a copy of a11 time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a ta.bulation of work hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. � D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at acival 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. PAGE 28 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling 13. PAYlV�NT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirly (30} calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A}; interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the magimum 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 axe authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payinent or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverabl�s by the Contractor; ii. third parry claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such clarms; iu. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv, damage to the properiy of the City or the City's agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor's obligations will not be completed within the time specified in the Contract, and that the unpa.id balance would not be adequate to cover actual or liquidated dainages for the anticipated delay; vi, failure of the Gontractor to submit proper invoices with purchase order number, with all required attachments and supporting documenta.tion; or vii. failure of the Cantractor 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 far delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contrxct is dependent upon the availability oi 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 sha11 render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any iiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insuf�cient to permit the City to pay its obligations under the Contract. In the event of none or inadequa.te appropriation of funds, there will be no penaliy 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 Contractor, unless otherwise stated in the contract terms. PAGE 29 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DSE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendax day after - completion of all work under the contract. Final payrnent, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claixns (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after fina.l inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4} arising from the Contractor's continuing obligations under the Contract, including but not liinited to indemnity and warranty obligations, or (5) arising under the City's right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECTAL TOOLS & TEST EQIIIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereta shall become the property of the City and sha11 be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an aud.it is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be bome by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City's sole discretion, grounds for tennination thereof. Each of the terms "books", "records", "doctunents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if sucli drafts or electronic files are subsequently used to generate or prepare a final printed document. 1 S. SUSCONTRACTORS: A. If the Contractor identified Subcontractors in a DSE/MBE/WBE agreed to Plan, the Contractor shall comply with a11 requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute PAGE 30 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Pian has been approved, the Contracior is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract rnay not conflict with the terms of the Contract, and shall conta.in 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 froin further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications foz payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain an.d maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest sha11 appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C: The Contractor shall be fully responsible to the City for all acts and oinissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payinent of any inoneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRA.NTY-PRICE: A. The Contractor wanants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar tenns of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consulta.tion, 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 reinedy available, the City may deduct from any amounts owed to the Contractor, ar otherwise recover, any amounts paid for items in excess of the Contractor`s current prices on orders by others for like deliverables iander siinilar terins of purchase. 20. WARRANTY — TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. PAGE 31 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling 21. WARRANTY — DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicita.tion, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and induslxy codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the wananty 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 Contractor shall proinptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforining 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 Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City's rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract froin the Contractor, and purcl�ase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer's warranty; the Contractor shall transfer and assign such manufacturer's warranty to the City. If for any reason the manufacturer's warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer's warranty for the benefit of the City. 22. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaun the foregoing warranty or any warranty iinplied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidenfal to such additional performance shall be borne by the Contractor. The Ciiy shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City's rights under tiv s section, PAGE 32 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as requrxed by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase confortning services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORNNIING DELIVERABLES: If, instead of requiring immediate correctiori or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor 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 fina.l payment, the City may deduct such amounts as are necessary to compensate the City for the dirninished value of the defective or non-conforming deliverables. If ihe acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24, RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party's intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time speci�ed after demand is made, the demanding party inay treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractar (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of perfonnance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresenta.tion in Contractor's Offer, or in any report or deliverable required to be subinitted by the Contractor to the City. 27. TERMIl�TATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to ternunate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence suf�cient to prove to the City's reasonable satisfaction that such default does not, in fact, eaust. In addition to any other remedy available under law or in equity, the City sha11 be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor's default, including, without limita.tion, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City's vendor list for three (3) years PAGE 33 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days' priar written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for a11 goods delivered and services performed and obligations incurred prior to the date of termination in accorda.nce with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action, 30. DELAYS: � A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractar must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither pariy 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, ar any other cause beyond the reasonable control of such Parry. 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 e�ended; 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 perfonn. 31.1NDEN�IITY: A. Definitions: i. "Indemnified Clavns" 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 inechanisin, including attorney and other professional fees for: (1) daxnage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of incorne or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor's subcontractors, and third parties), ii. "Fault" shall include PAGE 34 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP F�R Structured Communications Cabling the sale of defective or non-conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITI�, INDEMNg'Y, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS N��L1Vii ESS FROM AND AGAINST ALL INDEMN�'IED CLAIlVIS DIlZECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE C�NTRACTOR (INCLUDING, BUT NOT LIlVIITED TO, THE RIGHT TO SEEK CONTRIEUTIOl� AGAINST ANY THIRD PARTY WHO MAY SE LIASLE FOR AN INDEMNIFIED CLAIlVI. 32. INSURANCE: The following insurance requireinents are applicable, in addition to the specific insurance requirements detailed in Attachment A. The successful firm shall procure and maintain insurance of the types and in the miuimurn amounts accepta.ble to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage's and endorsements required to the City as veri�cation of coverage prior to contract execution and within fourteen (14) calendar days after written request froin the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an e�ension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obta.ined and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limita.tion of liability on the part of the Contractor. iv, The Contractor must subinit certi�cates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the proj ect. v. The Contractor's and a11 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 Certi�cate of Insurance shall contain the solicitation nuxnber and the following information: PAGE 35 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling City of Denton Materials Management Department 901 B Texas Street Denton, Texas 76209 vii. The "other" insurance clause shall not apply to the City where the City is an additiona.l insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Uinbrella 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 lnake 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 underv�riter on any such policies. x. The City reserves the right to review the insurance requireinents set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deeined 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 Contractor. xi. The Contractor sha11 not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for preiniums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City tivrty (30) calendar days' written notice of erosion of the aggregate liinits below occurrence limits for all applicable coverage's indicated within the Contract. xiv. The insurance coverage's specified in within the solicitaiion and requirements are required ininimutns and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requireinents: Specific insurance requirements are contained in the solicitation i_nstrument. 33. CLAIlVIS: If any claim, deinand, suit, or other action is asserted against the Contractor which arises under or eoncerns the Contract, or which could have a material adverse affect on the Contractor's ability to perforxn thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. PAGE 36 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications rnay be made by first class mail, telefa�, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 941B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND C�NTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become properiy of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly inaxked 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. 36. NO WA.RRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor's breach of any of Contractor's representations or warranties stated in this Contract, In the event of any such claim, the Ciiy shall have the right to monitor such clairn or at its option engage its own separate counsel to act as co-counsel on the City's behalf. Further, Contractor agrees that the City's specifications regarding the deliverables shall in no way diminish Contractor's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impaci such warranties of Contractor. 37. CONFIDENTIALTTY: In order to provide the deliverables to the City, Contractor may require access to certain of the City's and/or its licensors' confidential information (in.cluding inventions, employee i�formation, trade secrets, coflfidential know-how, confidential business information, arid other information which the City or its licensors consider confidential) (collectively, "Conf'idential Information"). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City andlor its licensors and any una.uthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will mainta.in the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or PAGE 37 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling 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 a.n order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to pern�it the City reasonable time to seek an apprapriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor 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 Conf'idential 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 Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by tlie City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a fonn 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 Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City's sole or joint ownership of any such deliverables arising by virtue of the City's sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for- hire, the Contractor hereby assigns to the City (and agrees to cause each of its ernployees providing seryices to the City hereunder to execute, acknowledge, and deliver an assignment to the City o� all worldwide right, title, and interest in and to such deliverables. With respect to such work inade-for-hire, the Contractor 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 CiLy upon delivery of such deliverables to the City or at such other tune as the City may request. C. Additional Assigmnents. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths,. assi�lltllents, and all other instruments which the City might reasonably deem necessary in order to apply for and obta.in copyright protection, mask work registration, trademark registration and/or protection, leiters patent, or any sv.nilar 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 Contractor's obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. PAGE 38 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise 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 Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or u.nderstanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies inaintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determina.tions with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTItACTS: No o�cer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct ar indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Coniractor shall render the Contract voidable by the City, The Contractor shall complete and submit the City's Conflict of Interest Questionnaire (Attachment G). 44. INbEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for emplayees of the City of Denton, Te�s for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City einployee benefit. The City sha.11 not have supervision and control of the Contractor or any employee of the Contractor, a.nd it is expressly understood that Contractor sha11 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. PAGE 39 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling 45, ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignrnent or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, finn 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 claiin or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by eith.er the Contractor or the City of any one or more events of default by the other pariy shall operate as, or be construed to be, a permanent wa.iver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document sha.11 have any force or effect to change the terms, covenants, and conditions of the Contract. - 48. INTERPRETATION: The Contract is intended by the parties as a final, complete an.d exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of perfonnance or usage of the trade shall be relevant to suppleinent 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 pariy or the other. Whenever a terrn 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 dainages. However, this section does not prohibit the filing of a lawsuit to toll the ru�uvng of a statute of limita.tions or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendax days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision- making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute ttirough negotiation fail, or the parties waive the negotiation process, the parties may select, within thirry (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City PAGE 40 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified ind.ividuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation e�ert. If the parties fail to agree on a mediator within tivrty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City a.nd the Contractor will shaxe 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 thein or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Unifonn Cominercial Code as adopted in Texas, V.T.C.A., Bus. & Coimn. 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 sha11 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. 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 deeined severed froin the Contract and the balance of the Contract sha11 be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties fuxther agree to refonn the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year's Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year's Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. PAGE 41 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling 53. SURVIVASILTTY 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 frorn contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its finn and its principals are not currently suspended or debarred froin doing business with the Federal Goverrunent, as indicated by the General Services Adsninistration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNTrY A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice. No person sha11, 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 discri�nination under any activities resulting from tlus 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. BLTY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally fiunded requirements are applicable, in addition to the specific federally funded requirements detailed in Attachment B. A. Definitions. As used in this paragraph — i. "Component" ineans an article, material, or supply incorporated directly into an end product. ii. "Cost of components" ineans - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transporta.tion 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 inanufacture of the end product. iii. "Domestic end product" means- F (1) An usunanufactuxed and 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 deternunes are not mined, produced, or manufactured in sufficient and reasonably available PAGE 42 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 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 dornestic for this Contract; but will consider for approval fareign articles as domestic for tlus product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documenta.tion with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only doinestic 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 informatian presented in any response to this solicitation, whether amended or not, except as prohibitec� by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requ.ires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent, 59. PREVAILING R'AGE RATES: The awarded contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Detetnvnation at http://www.dol. gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE VV�I'H ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of bene�ts to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to fi�rnishing and performance of the Contract. 61. FEDERAL, STATE, ANll LOCAL REQUIgtEMENTS: Respondent sha11 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 Fonn W-2's to cominon law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers' Coinpensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or Sta.te withholding requirements. Contractor shall PAGE 43 OF RFP #5217 Respondent's Initials TW CfTY OF DENTON RFP FOR Structured Communications Cabling indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORI�LACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 1Q0-690, 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 far drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280; Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amend.ments to the fmal rule that inay hereafter be issued. 63. RESPONDENT LIABILTTY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent sha.11 be liable for all damages to govermnent-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under ihe Contract should it be prevented froin performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton, In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circuxnstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall imrnediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writang 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 Coniract 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 lunit, iinpair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract v✓ill not be construed as a waiver of any continuing or succeeding breach. 66. NO WAiVER OF S�VEREIGN IlVIMUNITY: 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 irnrnunities from suit or from liabiliiy.that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Aud.itor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant PAGE 44 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. PAGE 45 OF RFP #5217 Respondent's Initiats TW CITY OF DENTON RFP FOR Structured Communications Cabling ATTACHI��NT A INSURANCE REQUIltEMENTS AND WORi�RS' COMPENSENTATION REQUIREMENTS Respondenf's aftenfion is directed to the insurance requirements below. It is highly recommended that respondents confer with their respective insurance carriers or brokers to detemtine in advance of Proposal/Bid submission fhe availability of insurance cerfi�cates and endorsements as prescribed and provided her�in. If an apparent low respondent fails to comply strictly with the insurance requirements, that respondent may be disquali�ed from award of the contract. Upon contract award, atl insurance reguirements shall become contracfual obligations, which fhe successful contractor shall have a dufy to maintain throughout the course of this coniract. STANDARD PROVISIONS: Wifhout limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracfed work has been completed and accepted by the City of Denton, Owner, fhe minimum insurance coverage as indicafed hereinafter. As soon as practicable after notifrcation of contract award, Contracfor shall frle with the Purchasing Departmenf safisfactory certi�cates of insurance including any applicable addendum or endorsemenfs, containing the confract number and title of the project. Coniractor may, upon wriiten request to the Purchasing Department, ask for clarification of any insurance requiremenfs at any time; however, Contractors are strongly advised to make such requests prior to proposal/bid opening, since the insurance requirements may noi be modified or waived after proposal/bid opening un/ess a written excepiion has been submitted with fhe proposal/bid, Confractor shall not commence any work or deliver any material unfil he or she receives notification that the contracf has been accepted, approved, and signed by fhe City of Denfon. All insurance policies proposed or obtained in satisfacfion of these requirements sha/I comply with fhe following general specifications, and shall be maintained in compliance with these general specificafions throughout fhe duration of the Contract, or longer, if so noted: Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A- VII or better. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: ■ Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. PAGE 46 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. • Cancellation; City requires 30 day written notice should any of the policies described on the certifcate be cancelled or materially changed before the expiration dafe. • Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory e�idence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: AII insurance policies proposed or obtained in safisfaction of fhis Contract shall additionally comply wifh the following marked specifications, and shall be mainfained in compliance wifh these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. PAGE 47 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than 500 0.00 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • � any auto, or • all owned hired and non-owned autos. [X] Workers' Compensation Insurance Contractor shall purchase and maintain Workers' Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $� 00,000 for each accident, $100,000 per each employee, and a$500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work perFormed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers' Compensation Commission (TWCC). [] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract: Coverage shall be on an "occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,OOO,D00.00 aggregate. PAGE 48 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling [] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable fo the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professionat Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City af Denton and all subcontractors as their interests may appear. [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a"blanket" basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits af not less than $ each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. PAGE 49 OF RFP #5217 Respondent's Initials T�J CITY OF DENTON RFP F�R Structured Communications Cabling ATTACHIV�NT A [X] Workers' Compensation Coverage for Building or Construction Projects for Governmental Entities A, Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing sta.tutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the tirne from the bea nning of the work on the project until the contractor's/person's work on the project ha.s been completed and accepted by the governmental entity. Persons providing services on the project ("subconiractor" in §406.096) - includes a11 persons or entities performing all or part of the services the contractor has underta.ken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, awner-operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a proj ect. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, wkuch meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governinental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the project, so the governmental entity will have on file certi�cates of coverage showing coverage for all persons providing services on the project; and PAGE 50 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the te�, forin and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: l, provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the stalutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4, obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the proj ect; 5. retain all required certi�cates of coverage on file for the duration of the project and for one year thereafter; PAGE 51 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling 6, notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) -(7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, tha.t the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the coxnmission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor's failwe to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. PAGE 52 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling ATTACHII�NT B NOT APPLICABLE Pi4GE 53 QF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling ATTACHIV�NT C BUSINESS OVERV�W QUESTIONNAIRE AND FORMS l. Contractor Name: T-DATAC�M,INC. 2. Address (Principal Place of Business): 2198 COVEY CIRCLE, SANGER TEXAS 76266 3. Does your company have an esta.blished physical presence in the State of Te�.s, or the City of Denton? Yes 4. Tax Payer ID#: 1-26-3495623-4 5. Email Address of Primary contact: nb�tcom@gmail.coin 6. Website Address: http://www.nt�com.com/ 7. Telephone: (214) 690-7629 8. Fax: (940) 458-0613 9. Other Locations: None 10. Organization Class: Partnership Individual Corporation (X) Association 11. Date Established: 10/01/200 S 12. Former Business Naa.ne: MAXX DATACOM 13. Date of Dissolution: 09/� 1/2008 14. Subsidiary of- N/A 1S. Historically Underutilized Business: Processing 16. Principals and Officers: Troy Waldxop Please detail responsibilities with the name of each principal or officer. 17. , Key Personnel and Responsibilities: Troy Waldrop — As ounier operator of T-DATACOM, INC. I am responsible for all aspects of day to day operations, This includes purchasing, installation and maintaining the highest level of customer service. PAGE 54 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling Please deta,il responsibilities with the name of each key personnel. 18. Number of Personnel by Discipline: 1 Discipline Ntunber of Staff # Registered 19. Services Provided by Contractor: Structured Cabling in both Commercial and Residential applications, from consultation to design and installation. Including but not lunited to project completion of DATA (CAT SE, 6 and 6E), FIBER, VOICE, and COAX. City of Denton: Facilities Management Building; Provided turn-key installation of structured cabling for new construction. South Branch Library; Same as above. Denton Municipal Airport: Same as abave. City of Corinth: Corinth Folice Deparhnent; I was responsible for managing the entire project of cabling for the new Il' phone system installation. City Ha�l; Provided support for integration of new IP �hone system and installed necessary structured cabling, while working with the existing infra-structure. Denton County: . Multiple turn-key structured cable installation involving both new and existing facilities. Carswell Air Force Base: Sa�ne as above. T-DATACOM has prefonned sunilar services for the following coinpanies in the requested tiuiefra�ne af well over 2 year: BeautiConirol �nventure Health Care Associates ADP Hein and Associates C.P.A. 20. F3as your company filed or been named in any litigation involving your company and the Owner on a contract within the last five years under your current company name or any PAGE 55 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling other company name? If so provide deta.ils of the issues and resolution if available. Include lawsuits where Owner was involved. No 21. Please provide at least (3) three references (preferably municipalities) and contract amounts. Include project description, conta.ct names, position, and organization name and telephone number for each reference listed. See attachment F. See Attachment F 22. Have you ever defaulted on or failed to complete a contract under your current company na.me or any other company name2 If so, where and why? Give nauie and telephone nurnber of Owner. No 23. Have you ever had a contract terminated by the Owner? If so, where and why7 Give name and telephone number (s) of Owner (s). No 24. Has your company implemented an Employee Health and Safety Program compliant with 29 CFR 1910 "General Industry Standards" and/ar 29 CFR 1926 "General Construction Standards" as they apply to your Company's customary activities? No, but having been in the industry for over 33 years I have never had a single safety or compliance issue. 25, Does the selected respondent own testing equipment and possess the ability to test to the most current adopted EIA/TIA standards (and detail)? Yes, T-Datacom, Inc. owns the Fluke DTX- 1800 Cable Analyzer (SN 1141454} that has the ability to test using the most current adopted EIAITIA standards. PAGE 56 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling ATTACHMENT E NOT APPLICABLE PAGE 57 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling ATTACHMENT F REFERENCES Please list three (3) Government references, other thao the City af Denton, who can verify the quality of service your company provides. The City prefers customers of similar size and scope of work to this proposal. REFERENCE ONE GOVERNMENT/COMPANY NAME: Hein & Associates LLP LOCATION: 14755 Preston Rd., Suite 320, Dallas, Texas 75254 CONTACT PERSON AND TITLE: Megan McFarland / Partner TELEPHONE NUMBER: 972-458-2296 SCOPE OF WORK: Wiring and installation for Avaya phone system / Add-Moves-Deletes-Changes REFERENCE TWO GOVERNMENT/CONTPANY NAME: BeautiControl LOCATION: 2121 Midway Rd., Carrolltoq Texas, 75006 CONTACT PERSON AND TITLE: Matt Wierzbicki / IT Director TELEPHONE NUMBER: 469-586-7515 SCOPE OF WORK: Add-Moves-Deletes-Changes REFERENCE Tffit�E GOVERNMENT/COMPANYNAME: Enventure Global Technology_ LOCATION: 15995 Barkers Landing Suite 350, Houston, Texas 77079 CONTACT PERSON AND TITLE:Sedrick Cole/ IT Director TELEPHONE NUMBER: 281-552-2310 SCOPE OF WORK: Add-Moves-Deletes-Changes PAGE 58 OF RFP #5217 � Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling ATTACFIlV�NT G CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other erson doin business with local overnmental enti This questionnaire reflects changes made to.the law by H.B. 1491, 80th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a person Date Received who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the person meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day a,fter 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. ('I'he Iaw requires that you file an updated completed questioiwaire with the appropriate filing authority not later than the 7�' business day after the date tlie origivelly filed questionnaire becomes incomplete or inaccurate.) 3 Name of local government officer with whom filer has an employment or busiuess relationslup. Name of �fficer This sectfon, (item 3 including subparts A, B, C& D), must be completed for each o�cer with whom the �ler has an employment or other business relationship as defined by Section 176.001(1-a), Locai Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local govemment officer named in this section receiving or tikely to receive taxable income, other than investment income, from the filer of the questionnaire? � Yes 0 No • B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direciion of the locaf govemment officer named in this section AND the taxable income is not received from the local governmental entity? 0 Yes 0 No C, ls the filer of this questionnaire employed by a corporation or other business enfity with respect to which the local govemmenf officer serves as an ofFcer or director, or holds an ownership of 10 percent or more? � Yes 0 No D. Describe each affiliation or business relationship. 4 Signature of person doing business with the govemmental entity Date PAGE 59 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling ATTACHNIENT H DISADVANTAGED BUSINESS UTILIZATION The City of Denton will ensure that purchases of equipment, materials, supplies, and /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 a11 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. The City of Denton encourages all awarded Contractors to seek qualification as a DBE and/or utilize DBE's as sub-contractors, where feasible, to meet the overall intent of the legislation. Disadvanta�ed Business Enterprises (DBE): are encouraged to participate in the City of Denton's procurement process. The Purchasing Department will grovide 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 seelang information concerning DBE certification are urged to contact. State of Texas HCTB Program — TPASS Division P� Box 13047, Austin, TX 78711-3047 (512) 463-5872 or (888) 863-5881 or htt�://w��vw.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 requireinents, please use the web linl� 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 HCTB certification. COMPANY NAlV�: T-DATACOM, INC REPRESENTATIVE: Troy Waldrop ADDRESS: 2198 COVEY C]RCLE CITY, STAT'E, ZIP: SANGER., TEXAS 76266 TELEPHONE NO. 214-690-7629 FAX NO . 940-458-0613 Indicate all that apply: X Minority-Owned Business Enterprise (currently processing) Women-Owned Business Enterprise Disadva.ntaged Business Enterprise PAGE 60 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Ca6ling ATTACHMENT I CONTRACT BY AND SETWEEN CITY OF DENTON, TEXAS AND (RFP #5217) THIS CONTRACT is made and entered into this day of A.D., 2012, by and between a corporation, whose address is , hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products or services in accardance with the Supplier's proposal in response thereto, a copy of which is attached hereto and incorporated herein for a11 purposes as Exhibit "D". The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Request for Proposal(RFP # � (b) City of Denton Standard Terms and Conditions (Exhibit "A") (c) Special Terms and Conditions (Exhibit "E") (d) Form CIQ — Conflict of Interest Questionnaire (Exhibit "C"). (e) Supplier's Proposal. (Exhibit "D"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all, In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Docwnents." D �� v v PAGE 61 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling IN WITNESS WI�REOF, the parties of these presents have executed this agreement in the year and day first above written. ATTEST: /: ": • /o � .���C� i'�• ANTTA BURGESS, CITY ATTORNEY : ATTEST: Citv of Denton OWNER (SEAL) T-DATACOM,INC. CONTRACTOR 2198 COVEY CIRCLE SANGER, TEXAS 7b266 214-690-7629 MAILING ADDRESS PHONE NUMBER 940-458-0613 FAX NUIVIBER BY• AUTHORIZED SIGNATURE Troy Waldrop, President PRINT`ED NAIV�, TITLE (SEAL) � PAGE 62 OF RFP #5217 Respondent's Initials TW CITY OF DENTON RFP FOR Structured Communications Cabling ATTACHIV�NT J ACKNOWLEDGEMENT THE STATE OF TEXAS COUNTY OF DENTON The undersigned agrees this RFP becomes the property of the City of Denton after the official opening. The undersigned affirms he has familiarized himself with the local conditions under which the work is to be performed; satisfied himself of the conditions of delivery, handling and storage of equipment and all other matters that may be incidental to the work, before submitting a proposal. The undersigned agrees, if this proposal is accepted, to furnish any and all items/services upon which prices are offered, at the price(s) and upon the terms and conditions contained in the Specifications. The period for acceptance of this Proposal will be ninety (90) calendar days unless a different period is noted. The undersigned �rms 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 tlus 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 se ., 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 (E��hibit 1), without clearly identifying chaiiges. The undersigned understands they will be responsible for monitoring the City of Denton Purchasing Website at: http://www cityofdenton com/index aspx�na,Qe=397 to ensure they have downloaded and signed all addendum(s) required for submission with their proposal. 3hould 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 rej ected. NAME AND ADDRESS OF COMPANY: AUTHO � SENTATIVE: T-DATACOM, INC, Signa 2198 COVEY CIRCLE Date 04/15/2013 �ANGER, TEXAS 76266 Tel. No. 214-690-7629 Email. ntxtcom@gmail.com PAGE 63 OF RFP #5217 Nam.e Troy Waldrop Title President and Owner Fax No. 94�-458-0613 Exhibit 1 RFP #5217 Pricing Sheet for Design and Installatior� of Structure�d Cammunica�tions Cabling The respondent shall complete the foflowing section, which directly corresponds to Exhibit 2- Scope of V1/ork, and 5ection V, Payment and Performance Requirements. The cantractor shall not make changes ta this formot. Please segmeni the cost into the categories as provided befow. For pricing purposes, assume the following quantity of voice/data droFs throughout the facility as the 6ase scope of work in absence of plans: ' Services Proposal Pricing: Estimated ITEM Location�/Upcoming Projects for the Installatioc� of Product/Servic� Requested Quantity of Voice/�ata Drops UOM Cost of Service Total 1 WastewaterAdministration Building 60 EA $ 220.00 $ 13,200.00 2 Linde McNattAnimal Cen'ter 65 EA $ 220.00 $ 14,300.00 3 PublicSafetyJointTrainingFacility 115 EA $ 200.00 $ 23,000.00 4 Parks and Recreation Camera Upgrade 71 EA $ 22D.00 $ 15,620.00 5 AirportTerminal Expansion 50 EA $ 220.00 $ 11,OdD.00 6 Miscellaneous, as needed 300 EA $ 240.00 $ 72,000.00 Total Cast 661 EA $ 1,3Z0_00 $ 149,120.00 Average number of days to compleie design and installation of structured cormmunications cabling N/A days Formula has been mtldified to SUM(G6:G11) instead of resulting from D12'F12 ($ST2,520.00). We believe the new calcufations in G12 are cor�ect. Cost of Addi�ional Services: ITEM DESCRIPTION YEAR 1 YEAR 2 YEAR 3 TOTAL 7 Cabling Design/Configuration Hourly Rate $65.00 $65.00 $65.00 $195.00 8 Cabling Hourly Rate $50.00 $5D.D0 $50.00 $150.00 9 Wall-mounted outlet and cahling (each) $240.00 $240.00 $240.00 $720.00 10 Furniture-mounted outlet and cabling (each) $240.00 $240.00 $240.00 $720.00 11 Poke-through outlet and cabling $240.00 $240.00 $240.00 $720.00 TOTAL $$35.00 $835.00 $835.00 $2,505.00 Exhibit 1 RFP #5217 Pricing Sheet: fvr Design and Installation of Structured Gommunications Cabling Payment Term Discounts Payment terms forthe 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. P�yrtt�nt Terms -': ' ' Additional Discount % � , Invoice Paid in 20 days 0.00°/u Invoice Paid in 15 days 0.00% Invoice Paid in 10 daYs 0.00% CITY OF DENTON RFP #5217 for Structured Communications Cabling EX�IT 2 SCOPE OF WORK The scope of work and/or technical specifications shall be finalized upon the selection of the Firm. The proposal submission shall have accurately described your understanding of the objectives and scope of the requested products and services and provided an outline of your process to implement the requirements of the scope of work andlor technical specification below. It is anticipated that the scope proposal submission will include, at a miniinum, the following: 1. �COPE OF �'ORK ANiD SERVICES The scope of work shall be finalized upon the selection of the Contractor. The proposal submission shall have accurately described your understanding of the objectives and scope of the requested services and provided an outline of your process to implement the requirements of the Scope of Work and Services. Successful contractor will not be allowed to make any electronic copies of drawings or any photographs of the building or content. It is anticipated that the scope proposal submission will include, at a minimum, the following: A. GENE�.iAL RESPONSIBILI�'�S Al� R��UIRENIENT� The City of Denton (City) is interested in receiving proposals to contract with a qualified and experienced technology contractor to design and install a complete "end-to-end" certified system for transmission of voice and data signals. The system shall be designed, installed, tested to the proposed Category 6 specifications, and certified to a 1000 MS speed to the desktop. In order to be considered successfizl, this shall include the following requirements: The following general requirements are mandatory for the duration of the contract period: All wark skall b� in accordance with all guidelines specified by the latest EIA/TIA Building Telecomrnunications Wiring Standards, the BICSI Telecommunications Distribution Methods Manuals (TDM), and manufacturer/vendor installation guidelines. These documents and standards fortn the basis for the installation, testing, and accepta.nce of the structured communications cable system. • Respondent shall supply all necessary labor, tools, equipment, and permits required to execute the design and installation of the scope of work required by this RFP and by the best industry standards. In the event of a conflict, the most stringent and highest standard shall be applied for the benefit of the City of Denton. CITY OF DENTON RFP #5217 for Structured Communications Cabling • Respondent shall attend weekly project progress meetings and perform on-site visits as required to perform its work and as required to meet with City of Denton. Progress meetings are in addition to any meetings that may be required during the project to coordinate with other trades. • The Respondent shall detail and include overtime for after-hours and weekends which may be required to complete the installation, within E�ibit A. • The Respondent shall not subcontract services or labor without the express knowledge and consent of City of Denton. • The Main Distribution Frame (MDF) will be located in the server room. All cabling will be continuous (home-run) from each point-of-termination at the outlet to the point-of-termination in the MDF. o The Respondent shall be responsible for the daily clean-up of debris from its work to a central location on the floor for removal by the construction manager. The following specific requirements of projects performed by the technology contractor are inanda.tory as follows: P�SE 1 1. Client Interviews: Meet with selected City of Denton representatives and the Project Manager to discern and document requirements. 2. Review E�cistin� Phvsical Conditions: Inspect the premises, and the architectural and construction documents. 3. Standards Development: Develop design criteria based upon information gathered from client interviews. Prepare a narrative description of the system architecture. 4. Re -�ulatory Ap�rovals: Identify applicable regulatory approval requirements. 5. Phase 1(initial phase) submitted to the City for acceptance. PHASE 2 6. Prepare Schematic Design Documents: Prepare preliminary design documentation for Owner review and approval. 7. Prepare Final Design Documents: Prepare final design documentation and samples for Owner review and approval. Coordinate architectuxe and electrical requirements and details with the project manager and construction teams. 8. Re ulatorv Approvals: Secure all necessary regulatory approvals. 9. Phase 2(Design Documentation Tasks) snbmitted to the City for acceptance. CITY OF DENTON RFP #5217 for Structured Communications Cabling ':��� 10. Coordinate installation with the general contractor so to not conflict with base building constructian activities. 11. Cross-connect/patch anci ternlinate copper riser cables and stations cables based on �nal design. Provide the connection to the electronic hardware, and grounding of all racks, cabinets, patch cables, and patch fields. 12. Provide all labeling and documentation of a11 horizontal and vertical cabling installed, including providing a graphical mapping of all cabling systems. Handwritten labels are not acceptable. 13. Phase 3(Installation) colnpleted and submitted to the City for acceptance. PHA.SE 4 14. Testin : Provide a copy of testing procedures and methodology for approval. The Cabling Vendor shall define a start-up acceptauce period and a start of warranty period beyond same. Cables which fail any of the parameters will be re-terminated and re-tested, or removed and reinstalled. Each bidder shall include a sample of its test results report with its proposal response. 15. Provide a statement of warranty on the installation of the Category 6 networking cabling, video/broadcast reception cabling and materials used. The inaterials and the installation shall be warranted for a minirnum of twenty (20) years. 16. Provide a guaranteed maximum of twenty-four (24) hour response time to repair/replace defective cables or connections. This guarantee shall apply to all materials and installation performed under the contract. Provide a guaranteed maxiinum four (4) hour response time for emergencies. I7. Final Documentation: Provide three (3) sets of "as-built" record drawings, CDs of electronic files of plans in AutoCAD format, cut sheets of all installed equipment, certificates, guarantees, warranties, and testing reports. 18. Project completion submitted to the City for acceptance. S. t�dditionall�, the €ollowing requirements shall be ffiet by the eontraetor: A. Each voice/data duplex outlet will be supported by (at least) two (2) dedicated 4-Pair UTP Category 6 cables rated for exposed use in ceiling plenums. B. Outlets placed in systeins fiarniture workstations will be wired after installation of the furniture and prior to receipt of a Certificate of Occupancy. Sufficient resources should be scheduled to not delay the construction manager in securing same. CITY OF DERITON RFP #5217 for Structured Communications Cabling C. Poke-through floor devices will be required in selected locations such as conference rooms to support power/tele/data connections at tables. D. Voice services shall be via 24 AWG plenum station LTL certified Category 6 cable with color matching jac;�.s and icons. Bata services shall be via different colored 24 AWG plenum stations LTL certi�ed Category 6 LTI'P cables with color matching jacks and icons. Currently voice services will be located in the Operations Work Rooin. E. A11 cabling shall be "CMP" rated for use in air conditioning plenuin spaces without conduit. Bridle ring or "Caddy" sling horizontal distribution sha11 be used for cable runs above ceilings. Quantity and installation techniques in distribution of the cable runs shall comply with system manufacturer's specifications. F. All horizontaUvertical cabling shall be: � a.Factory certified Category 6 coinpliant, in accordance with the most current EIA/TIA standards. b. Less than one hundred (100) meters in length. c.Free of splices to fulfill the requirements of this specif'ication and be ternvnated in accordance with the most current EIA/TIA standards. d. Routed to be concealed within walls and ceilings where possible, except in transfer closets, or secured to structure above. e.Placed parallel and perpendicular to the building lines and follow cable tray pathways and hallways where practical from the MDF and IDF's to the station tertnination outlets. £ Routed to maintain the following distances from electromagnetic interference (EMI) producing sources in accordance with the most current EIA/TIA standards: CITY OF DENTON RFP #5217 for Structured Communications Cabling Minimwn Separation Distance < 2kVA 2-5 kVA Unshielded power lines or electrical equipment in pro�cimity to open or nonmetal pathways Unshielded power lines or electrical equipment in proximity to a grounded metal conduit pathway Power lines enclosed in a grounded inetal conduit, or equivalent, in pro�mity to a grounded metal conduit pathway SkVA 5 in. � 12 in. � 24 in. 2.5 in. 6 in. 3 inches 12 in. 6 inches G. All horizontaUvertical cabling shall be e�ernally shielded from ENII according to the manufacturer's written instructions in any areas where the Vendor must violate the above guidelines, and at no additional cost to the City of Denton. H. Categorv 6 UTP Data. Cabling Testin�: All cable shall be tested to ANSUTIA/EIA-568-B.2-10 or Category 6 specifications and standards. At a minimwn, test all Category 6 UTP cabling for wire map, length, neax-end crosstalk (NEXT), PS NEXT, Return Loss, and attenuation, and provide a detailed report of all cable tests. I. CAT 6 U'I'P Voice Testin�: The Cabling Vendor shall iest for wire map (proper pin assignment) and continuity to confirm acceptable and functional voice cable installations. Voice services will be located in the Operations Work Room. J. Ceilin�Tiles: Any damage to ceiling tiles will be cabling contractor's responsibility. K, Work to be provided by others: a. In general, all cabling is to be installed eacposed or above ceilings. All conduit and primary power will be provided and is not included in this bid. All necessary drawings will be provided specifically identifying the locations, and description of required conduit and CITI( OF DENTO{V RFP #52'17 for Structured Communications Cabling po�ver supplies. City of Denton will provide quantity at each of the locations. b. Conduit to above ceiling at each station point located in drywall will ba provided. All work is to be coordinated through the Ceneral Contractor and/or project manager. c. Backboards consisting of 3/a" smooth-faced fire-rated plywood for the purpose of tenninating wiring and mounting of equipment to be provided at each tele/data closet or room by the general contractor and/or project inanager. Convenience outlets on the top a.nd bottom of each board to be provided by the construction manager and/or proj ect manager. d. Grounding at the NIDF is to be provided by the General Contractor and/or project manager. I,. City of Denton respoaasibilitaes: The City of Denton resource availability for the project is limited, which will require the upgrade partner to fill most roles to deliver the project a. Telecoimnunications system including switch, equipment, and handsets to be provided by City of Denton. M. Project Schedule Time is of the essence in the development of this project. All consultants, contractors, and vendors will be expected to expedite the completion of each task by committing to applying sufficient resources as required to meet the milestones identified in the Comprehensive Project Schedule, annotated below. Provide estiinated durations for the following phases: Activity j Completion By: Phase I- Plaruiing � N/A Phase II - Design Docuinentation � N/A Phase III — Installation I N/A Phase N— Project Close-out � N/A ������ Purchasing Department 901-B Texas St. Denton, TX 76209 (940) 349-7100 www.dentonpurchasing.com ADDENDUM #1 RFP # 5217 Design and Installation of Structured Communications Cabling FOR THE CITY OF DENTON Issue Date: Apri14, 2013 Response due Date and Time (Central Time): Tuesday, Apri116, 2013, 2:00 p.m. ADDENDUM #1 Addendum #1 to be returned with Proposal The following are changes to the specifications: Please replace page 5 of RFP #529 7 with the attached revised page. NO OTHER CHANGES AT THIS TIME. This form should be signed and retuYned with your proposal. Name: ! `C,� Signature: Company: � \ �1�- � I���T C , , �Title: � .� S i Date: C� 1/ I� � �� � CITY OF DENTON RFP FOR Structured Communications Cabling services; and allows for fluid responsiveness to upcoming changes — both anticipated and unforeseen. The use of technological opportunities throughout the service delivery is encouraged. 1. 1VIINIMiTM SUBMISSION REQUIREMENTS The following ininimum requirements must be demonstrated in order for the submission to be considered responsive to the City of Denton. Any proposal received, which is determined to not meet these mandatory requirements shall be immediately disqualified and rejected as non- responsive. • Respondent must be certified to install Category 6 UTP cabling systems (plenum rated) by Ortronics, Chatsworth Products and Caddy, or equivalent. .Alternate Cate��y 6 UTP �rands/5tandards must be clearlyidentified on the submission. Identify all certified personnel to be assigned to this project, each possessing a minimuxn of two (2) years experience installing Cat 6 cable. Please detail on attachment �C. • Respondent rnust be a reputa.ble company having a minirnum of two (2) years experience designing and installing structured communications wiring systems. Please detail on attacltment F. • The selected respondent must own testing equipment and possess the ability to test to the most current adopted EIA/TIA standards. Please detail on attachment �C. • The respondent must be registered by the State of Texas or the County of Denton, to provide any services which may be required and the company must have all licenstu-e requi�ed by the State to provide a.ny services required. • Three (3) references from governmental entities for the products or services requested. The City prefers references from municipalities of similar size. • A defined level of industry knowledge and understanding. Rlease provide written detail of contractor's ability to meet these requirements. 2. CONTRACT TERM It i� the intention of the City of Denton to award a contract for a one (1) year period. The City and the Awarded Contractor shall have the option to renew this coniract for an additional two (2) one- year periods. Materials and services undertaken pursuant to this RFP will be required to commence within fourteen (14) days of delivery of a Notice to Proceed. The services shall be accomplished per the Technical Specifications as identified in Exhibit 2 and the Procurement Process and Procedures as outlined in Section II. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each yeat, from the date of award by City Council, unless either PAGE 5 OF RFP #5217 _ ������ Purchasing Department 901-5 Texas 5t. Denton, TX 76209 (940) 349-7100 www.dentonpurchasing.com ADDEl�DLTM #2 RFP # 5217 Design and Installation of Structured Communications Cabling FOR THE CITY OF DENTON Issue Iia�e: Ap�°il �, 2013 Response due Date and Time (Centra.l Time): Tuesday, Apri116, 2013, 2:00 p.m. A►DDEIVDUM #2 Addendum #2 to be returned with Proposal The following are changes to the specifications: Please see the attached answers to the questions submitted in regards to the RFP. NO OTHER CHANGES AT THIS TIME. This form should be signed and retur^ned with your proposal. Name: Signatur . Company: � � � � j Title: Date: � / � 5 / . l.�� �E�PONS� TO Sll�MITTED QIDESTIONS 1. Can the City provide an estimated dollar amount of the contract? TI�e list of projects in the Scope of Work i.s preluninary. Piizal designs l�ave not been co�n�leted. The catitract will b� taken to C;ty �ouncil fo.- at� award of thz con.t�act, as it is anticipated ta exceed $1a0,000. The scope of tlus cUntract will include miscellaneous si�2aller prajects, i.e. one or t�vo rootns as needed. 2. Exhibit 1, Services Proposal Pricing, is this a sample of the work that could be completed under this contract or is this tlie entue project? Tl�e list of upeofning p��ojzets zs o�1a of ttie foilowi;�g: cuz7•entl.y �uei�rg desigi�et�, have been desi�ed, or will be designed duriz�; the u.pcoining year. T}izse projects a.re ii1 additian to th.e iniscellai�eous smalle� �of�s as described in the response to Questian #1. 3. Paragraph M. Project 5chedule, aslcs to provide estimated dw-ations for each of the four phases listed. We need to understand what work this schedule is to include. We are guessing it's the siY line items in the Services Proposal Pricing portion of the spreadsheet in Exhibit 1 but we need clarification. Yes, ;.# �,v.ill b� tt�e six iiue �t�,ins iz1 the Services Propvsal �3riciiag. 4. Please clarify, after award will task orders be autamatically awarded to the contractor or will each task order go out to bid? Please refer to �ection IV, Itein 2— AWARD on �age 22 of the ILFP. 071ce the con�iaci is awarded by the City Councit, there tvill be no additional solicitation until a�ter Che contract is teaxniziated. 5. Under General Responsibilities a.ud Requirements of Exhibit 2, Scope of Work, bullet point 5 states: Paragraph B of E�ibit 2, Scope of Work sub-paragraph C states: "Poke- through floor devices will be required in selected locations such as conference rooms to support power/tele/data connections at tables." Question: Wi11 the technology contractor be required to x-ray the floor, core drill the concrete, furnish and install the poke-through device to accommodate both power and low voltage services or will that the responsibility of the General Contractor? Please clarify the responsibilities between the General Contractor, Elect�-ical Contractor and Technical Contractor in regards to poke-through devices. �epGndi�;.g �n tlxz prt�ject, o�, oecasrcrn, �.;� cavle io�ztr�c•#�r �ui.il Iia�%e tc� �,c�re cfc�s[ tl�.� ca�zcr�te, f�trnish, �d i��st�Il tlie �ake••tl�ro�tg�l i���r3CZ. 6_ Question: Exhibit l, Seivices Proposal Pricing spreadsheet; Are the numbers listed in the "Estimated Quantity of Voice/Data Drops" to represent the number of Page 3 RESPONS� TO SU�MITTED QUE�TIONS duplex faceplates containing one voice and one data cat 6 cable in each faceplate or single cables in a faceplate? Please clarify the definition of a Voice/Data Drop. I ask the second question because paragraph B, sub-paragraph A states "Each voice/data outlet will be supported by (at least) two (2) dedicated 4-pair UTP Category 6 caUles rated for exposed use in ceiling plenums." The term "outlet" is used in the SOW; the term "drop" is used in the pricing proposal spreadsheet. I would like clarification for what they are asking for. TI�e co��nts for the speciiic sik lii�es �utliried tize speciiic amnunt far each �1r�ject. Tf any n��� ��r•o�ects arise citiri�l�; t��e ce�iit�actual I3e�ic��, v��e ty��,ica4t� 131a.ce ���� dedicated CAT f� cables iri eacl�i bax at a mini�i�utn. 7. Backbone cabling supply/installation is not mentioned This will be pa�-t of rlie i72isceil.�r�ec�us cc�sts associaied «itll the �roj�ct. They ��rill need tc� t�«ctget t�za�; as ��a3�t c�c t�e e�timatc�i qitat�.tiry c�f��rc�ice;`�iata clz-o��s. 8. Patch panels, the spreadsheet does not account for additional patch panels if requued T.I�is ��vili l�e pa�-t of �11e niiseellaL��t�us costs associ�t�c� tvitl� tl�e ��a•oje�.t, Tt�ej� ��✓ii� need to btic�get thai as ��at-t c�f ttze estilnated q�aaltity of`vc�ice/data drops. 9. Racks, it does not account for additional rack if required TE�is ur%tl b� par� of tl�� �nisr:e[la��.e��t�s casts assc�ciated with tlle �rc�ject. They �viP.t. .tieeci tc� b=sciget tf�at as ��art c�f thL esrsn�.ateci quantit;� ��f ��oice/t�at�. ���c��s. 10. After bids are turned what will the turnaround. time be for issuance of PO? T��e cc�.t7lxact eG��Tard is tentativeiy sched�Ied foz� tite May 7, 2iJ13 C�ity C.otti�ril m�:etin�. if tlli.� schedc�l� is follo��e.d, tl7e �its� ��u-cl�ase order s��.ould be .issued �c�?�.-�Fi;�ne dt�ri�g nzid N,a�r. 11. Can a list of potential other entities be provided that might purchase from this and the anticipated volutne, any historical records? Thei-e are na l�stotical .reco��ds avail,a�te, siiice t�ie�-u have beeil no ��.ri«�� coc�perarive a�,�t�e�;nle�tts fnr this t}�e ci' conti•act. Fle;�se visit t11e contract database on �1ie M�.tet-ials �tanageznLnt �u4bsite to ��ier�� the public entities tlt2t i7ay�e an iritet•local a4�•�entent with t11e Cii:y of I3�nta��. 12. Is there available space witivn each telecomrnunications room / rack to add the additional cabling as listed? Yes Page 4 RFSPONSE TO �UBMITTED QUESTIONS 13. Will the requested voice / data drops terminate onto existing patch panels or will new patch panels be required? It wi17. depend on il�e �roject. 14. Will patch cables for tlie patch panels to the equipment a1e required as part of a drop price? Yes, tf�e_y will be a part of t'r�e tae�a� builcling i:nstallations. 15. Will the requested drops be installed in multi�le cables per location, in single cables per location, or a combination thereof? It. i�%i11 be a c�tnl�i��atron. 16. Will there be a requirement for below ceiling cable pathways, i.e. conduit or surface mount raceway, to be included iri the cable drop price? It u�.ill be � c�t�tit�in.at�ot�. 17. What are the estimated lengths to be used for pricing the cable drops? Ncr ma.re tha�� ? OJ f�.e� 1 S. Are there existing horizontal cable pathways available for the new cable installation? It will de�ser�d Qn tiie project;. , 19. Wi11 patch cables for the work station end be required as paa�t of the drop price? No 20. Will fue wall / ba.t�rier core penetrations be requued for pathway construction / cable dist�-ibution? It �x�ill depend-on the project. 21. Under the cost of additional services, item 11, will the requested Poke-Through need to include the cost for the floor core penetration, or will another trade provide? That wvill be dependent on the project. On occasion, the cabling contz-actor «i11 ha.ve to drill t1�-ough coneret.e. Page 5 RE�POOV�€ TO SUBMITTED QUE�TIONS 22. Are drop prices required to include delays for access in and out of restricted facilities? Yes 23. What percentage of drops is expected to be installed according to items 9, 10, and I1 within "Additional Services"? Approhimately 60 percent 24. Will there be existi_ng access from the cable pathways into the furniture / cubicles? It wi11 depend oti the pro�ect. t�n occasion, tbe cabling cont�actar `�i11 need ta nzn conduit to those lacations. Page 6 °,�°" TEXAS SAlG�5 AND US� TAX P�It1VII'I' " '� ' � �aav.�-0�nr Tiris permit Is nof transferable, and this side must be prominentfy displayed in your place of businass. j - - _ . � TiU6PAYER NAtd�, BUSINESS.LOCA7tOP T-pA7pCDM,` lNL T-DATACOM, INC . z�g8 cov�r �iR SANGER Ics cooE: z3.7.t3o o.escRlpr.l �er and Communlca#ion line-and Rgia�ei SHOW THiS BUSINESS TN THE F6LLU$IhfGJ - NONE ItiENTIFIEO ,. � _ } ; mmpuron cenmcare on tlla. NAME. and PHYSIC,4� LOCATION TX 76266-6g65 awnershi�5 locafian, ar bus7ness localian iTame. � - . - . �,..... . SALES AN� USE TAX �er num6er 1-26-3495623-�+ n number 0000l siness dele � �. . . � - . ::�0/0�/2008 ' 9:�� YOU fr1qY NEEO TO COLLECT 3ALE5 Ah1D,OR USE TAJCFOR OTHER LOCAL TAJONO AUTHORITIES OEPENOlNQ ON YOUR 7lPEOF BUSINESS. If-you heve any questions regafding selps fez, yau may mntect the Te�ms State CanptroAer's field office � in ypur aran ut c[JI'I-B00-p52-aS55, toll tree, nstionwide. The Austin number is 512!483-4600. "W'e exceed the �sta�ada•rds" NOTE: T COM DBA HAS INCORPORATED. THE NEW CORPORATION'S NAME IS T DATACOM, INC. DATE �F INCORPORATION: 10/07/08 EIN: 26-3495623 TAXPAYER #: 12634956234 T-DATACOM, INC. 2198 COVEY CIRCLE SANGER, TEXAS 76266 OFFICE: 940-458-0613 CELL: 214-694-7629 E-MAIL: troy�a�ntxtcom.com If you have any questions please call me at 214-690-7629 HAVE A GREAT DAY t i i► t � t � �"'� �� CERTIFICATE OF LIABILITY INSURANCE DA7E`MM'°°,Y,�,� �..��� D4/15/13 7HlS CERTIFICATE (S ISSUED AS A MATTER OF INFORMATION ONLY ANp CONFERS NO RIGHTS UPON TFtE CERTIF�CATE HOLqER. THIS CERTIFICA'fE DOES NOT AFFIRMATIVELY OR NEGATIUELY AMEND, EXTEND ORALTER THE COVERAGE AFFQRDED BY THE POLIGIES BELOW. THIS GERTIFICATE OF INSURLANCE DOES N07 CONSTitIlTE A�CONTRACT BETWEEN TNE ISSUING II�SURER�S), AUTHORIZED REPRESENTATIVE OR PRQDUCER, AND 7HE GERTIFICATE HOLDER. � ' � IMPORTANT: iT the ce�tificate holder is an AD�ITiONAL IN5URED, the policy(ies) must he endorsed. If SUBROGATION IS WANED, subject to . the terms and conditfons of the policy, certain paifcfes may require an endorsement A statement on this certificate does not confer rights ta the certifleate holde� fn lieu of such endarsemert{s}. � PROpIfCER C�OrNEAGT JafryKtaflCh KnH lnsurance 5ervices H� N; .(817) 453-1477 p�C No • (817) 453-1473 1000 N. V1181nut Gfeek DI'IVe, Sulte E pR��: jkralich�ltnhinsurance.com Mansfield, TX 76OB3 INSURER 5 AFFORDINa COVERAGE NAIC# Phone (817� 453-1477 Fax (817 45�1473 INSURERA: UUea Nallonal insurence INSUREO IN5llRER R • TData Com incorporated 2198 Covey CirCle SAnger, TX 76266 COVERAGES (214) 690-7629 CERTIFICATE NUMBER: ra REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED SELOW HAVE BEEN ISSUED Tp THE {NSURED NRMED ABdVE FOR THE POLICY PER{OD INDICATEP. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPEGT TO WHiCH THIS CERTIFICATE MAY SE IS$UED OR MAY PERTAIN, THE 1NSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREfN IS SUBJECT 70 ALL THE TERMS, EXCLUSIONS ANU C�NDiT10NS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN RE�UGED BY PAID CLAIMS. INSR TYPE OF INSURANCE A� SUBR POLICY POLICY EXP LIMITS LTR INSR WVD PO�ICY NUMBER MMJ�DIYY MMIDDIY GENERAL LIA6ILITY EACH OCCURRENCE $ 'I ,UOO,�OO.00 Q COMMERqALGENEftALL1A81UTY DAMAGETORENTED 3QQ�OOD.DO PREMISES a occurrence S �� CLAIMS•MADE ❑�/ OCCUR 451960g MED EXP (Anyone person S 5,000.04 q � Y 03/28l2073 03/28/2014 PER50NAL & ADV INJURY $ 'I ,OOO,OOO.00 � GENERAL AGGREGATE $ Z,OO�,�QO.00 OEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS • COMPIOP AGG $ 2,0OO,ODO.00 0 PQLICY ❑ jR� ❑ LOC $ AUTOMOBILE LIABILITY CAMBINED SINGLE LIMff acciden $ � aPn,AIRD BODILY INJURY (Par person) S ALL oWNED SCHEDULED BODILY INJURY (Par eccident) S ❑ AUTOS � AUTOS NON-OWNED PROPERNOAMAGE $ ❑ MIREDAUTOS ❑ AUTOS eraccident ❑ ❑ $ � UMBREILA LIAB � p��R EACH OCCURRENCE $ � FaCCESS LIAB ❑ CLAIMSMADE AGGREGATE $ ❑ DED ❑ REfENTION S � WoRKERS COMPENSATION 0 OC �A� S❑ ETM AN6 EMPLOYERS' GIA6ILITY Y/ N p, OFFICERIMEMB�EREXCLU ED�CU7IVE N f A 4519734 03I28/2013 03128/2014 E.L. EACH ACCIDEN7 $ �,QO�,��0.0� (Mandatory in NH) a EL. DISERSE- EA EMPLOYE S 1,DOO,OOO.QO ff yes, descrihe under DESCRIPTION OF OPERATIONS below E.L. OISEASE - POLICY LIMIT $ �,�,ODO.OQ DESCRIPTIOR OF OPERATIONS! IOCATION51 tlEHICLES (Attaeh ACORD 401, Additional Remarks Schedule, if mare space Is requtred} CERTIFICATE HOLDER Purchasing Department C'tty of Denfon 901 B Texas Street Denton, TX 76209 ACORD 25 (2Q10f05) {]F CRNCELLATION SHOLLD ANY OF THE ABQVE DESCRIBE� POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NDTICE WILL BE DELIVERED lN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ; � %..� � I" %., :%� � 1988-2090 ACORD CORPORATION. RII rights reserved. The ACORD name and logo are registered ma�ks of ACORD AGENCY CUSTOMER ID: ADD�TIONAL INTEREST SCHEDULE � AGeNCY CARRIER � KnH Insurance Services � Utica National Insurance i PDLICY NUMBER' EFFECTIVE DATE NAMED INSURED(S) ; 45't9609 03/28/13 TData Com Incorporated ADDITIONAL INTEREST (Not ail fields apply to aiE scenarios - provide dnly the rtecessary data) � INTEREST NAME AND ADDRESS RANN: EVIUENCE: I—I CERTIFICATE � POLICY ' ADDITIONAL "-" LOSS PAYEE '?�� IN5URED — MORTGAGEE City of Denton BREACH OF ! ' ' w��TM — 901-B Texas Street � � � COAWNER � OWNER - EMPLOYEE � REGIS'fRANT DBflfOfl, TX 76209 �. � AS LESSOR . LEASEBACK TRUSTEE � . OWNER � ' � : LIENHOLOER REFERENCElLOAN# � � ; LIEN AMOUNT; INTEREST EM➢ DATE: PHONE (NC, No, E:tj: j REIISON FOR INTEREST: . ; E-MAIL ADDRESS: � INTHREST : NAlAE AND ADDRESS RANK; r; Ap01TIpNAL I—I LOSS P/�YEE . i i IN5URED LJ � : WARRANTY ❑ �ORTGAGE�': - I ' j CO-0WNER � OWNER ' EMPLOYEE �pGISTRANT ' � ' AS LESSOR �—� " ' LEASEBACK .1 TRUSTEE � � - OWNER � � ; LIENHOLDER REFERENCE! LOAN #: L I LIEN AINOUNT: REA5DN FOR WlFRE3T: INTEREST NAME AND A�DRE55 RANK: I EVIpENCE: r A��ITIONAL '- LO35 PAYEE L � iNSURED — BREACH OF — MORTGAGEE C � VdARRANTY � ' CO.OWNER OWNER � � � agP�sdR ` REGISTRANT , I LEA5EBACIC ` TRUSTEE � OWNER � LIENHOL6ER REFHRENCB / LOAN #: � � LIEN AMaUNT: � REASON FOR [NTEREST: INTEREST NAME AND A�DRESS RANK: � � AO�IiIONAL _� �O5S PAYEE INSURED BREACH OF � M1qORTGAGEE � ` WN2RAN7Y — L j CO-0WNER OWNER � i EMPLOYEE i` REGISTRANT I AS LESSOR �_ � LEASE6ACK � J TRUSTEE owaeR � � � LIENHQL�ER REFERENCE / LOAN #: �� LIEN AMOUNT: REq50N POR INTEREST: i DATE (MMIDDIYYYY) � 04115/13 � iNac cooe SEND BIL INTEREST IN ITEM NUMBER LOCATI�N: " BUILpING: � � VEHICLE: B�AT: � AIRPORT: AIRCRAFT: � �TEM � ITEM: ITEM DESCRIPTION FAX (AfC, No): EVIDENCE; ❑ CERTIFICATE LJ POLICY _I SEND BILL �NTEREST IN ITEM NIfMBER LOCATION: ! BUILDING: VEHICLEo i BOAT: AIRPORT: � AIRCRAFT: ITEM �. ITEM: INTfItEST ` NAME AND AODRESS R0.NK: i AODI710NAL � LOSS PAYEE ; � � �NS�RED � ' BREACH OF � hppRTGAGEE - WARRANTY � � , : CO-0WNER ❑ OWNER - � EMPLOYEE REGIS?RANT� ' L - AS LESSOR � i - � LEASEBpCK U TRUSTEE � - - OWNER !` j UENHQLDER i REFERENCE / LOAN #: � I LIEN AAAOt1NT: IREASON FOR INTEREST: r- - : � EVIDENCE: EVIDENCE: INTEREST END DATE: PHONE (AIC, No, Ext): E-MAIL ADORESS: INTER£ST EN� �ATE: PHONE (A/C, tdo, Ext): E-MAIL ADDRESS: INTERE$T ENU DATE: PHONE (A/C, No, Ezt): E-MAIL ADDRESS: INTEREST ENq �ATE: PHONE (A/C, Nu, Ext}: E-MAIL ADDRE6&: I7EM DESCRIPTION FPJ( (AIC, No): ' POLJCY L_ SEND BIL � INTEREST IN ITEM NUMBER ; LOCATION: BUIL�ING: � VEHICLEt BOAT: • AIRPORT: AIRCRAFT: ITE ITEM: ITEM DESCRIPTION FAX [AlC, Na): SEND eILL lNTEREST IN ITEM NUMBER LOCATION: BUILDING: � VEHICLE: ; BOAT: AIRPORT: � AIRCWAFT: ; ITEM ' �. i t'fEM: 17EM UESCRIPTION FAX (A/C, No}; POLICY ❑ SEND 81Ly INTERES7IN ITEM NUMBER LOCATION; BUILDING 1/EHICLE: BOAT: AIRPORT: I AIRCRAFT: ITEM �_ � ITEM: ITEM DESCRIPTION FAX (A/C, No): � � ACORD 45 (2009104) QF O 1993-2009 ACORD CORPORATION. Atl rights reserved. The ACORD name and logo are registered marks of ACORD �r� �'� CERTIFICATE OF LIABILITY INSURANCE DATE(MM(DDIYYJ �/�/zois THIS CFJtI'IFICATE IS ISSUEb AS A MA1iER OF INFORMATION ONLYAND CDNFERS Na RIGHTS UPON THE CERTIFICATE HOLDER THIS CERTIFICATE UQES NOT AFFIRMATIVELY pRNEGAT�VELY AMEN�, EXTENO OR ALTFRTHE COVERAGE AFFORDEU 6Y THE PDUCIEB BELQW. THIS CERTIFICATE pF INSURANCE DqES NOT CQNSTITUTE A CUNTRACT BEfU4EEN THE ISSUING IN5URER{S), AIJTHdRIZEO REPRESEf�ITATIVE OR PRODUCER, AN� THE CERTIFICATE HOLUER IMRORrANT: If the Certiflcate holder is an ADDITIONAL INSURED, the pollcy�ies) must be endorsed. lf SUBROGATION IS WAIV�, subject lo tfieterms and conditians ofthe policy, cerfain policies may require an endorsement. As�tement on ihis cer4ficate dvesnnt canfer rI hts to the certifcahe holder in lieu of such endorsement s. CONT/CT TROY WALDROP NAME: PfiODUCER PHONo . (214j 690-7629 Fax Mike Austin Emall or_e uszco Bou�e�•ara Address: NTXTGOM GMA IL . COM FrAde=icksburg, VA 224 _2 INSURERS AFFQRDING COVERAGE NAIC # 69C21 INSURERA: GOVk;k2Nt�1�NT �M'LUYY:�S 1[JSUNr',Ni.� COf4YA[VY 22063 INSURE� INSURER B: ^-]ATA COM Ir:C 2198 COVEY CIF. INSURERC: ��N�ER TX 7a'2G6 INSURERD: INSURER E: INSURER F: COVERAGES HEPOLICIESOF INSURANCE LISTEDBELOW HAVEBEEN ISSUEDTOTHEINSUF€D NAMEDABOVEFORTHEPOLICY PERIOO INDICATEQ. NO'fWITHSTANdING ANY QUI FiB�AE]V T, TEPoU OR CON DITI ON d F AN Y CO NTRACT OR OTHE R �pCUM EN T W IiH IiES PEC T TO W HICH THIS CE RTIF ICATE MAY BE IS911 � O R MAY PERTAI N, TH E N Sl1RANCE AFFOF� � BYTHE POLICIES DESCRIBED HEP�IN IS SUBJECT TO ALL THETERMS, IXC LU SIONS AN� C ON�ITIQNS OF SUC H POLICIES. AGGI�GATE LIMITS OWN MAY HAVE BEEN REDUCED BY PAID CWMS, INSR TypE OF INSURANCE +�D'L SUBR ppUCY NUMBER P�CY �FECi1VE POLICY D(PIRATION ��rs �'� IVSRD WVD �ATE MAN�UfYI� UATE(MMlD�/ GENERAL LIA8ILJTY EACH OCCUFtRENCE $ DAMAGE TO RENi� � COMMERCIPL GENERAL LI.4BIUTl' pR94115ES (Ea occurence) CWMS MADE� OCCUR Mm. EXPENSE (My one person} $ PEK.CONAL & ADV. INJURY $ GQVERALAGGREGATE $ PRODUCTS—COMPlOP AGG. � GEN'L AGGREGATE LIMIT APPIJES P93; POLICY PROJECT LOC AUTOMOBlLE LJABILITY COMBINm SINCiEL1MIT $ SO�, �OO {Ea acCldeni) A ANYAUTO X 910�G41B82 6/�/2(713 E/5/20=9 BODILY INJl1RY $ (Per person) ALL OWNED X SCHmULED X BODILY INJLIRY � AUTqS AUTOS r i HIRED AUTOS NDN-OWNED x PROPERN �AMAGE � AUi05 (per accideny $ UMBNELLALIAB OCCUR EACH OCCURRE}JCE $ DCGE53 LIAB CIAIMSMADE AGGREGATE $ DED RETENTION $ $ WORF�R5 CaMPEN&4TIOH AND EMPLDYERS' � WC STATU- OTF{- IJABWTY Y! N TDRYLIMITS ER ANY PROPRIEfORlPARTNERlEXECUTNE ❑ N� A EL. EACH AcGIOENT $ OFFICERlMQU6ERIXCWDED? ELOISEA5EPOIJCYLJAAR � If yes, describe under $PECIAL PRpVISION$ belOw EL oISEPSE EACH EMPLOYEE $ DESCRIPfION pF pPERATIONS! LOCATIQNSI VEHICLE31 EXCLUSION$AQDE� BYENDOR$EMENTISPECIALPROVI310NS CITY OF DENTON IS NAMED A5 ADDTIONAI, INSUP.ED CERTIflCATE HOLDER CANCELLA'F10N CITY OF DENTON SHOULD ANY OF THE ABaYE DESCFtIBED PaLICIE3 BE CANCELLED gEPdRE THE 9O1-S TEXAS ST EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN DENTON, TX 7 62 05 ?�CCOFiDANCE WITH THE POLICY PROYISIONS. AUTHORIZEO REPRESENTATIVE � �au�s-�u�vrwu�u �vrwurcqiion.wingncsreservea. ACQRD 25 (2070105j The ACOfd? name and logo are replstered marks of AGORD