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2013-192FILE REFERENCE FORM 2013-192 X Additional File Exists Additional File Contains Records Not Public, According to the Public Records Act Other FILE(S) Date Initials First Amendment to Contract - attached to ordinance 03/22/16 JR ORDINANCE No.2013-192 AN ORDiNANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR FIBER OPTIC SERVICES FOR DENTON MiJNICIPAL ELECTRIC IN A THREE (3) YEAR AMOUNT NOT TO EXCEED $450,000; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTNE DATE (RFP 5160-AWARDED TO CABLE CONTRACTORS, LLC, DBA CONTRACT SERVICES AND EQUIPMENT). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for the supply of fiber optic cable services for Denton Nlunicipal Electric in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and reviewed and recommended that the herein described proposals are th� most advantageous to the City considering the relative importance of price and the other evaluation �actors 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 5160 Cable Contractors, LLC, dba Contract Services and Equipment $450,000 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 specifiecl sums contained inthe Proposal Invitations, Proposals, and related documents. SECTION 3. Should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Proposal and related documents herein approved and ar,cepted. 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 RFP 5160 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 i�l 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 C�C _ , 2013. ATTEST; JENNIFER WALTERS, CITY SECRETARY BY: � APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: 5-ORD- 51 0 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND CABLE CONTRACTORS, LLC dba CONTRACT S�R�ICES �iII �f�U�F1G�N� (RFP 5160) THIS CONTRACT is made and entered 'mto this ��w v day of..,C,LI D., 2013, by and between Cable Contractors, LLC, dba Contract Services and Eq ment, a limited liability corporation, whose address is PO Box 114, Derifon TX 76202, heremafter referred fo 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 t�is Contract lsy tt�e DenCon City 1Viar�ager or l�is duly authorized designee. For and in consideration of the covenants and agreemenis contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOF� QF S�It�CES Supplier shall provide products and/or services in accordance with the City's document RFP # 5160 — Fiber Optic Installation Services, a copy of which is on file at the office of Purchasing �gerit and iricorporated herein f6r aIl purposes. The Cori�rac� corisis�s o� t�is writ��n agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit `�A"); (b) Request for Proposal and Addendu� #1 (on File at the Office of the Purchasing r�gen�); (c) City of Denton Standard Terms �.nd Conditions (Exhibit "B"); (d) Insurance Requirements (Exhibit "C"); (e) F6r�n CIQ — C�n�li�t of Int��est Questionnaire (�ach�b�t''D''); ( fl Contractor's Proposal. (Eghibit "E"); These documents make up the Contract documents and whai is called for by one shall lie 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 �recedence first to �he writ�en ag�e��nt t�t�n �6 tl�� ant��t d6��nis itt tlie o��r it� ��ich they are listed above. These documents shall be referred to collectively as "Contract Documents." RFP 5160 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. AT"P��': JENNIFER WALTERS, CITY SECRETARY BY: �.. / APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY : /� / ��I RFP 5160 � ., �. e \V�� . / �! � . ' 11�r_�• - -.�.� r . • ► ' - � �, � �s� , � �� P ONE NUMBER � s ��_G�--r��0 �, EMAIL ADDRESS � O1'✓' CITY OF DENTON, TEXAS BY: � GEOR E C. CAMPBELL, CITY MANAGER Date: `T� / 3 Eghibit A �pecial Terms aQd ��aditi�IIs Total Contract Amount Tke contact total fo� services shall not exceec� $ 450,000. P�r�icing snalt be per E�ibit E attacked. Contract Terms Corifract terin s�atl be for a orie (1) year period. The City arid �he Cont�actor shall have the op�ion to renew this conlxact for an additional two (2) one-year periods. The Contract shall commence upon fhe issuance of a Nofice of Award by the Cify of Denfon and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date in accordance with the provision of the sec�ion titled "price adjusttrierits", or t�e section(s) tit�ec� "terrriiria�ion". At the sole option o�the City of Denton, the Contract may be further extended as needed, not to exceed a total of s� (6) months. Price Escalation and De-escalation Prices quoted for services must be firm for a period of one year from date of contract award. Any request for price adjustrnent must be based on the change of the U.S Wage Determinations Online Davis-Bacon Act for Denton, TX, WD 26, Heavy, Line Construction Cable Splicer (ENGI0178-001) da�ed 1/4/20I3 to t�ie renewal peri6d (www:�vtlol.g6�). �'�e ��ice �vill lie 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 detertnined aririvall� at tiKe rer�ewal ctate. SY�ould tne PFI change exceect a mrnitnum tlu�esholct value of +/- 1%, then the stated eligible bid prices shall be adjusted in accordance with the PPI change not to exceed the S% limit per year. The supplier should provide documentation as percentage of each cost associafed wifh fhe unit ptices 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, Respondent rnust also provide supporting documentafion as jusfification for flie requesi. 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 request cancellation of such items from the Contract by giving the City of Denton written notice. Caricellat'iori will not go irito ef�ect �or 15 calendar davs af�er � detertriination 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. RFP 5160 . , erequestcan esent ye-mai to ��>>r�:1��i�%,(�t�� irti-o(rl� �,i�or, � or�� Or mail to: City of Denton At�ri: Purchas'irig Ivlariager V RFP # 5160 901B Texas Street Dento�, Texas 76209 Or call: City of Denton Purchasing �940)349=i100 The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. 1Vlinimum Froiect �'ee The City agrees to a minimum single project fee of two hours of line iteml4a ($185 at contract execution). If a job is estimated below this fee, then the City will pay the minimum as required. RFP 5160 Exhibit B 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 fhe Ci�y hereinafter referred to as fhe City or Buyer and �he 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 Condi�ioris corifairied 'in the Sellers Solicita�ion Response, Invoice or Statement shatl serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the Contract/Purchase Order these written provisions will take precedence. By submitting an Offer in response to the Solicitation, the Contractor agrees that the Contract shall be governed by the following terms and conditions, unless exceptions are duly noted and �ully riegofia�ed. 1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide a11 deliverables described in the Solicitation and in the Contractor's Offer in strict accordance with the terms, covenanfs, and condifions of fhe Confract and all applicable Federal, State, and local laws, rules, and regulations. 2. �FFEC��E IIATE/'t'ER1t�I. LTnless ot�ierw'ise speci�ied 'ui t�ie Solicitatiori, tKis Coritract 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 auihorized liy the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and Yhe master agreemenY uumber if applicabte, �lie IIeparYment'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 affached fo the invoice. 'Tlie Confracfor's name, remittance address and, if applicable, the t� 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 t�e remittance address specif ed on t�e C6ritractor's irivoice. 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 appropriafe rafes and grouped by worlc order number. Time billed for labor sliatl be timited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and ot�er au�orized experises at ac�ual cos� wit�iout markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The Ciry wrll fur�tisk a tax exemption certificate upon request. RFP 5160 4. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within tliirty (30) caleridar days of the City's receipt of the deliverables or o� �he 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 batance aY tlie tesser of tlie �ate specified in Texas GovernmenY Code Sectio�[ 225T.625 or the mazimum 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 cYays after the grounds for withholding �ayment Irave been �esolved. 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 defecfive or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonat�Ie evidence iridicating proliabYe �ilirig of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City's agents, employees or con�ractors, wlucli is not covered by insurance required to be provided by the Confracfor; 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 liquida�ed dariiages for tfie anficipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failu�e of the Contractor to cornply witn a�y tnaterial 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 owect 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 �o the City for paymen�s made liy credi� car� or el�ct�oriic funds �ransfer: 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 confract. 'I'he absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Con�rac�or writfen notice o� �he failure of fhe City fo make an adequa�e Appropriation for ariy fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insuff'icient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, tlre�e will l�e rio �enaliy nor rerrmoval fees cKa�ged to the City. 5. TR�V�� P�NS�S: All travel, lodging and per diem expenses iri connecfion wifh the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. 6. FI1tTEYL PA�1tZElvT AND CLO��-OUT: RFP 5160 A. If a DBE/MBE/WBE Prograrn Plan is ageed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compl'iarice Report fo the Furchas'ing IVlanager rio lafer than t�e 15th calendar day af�er 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 acceptarice 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 fmal inspection, (3) arising from failure of the Contractor to comply with the Contracf 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, o� (5) arising urider the City's rig�t fo audiC; arid ii. a waiver of atl clai�s by tYte Coritractor against the City other than those previously asserted in writing and not yet settled. 7.1tIG�F �'O ��JIII�: 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 sach books, records, documents and other eviderice pe�aining to �he Cb�tt�act ��riod anii f�e years thet�eafter, except i� an audit is in progress or audit fmdings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be availatile, within fen (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. A11 books and records will be �riade available wit�in a 50 mite radius o� tYie 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 auctit, utcluding any tr�vet �osts, tnust b� lsc�rne by the Contracto� wl�icn �tust t�e �ayalite 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 shatl constitute, in the Ciiy's sole discretion, grounds �'or termina�ion thereof. Each o� fhe terms "books" "records" "documents" and "other evidence" as used above shall be construed , � , � to include drafts and electronic files, even if such drafts or electronic files are subsequently used Co generate or pr�paYe � fuz�,l �r�tted d��tt�eri�. 8.SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/1V�E/WBE agreed to Plan, the Contractor shall corriply witk all t�equirern�nts appr6�ed b� the City. The Cont�a�tc�� sk�Yl riot 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 acce�tec� l�y tk� City in writing. l�c� acc�ptanc� by the City 6f any �ul�contract�r skatt constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a moritlily �ubcontract Awards �rid Exp�riditures Report to tlie Procurement Manager; no tater 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 t�ke C6nt�actog and �al�contt�actot�. 'Fhe tertns of the sulscontract tnay n�t ��nflict witn the terms of the Contract, and shall contain provisions that: RFP 5160 i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; 'ii. prohibit t�� ub�6ntYa�ta� f�oin fix�he� �ub�ont�acting any portion bf tlt� C6ntract 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 farm, sul�stance and amount acceptable t� 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 tirrie fo enat�le the Coritractor �o iriclude sarrie with its invoice or application for paymerit to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their �ontract, insuran�e i�t the typ� and amout�ts specified f�r tke C6ntracto�, �vitk the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as f�ie Coniractor is requirecl �o indemnify �he 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. Nc�thing in the C�nt��ct skall create for the benefit of any such Sul�c6n1��r any c�ntra�ti.cat 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 otT�erwise be requirec� �y raw. D. The Contxactor 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 cut�-�nt pri�es �n 6rders l�y 6tkers for like deflv�ral�les under sunilar tertns of purckas�. 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 wifTi any compe�itor. 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 far items in excess of the Contractor's curr�rit pri��s 6n ord��s t�y 6ti��s for like deliv�rabl�s und�� siYnitar te�ns 6f �a��ha��. 10. WARRANTY — SERVICES: The Contractar warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and warTunantike manner in accordance with generally accepted industry standards anct pracfices, fhe terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. '�� Cb�tra�tbr rriay rio� Iiinit, �xciud� or disclaim t�� fbr�gbing w��`�`anty br any warran�y 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 Ac�eptance Date. If during the warranty p�riad, ane ar rnore af tk� ab�ve warranties age 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 addifional performance s�alt be borne by the Contractor. The City shatt endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery RFP 5160 of the breach warranty, but failure to give timely notice shall not impair the City's rights under this section. C. If t�� Cantra�t6� is unabl� 6� unwilling to ��f6�n its s�rvic�s in acco�dance witn tk� �ls6ve 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 Contractar, and purchase canfarming services from ather saur�es. In such event, the Cantract6r shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 11. ACCEPTANCE OF INCOMPLETE OR NON-CONFORIYIING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforining deliverables, the City prefers t6 a�cept iti, the City inay d6 s6. Tke Contractor shall pay all claims, costs, losses and damages ariributable to the City's evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to fmat payment, the City may c�educt such amounts as are necessary �o compensa�e the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after fmal payment, such amount will be refunded to the City by the Con��actor. 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 assurart�� 6� �ke int�nt to p�r�orm. In tke �vent that no �ssuraiT�� is given wi�hin �he tiin� 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 determiried liy ttie City to be unsafe to eittier tife 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 c�f suck Sta� VVork Notice. 14. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adeqa�t� assuranc� 6� ��ri6rtnan�� und�r Pa�ag�a�h 24, (�) becotnes insolvent 6r seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor's Offer, or in any report or deliverable required to be submitted by �he Contractor to the City. 15. TERIVIINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract far cause, by written notice effective ten (10} calendar c�ays, ant�ss 6tkerwise specifi�d, after tke dat� of suah n6tice, unless the C6ntract6r, within su�h 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 availal�le under law or in equity, the City shall be entitled to recover all actual damages, cos�s, losses and expenses, incurred by the City as a result of the Contractor's default, including, without limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post jndgin�nt int�rest ati ti�� tna�cirttuin lawful rate. Additianally, in the ev�nt 6f a default by tke RFP 5160 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 disqualifed for up to three (3) years. All righ�� and r�inedi�s under the C6nt�a�t ar� cumalativ� and �r� r�6� �x�lusi�e 6f an� otl��r ri�t 6� remedy provided by law. 16. TERMINATION WITHOUT CAUSE: The City shall have the right ta terminate tke 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, sp�cifi�d iri tke 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 priar to th� date of te�nination in accardanc� with tk� 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 t��ninatibn 6f t�� C6ntract f�r caas� �y th� Ciry �.nd ma� res�tlt 'rn l�gal actibn. 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 b�st int�r�st. If �uck d�lay c�ases an inarease in tti� cbst of th� work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor inust assert its rigkt tc� 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 delaymg the delivery as rioti�ed. 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, ricits, civil �ain�nc�tic�n, lal�csr disruptions, sa�c�tag�, sovereign canduct, ar 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 wi11 be held witAin three (3J business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 19. INDENINITY: A. Definitions: i. "Indemnif ed Claims" shall include any and all claims, demands, suits, causes of acti�n, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution me�h�rtistii, �n�lud'utg �t��rn�y arid bt��r ��`bfessibrial �e�s �c�r: (1) d�inage �o br l�ss ef 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 af such subcantractars; 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, �tie Contracfor, the Contractor's subcon�ractors, and third parties), ii. "Fault" shall include the sale of defective or non-conforming deliverables, negligence, willful misconduct ar a RFP 5160 breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF 'THE CITY�, Il�TDEMNIFY, AND HULD THE CITY, ITS SUCCESSOR�, AS�IGNS, OFFICER�, EMPLOYEES AND ELECTED OFFICIALS N�tMLESS FROM AND AGAINST ALL INDENINIFIED CLAIMS DIltECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPL4YEES OR SUBC4NTRACTORS, IN TAE PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE eQNTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIlVIIT THE RIGHT� OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTIOI� AGAINST ANY THIlZD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLA�IVI. 20. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in EXIIIBIT C The successful Contractor shall procure and �naintain insurance of tke t��s and in tn� minitnuin amounts acc�ptabl� to t�� City. T'he insurance shall be written by a company licensed to do business in the Sta#e of Texas and satisfactory to the City. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indica#ed and agreed to, as submitted to the City and appraved by the City within the procurement process, �or tk� duratian of the Can�r�c�, including �x��nsic►n aptians and kald av�r periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage's and endorsements required ta the City as verificatian af coverage prior t6 cantract exeauti6n 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 ef 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. ui. The Contractor sha11 nat cammence work until the required insuranc� is al�tain�d 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 cons�rued to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor's and all subcantractars' 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 warkers' compensatian coverage writt�n by the TeaLas Warkers' Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancell�tion endorsements as w�ll as the Certificate of Insur�ric� sh�ll contairi the solicitation number and the following information: City 6f Dent�n Materials Management Deparhnent 901B Texas Street RFP 5160 Denton, Texas 76209 vii. T�� "�tk�r" insaranc� clause shall nbt a�s�ly to tk� 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 applical�le. 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 ariiourits specified. If Excess Liability Iusurance is prdvided, it shall fetlow 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 rnal�e any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by Iaw or regutations t�inding upon either of the parties �ereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period af the Contract and to make reasonable adjustm�nts t� in�u�ance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisians, the claims history of the industry or financiat condifion of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor sh�ll be responsible �ar premiums, deductibl�s �nd sel� ins�eed retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. Tke Cantractar shall endeavar to provide the City thirty (3Q) calendar days' written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract. xiv. The insurance coverage's speciiied in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Spe�if c C6v�rag� R�qaireinents: Specif'ic insurance r�quirements are cantained in the solicitation instrument. 2 L CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse affect on the Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to the City wi�in tet� (10) calendar days after r�ceipt of notice by tke Cant�actor. Such natice ta 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 persanally or by Tnail at�d 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. NOTICES: Unless otherwise specified, all notices, requests, or other cornmunications 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 Cer�ifi�d o� RFP 5160 Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine comrnunications may be made by first class mail, telafax, ar other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 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 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, indetnnify, 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 af or resulting from: (i) any claim that the Gity's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor's breach of any of Contractor's representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City's behalf. Further, Contractar agrees that the City's specifications regarding the deliverables shall in no way diminish Contractor's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 25. CONFIDENTIALITY: 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 (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors cansider 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 Conf'idential 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 5160 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. OWNERSHIl' 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 agees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to spec�c 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 Ciry 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 employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City o fl all worldwide right, title, and interest in and to such deliverables. With respect to such work made-for-hire, the 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 agees 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 obt�in 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 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 Paragaph 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: T'he 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 5160 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 commission, percentage, brokerage or contingent fee. 30. GRATLTITIES: T'he 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 solicitation shall have a fmancial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall 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 Coniract 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, Texas for the purposes of income tax, withholding, social security taxes, vacation or sic�C 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. ASSIGNIV�NT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. RFP 5160 34. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other e�sting or future default or defaults, whether of a similar or different character. 35. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar ternis on any the Contractor invoice, order or ather document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 36. INTERPRETATION: The Contract is intended by the parties as a fmal, 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 tertn 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 party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision- making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties frorn 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 sha11 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 wi11 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 mediatian. RFP 5160 38. JiJRiSDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The faregoing, however, shall not be construed or interpreted ta limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 39. IlWALIDITY: 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 firm and its principals are not currently suspended or debarred from doing business with the Federal RFP 5160 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, sex, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 44. BiTY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable, in addition to the specific federally funded requirements. A. Definitions. As used in this paragraph i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether ar 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 definition, plus allocable overhead costs, but excluding proiit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. 'Bnd product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. l0a - lOd) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". RFP 5160 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 contractor or supplier to be licensed by the State of Texas, any and all fees and ta��es are the responsibility of the respondent. 47. PREVAILING WAGE RATES: All respondents will be required to comply with Provision 5159a oi "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. �"l�1�7.��`��1��1V ICC( ��o.c'f70 ��OV�C�1��1`l�iil! Oil�1;�-.�1!I"L!1 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 tirnes, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 49. FEDERAL, STATE, AND LOCAL REQUIItEMENTS: 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 shaIl not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 50. DRUG FREE WORHI'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 fmal rule, government-wide requirements for drug-free work place (gants), 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 fmal rule that may hereafter be issued. 51. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNII�NT 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 5160 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 reasonable 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 conf'irmed 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 Party to require performance in the future. No delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 54. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of any immunities from suit or from liability that the City may have by operation of law. 55. RECORDS RETENTION: The Respondent shall retain all fmancial records, supporting documents, statistical records, and any other records or books relating to the perfortnances called for in the Contract. The Respandent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respo�dent shall grant access to all books, recards 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 516� Exhibit C INSUR.ANCE REQUIREMENTS AND WORKERS' COMPENSENTATION REQUIIZEMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without li»uting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, coHtaining the co►�tract number and title of the projecz Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has bee►t accepted, approved, and signerl by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the Sta#e 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 sha11 be endorsed to provide the following: ■ Name as Additiona.l Insured the City of Denton, its Officials, 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 aga.inst 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 wrfiten notice should any of the policies described on the certificate be cancelled or materially changed before the e�iration date. • 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. RFP 5160 • 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 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: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with 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 1000 000 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy ar 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 sha11 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 Fortn 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 (XCi� 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 sha11 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 properiy damage liability arising out of the operation, mainienance and use of all automobiles and mobile equipment used in conjunction with this contract. RFP 5160 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 agee 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 Attaclunent 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 sha11 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 sha11 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$1,000,000.00 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 $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 of Denton and all subcontractors as their interests may appear. [ ] Commercial Crime Provides coverage for the theft or disappearance of cash ar 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 RFP 5160 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 ageements. ff such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. RFP 5160 ATTACHMENT 1 [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 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 beg'mning of the work on the project until the contractor's/person'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 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, 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, 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 RFP 5160 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 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 sha11 contractually require each person with whorn it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll 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 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, RFP 5160 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, 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 5160 EXHIBIT D CITY OF D�NTON RFP FOR FIB�R OPTIC [t�STAL�ATtOlV SERVICES C4NFLICT OF INTER�ST QUESTIONNAIRE � FQRM CYQ For vendor or other erson doin business wlih local overn�ental enti � Thls questionnaire reftects changes �nacie io tlte law by FI B. 1491, 80t1► I.eg., Regular Session. O�FICE iiSE ONLY This questionnsire is being filed in accordance with cuapter 27b of the �ocal Go'vernment Code by a person ➢ateRecaived . who has a business relations�ip as defined by Sectfon i76.001{1-a) wiEh a local govetzim�ntal eptity apd the parson meets requuemenis under Section 176.OQ6(a). By la►v thts questionnaire mast be filed with the records adm�inisirator of the local goverfunent enHty not later than ihe 7th business day a$er the date the person becomes a�cvara of �'acts that require t8e statemant to be filed. 3ee Sebtion 176.006; T�ocal Government Code. A person cammits an offense if tha person knowingly violates Section 176.006, Local Qovernment Code. An offense under this seotion is a Class C misdemeanor. � Namc of pe�•son who has a busipess relationship wit4 local govarnmental enfiiy. BJ �ciwai•ds 2 � Check this box if you xre filing an update to a previousEy fiEed quesuonnaire. {The law requires that yau file au updated completed questiounaire with the appropdate f ling authorily not Iater than the 7'� business day atter ihe date the origina]ly fileti quesiionnaire becomes incomplete or inaccura#e.) 3 Name of locnl govera�nont offioer with whom filer has an empioyrnent or business relationship. �ane Name of 0#tfiaer � This sectlon, (Item 3 fnciuding subparis A, B, C& D), mast be completed for each otflcar w(th whom lhe fller has an employment or other business relaElo�shlp as defined by Section 176.007(1-a), Loca! Government Code. Attach addllional pages fo fhis Form CtQ as nerzssary. A. Is the lacal govemmenl ofticer narned in this section receiving or Ilkely t� recetve taxable 9ncome, other #han invesfinent income, from the fller of the questlonnafre? � Yes 0 No B. 1s the filer of the questionnaire receiving ar likely t4 recelve taxabie income, other than investment Income, irom or at tha dlrection ot the locai governmeni officer named in this section AND iF►e iaxable Income fs not �ec:eived from #he faeal governmantaf entity? � � Yes 0 No C. Is the fller of this questiont�aire employed by a cprporation or other buainess eniity with raspect to which fha locat government offlcer serves as an officer or dlrector, or holds an ownersh(p of 10 peresni ar more? 0 Yes � No D. Describe each a�lliatlon or buslness relationship. None 4 � r � BJ Edwards 03/26/2013 . . Signature of person . g b si e s it the go�emmental en{ity �aE� RFP 5160 F'AG� 67 OF RFP #5160 EXHIBIT E RFP 5160 - Tabulation Sheet far Fiber Optic Installation 5ervices Contrect Servires E Services Proposal Pricing to Include all costs Including but not Ilmited W lebor, supeMslon and equipmeM: Equtpmenc Oenton,TX Estimated ITEM Annual UOM Type of5ervice Requested Cost of Servlce QuanUty CtTy of Denton requested Ctty of Denton flecommended completionschedule installetiontime Installatlon of AD55 fl6er optic wble on utlllty poles as per Instruc[lons located in the 1 15000 FT AppendlKaectlon.Allmanufactures'requiremen[sforins[alletlanoffi6erapticcahla shall be met. 2 weeks noHficaNan ofjo6 2000 ft per day/ s[ralght pull $ 1.24 Installatlon of AD55 fl6er optic cable In ezfsting canduit az per instructlons located in 2 10000 � theAppendlxsectlon. All manufactures'requlrements for installetlon of Flber optic cable shall 6e met. 2 weeks no[I(ICatlan of jo6 2000 ft per day/ streigbt pull $ 0.95 Per Splice 72 Fibers Flber Splicin@ ADSS fl6er ( DME supplying Enclasure and all supplles, not equlpment ) 3 1 per manufacturers recammendations-Enhlbit 2 or more 2 weeks notificatlon of ob 72 per day $ 864.00 4 1 EA AD55 Fi6er Cable Prep 2 weeks notiflcation of )ab lhr 5 180.00 5 1 EA AD55 E�closurePrep. 2weeksnotiflcetionof'ob 2hr $ 3fi0.00 6 1 Reel ADSS 72 Fi6er Reel Test and Verlflwtlon . Documenhtion of every flher Z weeks notlflcetlon of Jah 1 da $ 864.00 Per Splirn 72 F16ers FlherSplicing OPGW � DME supplying Enclosure and all supplles, not eqUipment)per 7 1 manufacturers recommendations. or mare 2 weeks notiflcatlon ofjob 72F per dey $ 864.00 8 1 EA OPGWFIberCableRep 2weeksnotificationofob 2hr $ 360.00 9 1 EA OPGW EnclosurePrep. 2weeksnotiflcatlonofjob 3hr $ 360.00 l0 1 Reel OPGW 72 FI6er Reel Test and VerfFlcatlon . Documentetion of every flher 2 weeks notiFlcation ofjo6 1 day $ 720.00 31 5000 ft Ins[allatlon of Pull TaDe In existing canduit as per manufectures requirements. 1 Week Notiflcatlon of work Supervlsar Discretlon $ 0.21 12 5000 k Hodingezis[ingconduit 1WeekNotifimtlonofwork SupervisarDiscretion $ 0.30 13 3000 ft InrtallationofTracewlrelnewistingcandui[asDMEsrequlrements. SWeekNatifirationofwork SupervisarUiscretion $ 0,21 14a 600 hr 1 man uew to perform small maintenance Jobs 1 Week Notiflotlon of work Su ervisor Discretlon S 4J.50 146 Z6 hr 1 man crew with Bucket to pertorm small maintenence jobs 1 Week Notiflwtion of work Supervisar DiscreNon $ 92.SU 15a 50 hr 2 man crewto perform small malntenanca jahs 1 Week No[iflcetion of work Su ¢rvlsar Dlscre[ion $ 67.50 15b 10 hr 2 man crewwith bucket to perform small malntenancejobs 1 Week Notlfiotion of work Supervisor Diuretion $ 138.75 16a 25 hr 3 man crew fo perform smell malntenance Jobs 1 Week Notiflcatlon of work Superviser Discretlon $ 92.50 166 10 hr 3 man crew with buckat ta perform small malntenance jobs 1 Week Notiflcation of work Supervisof Discretion $ 185.00 17 10 hr 3 men crew wlth beckhae ta perform small maintenancejabs 1 Week Notifiratlon of work Supervlsor Dlscretion $ 185.00 18 3000 k flemovel (retire) ofald Fiher (AD55) 1 Week NotiFlcation of work 4000k Oer day $ 0.50 19 30D ft 7renching 2 fnch ryplcal 461nches with conduft Installed �dirt) 1 Week NotiBcatlon of work 200 k per da stral ht run $ 4.10 19A 300 ft Add inrtallatlon of a subsequent 2" WC condult In open trench 2 Week Notifiwtlon of work 201 k per day / strelght run $ 0.60 20 300 ft Trenching 4 inch ryplcal4S Incheswith conduit installed �dirt) 1 Week Notifiotlon of work 200 ft per day / stralght run $ 4.80 2Q4 300 k Add Installation of a su6sequent 4" PVC condult In open [rench 2 Week Notiflratlon of work 201 k per da /strafght run $ 0,60 21 200 hr Pulling Cet5e or Slamese or Mul[Iple Ce61es thru rnnduits or buildings 1 Week Notiflcatlon of wark Su ervisor Oiscretion S 138.75 22 200 hr Mountingcameras,housing,terminatingCat5eca61e 1WeekNotifiratlonoFwork SupervlsorDlscretlon $ 92.50 23 10 hr Emergehcy Servlces (minlmum 4 hours� 1 man crew 2HR Response Supervisof Discretian $ 138.75 24 5 hr Emergency Services (minlmum 4 hoursj 2 man crew 3HR Aesponse Supervlsor Dlscretion $ Ia5.00 25 1 hr Emergency Services (m�nimum 4 hours) 3 man crew 4HR Response Su ervisor Discretian $ 265.00 ** - MINIMUM JOB FEE - ANY JOB MUST BE IN EXCESS OF TWO HOURS OF LINE 16A PER JOB ($185 AT CONTRACT EXECUTION). ANY JOB ESTIMATED LESS THAN THIS AMOUNT, WILL SWITCH TO THIS MINIMUM AND BE CHARGED HOURLY. RFP 5160 EXHIBIT E CITY OF DENTON RFP FOR F1BER OPTIC iNStALLATION SERVICES SUSINESS OVERVLEW QUESTIONNATRE AND FORMS 1. Cantractax Name: Cai�le Conh•actors LLC dba Contract Seivices & Equipment 2. Address (Principal Place of Busirzess}: mailing address - POB 1�� ,Den.ton Texas ,7b202 physical address - 2000 Audra Ln. ,Denton Texas 76208 3. Does your company have an estab3ished physical pFesence in the �tate of Texas, or the Ciiy o� Denton? Yes ,Denton Texas �. Tax Payer ID#: 75-2708163 5. Email Address of Piim�ty conta,ot: ( bje@catvdoc.com ) 6. Web�te Address; 7. Telephone: office 940 4$8-3235 8. Fax: n/a 9. Other Lo�ations: z�one 10. Organization C�ass: LLC Partriership Individuai Corporation Association 11. Date Esialslished: Sept 01,1995 12. Foirne�• $usiness Nanr�e: notte 13. Aate o£'Dissoiution.nla 14. Subsidiaiy of: n/a 15. His�torically Underutilized Business: Yes or No -( No ) 16. Principals and Offtcers; B J Edwards GM Please detail responsi.bxli�ies with the name of each grinci�al or o�I'xcer, day to day busin.ess operations ,supervision of aIl subconh�actors used, hands on al} projects, billing and callections of invoices, � 17. Ke�+ Personnel and Responsibilities and Biograp�sies: � RFP 5160 EXHIBIT E � . CITY OF DENTON RFP �OR FIBER QPTIC II�STALLATiON SERVICES Please detail responsibilities with the name'of eacli key personne�. 1 S. Niunber of Persannel by Discipline: Discipline Number af Staff # Registered 19. Sarvices Frovided bq Contractor: a. Please provide a detailed list'vng of all services ihat your company pro�xdes. Coni�act services for poie line and imdergroutad iiistallation of �ber , coax, telepho�ie lines. 5picing of a!i types of cahles and fi6er uistalled b. �'lease detail your prior experience working on sizx�.ilar projects with Texas gavarnnaental � ez�f�ties, . - anstallaiioti of fibex aptics for the city Garlaud (��a��} x�et��ork/fiUe�• aptic ring 36 nules af fiber � � e. Please detail your simiiar services provided ovex• the past two (2) yea�•s. Waxk for DME on all of the fiber projects for the communicaiions department. PuII fiber ul buildings , thri� � coi�dui#, instalIation oii poles, place conduit d. Detail documented prao� of at least three (3) project� in the past two {2) �eais. see attacl�ed mvoices e. ��ease detail these services, includ'zng, the nature of the sei�ices provided, ihe scope of the act�vities, the organizabions far which the servitces were provided, fihe dates af the projects, and the c�oeumenied benefit to the gove�ez�#al entity. AIl tivorlc has been with DI1� co�mnuiucations departyment. ��'Iease-detail any infoimation regarding issnes that may have been experiez�ce with the pa•p�ision of your servzces �t ware not cotnpleted to the satisfaetion af the customer. None kaaown to n�e. 20. klas �Tow company �'iled ox been named in any lirigaiion involving yo�,u eompany and the Owner on a con�iact within tlae lasi five years u�ndex your current companp nama or ar�y other compan.y name? ( no ) If so pzovide details of the xssues �.nd resolution if available. Include lawsuits where Ow�er �as involved., 21. Please provide at least (3} tht�ee xe�e�ences (preferai�ly ntunicipalities) arid conix�act amounts. Inciude projec# description, coniact narnes, po�iiivz�, and organization name and #elepl�one number £o:r each reference listed. See attaclin�ent F, 22. Have y�u ever deiaul�ed on or failed to complete a contract under �aur eurxent company nanle o� anq other company name7 If so, wl�e�•e and why? Give narn�e and tel�phone �number of O.wnex. no�ie 23. Have you ever had a contract terrninated by the Owner? If so, where and vvhy? Give nart�e and telephone number {s) of Owne�• {s). no�ae 24. Has your company implemented aix Employee Health and Safety Progra�x� compliant with 29 CFR � 9� 0"General Yndustry Sta.ndards" and/or 29 CFR 1926 "General Construct�on . Siandaxds" as they apply ta yotu Company's cnstoma�y activities? yes FtFP 5160 EXHIBIT E C[TY OF DENTON RFP POR FiBER OPTIC iNSTALLATION SERVICES htfia•//www osha �ov/nls/ashaweb/owasrch.search form7p doc type=STANDARDS&p toc level=l &p kewalue=192G 25, Work 1�pe — Dish'ibution. by Proportion o�.Annual Average: Work Type % by Fee °fo by No of Projects 2b. Please indicate #he total number of projecfs yoizr Firnn has undertaken within the last ftve years? 140 + over the last S years RFP 5160 �XHIBIT E CITY O� DENTON RFP FOR FIBER OPTIC INSTALLATIDN SERVICES �SA�ETY REC4RD QUESTIONNAIRE The City of Denton desires to avail itself of the be�aefits of Sectiou 252.0435 of the Local C�overnment Code, and consider tlte safefy reoords of potential contractors priar to awarding bids on City contra.cts. PUrsuant to Seation 252.a435 of tbe Local Government Code, the City af Denton �as adopted the fo�lowing written. definit�an a:ad. criteria for accurately determining the safery record of a bidder prior to awaxding bids on City cantracts, The de�nition and criteria for determiiling the safety record of a bidder for this consideration shall ba: TF�e City of Dentoa aLail conside�• the safety record of tlte bidde��s in determining the responsibility tLereof. The City may cousider any inciclenae in�volving wot�lter �a�eYy or safety of #he c#tizens of the �Ciiy of Denton, be it ��eta#ed or caused by environmental, mech�nical, operafional, supervision or any other cause or factor, Specificatly, the C�ty raay consider, among o�her things; a, Complaints to, . ox• �nal ordexs et�tared by, #lie Occupafionai Safety and Health Review Commission (OSHRC), agau�st the bidder for violations of OSHA regulations within the past three (3) years, 0 . b. Citations (as de�ned belorv} from an Envi.rontnental Protection Agency (as defined belo�v} for �violatians witi�in the past five (S) years. Environ�nental Protection Agencies include, but are not necessarily linnited to, the U.S. .A.rmy Curps of Enginears (USACOE), #he U,S. Fish and Wildlife Service (CTSFWS), ttze Envi�•onznenial Pxo�eotlon Agency (BPA), tl�e Texas Commission o1i Enviromnental Quality (TCEQ), the Texas Natura) Resource Conservation Cotnm�ssion (TNYtCC) (predecesso3� to the TCEQ), flke Texas Depattm.ent of Health (TD�, the Texas Pa�•ks and 'VVildlife Aepar�►neixt (TPWD), the St�uctural Pest Control Board (SPCB}, agencies of locat govermnents responsible fo� enfprcing environmantal protection or worker safefy related laws or regulations, and sunxla�• regulato�y agencies of other sta.tes of the United States. Citations include notices of vioiatioi�, notices of enforcement, suspensioa�/i�evocatio��s of state or federal Iicenscs or registratioi;s, fines assessed, pending crimi;ial complaints, inc�iotments, or convictions, adsninistrative orders, dra#t o�•ders, �'inal orders, and fudicial fmal judgnents. 0 v. Conviotions of a cxi�minat offense witl�in the past ten (10) yea�'s, «+laich resulted in bodily harm or death. 0 d. Any other safety related matter deemed by the City Council to be material in. determining the responsibiiity af the bidder and ltis or her ability to perform tl�e services or goods reguii•ed by tl�e bid documenis .in a s�fe environmeztt, both for the workers and other e�nplos�ees af bidder arid f�e citizens of the City of Denton. Q In order to obtain pro�er irt�oxznatian from bidders so thai City of Danton may consider the safety records of potential contractors prior to awarding bids on City contracts, City af Denton requires that bidde�•s answer the following three (3) questions and submit tl�em with their bids: RFP 5160 EXHIBIT E CITY OF DENTON RFP FOR FIB�R OPT1C INSTAI.LATION SERViCES QUESTxON O1�TE Has tiie bidder, or the finn, corporation, parlY�ershxp, oa• institution represented by the bidder, ar anyone acting for such firtn, ca��arat�on, partnership or inslitution, received oitations for violations of OSHA within the past tl�ree (3) years7 YES N� x If die biddar has indioaied YES for question ntunber oiie above, the biddar must provide to Giiy of Denton, with its bid submission, ttte followit�g in�o�•nnation witl� respect ta each such citatiott; Date of offense, location of establishment inspected, category of of%nse, fuzal disposition of offense, iiany, and panalty assassed, Has the bidder, or the firm, corporation, partnei�sl�Ep, ar institution repi•esented b� tue bidde��, or auyone aciing for such firm, corporation, gatrtnership or i�nstitutioxx, xeceived cifations far ��iolstions of envi►•onmenial protection laws or regulations, of any ki�zd or type, �vitl�En the past �ive years? Citations inaiude natice of violafion, noiice of enforcement, suspensionlrevocRtions of state or federai licenses, or registraiions, �nes assessed, pending criminal complaints, 3ndictmen�s, ox� conv�ctious, administraf�ve arders, draft oxders, final orde��s, and judic2al final judgmen�s, YES NQ x If the bidder has indicabed YES for questioiz number t��vo above, the bidder must provide to City of De►iton, with its bid submission, #he following information with respect to each such con�viction: Date of offense or flccut�'ence, location where offense occu�red, fype of offense, final disposition of offense, if any, and penalty assessed. QU�ST�ON THitGE � Has the biddei; or ths futin, coi�oration, partnership, or institniian represented by bidder, or anyox�a acting for such firm, corporation, pa��tnershrp, or institution, ever been cQnvicted, �viihin tl�e pas# ten (14) years, of a criminal off�nse which rasulted in sei�ious bodily injury or death7 � YES N� x Tf tha bidder has indicated YES for question number three above, the biddar must pro�ide to Ciry of Denton, with its Uid submission, tIia followuig inforination witl� raspect to each sucli conviction; Date of offense, locatioii where 4ffense occurred, type of offensB, final disposition of o£�ense, i� any, and penalty assessed, • RFP 5160 EXHIBIT E RF�' 5i 60 ADDENDUM #� Addendum #1 to bc returned with Propoaal The following are changes to the spec�fications: 1) Exhi�it 1 has been rev�sed per fhe attached. Z) Pa�e 23, knsta��atron Descrlptians shall be modified to read: Item 1 Installation o£ #iber opric cable on ufility poles as per instructions located in the Appendix seotion. All manufactures' requirements for installatian of £'iber optic cable sha11 be met. Iem2 Installation of fiber optia cabla in conduit as pe�• inst�uctions laeated in the Appendix sectian. A,l� rnanufactures' requirements for installation of fiber optic cable shall be met. Item 3 Fiber Splicing ADSS #"iber optic cabie as per manufacturers recommendations, Items � 8c ADSS Fibex Cable �'rep aczd Enclosure Prep Ttem 6 Re�l Testing AI�SS. Docume:ntation required Item 7 Fibar Splicing OPGW Fiber optic aable as per manufaetuxers recotnmendations. Itetrt S&9 OPGW Fiber Cable Prep and Enclosure Prep Iemlb Reel Testing UPGW, Documentation required Item 11 Installation of Pull Tape in existing conduit RFP 5160 EXHIBIT E RFP Si60 Item 12 Rodding existing condui# Ttem � 3 Installation of Trace wixe in exis#ing conduxi Item 14 One man cx�ew to pei�orm small maintenance jobs. a, With bucket b Without bucket Item15 Two man crew to perform srrtatl maintenance jabs. a. With Bucket b. Wittiout Bucket Ttem 16 Tlu�e$ man cxew #o pex£oxm small maintenance jabs. a. With Bucket b Without �uc�Cet Iteni 17 Three rnan cxer�v arid baciclioe ta perform small maintenance jobs. a. With �3ucket b Without Bucket Item 18 Removal (retire) if old fiber Ztem 19 Trenching 2 inch Typical Dept� A�8 inches Item 24 Trenching 4 inch Typieal Depth 4$ inches Item 21 �'ulling CatSlG or Siam�se or Multiple cablas tluu conduits or buildings. RFP 5160 i EXHIBIT E RFP 5160 Item 22 Mott�ting camet�as, housings, terminating CatSe cahle. Ttem 23 Emergency Seivices 1 man c�•ew (4 hour min) 2 h;oux• i�espo�nse Item 24 Ernergency Serviees 2 man crew (4 haur min) 3 hour ��esponse Item 25 Emergency Se��vices 3 man arew (4 hour min) 4 hour response NO 4THER CHANGLS AT THIS TIME. This farm should be .��gne�l and returned w�th your proposR� Namer � .� � -� G� Stgntefure: � Company: ��Ti�fi��" ��''� til�C�� .'l.'7 �`f' � 7Ytle: , �'�'"1 Q Date: �� `� RFP 5160 DocuSign Envelope ID: 948C96EB-976F-4ACCrB1F42C4297BC86B2 THE STATE OF TEXAS § § COUNTY OF DENTON § FIRST AMENDMENT TO CONTRACT BY AND BETWEEN THE CIT'Y OF DENTON, TEXAS AND CABLE CONTRACTORS, LLC, dba CONTRACT SERVICES AND EQUIPMENT fRFP NO_ 51601 THIS FIRST AMENDMENT TO CONTRACT 5160 ("Amendment") by and between the City of Denton, Texas ("Cit�') and Cable Contractors, LLC, dba Contract Services and Equipment ("Contractor"); The CITY deems it necessary to further expand the services provided by Contractor to the CIT'Y; NOW THEREFORE, 1_ E�ibit A"Special Terms and Conditions", Total Contract Amount of the Agreement is hereby amended to read as follows= "The contract total for services shall not exceed $540,000 per total contract term_ Pricing shall be per E�ibit E attached_" All other provisions of the contract 5160, as heretofore amended, remain in full force and effect_ IN WITNESS WHEREOF, the CITY and the CONTRACTOR, have each executed this Amendment, by and throu��Z��ilr6 respective duly authorized representatives and officers on this the date RFP 5160 — Amendment #1 Page 1 of 2 DocuSign Envelope ID: 948C96EB-976F-4ACCrB1F42C4297BC86B2 "CI�" CITY OF DENTON, TEXAS A Texas Municipal Corporation DocuSigned by: By_ G�ar�, �. �,a.w��c,(�, GEORGE C_ CAMPBELL, CITY MANAGER ATTEST= JENNIFER WALTERS, CIT'Y SECRETARY DocuSigned by: By_ ,�t.In.In.i�t,V� �a�t,Vi APPROVED AS TO LEGAL FORM= ANITA BURGESS, CITY ATTORNEY DocuSigned by: BV_ � � J "CONTRACTOR" Cable Contractors, LLC, dba Contract Services and Equipment A Corporation DocuSigned by: �,� �afA/A.V ��l.S G . M . By= AUTHORIZED SIGNATURE, TITLE RFP 5160 — Amendment #1 Page 2 of 2