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2014-026
ORDINANCE NO. 2014 -026 AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING AN INITIAL ONE (1) YEAR CONTRACT WITH THE OPTION TO EXTEND FOR TWO (2) ADDITIONAL ONE (1) YEAR PERIODS FOR THE SUPPLY OF ELECTRIC UTILITY DISTRIBUTION HARDWARE, CONNECTORS, ARMS, AND ACCESSORIES FOR THE CITY OF DENTON DISTRIBUTION CENTER; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 5392- AWARDED TO MULTIPLE VENDORS AS SHOWN ON EXHIBIT A IN THE ANNUAL ESTIMATED AMOUNT OF $1,283,667 FOR A THREE (3) YEAR NOT-TO-EXCEED AMOUNT OF $3,851,001). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for the supply of Electric Distribution Hardware, Connectors, Arms, and Accessories for Denton Municipal Electric in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies or services, shown in the "Request for Proposals" on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER VENDOR 5392 Techline, Inc. 5392 HD Supply 5392 Stuart C. Irby Co. 5392 Wesco Distribution, Inc AMOUNT Exhibit A Exhibit A Exhibit A Exhibit A SECTION 2. By the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. Should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under the RFP 5392 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. ............ PASSED AND APPROVED this the day of _ 2014. ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: y Ati, APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY a C1E: X3'92 RFP 5392 Exhibit A CONNECTORS, ARMS AND ACCESSORIES - EVALUATION ONLY* Techline BAFO Wesco - BAFO HD Supply -BAFO (no change) Stuart C. Irby BAFO Fort Worth, TX Pittsburgh PA Corinth, TX ......... Ft. Worth, TX _.... Est. ......................... Delivery Days _._.__......_ Delivery .�..�.... Delivery Delivery Item Annual UOM COD Item # Description Unit Price Total Price After Receipt of Unit Price Total Price Days After Unit Price Total Price Days After Unit Price Total Price Days After # Quantity Order Receipt of Receipt of Receipt of ANCHORING & GROUNDING 1 277 EA 54069505 I POLE PLATE $ 4.40 S 1,218.80 5 2 5 EA 28574000 TROD, ANCHOR GALVANIZED 5/8 "X8' $ 15.71 $ 78.55 14 3 1 EA 28574030 ROD, FOR 8 "TO10" SCREW ANCHOR $ 15.41 $ 15.41 5 - -__ -__ ._ _. -..- W4 45 EA 28574050 m.m_ ..... ROD, ANCHOR 1' X 10' W /TWINEYE S 40.01 S 1,800.45 5 � - -- 5 143 EA 28574060 ROD FOR SCREW REINFORCED 10" S_._..._ 19. 00 0 m $ 2,717.00 5 ANCHOR, SHACKLE, RATED FOR 30K LBS PIN AND 6 5 EA 32010050 LCOTTER $ 6.68 $ 33.40 14 7 45 EA 32010080 IANCHOR 10 WAY $ 26.73w $ 1,202.85 5 ......- 8 167 EA 32010115 ANCHOR, SCREW REINFORCED 10" S 31.05 $ 5,185.35 14 9 248 EA 28540000 ROD, GROUND, COPPER, 5/8" X 8' $ 10.60 $ 2,628.80 5 ...._ .... - -- __.._ __.. -- ...... 10 5 EA ........._ - - - -- 28540075 .......... . . . .. ROD, GROUND, COPPER, 3/4 "x10' $ 19.30 $ 96.50 5 11 391 EA 28772040 ICLAMP, GROUND ROD 5/8" \ $ 1.05 S 410.55 5 _.... - -- . ... .. .. ..... [ �... i $.......- 15,387.66 7.5 CONDUCTOR ... -- SUPPORT .._.W ..... S - _ -._.° ----- _.... ...... 12 5 EA 28773075 CLAMP, 3 -BOLT 5.75" X 2" $ 4.02 $ 20.10 14 13 S EA 28775250 STRANDLINK 1/4" $ 12.17 $ 60.85 42 . ............ .. . . . . .. �.. 14..........52 EA 28775260 STRANDLINK3 /8.. S.- 11.51 $ 598.52 S _... _ � _..... 15 ...- . ....... -- EA 28775270 _ - - - -- STRANDVISE 1/4" $ 7.07 $ 35.35 14 16 1034 EA 28775280 STRANDVISE 3/8" (50 /BX) \ $ 11.00 $ 11,374.00 S 17 705 EA 28772080 CLAMP HOTLINE #6,3 /0 $ 8.24 $ 5,809.20 5 ......... . . . . .� _... 18 276 EA 28772100 CLAMP HOTLINE #4 -300 MCM S 24.71 $ 6,819.96 5 19 - 4 EA 28773040 CLAMP. DEADEND 3/0-477 13 $ 41 $ 53.64 5 � ............... ...W......._. .__........ - - - -_ .._... - -.... ........ - -m� 20 833 EA 28773060 CLAMP, DEADEND S66 & 795 (12K) $ 15.52 $ 12,928.16 5 ..�--- .........._ .�. -.... ....... ... -� - -- -. ._ - ....._.. 21 54 EA _..m.. 28773080.. .... -- _ ...............� DEADEND„ AUTO 2AL TO4ACSR CLEV $ 5.75 $ 310.50 14 22..W 7 EA 28773100 i DEADEND, AUTO CU 4SOL -6STR $ 6.78 1 $ 47.46 5 23 6 28773110 DEADEND, AUTO 1 /OAL- 2 /OAAC $ 6.43 $ 38.58 5 24 84 28773115 DEADEND BOLTED 2 -336 S 13.35 $ 1,121.40 14 25 6 28773120 DEADEND, AUTO CU 150E 25TR $ 10.37 $ 62.22 5 .,...._ 26 5 FEE 28773140 DEADEND CU #4 STRAIGHT THRU $ 8.12 $ 40.60 5...,_ �.. �- .. ...... 27 - -- 2 28773160 DEADEND, AUTO CU 6SOL,CLEVIS S 5.96 S 11.92 5 28 S 28773200 DEADEND, AUTO #4 ACSR FLEXBAIL $ 7 22 $ 36.10 14 29 5 28773220 DEADEND, AUTO CU 3 /OSOL- 2 /OSTR $ 29.72 $ 148.60 14 30 S EA 28773250 DEADEND, AUTO 4/O AL, Z -BAIL $ 17.40 $ 87.00 70 31 5 EA 28773260 DEADEND, AUTO CU 6 SOL, LOOP $ 7.19 S 35.95 5 32 10 EA 28523330 HEAD, WEATHER 2" S 7.67 $ 76.70 5 _ ................ . _.- ....._....- . ......... .- 13 EA 28523335 HEAD. WEATHER 2.5" $ 28.53 11 $ 370.89 5 34 4 _ EA 28523340 - HEAD, WEATHER 4" $ 65.66 $ 262.64 14 RFP 5392 Exhibit A Techline BAFO Wesco - BAFO HD Supply -BAFO (no change) Stuart C. Irby BAFO Fort Worth, TX Pittsburgh, PA Corinth, TX Ft. Worth, TX Delivery Days Delivery Delivery _, _ .... __ ....... ......... �� Delivery Est. _ ry Y Item Annual UOM COD Item # Description Unit Price Total Price After Receipt of Unit Price Total Price Days After Unit Price Total Price Days After Unit Price Total Price Days After' # Quantity Order Receipt of Receipt of Receipt of 5 ITIT , CONDUIT 1 HOLE 3/4" $ 0.11 $ 0 55 .... ... 14 . .. 35 5 EA 28523400 TRAP .. IT STRAP, _ 36 30 EA 28523450 STRAP, CONDUIT 2 HOLE 1" $ 0.17 $ 5.10 14 37 5 EA 28523500 STRAP, CONDUIT 2 HOLE 11/4" $ 0.26 $ 1.30 14 38 5 EA 28523550 STRAP, CONDUIT 2 HOLE 11/2" $ 0.30 $ 1.50.. _.. mmmmmITITIT14 39 5 EA 28523600 STRAP, CONDUIT 2 HOLE 2" $ 0.45 S 2.25 14 40 5 EA 28523625 STRAP, CONDUIT 2 HOLE 2 1/2" $ 0.65 $ 3.25 14 �....._ _ ............................. 41 S EA 28523630 STRAP, CONDUIT 2 HOLE 3" $ 0.85 $ 4.25 14 42 3 EA 28523650 STRAP, CONDUIT 2 HOLE 4" $ 1.10 $ 3.30 14 .............. 43 94 EA 28523660 STRAP AL, CONDUIT 2 HOLE 2" $ 3.67 $ 344,98 5 44 49 E E ....... A 28523670 '..STRAP AL,CONDUIT 2 HOLE 2 1/2" $ 3.86 $ _. mmmITITIT 189 .14 5 � ..._. ._ _._......._...._. ...... . , ..._.... _� 45 121 EA 28523680 STRAP 5 --- - - - - -- $ .. $ w. �.... 46 142 EA 28523690 STRAP AL, CONDUIT 2 HOLE 6" 5.25 4.17 $ 504.57 " $ 5 47 40 EA T SLOTS, STANDOFF BAR 5', ALUMINUM WWW ITIT ITIT ..28523700 M $ 27.78 $ 14 ..... i 48 105 EA 28526121 CONDUIT, ALUMINUM 6" x 10' $ 159.05 $ 16,700.25 14 __....� _w ................... ............... . ...... 49 124 EA 28526122 CONDUIT, ALUMINUM 4" x 10' S 89.40 $ 11,085.60 14 ...... _..... ,.._. ............ .m.... _ . 50 93 EA 28526123 CONDUIT, ALUMINUM 2" x 10' 30.25 $ 2,813.25 14 ._.......... ........ _ .... 51 37 EA 28526124 CONDUIT, ALUMINUM 21/2 "x 10' $ 47.87 $ 1,771.19 14 _.. ... ... ............. .. 52 108 EA 28775610 CONDUIT STANDOFF BRACKET $ 16.76 $ 1,81008 5 53 252 EA 28775620 BRACKET, STANDOFF W/16" T -SLOT $ 33.50 $ 8,442.00 14 LOCKNUT, FOR GALVANIZED STEEL RIGID 54 5 EA 32022030 ........... CONDUIT -2.5" S 3.50 $ 17.50 14 55 '�..... 5 EA 28595175 SUPPORT, CABLE TRAY 14' $ 29.75 $ 148.75 _ ...... m _.... S 56 102 EA 128773950 POSITIONER CABLE $ 16.55 $ 1,688.10 5 $ 87,743.95 11.7 _..... � .............._m... ............ CONNECTORS _ 57 .... 6 EA 28595350 SPLICE TENSIONAL 1/0 AUTO \ $ 13.11 $ 78.66 14 58 65 EA 28595500 SPLICE TENSION AL #2- #4 STIR \ $ 5.56 $ 361.40 5 59 5 EA 28595550 SPLICE TENSION AL 4/0 \ $ 13.67 $ 68.35 5 ........... ......... ......... ........� ___m... ....... 60 5 EA 28595600 SPLICE TENSION CU2 /0STR &1 /0SOL $ 6.63 $ 33.15 14 .....__......... ............_ _ ... 61 4 EA 28595620 SPLICE TENSION CU 42 SOL \ $ 6.64 $ 26.56 14 RFP 5392 Exhibit A Techline BAFO Wesco - BAFO HD Supply -BAFO (no change) Stuart C. Irby BAFO Fort Worth, TX Pittsburgh, PA Corinth, TX Ft. Worth, TX _._. Est. _...._ .........� _ ....... . Delivery Days ........ ........ Delivery Delivery Delivery Item Annual UOM COD Item # Description I Unit Price Total Price After Receipt of Unit Price Total Price Days After Unit Price Total Price Days After Unit Price Total Price Days After # Quantity Order Receipt of Receipt of Receipt of 62 50 EA 28595640 SPLICE TENSION CU #4 SOL \ $ 3.73 $ 186.50 _ 5 ------- .... - - - -- --- - - - - -- ................. _- .... -� .. 63 ........ 50 EA ...m...... 28595660 . .......... SPLICE TENSION CU #6 SOL \ $ 3.50 S 175.00 5 64 5 _ EA 28595680 SPLICETENSION CU 1 /OSTR /2 /OSOL $ 11.09 $ 55.45 14 65 6 EA 28595690 SPLICE TENSIONCU2 /0 ST11/3 /0SOL $ 11.46 $ 68.76 ... 14 66 3 EA 28595700 SPLICE TENSION CU 4/0 STR $ 21.95 65.85 14 67 196 .... EA -- 28772420 CONN. 1 BOLT 4/0 $ 13.50 $ 2,646.00 14 68 5 EA 28772680 CONNECTOR INLINE #6 STIR CU $ 4.03 $ 20.15 14 69 932 EA 28772745 CONNECTOR, ARRESTER LUG $ 4.10 $ 3,821.20 5 70 350 EA 28773420 INSULINK, #2 TO #4 \ _$........ 0 40 $ 140.00 14 .a. .... ..... ..- ..... .... . 71 200 EA 28773480 INSULINK #4 TO #4 \ $ 0.40 $ 80.00 14 .. 72 559 EA 28773685WmmITIT CONNECTOR,IBOLT #1 /OSTR- #85OL\ $ 6.03 $ 3,370.77 14 ........... 73 313 EA 28775040 54UEEZON, STREETLIGHT CONN \ $ 0.344 $ 107.67 5 74 612 EA 28775120 SQUEEZON, 2/0 -1/0 TO #246 \ $ 0.550 $ 336.60 5 75 647 EA 28775130 SQUEEZON FOR 4/0 TO #2 - #6 \ $ 0.575 S 372.03 5 76 256 EA 28775140 SQUEEZON. 2 /0- 1/OTO2/0 -1/0 \ $ 0.540 ..........- $ 138.24 5 ............... 77 176 EA 28775150 SQUEEZON, 4/O TO 2/0 -1/0 \ $ 0.650 $ 114.40 S 78 966 EA 28775160 SQUEEZON, #2 - #6 TO #246 \ $ 0.328 $ 316.85 5 79 134 EA 28775170 SQUEEZON, 4/0 TO 4/0 \ $ 0.340 $ 45.56 5 80 616 EA 28775180 SQUEEZON, 1/0 - #2 TO #2 - #6 \ S 0.372 ... $ 229.15 5 _ ..............._ 81 97 EA 28772770 CONNECTOR,INSUL AP 3 $ 26.72 ', $ 2,591.84 14 82 28 EA 28772775 __ �..... CON NECTOR,INSULATED MULITAP 5 $ 33.70 $ 943.60 ........_........� 14 ......... www__.�....... � - -� w __.........� 83 4 EA 28579350 'SLEEVE 2 ............._ WAY FUSED - $ 13.00 $ 52.00 14 -.... . .Y.Y ........ _ - .........._... 84 5 EA 28772660 LUG FLD SEAL CONN. SF5125 _....._ $ 22.74 ...... $ 113.70 ........ 14 .... �... .... _ ..._. � .._�..���.._ . �......... . .....85 _ 5 EA 287 -- ....._ 72670 ............._.....� LUG,FLD SEAL 1/0 STR 1/0 COMP $ 0.76 $ 3.80 _ 14 _.� 86 ... 2 EA 28772750 CONN, SECONDARY SPADE 1/0 -1000 S 81.81 $ 163.62 14 WWWW 87 25 EA 28772760 CON NECTOR,(TRANS)STUDMOUNTS /8" $ 9.57 $ 239.25 14 88 12 EA 772765 CONNECTOR,TRANSF STUDMOUNT 1" $ 16.74 $ 200.88 14 89 S EA 28772900 SCOTCHLOK CONNECTOR, GRAY ......._....� $ 0.14 .......� $ 0.70 14 90 20 EA 28772920 SCOTCHLOK CONNECTOR, RED $ 0.14 $ 2.80 14 91 20 EA 28772940 SCOTCHLOK CONNECTOR, YELLOW $ 0.14 $ 2.80 w_.__.� 14 .... -- W �.__...� ...._.. �...... 92 213 EA 28773660 LUG TAP "__....... �. ..- _....._� #2 350MCM SINGLE $ 9.17 - $ 1,953.21 ._. 42 ........... . . . . ._ 93 267 .... EA 28773680 - _..._.mmm. LUG TRANSFORMER GROUND 3/8 ", #8 -1/0 $ 3.63 $ 969.21 14 94 65 EA 28773700 LUG, TAP, SINGLE FOR350- 750MCM J.L 10.30 1 $ 669.50 42 95 260 EA 28773720 LUG TAP 2/0 100MCM DOUBLE $ 18.97 $ 4,932.20 5 96 50 EA 28773730 LUG, #2 CU, 1 HOLE, 1/2" DIA $ 4.5 3 $ 236.50 14 RFP 5392 Exhibit A Techline BAFO Wesco - BAFO HD Supply -BAFO (no change) Stuart C. Irby BAFO Fort Worth, TX Pittsburgh, PA Corinth, TX Ft. Worth, TX ......... _ _...... Est. Delivery Days Days After Days After Delivery Item Annual UOM COD Item # Description Unit Price Total Price After Receipt of Unit Price Total Price Y ry Unit Price Total Price Y ry ' Unit Price Total Price Days After Delivery Delivery Quantity Order Receipt of Receipt of Receipt of 97 5 EA_ 28773740 LUG, #2 CU, I HOLE _........� _ _ ..... ..._.. - 3/8^ DIa $ s.14 S zs.7o 1a 98 5 EA 8773750 LUG, 4/0 CU, 2 HOLE, 1/2" DIA $ ...- 9.95 $ 49.75 ......... 5 99 ......5 EA 28773800.. - -- .� . ... UG, FLOOD SEAL #2 $ 0 95 $ 4.75 14 100 5 EA 28773840 LUG, FLOOD � - ..�...... ..... ..... .....�.. ..... ... �_ ____ ._ ... -� --- _-- ..._... SEAL $ 1.12 $ 5.60 14 101 5 EA 28773900 LUG, FLOOD SEAL 250/4/0 $ 1.43 $ 7.15 14 _.... - ...... _ . -. -- ....... _ __.._ 102 5 EA 28773920 LUG, FLOOD SEAL 500 $ 6.19 $ 30.95 14 103 ....., 5 EA 28772960....- STUD, 600 AMP T -ELBOW $ 89.38 $m. _ 446.90 14 104 98 EA 28772980 SLEEVE DISCONNECT TB -7 (MTR) $ 12.50 $ 1,225.00 14 $ 27,729.71 12.4 FIBERGLASS PRODUCTS _...... _ _. ......... ...._... 105 10 EA 28572120 BRACKET, F /GLASS POTHEAD 1PH $ 32.07 $ 320.70 5 106 56 EA 28572180 BRACKET, F /GLASS POTHEAD 3PH $ 123.98 .....� _. ..... - -- ......... 6,942.88 14 I 107 5 EA 28573200 ARM, FIBERGLASS, SLIM LINE 18" $ 46.65 $ 23125 14 108 74 EA 28573230 ARM, DEADEND,FIBERGLASS HD 8',10K# $ 205.00 $ 15,170.00 5 109 S EA 28573240 ARM, DEADEND,FIBERGLASS 5' , 10K# $ 150A0 S 750A0 � .. mm �......... 110 1 EA 28573245 ARMJANGENT FIBERGLASS 10' $ 109.63 $ 109.63 30 111 1 EA 28573250 ARM, FIBERGLASS, STEERHORN $ 112.00 $ 112.00 30 _._ _. _.. - - - -� ........... _ ..............._.. _ ..... 112 8 EA 28573260 ARM, TANGENT FBRGLASS HD 8' $ 146.90 $ 1,175.20 30 113 38 EA 28573265 ...... 5 ARM, DEADEND,10' HD FBGLS $ 237.00 $ 9,006.00 � � ... . ,,,,,,___........ 114 4 EA 128576120 BRACKET, FIBERGLASS 18 $ -- .....�............ . S 33,968.46 19.3mmm ..... .................. _. _,.. _- ...�.- - - - - -� _. FIBER ACCESSORIES 1715 DEADEND, THE OUTSIDE DIAMETER IS OD 115 19 EA 28773300 .661" $ 55.37 $ 1,051.98 10 �. _- ............ ....... _.......� 116 100 EA 128595180 SUPPORT, IN LINE PLP, OD .661 $ 25.94 $ 2,594.33 10 S 3,646.31 10.0 FORMED WIRE ........ _ ',1s051000 MOLDING, GUY .......... ....._.. �....- ..... -_ ......... ��..... ......... ...._ ..W.. � w,_... 117 320 EA GUARD, YELLOW 8' $ 2.87 $ 918.40 5 S S ...218 ...�o�.._._ EA ....28040010.... WIRE, CAGE DISP 5.86 410.20 5 ._ ... ......... .........�, ....- ____......�......_�..� ......- ...... ....___�' 119 5 EA 15052100 MOLDING, TREE GUARD (50 /BX) S 7.16 $ 35.80 14 120 592 EA 28075000 TIES SERVICE GRIP m #2 (200 /BX) _ $ 0.705 417.36 �... .... 5 ..__.��_�....�... � .........��_ ., , w....._...__ 121 267 EA 28075050 TIES SERVICE GRIP #4 (300 /BX) $ 0.556 $ 148.45 S 122 151 .... _ EA 28075100 ... V:IL:S, SE...__....._ �.... .. ............W _... ...._. _. RVICE GRIP .210 i 5 1.57 $ 237.07 14 123 129 EA 28075150 TIES SERVICE GRIP 4/0 (100 /BOX) _ 1.68 216.72, mm$ 14 ........... _- ..�..... �.......... ..._ ....... ..�... � ..... .. .....�� -._._ ... -� 124 21 EA 28075300 TIES TOP 4/0 LONGSPAN S 6.82 $ 143.22 14 125 5 EA 28075310 TIE, DOUBLE SIDE FOR 556.5 (50 /BX) $ 9.48 $ 47.40 14 126 48 EA 28075315 TIE, DOUBLE SIDE FOR 795 (50 /BX) $ 13.00 $ 624.00 14 127 100 EA 28075320 1 _..... - - - - - -- TIE, SPOOL FOR 556.5 WIRE S 4.97 $ 497.00 14 ..........._ �... -.. _ ....... - -� RFP :�T92: Exhibit A Techline BAFO Wesco - BAFO HD Supply -BAFO (no change) Stuart C. Irby BAFO Fort Worth, TX Pittsburgh, PA Corinth, TX Ft. Worth, TX ......... ............ _ . _. ......... ......_._ ..........�, Est. Delivery Days Delivery Delivery Delivery Item Annual UOM COD Item # Description Unit Price Total Price After Receipt of Unit Price Total Price Days After Unit Price Total Price Days After Unit Price Total Price Days After Quantity Order p p Receipt of ......... __..�.. Recei t of Receipt of 128 165 EA 28075330 TIE, SPOOL 4/0 BARE AL EZ -WRAP $ 2.98 $ 491.70 14 �...._ _.. ..... (� ....... ------- 14 129 _ 5 EA 28075335 TIE DOUBLE SUPPORT(4 /0 7W AL) (50 /CA) S 10.94 $ 54.70ITITITITIT 130 5 EA 28075340 TIE.DOUBLESUPPORT 556.5 19W AL (50 /CTN) $ 14.37 $ 71.85 14 __._- -- _. ._ _ . ..._. 131 3 EA 28075345 TIE,DOUBLESUPPORT 795 37W AL, 50 /CTN $ 15.70 $ 47.10 14 � ............._ _ . 132 328 EA 28075460 TOP TIES, AL 556 AAC MISTLETOE $ 8.47 $ 2,778.16 14 _....... m.......... _ .... ..._........ 133 1 EA 28075470 TOP TIES, AL 4/0 AAAC ALLIANCE $ 7.16 $ 7.16 14 134 4 EA 28075480 TOP TIES, AL 2/0 AAAC ANAHEIM 5 5.41 $ 21.64 14 135 71 EA 28075490 TOP TIES, AL #2 ACR SPARATE $ 5.19 $ 368.49 14 136 587 EA 28075500 TIES TOP FOR 795 ARBUTUS $ 9.08 $ 5,329.96 14 $ 12.866.38 12.2 .................................. -FOUNDATION PROD _137 5 EA 28586315 TRANSFORMER, PAD 8 HOLE(V) $ 39.00 . 195.00 14 138 5 EA 28595170 RACK, CABLE 36" X 4" $ 42.00 S 210.00 S ..... ......... ... _ ..._. BOX, STREETLIGHT 12X12 WITH ELECTRIC ON LID 139 36 EA 154070720 AND 3/8" LARGE PENTA HEAD BOLTS $ 78.00 $ 2,808.00 5 ITmm $ 3,213.00 8.0 FUSING AND PROTECTION 140 5 [EA 28528100 CUTOUT DOOR, 100AMP NEW STYLE S 25.73 $ 12.8.65 5 ........ .. ��. .................... 7.0.1 304 28528150 CUTOUT, 100 AMP -NO HARDWARE S 51.91 $ 15,780.64 5 ......_.. _. ................... 142 54 28528250 DISCONNECT, RISER 600 AMP, LINE TAP SWITCH $ 212.44 S 11,471.76 42 143 15 28528300 DISCONNECT, RISER 900 AMP, LINE TAP SWITCH S 227.98 $ 3,419.70 42 144 458 28503000 ARRESTER,W /CAP W /OUT BRACKET S 35.00 $ 16,030.00 5 7.45 5 EA 28533270 FUSE, BAYONET, 8 AMP 5 14.75 $ ......_. 73.75 14 146 5 28533280 FU SE.BAYONET,15 AMP $ 14.75 S 73.75 14 _....... . .... ............ ......w. _ a ................................... _ 147 5 28533300 FUSE, BAYONET, 25 AMP $ 14.75 $ 73.75 14 148 5 EA 28533320 FUSE, BAYONET, 40 AMP $ 14.75 $ 73.75 14 149 5 28533340 FUSE. BAYONET, 65 AMP $ 28.40 S 142.00 14 I ..... 14.75 ..... $ 73.75 14 _... �._. 151 19 28532100 FUSE HOLDER, "HOMAC" S 20.18 $ 383.42 14 150 .5 28533360 53 28532105 FUSE HOLDER, "BUSSMAN" $ 6.39 $ 338w67 5 .28 $ 11.40 5 _ _ _. 153 5 28532110 FUSETRON, 7 AMP FNM $ 2mmmmm . . 154 151 EA 28532160 FUSETRON 10AMP FNM 250V $ 2.28 $ 344.28 5 155 170 EA 28532.345 FUSETRON,20AMP MAX500V $ 4.18 $ 710.60 5 156 103 EA 28532350 FUSETRON,30AMP MAX500V \ $ 4.18 $ 430.54 5 ............ _ . 157_ 5 EA 28532370 FUSE LIMITRON KTK 30 AMP $ 3.55 $ 17.75 14 158 ........ 5 EA 28532380 FUS - ......... _.. _- �._._._ ._ _w..,,, ......._. ETRON 60 AMP FR $ 630 $ 31.50 14 159 5 EA 28532400 FUSETRON 60 AMP FRS S 13.10 $ 65.50 14 $ 49,675.16 13.2 _ ... HARDWARE RFP 5392 Exhibit A Techline BAFO Wesco - BAFO ..... . .............. HD Supply -BAFO (no change) Stuart C. Irby BAFO Fort Worth, TX Pittsburgh, PA Corinth, TX Ft. Worth, TX Est. ._ ....... Delivery Days _ ................................. Delivery w Delivery Delivery Item Annual I UOM COD Item # Description Unit Price Total Price After Receipt of Unit Price Total Price Days After Unit Price Total Price Days After Unit Price Total Price Days After # Quantity Order Receipt of Receipt of Receipt of 160 226 BX 45058300 STAPLES 2 "X1/2 "X.162, 100 /BX \ $ 11.52 $ 2,603.52 5 161 85 EA 28572400 GUY STRIP ATTACHMENT $ 1.72 _._. $ 146.20 5 .......................... _.... 162 77 EA 28572420 .......... ... GUY ATTACHMENT $ 9.30 $ 716.10 14 _. 163 5 EA 28572440 _. GUY ATTACHMENT SIDEWALK $ 12.72 $ 63.60 5 164 125 EA 28572500 HOOK "J" DRIVE 5/8 �..mm $ 0.67 $ .. $ 83.75 5 _._..... 165 40 EA 32020000 BOLT,CARRIAGE 3/8" X 4.5" W /NUT $ 0.555 ...........m.. $ 22.20 5 ............. ....... _...... 166 5 ........... EA ._._. 32020020 . BOLT,CARRIAGE 3/8 X 8" W /NUT $ 1.38 $ 6.90 42 167 5 EA 32020040 BOLT DA 5/8 X 16" \ $ 2.356 $ 11.78 5 _.. ...... ... 168 4 EA 32020080 BOLT DA 5/8 X 20" m \ S_. 2.586 $ 10.34 5 L_..,,.......... �....���__..'. 169 194 EA .. ._. 32020100 BOLT DA 5/8 X 24" \ $ 3.02 $ 585.88 5 170 5 EA 32020120 BOLT DA 5/8 X 30" \ _ $ 4.73 $ 23.65 mmmmmmmmITITIT 5 WWW WWWmIT 171 151 EA 32020130 BOLT EYE 5/8 X 14" \ SmmmITIT 3.32 $ 501.32 5 172 164 EA 132020135 BOLT,EYE 5/8 "X16" \ $ 3.52 $ 577.28 _.... ..... _.... _ . 173 783 EA 32020140 BOLT MACHINE 1/2"X7" \ $ 0.87 $ 681.21 5 174 10 EA 32020160 BOLT MACHINE 5/8" X 2 1/2" \ $ 0.89 $ 8.90 5 175 24 EA 32020180 BOLT MACHINE 5/8 X 6' \ $ 0.94 $ 22.56 S 176 9 EA 32020200 BOLT MACHINE 5/8 X 10" \ $ 0.95 $ 8.55 5 177 368 EA 32020220 BOLT MACHINE 5/8 X 12" \ $ 1.04 $ 382.72 5 178 1519 EA 32020240 BOLT MA ......... �..__..m CHINE 5/8 X 14" \ ._ $ 1.19 ...... $ 1,807.61 ._ . ......... 5 179 857 _ EA 32020260_ BOLT MACHINE 5/8 X 16 "\ $ 1.47 ._.. $ 1,259.79 _..... 5 _w......_..... 180 54 EA mITITmm 32020280 BOLT MACHINE 3/4 X 12 "mmmmmIT \ $ 2.17 $ 117.18...... 5 181 206 EA 32020290 BOLT MACHINE 3/4 X 14" W/ NUT $ 2.44 $ 502.64 5 182 251 _ EA 32020300 BOLT MACHINE 3/4 X 16" \ $ 2.74 $ 687.74 5 183 45 EA 32020305 BOLT, MACHINE 3/4X18 $ 3.32 ... $ 149.40 ...._� 5 184._ i..., 5 EA 32020340 ......... BOLT. 3/8" X 1" S.S. \ $ 0.95 $ 4.75 14 185 124 EA 32020360 BOLT 1/2" X 11/2" S.S. \ S 0.94 _ . $ 116.56 14 _. 186 273 _ .......... EA 32020380 BOLT 1/2" X 2" S.S. \ $ 1.01 $ 275.73 14 187 100 EA 32020400 BOLT 1/2" X 2 1/2" S.S. \ $ 1.13 _....... $ 113.00 14 188 751 EA 32020460 WASHER, SO CURVED 4 "X4' X1/4" \ $ 1.75 $ 1,314.25 14 189 1616 EA 32020480 WASHER,SQ CURVED 2 1/4 "X5/8" \ $ 0.51 $ 824.16 5 190 1217 EA 32020500 WASHER, SO 2 ", W/ 1/2" HOLE \ $ 0.21 $ 255.57 _ .......... 5 _.� . 191 5 EA 32020515 A WASHER, SO FOR DEAD-END A RM $ 4.50 $ 22.50 14 192 5 EA 32020525 WASHER, SQUARE 8' DEAD -END $ 4.50 $ 2250 14 193 3291 EA 32020550 WASHER, SO 2 1/4 ",5/8" HOLE \ $ 0.283 $ 931.35 194 270 EA 32020580 BOLT MACHINE 5 /8" X 18" \� $ 1.83 _ .._. $ 494.10 5 BOLT SET,GALVANIZED 1/2 "X2.5" (INCLUDES 2 195 420 EA FLAT WASHERS, 1 LOCKWASHER AND NUT) $ 0.80 $ 336.00 ... _. 14 _.... ... 196 5 EA 132022�22 32022000 _ ..... ......... NUT FOR ANCHOR ROD, EYENUT, TWINEYE $ 7.48 $ 37.40 5 197 1417 EA 32022005 LOCKWASHER. SPRING COIL 1/2" \ $ 0.18 $ 255.06 5 RFP 5392 Exhibit A Techfine BAFO Wesco - BAFO HD Supply -BAFO (no change) Stuart C. Irby BAFO Fort Worth, TX Pittsburgh, PA Corinth, TX Ft. Worth, TX . ......... . . . . .. ...... Est. .. . .. . ............. Delivery Days Delivery .................. . . . .............. Delivery Delivery Item Annual UOM COD Item # Description Unit Price Total Price After Receipt of Unit Price Total Price Days After Unit Price Total Price Da ys After Unit Price Total Price Days After # Quantity Order . . .. .... . ...... Receipt of . . . ......... . ...... Receipt of Receipt of -198 149 EA 32022010 [LOCKWASHER, SPRING COIL 5/8" \ 0.272 1,128.53 ......... ...... .. . .............. . . . ...... . 199 329 EA 32022015 JLOCKtASHER, SPRING COIL 3/4" \ 0.367 . ...... 120.74 5 . . ....... 200 277 EA 32022100 NUT, OVAL EYE 5/8" 1.73 479.21 5 ..... ------ ............ 201 5 EA 32022150 NUT, OVAL EYE 3/4" 1.895 9.48 . .... 5 R02 370 EA 32022250 NUT, SQUARE 5/8" . .............. $ 0.21 . . ..... 79.18 5 ..... 203 6 EA 28572130 BRACKET. TRANSFORMER ARRESTER $ 11.04 66.24 5 . ...... . ....... 204 100 EA 2-8573000 INSULATOR HOUSE KNOB $ . . . . 2.89 . . . . . . . 289.00 14 ............. ....... T- 205 --29-1 -EA . . . . . . . . . . 2 8-5, 7-3-4001PIN, POLE TOP W/NYLON THRD - --- .... --- 6.41 $ 1,865.31 5 . -- i .. . .......... 206 � 1074 EA 28573450 PIN, ARM WOOD W/NYLON THREAD 5.215 $ 5,600.91 5 .... . . I ........... 207 5 EA 28573460 PIN, INSULATOR- LONG SHANK 6.61 33.05 14 208 5 EA 28573475 PIN, ADAPTER LEAD 22.50 ......... 14 ........ 209 5 EA 28772250 CLEVIS FORK, INSULATED $ 2.775 ....... 13.88 5 --2-10 -5 EA ... 28584000 MOUNT TRANFORMER CLUSTER $ 174.47 $ 872.35 .... . ............ 1 14 211 267 EA ............. 28528125 HARDWARE,FOR100/200 AMP CUTOUT -$-5.80 1,548,60.11 5 . . ..... . ........ . LOCKNUT, FOR GALVANIZED STEEL RIGID 212 5 EA 32022020 CONDUIT -2" . ............. . $ 0.38 ............ $ 1.90 14 LOCKNUT, FOR GALVANIZED STEEL RIGID 21.3 5 EA 32022040 CONDUIT -4" 2.33... 11,65 14 ............... LOCKNUT, FOR GALVANIZED STEEL RIGID 214 5 EA 32022050 CONDUIT -6" 37.03 $ 185.15 14 215 240 EA 32070050 SCREW LAG 1/2 X 4" 0.545 $ 130.80 . ...... 5 . . . .. . ........ 28,442.23 8.2 .......... . INSULATORS 216 --- i 18 EA " ' ' jH57330�......]INSULATOR,GUY STRAIN FGLS 54"\ . ....... $ 16.61 5,281.98 28 ................ . INSULATOR 4/0 - 795 PORCELAIN, "F" NECK 217 1.539 EA �28573050 INSULATOR $ 3.53 5,432.67 5 928 EA 128573100 INSULATOR, BELL POLYMER $ 8.69 ........ 5 8,064.32 5 . ........ 21.9 762 EA ......... ...... 2857 INSULATOR, SPOOL, J-93 FORK 3 150 NS �O 0.70 ... . ...... $ 533.40 5 . . . . ............. . . .... 19,312.37 10.8 LIGHTING 220 i EA l28573335 STREETLIGHT, AL 8',FLAT + 9.95 00 $ 195.00 21 221 5 EA 28576000 ARM, STREETLIGHT AL 21", 1-1/4" 28.65 $ 143.25 14 . .... ........ . . . . . ........ 222 47 EA 28576040 JARM, STREETLIGHT, AL 8',CURVED 149.56 $ 7,029.32 S ............ - ----i . ................. ..... -223 20 EA 285761.05 BRAKEj,..SINGLE M.H 61.08 $ 1,221.60 WWW 14 ......... 224 2 EA 28576110 BRACKET TWIN M.H. GALVANIZED 10.00 $ 220.00 14 . .......... ....... . . ............ _.225 ............ 5 EA 28506040 BALLAST, METAL HALIDE GE 98.00 $ 990.00 1 14 _m... ...... 226 911 EA 50565 LAMP.100W HPS WITH TAR 285 i 30.56 27,840.16 5 227 21::1 EA 5550570 [LAMP,250W HPS WITH STARTER 5 32.65 $ 6,856.56 5 .................. RFP 5392 Exhibit A Techline BAFO Wesco - BAFO HD Supply -BAFO (no change) Stuart C. Irby BAFO Fort Worth, TX Pittsburgh, PA Corinth, TX Ft. Worth, TX Est. .. Delivery Days I _._. Delivery Delivery Delivery It Annual UOM Description COD Item # Des Unit Price Total Price After Receipt of Unit Price Total Price Days After Unit Price Total Price Days After Unit Price Total Price Days After' Quantity Order _........... Receipt of Receipt of _. -.._._ .. Receipt of 228 43 EA .... ------ ........ 28550575 LAMP, 40OW HPS WITH STARTER __._. $ 32.95 $ 1,416.85 S _........- ..... .............. _..... � ....._.._.- .- - - - -�. .._. .......... 229 49 EA ..� -� 28550590 LAMP. 400 W METAL HALIDE ... $ 10.23 $ 501.27 5 ..... _. - - -- 230 25 EA _._ -- 28550630 LAMP METAL HALIDE 250W $ 10.23 $ 255.75 5 231 5 EA 28576300 REFRACTOR, HPS 11 -5 -6 $ 10.50 $ 52.50 14 ..... - - -, 232 4 EA 28576430 IGLARE SHIELD, ULTRA FLOOD $ 64.72 $ 258.88 14 233 127 EA 28576450 STREETLIGHT, 100W HPS COBRA $ 68.75 $ 8,731.25 21 ..... ._ .. - - -- . . -. 234 15 EA _......... 28576650 STREELIGHT, 250W 480V HPS $ 159.08 $ 2,386.20 21 235 67 EA 28576660 STREETLIGHT 250W HPS CUT $ 125.00 $ 8,375.00 21 236 4 EA 28576725 STREETLIGHT, 40OW 120 /240 $ 157.50 $ 630.00 21 237 11 EA 28576825 FLOODLIGHT ULTRA H.DUTY 25OW $ 235.11 $ 2,586.21 21 238 19 EA 28576850 FLOODLIGHT ULTRA ..... A DUTY 400W $ 212.07 $ 4,029.33 21 239 17 EA 28730000 PHOTO CELL BLANK $ 4.85 $ 82.45 14 240 941 EA 128730050 PHOTO CELL \ $ 6.09 $ 5,730.69 14 241 34 EA 28730060 PHOTO CELL 480V .. - -...- $ 17.78 $ 604.52 ..........................� 14 ... .Y...... 242 5 EA 28730080 CAPACITOR FOR DECORATIVE STREETLIGHT $ 18.99 $ 94.95 42 243 30 EA 28550020 LAMP FLOURESCENT 48" D. PIN $ 3.15 $ 94.50 14 _ �.... 244 5 EA 28550180 L AMP 30W 130V CLEAR $ 5.50 --- .�....�� $ 27.50 14 _... ... ........ ........... - ..�.._- - -.�,� ,-�.. 245 _�.. EA 28550510 LAMP 400W MV(REC CENTER} $ 6.60 $ 33,00 5 w.w _ _.._ _____...... .�..', 246 54 EA 28550600 LAMP, 1500 W METAL HALIDE $ 31.59 $ 1,705.86 14 247 5 EA 28550610 LAMP, 1000 W METAL HALIDE DM $ 19.97 :..- _..._�. $ 99.85 14 wwww_ ............. ..._m...- . ,.,,,,,,,.m.m.m., �. � gym._...._ ............. - -.. _.............. ..�.- ... „$ 82,192.39 14.5. - ---. ............... ........ ............... ........ . ..... --------....� ............... m.m.m.m.m.m.m. ................. ... ...- _ MARKING .................. 248 20 EA -- ............ ........ 28772990 MARKER ELECTRONIC 3M, BALL � $ 7.44 $ 148.80 14 249 160 BUNDLE 35060050 MARKER,FLAG "BURIED CABLE RED" $ 6.28 $ 1,004.80 14 _ ................. _...... -. - - -� _ .... 250 .a.........._. 5 EA - -__ ............ 35060060 MARKER, CABLE 3X6 $ 29.15 $ 145.75 14 _....�..- .- . -._... 251 5 ........ ... . .. A ........_ . ___ - -.... 35060070 MARKER, CABLE 3X8 $ 35.00 $ 175.00 14 252 _. _..... - -.. 5 EA 35060410 TAG MARKING PHASE A RED25 /PK \ .._._._.....----- -�.... $ 23.00 $ 115.00 T 48 . . ..............._. -.._ .---- ....--- ....-- - - -._. _- - -- _- 253 5 EA 35060420 TAGWARKING PH B -WHITE 25 /PK \ .._ .. $ 23.00 $ 115.00 ...... 48 ........ ......................... ...... IT.- ..------ .... -- m 254 1 5 EA ...._._. -- 35060430 TAG,MARKING PH C -BLUE 25 /PK \ $ 23.00 S 115.00 ................... 48 ............. ..................... ........ 255 50 EA 83223020 TAPE, UG, MARKING 6 "X1000' $ 18.00 $ 900.00 5 256 47-Smmm A 35060400 TAG. ELECTRIC "HOLD" \, $ 2 80 $ 1,330 00 14 257 5 EA 35060075 MARKER, FIBER OPTIC CABLE 6' $ 29.15 $ 145.75 14 258 47 EA 35060210 MARKER, FLAG ORANGE FOR FIBER $ 6.28 $ 295.16 14 _...._................M - ........... 259 13 EA .��.- m........ - -.. 83223000 TAPE, FLAGGING 5 1.50 $ 19.50 14 $ 4,509.76 16.6 RFP 5392 Exhibit A Techline BAFO . . ...... . . Wesco - BAFO HD Supply -BAFO (no change) Stuart ........ - C. Irby BAFO Fort Worth, TX Pittsburgh, PA Corinth, TX Ft. Worth, TX ... ........ Est. Delivery Days Delivery Delivery Delivery Item Annual UOM COD Item # Description Unit Price Total Price After Receipt of Unit Total Price Days After Unit Price Total Price Days After Unit Price Total Price Days After # Quantity - ........ . . Order . .......... --- . ......... Receipt of Receipt of Receipt of . . -- -1 -... TOOLS AND INSTALLATION ACCESSORIES 260 62 EA 1057010 FOAM POLECRETE I GAL 48.20 2,988.40 5 .. ... ............. . .. ............ 7 261 . 504 . .. ...... EA 1057030 FOAM POLECRETE 3 GAL . . . . . . . . ............. 70.65 35,607.60 5 .. ................ 262 8 BKT 86530000 TWINE- OVERHEAD P-LINE DOLLY 78.50 628.00 14 . . ...... 263 296 EA .... . ..... . 67005000 CEMENT PVC - QUART .......... . . 5.90 1,746.40 5 i64 22 EA 67005005 CLEANER, PVCCEMENT, 1 8.50 187.00 14 . ..... . ...... . 265 5 EA 28542150 PENETROX, 8 OZ $ 7.50 $ 37.50, 5 . ........................... ............. 266 5 EA 28718200 SEAL COAT CLEAR "CRC" S 10.00 S 50.00 14 ...... 267 - - - 35 - ------ ----------- EA ---- - 40524000 SILICONE, GREASE 2 OZ. TUBE 5.76 201.60 .......... - 5 -268 3 EA 44591025 WRENCH, "T" 3/4 " (11 MM ........... . $ 28.50 5 269 219 BKT 28542000 COMPOUND, WIRE PULLING, 5 GAL $ 144.10 S 31,557.90 14 270 219 BKT ,28S42000 COMPOUND, WIRE PULLING, 5 GAL 96.75 21,188.25 - - ----- 271 157 . ........... EA :28718000 CLEANER CABLE 40.18 6,309.26 5' . ........ 272 19 BKT 45024500 TAPE, WIRE PULLING, 1800# So ' 140.00 2,660.00 5 ...... 273 . ........... . . . . . . . 37 BKT 45024510 TAPE, WIRE PULLING 2500# 45021 180.00 6,660.00 S ........ . . .................. . ........ . ...... 274 1 EA 1057001 FOAM SPRAY FOAM, UTILITY 10�7( $ 53.00 $ 53.00 14----- 275 5 EA r42 1057100 HOSE UTILITY FOAM 1057 1 S 75.00 375.00 14 - - ---------- -- 405 EA 287180 25 POISON, FIRE ANT KILLER 2871E 2.97 1,202.85 - 5 - -------------- - ---------- ---- _�2�76 277 5 EA . .................... 128718050 CLEANER ELECT. CONTACT "CRC" 2871� 38.94 194.70 14 ---- - --- - ---- I. 278 5 EA �40524100 ISILICONE, R TVADHESIVE -CLEAR, 8 OZ 6.10 30.50 5 $ 111,762.46 8.8 WOOD ARMS ........... 279 381 EA 128572040 BRACE, CROSSARM WOOD 60" 15.08 $ 5,745.48 �8O 243 EA 128S72300 ARM WOOD 3 3/4" x 4 3/4" X 8' 27.55 6,694.65 ...... .......... 281 141 EA 28572320 ARM WOOD 10'(3.75"X4.75"XI0') $ 34.95 S 4,927.95 . ............. . ............................ . . .......... 17,368.08 MISCELLANEOUS ACCESSORIES . 281 . ...... 1 45 EA 28576810 STREETLIGHT., DECORATIVE TYPE III $ 886.08 . . ...... $ 39,873.60 42 - - - ----------- - - - .... .. mmm iB2 . ........... EA 28576350 GLOBE FOR HADCO FIXTURE �40575000 S 255.70 1,27&50 42 . . . ......... - ........... . 283 F6 DR OIL, TRANSFORMER 5 925.00 5,550.00 ............... 14 . ......... ...... . ... 284 5� EA .... .......... . . - ............... ..... . 15LO52070 GUARD, ANIMAL . $ 4.50 2,353.50 5 285 148 EA 6 PROTECTOR, NYLON CABLE 3" -6" i85�_ SL 812.52 5 . . . .............. . . 286 5 EA 28773710 LUG GROUND FOR IUSI STEEL POLE 8.50 42.50 .. . . ... . . ............ 14 ....... .......... 287 . ... ...... .... 5 EA ...... . ........ ... �28576050 POLE,STEEL 35- SINGLE KIT $ 5,975�00 42 . . ........ 288 911 EA 28550565 LAMP, 100W HPS WITH STARTER __1�19S.00 S 30.56 5 27,840.16 5 289 210 EA 285 0570 LAMP,250W HPS WITH STARTER 32.65 6,856.50 5 290 43 EA 28550575 LAMP. 40OW HPS WITH STARTER $ 32.95 $ 1,416.85 S ...... 91,999.13 17.9 'ABB PRODUCTS 291 . . . . 6 . ... . . ................ EA 1�2 85281 DOOR 200AMP 73.87 443.23 30 . ......... . ....... ... 292 . . . . 15 . ................ . . EA 128528160 CU BLADE, SOLID, FOR ABB ................ $ 25.91 $ 388.59 30 . . ..... RFP 5392 Exhibit A Techline BAFO Wesco - BAFO HD Supply _ -BAFO (no change) Stuart C. Irby BAFO Fort Worth, TX Pittsburgh, PA Corinth, TX Ft. Worth, TX ............ Est. Delivery Days _._._ Delivery Delivery Delivery Item Annual UOM COD Item # Description Unit Price Total Price After Receipt of Unit Price Total Price Days After Unit Price Total Price Days After Unit Price Total Price Days After # Quantity Order Receipt of Receipt of Receipt of 293 ._- 46 EA _ . ...._ ..... 28528200 CUTOUT.200AMP (ABB ONLY) 15KV $ 96.69 $ 4,447.81 30 �.. - -... �..... � .... -. - 294 15 A 28528210 CUTOUT BLADE SOLID FOR ABB .... ....... _..- .. -_._.. $ 67.81 ..... $ 1017.12 30 W_.. - - - -- $ 6,296.76 30 CONN CTORS /SPLICES /SLEEVES ......._ ....... ..... - 295 120 EA 28772090 STIRRUP, BAIL HOT LINE CLAMP \ _. � $ 3.35 -- _ S 402.00 _ -- 3 296 5 EA 28574220 SPLICE FULL TENSION 477 -556AA C _ $ 32.50 $ 162.50 15 297 3 EA 28574260 SPLICE FULL TENSION 795 AAC - - - - -- $ 16.52 S 49.56 15 298 9 EA 28574270 SPLICE 4/0 CU FULL TENSION ..._.......- ._ S 9 .20 $ 82 80 I 10 299 5 EA 28574290 SPLICE 336 ACSR $ 10.25 $ 51.25 15 ..... 300 5 EA - ....... _ 28574400 SLEEVE, NEUTRAL 1/0 _..- ......_ $ 0.40 S 2.00 15 301 50 EA 28574420 SLEEVE, NEUTRAL #4 1.33 5 66.50 10 302 100 EA 28574440 SLEEVE, NEUTRAL #2 STIR ALUM \ $� 1.33 $ 13100 10 303 5 EA 28584270 LUG, 2 HOLE, ARBUTUS 795 MCM $ 15.69 $ 78.45 15 304 35 EA 28595310 SPLICE TENSION AL 477 -556 -AAC _ $ 19.75 $ 691.25 305 5 EA 28595315 SPLICE, FULL TENSIONAL 556.5 FOR 556.5 MCM $ 21.45 $ 107.25 15 SPLICE TENSION AL 795 AUTO AAC (ARBUTUS), 306 18 EA 28595320 MUST BE 18 .000 k,,......... _ $ 48.79 $ 878.13 3 307 5 EA 28595725 SPLICE CU 4/0 COMPRESS. S 4.13 S 20.65 10 308 1 EA 287....... .... 72000 CONN. 4 BOLT 250 -500 MCM _.... _ - - - -- _ . ... .. .. . .... $ 57.49 .� $ 57.49 60 309 300 EA 28773400 mmmmm1NSULINK #2TO #2 \ $ 0.40 S 120.00 _ 10 .......... ...... ._ 310 _.. -- 5 EA 28773440 INSULINK #2 TO #6(BLUE -RED)\ $ 0.40 5 2.00 10 311 ." _ EA 28773460 INSULINK #2 TO #8..-- ....... �. _...._ .................. $. - -.. -- 0.40 $ 2.00 10 312 5 EA ...- - 28773500 INSULINK #4 TO #6 \ ........ . . ..._ 5 0.40 5 2.00 10 -.. -_- 313 5 EA 28773520 INSULINK #4TO #8 \ $ 0.40 $ 2.00' 10 314 5 EA 28773540 INSULINK #4 TO #10 \ $ 0.40 $ 2.00 10 315 5 EA 28773560 INSULINK #2 TO #1/0 \ $ 0.40 5 2.00 10 316 5 EA 128773580 INSULINK #4 TO #1/0 \ $ 0.40 1 $ 2.00 ...... 10 _........- -, 317 5 EA 28773590 INSULINK 1/0-1/0 YELLOW-YELLOW $ 0.40 $ 2.00 10 318 270 EA 28775000 SQUEEZON COPPER BUTTON \ $ 0 44 $ 118.80 .$ I 10 319 350 EA 28775001 CRIMPIT CU, 6SOL- 45TR,6S -6ST $ 0.51mW 178.50 10 320 262 EA 28775002 CRIMPIT, CU 6S -4ST, 4SOL -4STR\ .. -_ -.. � $ 0.51 ........................ $ 133.62 .. � 10 ......... 321 50.......- EA .... �:_.- ... 28775003 CRIMPIT, CU 6S -4ST, 8SOL -4STR\ ..... - -� ... -� _........ -w S 0.51 $ 25.50 10 322 582 EA 28775004 CRIMPIT, CU 2SOL -2STR \ _. $ 0.80 . $ 465.60 ........ .. ........__ 10 323 ...._ 400 _.. . TR,85 -4STR ._ $ 0.80 $ 320.00 .. 10 324 EA ..�_ ........ ...... �..._ 28773600 LUG #21 STRESS CONE $ 2.86 ._- .._... ..... $ 14.30 --- .. -.�._� 10 .- 325 39 E ........... A ...� ........_ 28773620 LUG 500MCM UNISHIELD ._ ........ _..___-- �...... $ 7.76 $ 302.64 10 119 EA 28775600 LUG 2H FOR 750 MCM $ 13.27 S 1.579.13 15 �., 327 -_- 6 EA ...... - -- - 28775605 LUG, 2 HOLE LONG BARREL- 250MCM $ 4.50 5 27.00 10 328 5 EA 28584280 PAD, 2 HOLE, 556 MCM AAC $ 6.05 $ 30.25 _...m - - .....__.......- - $ 6,114.17 12.2 _..... ................. - - - -- . - -.... COOPER FUSES 329 5 EA 28533370 FUSE BAYONET 125 AMP _ $ 96.01 S 480.05 330 5 EA 28533375 FUSE, CAPACITOR 40AMP 8.3K $ 248.31 ....... $ 1, 41 54 ._ �30 30 _ ................ $ 1,721.59 RFP 5392 Exhibit A Techline BAFO Wesco - BAFO HD Supply -BAFO (no change) Stuart C. Irby BAFO Fort Worth, TX Pittsburgh, PA Corinth, TX Ft. Worth, TX Est. Delivery . Delive Days N N N Item Annual UOM COD Item # Description Unit Price Total Price After Receipt of Unit Price Total Price Days Y Unit Price Total Price Days Y Unit Price Total Price Days Y # Quantity ............. Order Receipt of _.........._ Receipt of .......... ..._ Receipt of S & C FUSES.._ I..�__ 331 5 - EA 28533500 FUSE, S &C ENDFITTING(PME GEAR) ........................ - ..... $ 256.38 $IT 1,281.89 49 332 5 EA 128533505 FUSES &C, END FITTING - ....................... _,_, 1 $ 266.43 11 $ 1,332.16 49 333 5 EA 28533510 FUSE, S &C 10E $ 116.63 $ 583.14 49 334 6 EA 28533512 FUSE, 5 &C 15E ................ - $ 116.63 $ 699.76 49 335 5 EA 28533515 _........_....... FUSE, S &C 25E $ 116.63 $ 583.14 49 336 5 ------- - -- - - - -- EA ------- - 28533520 FUSE, S & _. W.--- - - - -.. _.. 337 4 EA 28533525 --- .._. - - - - -- FUSE, S &C 30E - -: .......�._ _ . $ 116.63 $ 466.51 49 .. .............. 338 5 EA 28533540 ._......._ _ FUSE, S &C 40E $ 116.63 $ 583.14 49 339 5 EA 28533560 FUSE, S &C 50E $ 116.63 S 583.14 -..- -- 49 340 56 EA 28533580 FUSES &C. ... - - -- 65E _ _. _.__._...... _ .... $ 116.63 $ 6,531.11 49 m, - ........ �.._._ ....... -_ 341 .�... 4 EA 28533600 ..............._� FUSE, S &C 80E $ 116.63 $ 466.51 49 342 10 EA 28533610 FUSE, S &C 100E $ 116.63 $ 1,166.27 49 343 7 EA 28533620 FUSE, S &C 125E $ 116.63 $ 81639 49 $ 15,676.28 49 KEARNEY FUSE LINKS AND CONNECTORS 344 25 EA 28775010 SQUEEZON, 301 #6 - #6 \ $ ..1.23 $ 30.71____3O 345 .... 75 EA 28534001 �... FUSE, BUTTON FOR 200A CUTOUT \ $ 6.10 $ 457.63 30 346 4 EA 2 _._. 8534010 FUSE LINK, 2 AMP 7 \ ...� _ ... ......... . ...._ .. _ ................ _......-- ................ $ 5.05 $ 20.21 30 347 83 EA 28534020 .FUSE LINK, 3 AMP � .�'.... 4.20 $ 348.57 30 348 139 EA 28534030 .................� FUSE LINK, 6 AMP T \ _ ....� $ 4.20 $ 583.75 30 ..��.. ....349 �. 5 4 EA 28534040 FUSE LINK, 8 AMP \ .......... _ �. $ 4.20 $ 226.78 __.....� 30 350 100 _. _. EA .....------ .......... 28534060 FUSE LINK, 10 AMP T _ ........... .... _ - _....._. m........ .......... ........_............ -- .� $ 4.20 $ 419.96 30 351 32 EA 28534080 FUSE LINK, 12 AMP T \ .. .............................._ $ 4.20 $ 134.39 30 35 15 EA 28534100 FUSE LINK, 15 AMP T \ $ 4.20 $ 62.99 30 353 25 EA 28534110 FUSE LINK, 20 AMP T \ E#�� �... .__..._ . r .. $ 4.20 $ 104.99 .._. 30 354 36 E ......_ A _..�- 28534140 FUSE LINK, 25 AMP T \ $ 4.20 $ 151.19 _... 30 355 25 EA - 28534160 ......... ..._ ............... . . .. FUSE LINK, 30 AMP T \ $ 4.62 $ 115 49 30 .. .... ......... 356 . ..... 52 EA 28534200 .... --- --.. -- FUSE LINK, 40 AMP T \ - - - - -- .. .. _ $ 5.05 $ 262.70 30 357 53 EA 28534240 FUSE LINK, 50 AMP T ............... $ 4.83 $ 255.97 30 25 EA 28534260 ... .- .�. .. ................ ... .� - -- FUSE LINK, 50 AMP K \ . S 4.62 $ 115.49 30 _.......� _.....__.... ...................... 1,774.14 50 A 2853432 0 FUSE LINK 80 AMP \ _ $ 9.25 $ 462.57 30 361 EA 28534360 . I FUSE LINK, 100 AMPT $ww 8.83 $ 273.78 30 _�..._..... T \ _ .._......_.. _. $ 22 70 .$..... 1,135 13 30 363 E20 EA 285420020 A RSEALN 8 "X8' PAD $ 59 00 $ 1mm180 00 30 . _ __...... .....������ .................. .. .�................������....... -II $ 8,116.41 30 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND TECHLINE, INC (RFP # 5392) THIS CONTRACT is made and entered into this -'h day of —FebrA A A.D., 2014, by and between Techline, Inc a corporation, whose address is 5401 Martin Street, Ft. Worth, TX 76119, hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products in accordance with the City's RFP 4 5392 Supply o Electric Distribution Hardware, Connectors, Arms and Accessories, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit "A ") (b) City of Denton's RFP 5392 (on file at the office of the Purchasing Agent) (c) Standard Terms and Conditions (Exhibit "B ") (d) Form CIQ — Conflict of Interest Questionnaire (Exhibit "C "). (e) Supplier's Proposal. (Exhibit "D"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." RFP 5392 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. ATTEST: JENNIFER WAL 11 l'6, ,,CITY SECRETARY d BY: _ �.: ..... APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY SUPPLIER BY:��° AUTHORIZED SIGNATURE Naanae:. "_... � �_........ ..........._ . PHONE NUMBER m.... `� ........� FAX NUMBER CITY OF DENTON, TEXAS RFP 5392 l C. CAMPBELL, crr) M 'C A(&,,R Date: RFP 5392 Exhibit A Special Terms and Conditions The Quantities indicated on Exhibit D are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the price. Individual purchase orders will be issued on an as needed basis. Product Changes During Contract Term The supplier shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the product must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to dentonpurc }hasing@..citvofdenton.com, with the above file number in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be returned at the supplier's expense. Products that have been installed will be replaced at the supplier's expense. Authorized Distributor The supplier shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be authorized to sell to the City of Denton, and make available the manufacturer's representative as needed by the City. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one -year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. Price Escalation and De- escalation Prices quoted for the commodities must be firm for a period of one year from date of contract award. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI)* for other electrical equipment manufacturing (PCU33593359). The price will be increased or decreased based upon the annual percentage change in the PPI. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. Should the PPI change exceed a minimum threshold value of + / -I %, then the stated eligible bid prices shall be adjusted in accordance with the PPI change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for * Producer Price Index /PPI is defined by the U.S, Department of Labor: The Producer Price Index (PPI) is a family of indexes that measures the average change over time in selling prices received by domestic producers of goods and services. PPI measures price change from the perspective of the seller. This contrasts with other measures, such as the Consumer Price Index (CPI), that measure price change from the purchaser's perspective. Sellers' and purchasers' prices may differ due to government subsidies, sales and excise taxes, and distribution costs. RFP 5392 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 must also provide supporting documentation as justification for the request. Upon receipt of such request, the City 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 days 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. Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre -price increase prices must be honored on orders dated up to the official date of the City of Denton approval and /or cancellation. The request can be sent by e -mail to: purchasint;(2acityofdenton.com Or mail to: City of Denton Attn: Purchasing Manager RFP 4 5392 901B Texas Street Denton, Texas 76209 Or call: City of Denton Purchasing (940) 349 -7100 The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. Total Contract Amount The contract total shall not exceed $3,600,000. Pricing shall be per Exhibit D attached. Delivery Lead Time Product shall be delivered to the City per the days noted in Exhibit D after receipt of the order. Cooperative Purchasing/ Pinyback Option Supplier has taken exception to the original RFP terms regarding Cooperative Purchasing /Piggyback option. Supplier will only allow other governmental entities to purchase material on RFP 5392 if: a) the governmental entity is located with Techline -Fort Worth's authorized sales area b) all terms (price, lead time, payment, minimum order quantities, minimum order amount) must be met. RFP 5392 Exhibit B Citv of Denton Standard '' Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton's solicitation are applicable to Contracts /Purchase Orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller herein after referred to as the Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the Supplier's Proposal response, Invoice or Statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the Contract /Purchase Order these written provisions will take precedence. By submitting an Offer in response to the Solicitation, the Supplier agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a Solicitation to purchase Goods, and Sections 9, 10, 11 and 22 shall apply only to a Solicitation to purchase Services to be performed principally at the City's premises or on public rights -of -way. 1. P LIER'S OBLIGATIONS. The Supplier shall fully and timely provide all deliverables described in the Solicitation and in the Supplier's Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECT DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. price unless otherwise provided in the Specifications Supplemental r Conditions, each shipping container shall be clearly and permanently marker rr and (b) the City's address and purchase order purchase release number and the price agreement number if applicable, Container number r total box I of r of , the packing list. The Supplier of packaging. Deliverables shall be packed to secure lowest transportation r to conform to all the requirements of common carriers and any applicable specification. City's count or be on r ments not accompanied by packing 4. SHIPMENT . RESERVATION PROHIBITED: Supplier ♦ to ship the deliverables under reservation d no tender operate as a tender deliverables. 5. TITLE & RISK OF 1 of .r to the City only when the City actually receives + accepts 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Supplier shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Supplier may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Supplier access to the sites where the Supplier is to perform the services as required in order for the Supplier to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Supplier acknowledges that it has satisfied itself as to the nature of the City's service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Supplier's obligations under the contract. The Supplier hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. 10. ITORKFORCE A. The Supplier shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Supplier, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on thejob. C. If the City or the City's representative notifies the Supplier that any worker is incompetent, disorderly or disobedient,-ha&know n Lgl�o or re catedlpi violated safety, regulations has yossessed anij firearms or has ossessed or was under the influence of alcohol or drugs on the job, the Supplier shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Supplier represents and warrants that it shall comply with the requirements of the Immigration t verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ("IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Supplier, it's Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Supplier shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Supplier's obligations under this paragraph. Environmental Protection: The supplier shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 el seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. § 1251 el seq.). 14. TRAVEL EXPENSES: All travel, lodging and per them expenses in connection with the Conti-act shall be paid by the Supplier, unless otherwise stated in the contract terms. A. If a DBE/MBE/WBE Program Plan is agreed to and the Supplier has identified Subcontractors, the Supplier is er no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Supplier is not in compliance with the requirements as accepted by the City. It. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Supplier, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Supplier to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Su•• lier's continuing obligations under the Contract, including but not limited to indemnity and warranty *bligations, or (5) arising under the City's right to audit; and ii. a waiver of all claims by the Supplier against thio City other than those previously asserted in writing and not yet settled. 16. SPECL&L TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Supplier for the purpose of filling this order, such jf&*w*rYff iprnz-#�t.,rA--4 wip y and shall b,,- identified by the Supplier as such. .............. . I TAIT, 11 1AMMI vamr.11-TOW""s TDODIM 1, 11 1 11 IM 11AWN L4'LIIC 391?�VIICI III NUIIIUICIII 11111C lurc 11 Fffo r MT with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Supplier, with the City being a narned insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Supplier is required to indemnify the City. 20. WARRANTY — TITLE: The Supplier warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Supplier shall indemnify and hold the City harmless from and against all adverse title claims to t,f.e deliverables. 22. WARRANTY — SERVICES: The Supplier warrants and represents that all services to be provided the City under the Conti-act will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Supplier may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attemR t to do so shall be without force or effect. the City, then in additiR'': to any other available remedy, the City may reduce the amount of services it may b* required to urchase under the Contract from the Swilier and urchase conformin services from other sources. in sucli Cl crit, 4 1 1 0 Llic OJI),PIIC;l 611dil ?UJ LT, HIC %-ILJ U,#911 ACIlIdIll LIM IIIk.,JVabC;U LUM, 11 ally, illutym-u .Y _ yyvuvri� such services from another source. immediate correction or removal and replacement of defective or non-conforming deliverables, the City prefers to accept it, the City may do so. The Supplier shall pay all claims, costs, losses and damages attributable to the City's occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or nf nforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Supplier. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party's intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Supplier is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Supplier will cease all work The SuArlier shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Supplier shall be in default under the Conti-act if the Supplier (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Supplier's Offer, or in any report or deliverable required to be submitted by the Supplier to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Supplier, the City shall have the right to terminate the Conti-act for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after �i,�e d9te of qijclm mittire. tri1eq,; (10) dav neriod. cures such default. Or Drovides evidence `W1 NMI CUINWO. UY LIM k-ILJ d�; d ICS1411, 91 LHO 34.p��IICA �; ACIUM, IIIQ) UUIIIt�-VILIJOUL 1, reasonable attorneys' fees, court costs, and prejudgment and post-judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Supplier, the City may remove the Supplier from the City's vendor list for three (3) years and any Offer submitted by the Supplier may be disqualified for up to three (3) years. All rights wt4 re-tte d are fe WIN' 11M Millimilm, PA"JIMMINIXIM1111 , I I Wil tric �);.PPTITCF Midi I PFUIIJ�FLIJ (Xd�iC Ul I I UMICI 7,701& p11161katIt VJ UIC k_1tIILIdCt_,7l I LII NtUl I CX"CIA I specified in the notice of termination. The City shall pay the Supplier, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. City of Denton Materials Management Department 901 B Texas Street Denton, Texas 76209 IN 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Supplier to the City shall become property of the City upon receipt. Any portions of such material claimed by the Supplier to be proprietary must be clearly marked as such. Determination of the public nature of the material is cubject to the Texas Public Information Act, Chapter 552, and Texas Government Code. OWN V101111 - of the deliverables and the Supplier does not know of any valid basis for any such claims. The Supplier shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City's behalf. Further, Supplier agrees that the City's specifications regarding the deliverables shall in no way diminish Supplier's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Supplier. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Supplier may require access to certain of the City's and/or its licensors' confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, "Confidential Information"). Supplier 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 substantial] 'n'ure the Cit-LA and/or its licensors. The Supplier (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate or otherwise use the Confidential Information without the %rior written consent of the Cito or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Supplier promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Supplier agrees to use protective measures no less stringent than the Supplier uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 3&--'rll,lPIEAS-eiii;A"IIISE(I)FJ,ELITUT��ILES'71'he ty shall own all rights, tiles, an interests tfiroug= the world in and to the deliverables. A. Patents. As to P;A-Atatentable sub ' �ect matter contained in the deliverables the SuAyJiu_@P_yees to disclose such patentable subject matter to the City. Further, if requested by the City, the Supplier agrees to assign and, if 1111�1'lrll - W�WWWWWWIWWI CXCUUM, 1XJITCI LIII by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Supplier agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Supplier for the City and the City shall tuin gill c,.onvr vi any, stcf] 4LC1ITCI#"_61_007WA7"___1 WiCN ULINIII,; VJ VIFLUC Vi [Fie deliverables. Should • operation of law, such deliverables not be considered works made-for-hire, the Supplier hereby assigns • the City (and agrees to cause each of its employees providing services to the City hereunder to execute.- ajnjl# i.id Jilr ji �sj�- J# Jhj Citi oJ all worldwide ri6hlj•erest in and to such 70 ?'CUL LO NILUII TTVI& IIIUtU-111111 -]1117, wic 3typllcl agiccs LIP CXtZC1JAC, W.;K11191W cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-l'or-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such i.eliverables to the City or at such other tirne as the City may request. C. Additional Assignments. The Supplier further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work Irgdeggrk riji. 1, alijir vrotect�"—fettunjr-=i ".—driv-sin interest in and to the deliverables. The Supplier's obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Supplier agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. . PUBLICATIONS: All published material and written reports submitted under the Contract must be oxwipallv developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Supplier shall not advertise or publish, without the City's prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Supplier warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokeraLye or contin s of bona fide established commercial or selling agencies I W I mom aiwow, Bill mlimliluii&ANII from any amounts owed to the Supplier, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Supplier, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Supplier or any agent or representative of the Supplier to any officer or employee of the City of Denton with a view toward securing the Contract or securing !q-11111 . 1 011,9111111 1 19111041 WIN N De en Tieu, in aaanion to any Omer rigrus anu rerricuies,-577777=1ii WIM11014 L11C U11101,111, *1 UIC ("Uti by the Supplier in providing such gratuities. �T IILWY7" _311PTYrI In- J? consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct 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 %,rovision, with the knowled, ex%rressed or imi4&J, of the Sup%lier shall render the Contract voidable by the City. The Supplier shall complete and submit the City's Conflict of Interest Questionnaire (Attachment B). 44. INDEPENDENT SUPPLIER: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Supplier's services shall be those of an independent supplier. The Supplier agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave i x1opee benefit. The Citp shall not have su%ervision and control of the Supplier or any employee of the Supplier, and it is expressly understood that Supplier shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. lzu on" X11YIN V LINME 1�6. WAIVER: No claim or right arising out ► a breach of the Contract can be discharged in whole or in part by a writing signed by the aggrieved party. No waiver by either the Supplier or the City of any one or more events of ♦efault by the other party shall operate as, or be construed to be, a permanent waiver ► any rights ► obligations riw.Wk*WaDr qi #t.ilar or differe-tt GiUgracter. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Supplier invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 'PC ICICTWIL LIP s Je., cgtstrued in i mannir to be fair FO DOin parties, reading no provisions more strictly UgUMSE, One party ► L11C 0HIC1. TV11C;11CTC1 a LC1111 tC;HJ1CW Ivy L11C Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOL J TIOA: dispute arises out ► ► relates to the Contract, or the breach thereof, the parties agree to negotiate prior to ",seet" a-suit-fivr-* amages. a4awsm�l I *�ra 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 ► the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (I) senior level individual with decision-mak-ing 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 ► the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed ► both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts ► resolve the dispute through negotiation fail, ► the parties waive the negotiation process, the %arties map select within thirtgk301 calendar ►a a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Supplier agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals Dominated to act as mediator. Nothing in the Contract prevents the parties from relying ► the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree ► participate in mediation in good faith for up to thirty (30) calendar days from the date ♦ the first mediation session. The City and the Supplier will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. ad=9% f�,rovision. The provisions of this section shall not prevent this entire Conti-act from being void should a provision which is the essence of the Contract be determined to be void. New Year's Day (observed) ML K Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year's Dav (observed) it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. I Arovisiofis * # # 0 WAUSAIR the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or iebarred from doing business with the Federal Government, as indicated by the General Services Administration f.ist of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City Df Denton. (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. Scray� generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) 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 Supplier shall deliver only domestic end products except to the extent that it specified delivery of foreign end foiroducts in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this solicitation, whether amended or not, except as prohibited by law. Selection of rejection of the v mittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded supplier or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the supplier. 59. PREVAILING WAGE RATES. All suppliers will be required to comply with Provision 5159a of "Vernon's Annotated Civil Statutes" of the State of Texas with respect to the payment of prevailing wage rates and prohibiting discrimination in the employment practices. httr): //www. access. Pr)o.eov/davisbacon/tx.htm1 Jig I W , No, '301nattv"I Owl A. I-VU a I I a TIN a I I A I Op'n GTIMM-717M SAppl-rcl-Tyl at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Supplier shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W-2's to common law employees. Supplier is responsible for both federal and State vvewi! WIM slijjlc , iiialir shill ensure MM19wii. "Wiii Wiiii 611ii j 4 to Supplier or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Supplier shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Supplier's omission or breach of this Section. WA)JftK=101,KAjj.j6j ' # Rim 101 11 1 MR 11MON111 by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the supplier ovisions thereof. includinR any amendments to the final rule that may hereafter b�� MM UM performance pursuant to the Contract. The Supplier shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 11(;L WE UVU, WE MIME JJ1[L1T*1*U#'1C L;UUSC [JOE dLL1TU0,LUVM LO UJ0 RAPAL 911 CIC of an occurrence under this Section, the Supplier will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Supplier continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Supplier shall immediately notify the City of Denton Procurement Manager by telephone (to be c6nfifm,8 level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the r, Contract will not be construed as a waiver of any continuing or succeeding breach. 66. 110 '1717ER V pressly agree that no provision o I e is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. EXHIBIT C CITY OF DENTON RFP FOR SUPPLY OF ELECTRIC UTILITY DISTRIBUTION HARDWARE, CONNECTORS, ARMS, AND ACCESSORIES For vendor or other oca�g�)vcrnmelljtal,cnt . . ......... . This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. MORE$ OFFICE USE ONLY A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor, — — - --------- -17""Name ol'person who has a husiness relationship With local goverrunviiia I entity. Check this box if you are riling an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7"' business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(1 -a), Local Government Code. Attach additional pages to this Form CIO as necessary. • Is the loci"' "Jernment officer nameClis section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? go ( N 1--.011) B Is the file questionnaire receivr likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes (3 C, Is the filer is questionnaire empl y a corporation or other business entity with respect to which the local government officer se n, icer or rector, or di h� ownership of 10 percent or more? I n no "I-111-1- No D. Describe each affiliation or business relationship. . . . ................ 4 L. , 4 �4 ........... -------- Signature of person doing business with the governmental entity Date 0 rn O Z LA w 0 LU Z Z 0 O LU 0 d) 'n NO .E_ .2 CA m Ln a cc EXHIBIT D "I In In 0 In lo c."' 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U U U J U U U U u J u Z u U C) C D JJ o M z uw I z < T. > > _0 z .2 = < z w - z D . 0 < V u < D -T. 0 0 U< < x w . rvN X F- < R = < F- < 7 0 1 < . < < . o 2 0 z ` , z 7 I ID M x x x x Z < 0 <0 u< < j3 x F-- Q :, L) LU 0 - un. ..... ..... w C) D PO 2. 2 2 11 z z - rq IN M X wo o m u 'o z - < < , z "Ic 0 -.r.. x u LD < x x x x x W w z .... . .... ...... - < < all - 0 8 0 oz oz '75 07- z' z z z z < r, C.1 15 w w w w :r T J u 1: L) L) M M u u ui 0 a. a. z z < < < < < 8 0 0 0 0 0 0 0 w w In 21 5 �5 < < 0 (D < < D LIJ < < 5 < < '.. > < 1, Z Z 0 8 8 �Ij LIS . . .,i L... w L., Ill L, .1 10, LU > 'o t� tA t t:5 I- t7, F'] t� t F'] t t, t t 0 0 1 n 0 < u D In 0 0 1,, In n E 2 L 0 0 0 an, m 0 0 0 0 0 0 0 0 m 0 0 m 0 0 .2) 0 0 0 0 00 11 In 0 0 1, 0 0 n, 0 0 0 0 11 0 0 .1 0 0 0 0 0 OE w Z c, 5 P, w 0 N In 0 0 ::: W A 11 11 w 0 12 C, `3 0 0 In 0 0 0 IT w 0 0 0 `1 4 w In 'T N 0 0 0 N N 0 0 0 r, 11 0 0 11 In 11 11 M, In 2, 1, 14 111 0 L'I "n In 0 0 0 0 0 0 0 0 0 0 0 0 0 u 1 Ln LL 11 1� N 21 �2 21�2 N In tIZ m 4 P rm .2 L- M 2 C) < < w < < w Ill < I,., < w II.I < < LIJ < �6 6. 0 zj W< �s 1t'S �s < < < In Ir to At In 0 In Y.. 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E U w m m u M V u (J u L) cr D n ra r.) w u 0 U.) u z 1, u� u J M T W. u ^f ..... Z .2 2< :T.-, z 0 m. CIS ^F 11 § a , o o o C) z r b M F— LU 7. z z Z In ;�z " < , 0 v, In In "I C) in :r, 2 x In C., 0 0 < p .. . ..... ... . . 1"; Is I- - 0 0 v 5 rl z w U) li 0 0 tu 0 t, 0 0 t, o �:j t o C) < t V2 0 0 Ij o u L) o o In z z z o u z 0 0 u z 0 0 u z M - z z z .- kl. q C) 2 z/ . ... z 0 .......... . ft ID 0 11 0 0 a 00 In 0 0 0 0 < 0 0 0 1, 101, .0 1� 0 '1 0 CI . l l 0 LI) 11 0 104 1. P, 11 1 11 —1 . 'A 11 0 0 0 0 1 1 , " C, It 1, 11 N N N N 0 0 NY E0 0 0 0 0 N N 0 11 1 0 11 o 1 I� 0 o I, o 0 C� 0 0 0 0 0 W In Ln Ife In In 0 0 0 0 z 11 11 M m In .1 In 11 In n, IN I", In N N m "I m m I N 11 .2 L. (L In 1_ (L 11 M 11 11 Ill In In VI 1. 1. 1, A In 1.� In In In 4 1,0 N I N 11 11 "1 1 IV W w �Q w ,o IS, �11 1. 161 0 In 0 N N "ll Z _J ........... RFP 5392 -L---- EXHIBIT D . . ...... . . ..... 11 0 IP 0 0 q I? 1 0 I Iq 4 p 11 0 0 0 Iq 0 -q lx9 0 0 I I I'^ q 0 0. o 0 O cl o W I w 0 6n 0 .1 GO "fi 1 I W "I 0 0 w m w P 0 0 q 9 0 -i m "n 11 0 0 R M 0 0 0. 0 P 0 n 0 �n w 1 0 IH ll 6 N o 6 6 4 16 11 ui IT _j — — ---------- Y al .D 17, :D T 'ua < 0 .1 0 E rd Ir L 0 i Z31, T 0 0 ol I.. G 0 0 0 0 4 :z z 0 cl 3 0 3 0 I 0 I I . . 1 1 ..... 91 U u z 0 0 w o u I D . . . ....... . . 0 N j z z Q z z N + 21D 21 7 z 4y� ID amy c, e y ) rl ld� M x O ^Y o Y U s u u " o > - o .: n 'r. < z U 2 o o < W `'f cri U6 ID o cn N N O 0 0 zi i n t u L) y 71T - - ---------------- 0 V) V) LU ...... z...... G c) '.] , T. :F. E o > ca lm 3: 2 sm- 0 o Gk o I 113 LLJ 0 ul Ld 0 0 u a2 D :5. , 2 ii u u , cl 8 8 2 2 �E - , , & 6 u 0 w ci 9 9 5 < ;5 < < 2 2 : ;-K I.:r < �5 z F- N m m m D o 'n o o o o N o ;Q, o o _j w o o o Tm M S o o o o o cl Co o o o 0 0 a < I P'L o o 1� o ID 0 1 :1 2 g < .5 1 . < < < w w < w < < w w < w cl < L-- cl CL I cn o .1 as 11 M o .1 o . s:-x 1 N 1`4 11 I M Y w o �11 0 11 RFP 5392 EXHIBIT D .................. .. ..... . F T 0 ln s, v N 1.� Ln 0 0 0 0 l 0 0 1� 0 cl q di 0 0 C! IR 0 0 "! a� 0 0 0 o p 0 M. 'R 1.1, cw 2 0 0 0 do o O f 1.11 J LL a M Cj N W 0 51 1, 1.11 1, 0 1 0 -4 6 f 'i * Y; cli C "i 0 W Y l ma s w at U l' 0 a q o . . - M . 1 - - 0 1 a -11 "1 m .10 'i In. 0 a 0. 0 0 1, m Z, w m Ili 0 0 0 .10 "r N O t N Oef+" 0 w 0 l,l 0 0 ln ln o N t l. 0 0 0 C Iz re o 0 < 0 sl 0 cc, 0 t o 0 u 0 9 .a ID In _l, 0 0 zi 0 1, < < d t6 0 6 ow 0 0 0 "O o 0 0 2 -'3, 0 0 w. W 2 2 0 0 0 N g V z < u u 2 0 0 0 0 z < 0 z It u -D Ir. g: < 0 C3 L) U u LD ZD 0 2 0 > CD 0 x < Z t; b 0 U) C< "J --rl z 0 z! vi Lu a: F_ < m� P 1.11 0 0 0 6X z 'D z - K w W u . u 0 D D U) �u u > n}. �w 2J L Cl 0 0 o 0 w z o U) 0 m> ? E <0 -; z � 2 u 0 0 0 0 z < < 0 o o z d N O 0 0 0 I.r w 0 2 2 LJ 11 J d Of L9 0 U) . . ......... !:h, E 0 In M 0 0 0 o o o o o o o o LU q o o o o o o w Q o o o o o o lN, n o c i - -.- -,, o.- o 0 'tr o o N I 0) tP o o q w N M 'll 0 N" "o "I "I" No oo m, 'o loll lon et w w o w .. ..... ... . ..... .2 E < < 0 D to 0 — — — — — — CL 0 It w o 0 M "I M N I 'l 41 m M l'l M Tl 11 m ID llJ (L . ........ E 0 "l N N Z RFP 5392 CITY OF DENTON M CONNECTORS, ARMS, AND ACCESSORIES [. Contractor Name: Terw-im-, -Swc - 2. Address (Principal Place of Business): 51+01 ffiAifiv\ 3. Does your company have an established physical presence in the State of Texas, or the City of Denton? *s 4. Tax Payer ID#: 5. Email Address of Primary contact: 6. Website Address: W p : // w-w clyl^, 7. Telephone: 111-541-1900 8. 1 j - 56 l - 9'1 OL .. , � CITY OF DENTON F.WWWW T I CONNECTORS, ARMS, AND ACCESSORIES ["Jease detail responsibilities with the name of each key personnel. a. Proposing firms principle place of bUsiness: b. Company's majority owner principle place of business: NKS.Ftv\ I -Ik c. Ultimate Parent Company's principle place of business: FWTCTAWR�•� CITY OF DENTON RFP FOR SUPPLY OF ELECTRIC UTILITY DISTRIBUTION HARDWARJ CONNECTORS, ARMS, AND ACCESSORIES I 11 , In Any exceptions taken to this &I-f must t)e listeci on the lines tielo',1,1. 1,01I, 7y6M'Q -STCUIII indicated at the bottom ► the page, �Rz . . ................ .... JAWA ............ . D&NI. . . ....... . . --- - --- . . . ...... . 0 ..... ........... . . . ........... . . . ------------ A 14�11 I I I < iA Signature 11111111111111111111111111 11111111111 1111 IN Oil 11111111. if 1111 '' 111 11 '� 1 1'I!ffv'v7M4w Me I , � compmly ...... ............ Date Ism- J0 Signature 11111111111111111111111111 11111111111 1111 IN Oil 11111111. if 1111 '' 111 11 '� 1 1'I!ffv'v7M4w Me I , � compmly ...... ............ Date Ism- CITY OF DENTON .. . . . . . . . . Lit" Please list three (3) Government references, other than the City of Denton, who can verify the quality of service your company provides. The City prefers customers of similar size and scope of work to this proposal. GOVERNMENT/COMPANY NAME: ',��roa arl".- ---r I --- - -------- --- ---- - - — ---- - - - - - - ------------- G- - -- - --------------- -------- -------- - - .... CONACT PERSON AND TITLE: .............. .. . .. TELEPHONE NUMB SCOPE OF WORK: ... . ........ . . . ................... CONTRACT PERIOD: Lo!h � r", It,; ---------- ------- - ------ FT / GOVERNMENT' /COMPANY NAME� -re, - �` (e Y' ( , . . —0shYS -, +",A — -- -) - --------- - ... ......... . ..................... . . ................... _4 LOCATION, ..... . . .... CONTACT PERSON AND TITLE: TELEPHONE NUMBER: L . . . . ..................... . . . . .... . ........... SCOPE OF WORK: CONTRACT PERIOD: - - - ---- ------- ----- REFERENCE THREE fflvw� CITY OF DENTON RYT CONNECTORS, ARMS, AND ACCESSORIES CITY, STATE, ZIP� TELEPHONE NO. FAX NO Indicate all that apply: M�norfty Owned Business E.,',ntcrprke Worneri-Owried Business Enterprise -Disadvantaged Business Entorprise CITY OF DENTON r, ilk-SIC T 17M-f t?-zZToi FDTIMVI'b� * � A j !- zz CT zz CT CONNECTORS, ARMS, AND ACCESSORIES JUMM)U31EKMX CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: Supplier shall provide products or services in accordance with the Supplier's proposal in Lesponse thereto, a copy of which is attached hereto and incorporated herein for all purposes as Exhibit I'D". The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: precedence firs 0 tlei W I" they are list abo, le Docuwz-vits. MTMZIV ��� 122 JS nM CITY OF DENTON ON HARDWAR—A CONNECTORS, ARMS, AND ACCESSORIES 41 M10 ' M141 W-1 Fit*) 2,4911,019 N 110,0101,010" Respondent hereby assigns to the City any and all claims for overcharges associated with this contract which arise under the antitrust laws of the United States, 15 USCA Section I et se A., and which arise under the antitrust laws of the State of Texas, Tex. Bus. & Coin, Code, Section 15.01, g_seq, The undersigned affirms that they have read and do understand the specifications and any attachments contained in this RFP package, The undersigned agrees that the RFP posted on the website are the official specifications and shall not alter the electronic copy of the specifications and/or pricing sheet (Exhibit 1), without clearly identifying changes. The undersigned understands they will be responsible for monitoring the City of Denton Purchasing Website at: j1qp_.//,www. enton.com/iiidex.as �2p to ensure they have downloaded and signed all addendum(s) required for Submission with their proposal. Should a conflict arise between the PO, supplier terms, or contract; the terms and conditions set forth in this RFP shall prevail. I certify that I have made no willful misrepresentations in this Proposal Submission, nor have I withheld information in my statements and answers to questions. I am aware that the information given by me in this proposal will be investigated, with my full permission, and that any misrepresentations or omissions may cause my proposal to be rejected, AUTHORIZED Signature Date -- is 4 -z' - - ....... ............. . ... Name, NVJVMY%�', . . . . . . ....... . ............... Title NAME AND ADDRESS OF COMPANY: 7R gWIya"'''Im "11-11-1-1 .. ....... . . . ............. . ....... Tel, No, ...... . ....... Einar l. CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND HD SUPPLY POWER SOLUTIONS (RFP # 5392) THIS CONTRACT is made and entered into this day of Te A.D., 20__)j_, by and between HD Power Solutions a corporation, whose address is 2800 Q ail Run, Ste100, Corinth, TX 76208, hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products in accordance with the City's RFP # 5392 Supp1Lof Electric Distribution Hardware, Connectors, Arms and Accessories, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit "A ") (b) City of Denton's RFP 5392 (on file at the office of the Purchasing Agent) (c) Standard Terms and Conditions (Exhibit "B ") (d) Form CIQ — Conflict of Interest Questionnaire (Exhibit "C "). (e) Supplier's Proposal. (Exhibit "D "); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." RFP 5392 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SUPPLIER BY: AU'1 I I EI) Sl INATt.IRE Dater , Name: At", Tilia: _ . As%. � 7,f .1� 3s PHONE NUMBER . W. -.1 sJLP FAX NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, (TIN SECRETARY B ' SAGER .... BY'. APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY. RFP 5392 Exhibit A Special Terms and Conditions The Quantities indicated on Exhibit D are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the price. Individual purchase orders will be issued on an as needed basis. Product Changes During Contract Term The supplier shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the product must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to dentonpurchasing a,cityofdenton.com, with the above file number in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be returned at the supplier's expense. Products that have been installed will be replaced at the supplier's expense. Authorized Distributor The supplier shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be authorized to sell to the City of Denton, and make available the manufacturer's representative as needed by the City. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one -year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. Price Escalation and De- escalation Prices quoted for the commodities must be firm for a period of one year from date of contract award. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) * for other electrical equipment manufacturing (PCU33593359). The price will be increased or decreased based upon the annual percentage change in the PPI. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. Should the PPI change exceed a minimum threshold value of + / -1 %, then the stated eligible bid prices shall be adjusted in accordance with the PPI change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for * Producer Price Index /PPI is defined by the U.S. Department of Labor: The Producer Price Index (PPI) is a family of indexes that measures the average change over time in selling prices received by domestic producers of goods and services. PPI measures price change from the perspective of the seller. This contrasts with other measures, such as the Consumer Price Index (CPI), that measure price change from the purchaser's perspective. Sellers' and purchasers' prices may differ due to government subsidies, sales and excise taxes, and distribution costs. RFP 5392 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 must also provide supporting documentation as justification for the request. Upon receipt of such request, the City 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 days 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. Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre -price increase prices must be honored on orders dated up to the official date of the City of Denton approval and /or cancellation. The request can be sent by e -mail to: purchasinga)cityofdenton.com Or mail to: City of Denton Attn: Purchasing Manager RFP # 5392 901B Texas Street Denton, Texas 76209 Or call: City of Denton Purchasing (940) 349 -7100 The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. Total Contract Amount The contract total shall not exceed $131,000. Pricing shall be per Exhibit D attached. Delivery Lead Time Product shall be delivered to the City per the days noted in Exhibit D after receipt of the order. RFP 5392 Exhibit B City of enton Standard Purchase Terms and Conditions, These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements �included in the C- of Denton"s solicitation are applicable to Contracts/Pmohase Orders issued by to the City of Denton hereinafter referred to as the City or Miyer and (fie Seller herein after reteoodamtbo Supplier, Any deviations onum be iVwriting and signed by a representative of the City's Procurement Depmoueo1and - Supplier. Y4o Terms and Conditions contained in the Sunniez`uPrmoomu response, Invoice or Statement shall serve to modify the tnroua set fbdb herein. If there is o conflict between the provisions on the face of the Contract/Purchase Order these vmb1eu provisions will take precedence. By submitting an Offer in oaoVouoe to the Solicitation, the Supplier agrees that the cmr¢ract shall be governed by following terms and conditions, uu\euu exceptions are duly noted ood Gu\|y negotiated. lJn|eum ' otherwise specified in the contract, 8eodoom 3, 4, 5, 0, 7, Q' 30, 21. and 30 mbaU apply only to a Solicitation to purchase Goods, and Suu(iouo P, 10' l| and 22 aba|\ apply only to u Solicitation to purchase Services to be performed principally at the City's premises or on public rights-of-way. 1. SUPPLIER'S OBLIGATIONS. The Supplier shall fully and timely provide all deliverables described iothe Solicitation and iuthe Supplier's Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFyECTDVEDAT0O[0RM. Unless otherwise mpxoifiud in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in nDed until all obligations are performed in accordance with the Contract, 3. 0DPPLlDpk 3O PACKAGE DELlVDBABLE& The Supplier will package JmQvurmb\eu in accordance with gondoorumomial»mctioeuudobu||iooludnupuokiughatoi,mp/img\budmmcript|ouurcochitom,t6mquuntity and unit pdoo uo|eau otherwise provided in the 8pocifiou1inox or 0mpplcmemto| Terms and Crud|6umm^ each xhippiug container shall be clearly and permanently marked as follows: (a)The Supplier's naine and address, (b) the City's name, oddmou and pu,obume order or purchase release unmber umd the price agreement uunobc, if' applicable, (u) Container number and total number of containers, e.g. box I of 4 boxes, and (d) the number of the container bearing the packing list. The Supplier shall bear cost ofpackaging. Deliverables abuU be suitably packed to oxourn lowest transportation costs and to conform to al I the requirements of common carriers and any applicable specification. The City's count o, weight shall be final and conclusive onshipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Supplier io not authorized m ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk uf loss o[ the deliverables ohuU pass to the City only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be ubippedF.0.8. point of delivery unless otherwise mycoifiodiothe Supplemental Terms and Conditions. [}wieso mdunrvvimemtated io the Offer, the Supplier's price shall be deemed to include all delivery and transportation charges. The (Ig/ shall have the right to designate what method of transportation shall be used to ship the deliverables, The place ot'delivery shall be that set forth the purchase order, ?. RIGHT OF INSPECTION AND REJECTION: The City oxpmoo|Y reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery be/ore accepting them, and to reject defective or noo'oonfo,miugdeUvecoh|eo. If the City has the right to immpuuxdhe Smppiiur`o, or the Supplier's Subcontractor's, facilities, or the dolivcxubino at the Supplier's, or the 8upp|jcr"m 8uhummractor`a, pn:ouioeo, the Supplier shall furnish, o, cause to ho furnished, without additional charge, a||rcusomobt* fticilitioo and assistance »n the City on facilitate such inspection, I0PP5392 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non - complying tender shall constitute a breach and the Supplier shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Supplier may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Supplier access to the sites where the Supplier is to perform the services as required in order for the Supplier to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Supplier acknowledges that it has satisfied itself as to the nature of the City's service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Supplier's obligations under the contract. The Supplier hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. 10. WORKFORCE A. The Supplier shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Supplier, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Supplier that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Supplier shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Supplier represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ( "IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Supplier, it's Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Supplier shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Supplier's obligations under this paragraph. Environmental Protection: The supplier shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Supplier shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department's Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation PIN JMMIN charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Supplier's name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor's registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Supplier's invoice. C. Invoices for labor shall include a copy of all time - sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work -hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Supplier shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Supplier will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Supplier to such extent as may be necessary on account of: i. delivery of defective or non - conforming deliverables by the Supplier; ii. third party claims, which are not covered by the insurance which the Supplier is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Supplier to pay Subcontractors, or for labor, materials or equipment; iv, damage to the property of the City or the City's agents, employees or suppliers, which is not covered by insurance required to be provided by the Supplier; v. reasonable evidence that the Supplier's obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; vi, failure of the Supplier to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii, failure of the Supplier to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Supplier agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Supplier. The City shall provide the Supplier written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Supplier, unless otherwise stated in the contract terms. 15. FINAL PAYMENT AND CLOSE -OUT: A.lfuDBE/MBE/WBE Program Plan ioagreed to and the Supplier has identified Subcontractors, the Supplier is required W submit uContract Close-Out M8E/WBB Compliance Report mthe Purchasing Manager onlater than the l5db calendar day after completion o[ all work under the contract. Final payment, ,etaougo n, both may buwithheld if the Supplier is not in compliance with the requirements as accepted by the City. B. The making and acceptance oy final payment will constitute: i. u waiver of all o)uimo by the City against the Supplier, except o\uimu (l) vvbiob have been previously asserted in nnidog and not yet settled, (3) arising from defective vm6c appearing uftnc fiou| iuoyemdnn' (3) arising from failure of the Supplier to comply with the Contract orthe terms of any vvmruuty specified herein, (4) arising from the Supplier's continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City's right to audit; and ii. a waiver of all claims by the Supplier against the City other than those previously asserted iu writing and not yet settled. l6. SPECIAL TOOLS & TEST EQUIPA117,NT.lftheprice stated on the OUb,includes the cost of any special tooling or special test equipment J"Obruuted or required by the Supplier for (he purpose mfRNhng this order, such special tooling equipment and any proecss ahrmw related thereto ubu| become the property mythe City and shall be idcodfindhy the Supplier uosuch. 17. RIGHT TO AUDIT: A. The City shall have the right Naudit and make copies ofthe books, records and computations pertaining to the Contract. The Supplier shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except ifun audit io io progress o, audit fiudioguare yet unresolved, in which nuoe records uhuU ho kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Supplier shall also require all 8uh0000ao{oce, material suppliers, and other payees 0o retain all honku' records, documents and other evidence pertaining to the Contract, and to allow the City similar access »o those documents. All 6nnku and records will be made available within u5O mile radius ofthe City of Denton. The cost of the audit will bo borne bythe City un)cxo the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Supplier p/biob must be payable within five (5) business days of receipt ofuuinvoice. B. Failure to comply with the provisions of this section shall be u material breach of the Contract and shall constitute, iu the City's sole discretion, grounds for termination thereof. Each of the terms ^booko", ^'roxn,do", "dnoumco(o" and "other evidence", as used above, shall be construed to iuo|odc drafts and e|uutrnoiu files, cvcu if such drafts or electronic fileoare subsequently used m generate o, prepare ufiuu| printed document. 18. SUBCONTRACTORS: A. If the Supplier identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Supplier shall comply with all requirements approved by the City. The Supplier shall not initially employ any Subcontractor except as provided in the Supplier's Plan. The Supplier shall not substitute any Subcontractor identified iu the Plan, unless the substitute has been accepted by the City iu writing. Y4o acceptance by the City o[ any Subcontractor shall constitute u waiver ny any rights n, remedies o[the City with respect to defective deliverables provided by u Suhcoru,uumc. lfuPlan has been approved, the Supplier is additionally required to submit umonthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month, B. Work performed for the Supplier by a Subcontractor shall be pursuant to a written contract between the Supplier and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables inhu provided hythe Subcontractor hcprovided in strict accordance with the provisions, apeuifiooti000and terms of the Contract; ii prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Supplier. The City may require, as u condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require 8uhoozuraumm to submit all invoices and applications for payments, including any u)uimm for additional payments, damages or otherwise, to the Supplier in sufficient time to enable the Supplier to include same with its invoice or application for payment {nthe City io accordance with the terms ny the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Supplier, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Supplier is required to indemnify the City. RFP 5392 C. The Supplier shall be fully responsible to the City for all acts and omissions ofthe Subcontractors just as the Supplier bresponsible for the Supplier's own acts and omissions. Nothing iothe Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City 0o pay or to see to the payment of any moneys due any such Subcontractor except uo may otherwise br required bylaw. D. The Supplier shall pay each Subcontractor its appropriate share ofpayments made 0othe Supplier not later than ten (lO) calendar days after receipt oy payment from the City. l9\ : A. The Supplier warrants the prices quoted iuthe Offer are no higher than the Supplier's current prices ouorders by others for like deliverables under similar terms ofpurchase. B. The Supplier uodiOcm 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 teoo with any other firm n, with any competitor. C. In addition to any other remedy avuUoh|u, the City may deduct from any amounts owed to the Supplier, or otherwise recover, any amounts paid for items in excess of the Supplier's current prices on orders by others for like deliverables under similar terms ofpurchase. 20. WARRANTY —TITLE: The Supplier warrants that khas good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Supplier shall indemnify and hold the City harmless from and against all adverse title claims m the deliverables. 2l. WARRANTY —B80VERABLE& The Supplier warrants and represents that all deliverables sold the City under the Contract obaU be free from defects in design, workmanship ormanufacture, and conform in all material respects to the specifications, drawings, and dcooipUnuo in the Solicitation, to any uumpico furnished by the Supplier, m the terms, covenants and conditions of the Contract, and m all upyhuah|o State, Federal orlocal laws, ,u|oo, and regulations, and industry codes and standards. Unless otherwise stated inthe Solicitation, the deliverables shall bc new o, recycled merchandise, and not used n,reconditioned. A. Recycled deliverables shall bo clearly identified uosuch. B, The Supplier may not limit, exclude or disclaim the foregoing warranty or any vvuouoty implied by imv; and any attempt to do so ubuU be without force oreffect. C. Un|oou odhnn*iuo opcxiOud in the Contract, the vvunooty period abu}| be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Supplier shall promptly upon receipt of demand either repair the uno-onofo,miog deliverables, or nop|ooc the onu-onuDn,miug dn(ivnrub1uo with fully conforming deliverables, at the City's option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited m, any packaging and shipping costs nhu|| be borne exclusively by the Supplier. The City ubuU nudouvn, to give the Supplier written notice of the breach ofwarranty within thirty (30) calendar days of discovery of the breach ofwarranty, but failure to give timely oodoo ubuU not impair the City's rights under this section. D. If the Supplier is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Supplier, and pumbuuo conforming dolivoroh}oo from udbcr sources. lo such event, the Supplier shall pay W the City upon demand the increased cost, if any, incurred hythe City io procure such deliverables from another source. E. If the Supplier is not the manufacturer, and the deliverables are covered by a oopun4u mooutadurn,`m vvanou/y, the Supplier shall transfer and uouigu such manufacturer's warranty m the City. l[ for any reason the manufacturer's wuz,outy cannot be fully transferred m the City, the Supplier shall assist and cooperate with the City tu the fullest extent k` enforce such manufacturer's warranty for the benefit oy the City. 22. WARRANTY —SERVICES: The Supplier warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in u good and workmanlike manner in accordance with generally 000cpVud industry otouJmrdo and practices, the terms, onmbdouo' and covenants uf the Contract, and all applicable Federal, State and local laws, rules orregulations. A. The Supplier may not limit, exclude n, disclaim the foregoing warranty nr any warranty implied by |m*, and any attempt tnduuo shall bo without force nreffect. ���� B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Supplier shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Supplier. The City shall endeavor to give the Supplier written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City's rights under this section. C. If the Supplier is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Supplier, and purchase conforming services from other sources. In such event, the Supplier shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON- CONFORMING DELIVE LE& If, instead of requiring immediate correction or removal and replacement of defective or non - conforming deliverables, the City prefers to accept it, the City may do so. The Supplier shall pay all claims, costs, losses and damages attributable to the City's evaluation of and determination to accept such defective or non - conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non - conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Supplier. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party's intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Supplier is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Supplier will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Supplier shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26, DEFAULT: The Supplier shall be in default under the Contract if the Supplier (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Supplier's Offer, or in any report or deliverable required to be submitted by the Supplier to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Supplier, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Supplier, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Supplier's default, including, without limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Supplier, the City may remove the Supplier from the City's vendor list for three (3) years and any Offer submitted by the Supplier may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of termination, the Supplier shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Supplier, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Supplier on any Offer or in any report or deliverable required to be submitted by the Supplier to the City shall be grounds for the termination of the Contract for cause by the City and IL ;J►J may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Supplier if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Supplier shall negotiate an equitable adJ List ment fr'ar costs incurred by (tic Supplier in the Contract price and execute an amendment to the Contract. The Supplier- must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. luarilrarc to agree on any adjusted price shall be handled under the Dispute Resolution process speci lied in paragraph 49. 1 lowever, nothing in this provision shall excuse the Supplier from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Supplier, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third par des); and/or i2) dcaath„ bodity injury, 'illness, discasc, worker's compens atlon, loss of services, or loss of inconic or wages to any person (including btrt not linaited to the agents, aallrcers and employees of the City, the Supplier, tlae Supplier's subcontractors, and third parties), ii. "F atilt " sharll . include the sale o1 "delaetive or non- conforming deliverables, negligence, willful rTflsconduct or a breach of any legally imposed strict liability standard. B. THE SUPPLIER SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE SUPPLIER, OR THE SUPPLIER'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE SUPPLIER'S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE SUPPLIER (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32, INSlfpR.ANCE: The lollowing tnstn•anee requireniants are applicable, in addition to the specific insurance regt,riremcnts ddil led arr the solicitation documcnt, I`lae successful firm shall procure and maintain insurance of the types and in the mininwin aniounts ,aeceptaile taa the City of Denton. The insurance shall be written by a company licensed to do busiraess in tile. State of "l exaws saawd SIAISIbetory to the City of Denton. A. General Requirements. i. The Supplier shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Supplier shall provide Certificates of Insurance with the coverage's and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of "Irasau since MaY subject the Offer to disqualification from consideration for award. The Supplier must also ibrwvard ar C'ertillca,te of Insurance to the City whenever a previously identified policy period has expired, or an extcrasjoil option or hold over period is exercised, as verification of continuing coverage. iii. The Supplier shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Supplier hereunder and shall not be construed to be a limitation of liability on the part of the Supplier. iv. The Supplier must submit certificates of insurance to the City for all subcontractors prior to the RFP 5392 subcontractors commencing work on the project. v. The Supplier's and all subcontractors' insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers' compensation coverage written by the Texas Workers' Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The "other" insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Supplier, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Supplier shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Supplier. xi. The Supplier shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Supplier shall be responsible for premiums, deductibles and self - insured retentions, if any, stated in policies. All deductibles or self- insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Supplier shall endeavor to provide the City thirty (30) calendar days' written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract. xiv. The insurance coverage's specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Supplier. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Supplier which arises under or concerns the Contract, or which could have a material adverse affect on the Supplier's ability to perform thereunder, the Supplier shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Supplier. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Supplier shall be sent to the address specified in the Supplier's Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Supplier to the City shall become property of the City upon receipt. Any portions of such material claimed by the Supplier to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Supplier represents and warrants to the City that: (i) the Supplier shall provide the City good and indefeasible title to the dchverables and (H) the deliverables supplied by the Supplier in accordance with the specifications in the C.'ontr °act will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any ether intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Supplier does not know of any valid basis Ior idly smelt elplims. The Supplier shall, at ils sole expense, defend, indemnify, and hold the City harmless froin and against 'all liability, damages, and costs (including court costs and reasonable fees of attorneys and other pro icssionalsl arising out of or resulting frenna: (i'l any claim that the City's exercise anywhere in the world of the rights a soclawted vtiwrth the City" "owncrslaa,p, aaracl of applicable, license rights, and its use of the deliverables infringes (lie intellectual property rights of array thlrcl party; or (ii) the Supplier's breach of any of Supplier's representations or warranties stated in this C.'ennhII &. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co- counsel on the City's behalf. Further, Supplier agrees that the City's specifications regarding the deliverables shall in no way diminish Supplier's warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Supplier. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Supplier naay require access to certain of the City's and/or its licensors' confidential information (including inventions, elaaployee information, trade secrets, confidential know -how, confidential business information, and other infcar ma(ion which the City or its licensors consider confidential) (collectively, "Confidential Information "'). Supplier 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 subs'tandadly injeare the City and /or its licensors. The Supplier (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Supplier promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Supplier agrees to use protective measures no less stringent than the Supplier uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Supplier agrees to disclose such patentable subject matter to the City. Ilurther, il' requested by (`fie City„ the Supplier agrees to assign und, if necessary, cause each of its employees to assign the entire, right, title, and interest to specific inventaearas undo• such patentable subject matter to the City and to execute, acknowledge, and deliver and, if neccssary, t„kau*,e ea'a+rh of its employees to execute, acknowledge, and deliver an assignment oI °letters patent, in a florins to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject mutter, the SUPplier agrees that upon, their" creation, such deliverables shall be considered as work made -R)r -hire by tine Supplier for the City and the City shall own all copyrights in and to such deliverables, provided 110ayever, than nothing in this I'aaragr aph 38 shall negate the City's sole or joint ownership of any such deliver a bIcs arising by virtue of the City's sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made -for -hire, the Supplier hereby assigns to the City (and agrees to cause each of its enapioyees providing services to the Catty hereunder to' execute, acknowledge, and deliver an assignment to the City of) all worldwide right, talc, and interest ill, and to such deliverables. With respect to such work made - for -hire, the Snjnlalier argr °a.es in execute, aekrat:rwleclge, and ctelrver and cause each of its employees providing services to the City hercunde,r to execute, acknowledge, and deliver a work - made- for -hire agreement, in a form to be reasonably aplroved by the City, to tine t.4 uperra klChVcry Of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Supplier further agrees 0o, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, uuoi8omouts, and all other instruments which the City might reasonably decin necessary hi o,dn to apply IN, and obtain nmpyrigbt protection, nomnk work registration, trademark registration and/or Protection, letters palcnt, or any similar rights in any and all countries Lind in order to assign and convey to (he City, its successors, assigns and nominces, the: Sole and exclusive light, title, and interest in and to the deliverables, flic, Supplier's obligations to execute, acknowledge, and (leliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Supplier agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must buoriginally developed material unless otherwise opncifiuuOyprovided iu the Contract. When material not originally developed io included iuu report iu any form, the source shall beidoodficd. 40. ADVERTISING: The Supplier shall not advertise orpublish, without the City's prior consent, the fact that the City has entered into the Contract, except to the extent required hylaw. 41. NO CONTINGENT FEES: The Supplier warrants that no person oxselling agency has been employed or retained 0n solicit or secure the Contract upon any o8,eomout or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial nr selling agencies maintained by the Supplier for the purpose of securing business. For breach or violation of this warranty, the City obuU have the d&bl, in addition to any other remedy available, to uuooe| the Contract without liability and to deduct from any amounts owed to the Supplier, or otbor*lou recover, the full amount of such commission, percentage, brokerage o, contingent fee. 42. GRATUITIES: The City may, by written notice 0othe Supplier, cancel the Contract without liability ifkim do1enniuod by the City that gratuities were offered or given by the Supplier or any agent or representative of the Supplier to any odionr or cmy|oyco of the City of Denton with u view toward oouudug the Contract or aouudug 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 tn this provision, the City ohuU be entitled, io addition to any other rights and remedies, to recover nr withhold the amount o[ the cost incurred 6y the Supplier io providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: 110 officer, employee, independent consultant, or c|cutod nfOoiu| of the City who is involved in the development, evaluation, or decision-making pmneoo of the yer0b,mouue of any solicitation obuU have u fioono|u| interest, direct or indirect, in the Contract resulting from that solicitation. Any vvU|tb) violation of this section obuU onoudtuto impropriety in office, and any officer o, employee guilty thereof shall hc subject to disciplinary action upm and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Supplier shall render the Contract voidable by the City. The Supplier shall complete and submit the City's Conflict of Interest Questionnaire (Attachment B). 44. INDEPENDENT SUPPLIER: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Supplier's services shall he those ofoo independent supplier. The Supplier agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation ur sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control of the Supplier orany employee ofthe Supplier, and itioexpressly understood that Supplier shall perform the ooni000 hereunder according to the ottoubxd specifications at the general direction ofthe City Manager ofthe City o{Denton, Texas, o, his designee under this agreement. 45. A88lKJNM8NT-DELEGATION: The Contract shall bu binding upon and ensure tn the houofitof the City and the Supplier and their respective successors and assigns, provided however, that no right o,interest iu the Contract obuU he uaoigood and no nhUgu1iou obaU be delegated by the Supplier without the prior written consent ofthe City. Any attempted uooi8umem or delegation by the Supplier ebuU be void uuioxm made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it ����� being the intention of the parties that there are no third party beneficiaries to the Contract. 46, WAIVER: Nn claim c« right arising out ofu breach of the Contract can bo discharged iu whole orin part hyu waiver or renunciation of the claim orright unless the waiver m renunciation iosupported by consideration and inin writing signed by the aggrieved party. No waiver by either the Supplier or the City of any one or more events of default by the other party obuU operate ax` or be construed to he, a permanent waiver of any rights or nh|igadoux under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of u similar n, different character. 47. MODIFICATIONS: The Contract can bumodifiudoc amended only by uvvrkiog signed by both parties. No pn:-ydmod or similar terms on any the Supplier invoice, order o, other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract iointended by the parties uo ufiva|, complete and exclusive statement of the terms of their agreement. lHo course nf prior dealing between tbepmrtiouorcoumcofpurfhrmunuenruougon[dzc trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party nr the other, Whenever atexm duducd by the Uniform Commercial Code, as enacted by the State ofTexas, is used in the Contract, the DCC definition obol| control, unless otherwise defined in the Contract. 49. DISPUTE : A.Ifu dispute arises out ofo, relates to the Contract, m the breach thereof, the parties agree to negotiate prior W prosecuting a suit for damages. However, this section does not prohibit the filing nfa lawsuit m toll the running ufo statute of limitations or to seek injunctive /e|iu[ Either party may make u written request for a meeting between o:prcneouuuivco of each party within fourteen (14) calendar days after receipt of the request or such imm, period as agreed by the parties. Each party ohuU include, atu minimum, one (\) senior level individual with decision-making authority regarding the dispute. The purpose of this and any xubougucot meeting is to attempt in good faith to negotiate orcoo|udoo of the dispute. [f, 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 avvdtoou agreement signed by both parties, iu which event the parties may proceed directly to mediation uu described below. B. If the uffbMu to ,coo|vo the dispute tbmu&b negotiation fail, or the pudioo waive the negotiation ymocxo, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Supplier agree to act in good faith in the selection of the mediator and W give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of person who is trained in the subject matter of the dispute or u contract iotexpcc«ouinu expert. If the parties b/ii to agree no u mediator within thirty (30) calendar days of initiation of the nucdio1iou process, the mediator mbuU be ue)cu<od by the DuoNu County Alternative Dispute Boon|minn Program (DCAP). The parties agree m participate |n mediation lo good faith for upiothirty (3O) calendar days from the date of the first mediation session. The City and the Supplier will share the mediator's fees equally and the parties will bear their own costs ofparticipation such as fees for any consultants or attorneys they may utilize to represent them ox otherwise assist them iu the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall he governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code aa adopted iu Texas, \/.T.C^A,Buo. &Comm. Code, Chapter l, excluding any rule or principle that would refer io and apply the substantive law of another state ur jurisdiction. All issues arising from this Contract shall be resolved io the courts of Denton County, Texas and the parties agree to submit W the exclusive personal jurisdiction of such courts. The foregoing, bnvvevu/` ubuU not be construed nr interpreted tn limit n,restrict the right o, ability oy the City m seek and secure injunctive relief from any competent authority ao contemplated herein. 51. INVALIDITY: The invalidity, illegality, n,uueufboeubOityof any provision of the Contract shall inuoway affect the validity or cu0hmeu6dity of any other portion or provision of the Contract. Any void provision obuU 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 ,ep|uuo any stricken provision with a valid provision that comes as close as possible to the imoru of the stricken ����� provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City New Year's Day . (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year's D ry (obscr veW If a Legal Holiday falls on Saar day, it will be observed on dw precedirag Friday. I I' a Legal Holiday falls on Sunday, it will be observed on the 161lowin,g Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton l lolidays. Any scheduled dchveries or work performance not within the normal hours of opci� etticrn must be :approved by the (Ity Mauaager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON - SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub - awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non - Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, age, disability, creed, color, genetic testing, or national 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. 56. BUY AMERICAN ACT - SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable, in addition to the specific federally funded requirements. A. Definitions. As used in this paragraph — i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost n°at' c.onaponents" means - 1) For components purchaged by the Supplier, the acgtfisition cost, including transportation costs to the place of "incorporation into the end product (whether air not such costs are paid to a domestic firm), and any applicable duty (wlacthef' Or not a duty Irec entry certificate is issued'); or (2) For conrpofaent;s taaanul`Gtctured by 61xc Supplicn °, all costs associated with the manufacture of the component, including to °:ansportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. cost of Components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means - (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) 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 Supplier shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate ". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this solicitation, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded supplier or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the supplier. 59. PREVAILING WAGE TES: All suppliers will be required to comply with Provision 5159a of "Vernon's Annotated Civil Statutes" of the State of Texas with respect to the payment of prevailing wage rates and prohibiting discrimination in the employment practices. http://wwNv.Eiceess.gpo.gov/davisbacon/tx.htm] 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Supplier must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Supplier shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Supplier shall demonstrate on -site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W -2's to common law employees. Supplier is responsible for both federal and State unemployment insurance coverage and standard Worker's Compensation insurance coverage. Supplier shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Supplier or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Supplier shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Supplier's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The supplier shall comply with the applicable provisions of the Drug -Free Work Place Act of 1988 (Public Law 100 -690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug - free work environment; and the final rule, government -wide requirements for drug -free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug -Free Work Place Act of 1988 is incorporated by reference and the supplier shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. SUPPLIER LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Supplier shall be liable for all damages to government- owned, leased, or occupied property and equipment caused by the Supplier and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any Fol illn, performance pursuant to the Contract, The Supplier shall notify the City of Denton Procurement Manager in writing of any such damage within one (l) calendar day. 64. FORCE MAJ80RE: The City of Denton, any Customer, and the Supplier shall not be responsible for performance under the Contract should it6o prevented 8wnmpmr0orunooum by ail act, u7vvar. order o[\egai uoubohxy, act ofGod, oc other unavoidable cause not attributable ou the &uiCmrmo0|igeoom mfd,m City*[0zom*. In the event of an occurrence under this Section, the Supplier will be emciiscd troni airy lbrtho, per to n na rice or observance o I" the requirements so affected for uo long um such cimuma,muecm prcwmij um(I the Supplier continues to mmucownmemcioily reasonable efforts to /eonmmouoo performance or mhmnr*oaum whenever and to vvba^cvor extent possible VVit6*ot delay. The Supplier shall immediately notify the City of Denton Procurement Mouogn, by oo|opbooe (W be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65'N ON-WAIVER OF'RIGBT0: Failure n[u Party m require performance hy another Party under the Contract will not affect the right of such Party 0n require performance in the future. No do|uy' failure, or waiver of either Party's exercise or partial oxnoi 000 y any right or remedy under the Contract shall operate tolimit, impair, preclude, u000L waive or otherwise affect such right or remedy. & waiver by u Party of any breach of any term of the Contract wit i not bn construed uou waiver n[ any continuing o, succeeding breach. 66. NO WAIVER OFSOVEREIGN IMMUNITY: The Parties expressly agree that un provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City nf Denton may have by operation oylaw, 67 RECORDS RETENTION: The Supplier oh�| retain oU �uuuoiui records, supporting documents, �uti�iou| /r'ordo' and any other records or books relating to the yer0onnunouo called for in the Contract. The Supplier shall retain all such records for u period of four (4) years u� ur the expiration of the Contract, or until the CPA n, State Auditor's Office is satisfied that all audit and litigation matters are resolved, vvhiubovor period is longer. The Supplier abuU grant 0000ao to all books, vn000]a and documents pordunru to the Contract to the CPA, the State Auditor ofTexas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. EXHIBIT C _..._..._ ....... . ............ CONFLI.ITIT.� . -...� CT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other persott dolt business with local overnmental entt This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a pate person who has a business relationship as defined by Section 176.001(1 -a) with a local governmental Received entity and the person Meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor 1 Name of person who has a business relabonshi'p with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7`h business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) 3 Name of local government officer with whom filer has an employment or business relationship. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(1 -a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaires? Yes No B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? ] Yes J,� No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? L_— 1 Yes I! V No D. Describe each affiliation or business relationship. n „m. _:..... �. .... ...m, ... � ...._._�....�. Signature of person doing business with the gove rnmental Date oitLdy RFP 5392 `w v o r- > < 3n- da 0 W Q X m h 3 0 (� U T® i RFP 5392 U d Y e ■aai ®� ■ ®■� ©� ■i® ■iaeeeeaeaie t ■ ■ V} VI V} N V? V} V} V> VI V). 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H N ' N N m N �t N In N to N h N o0 N 3 m m m m m m m m a z e®©a©©UMMMOMM MI®®M®MM'MUMON EXHIBIT D Ox"equest for r # 5392 SUPPLY OF ELECTRIC UTILITY DISTRIBUTION HARDWARE CONNECTORS9 ARMS, ' ACCESSORIES HD Supply — Power Solutions, LTD 2800 Quail Run Dr, Ste 100 Corinth, TX 76208 Contact: Jason Leake 940.765.4255 Brandyn McNeal 940.270.7235 RFP 5392 M4:1uu• To Whom It may Concern, w n We at HD Supply fully understand the requested services, important issues, and city requirements that the City of Denton has put forward, and we feel that we can handle any issues that may arise in the coming future in dealing with this RFP. Thank you EXHIBIT D A 'kC48ff,q%ACx BUSINESS OVERVIEW QUESTIONNAIRE AND FORMS 1. Contractor Name: HD Supply Power Solutions 2. Address (Principal Place of Business): 2800 Quail Run, Ste. 100, Corinth, Texas 3. Does your company have an established physical presence in the State of Texas, or the City of Denton? Yes 4. Tax Payer ID #: 26- 0100651 5. Email Address of Primary contact: Bran dyn.MeNeaK0dsupply.com 6. Website Address: HDSupplyPowerSolutions.com 7. Telephone: 940.270.7235 8. Fax: 855.469.2528 9. Other Locations: Nationwide 10. Organization Class: Partnership 11. Date Established: 50+ Years 12. Former Business Name: Hughes Supply 13. Date of Dissolution: N/A 14. Subsidiary of: HD Supply 15. Historically Underutilized Business: No 16. Principals and Officers: Rick McClure Chief Executive Officer Steve Maraolius President Brian Crutchfield Vice President & Chief Financial Officer Darla Lentz Vice President sid�ent � a _ — Information Technology Warwick Johnston Vice President — Sales & Business Development ... — _ _ Tim Mills Vice President— Sales, North Region John Tisera Vice President — Sales, East Region John Mark Vice President — Sales, South Region Anita Jackson Director of Credit & Collections & Accounts Receivable EXHIBIT D Shelley Pavero Director of Accounts Payable 17, Key Personnel and Responsibilities: Jason Irons — VP Public Power South Region Dan Brown — Regional Sales Manager Jason Leake — Outside Sales Rep Brandon McNeal — Inside Sales Rep 18. Number of Personnel by Discipline:.. Discipline Number of Staff # Licensed or Certified Operations 15 Sales 10 19, Services Provided by Contractor: a. Please provide a detailed listing of all services that your company provides. i. Distribution, Kitting and Consultin¢ b. Please detail your prior experience working on similar projects with Texas governmental entities. r Semi - annual and _._ �w rthe hastr60 veal's (dating nd annual bids with m ultnle mu eooncr atiw t s throughout thc, state of I'ev�ls orc.l * back to the establishniclitcrt I 1 enr llc lnc.. Actly c part icr r:lnt rn all ar(h arc t Insfod•iuct_atid automation bids for the fowl ,ulnual h'_ entities (Jt�Crf Garig d�,ii(y cif` L. ecti ille 11 °Public Sz�r vice r�r� Antonia Ir�� f "it crl l ulrl ocla. � o erativa° en w a enw e at include; Pedernaless lylcctric t:'t�o Itwl Srt�_t. oS+ r r� 1�Wlawttl lt� "1 °li�4�rlwlrlti °° l"�..1!�'t�tr' "i °bra T( 11e areal C elltl 311 l'c'% s i le( tt ic. l�,av et te l� 1(Ctl„ Ili, T:IVIur F,IcUr Ic (Ahllr _ ...., Cotllte f "oul) rqc, tric l :lnlair Count Ljgtric et al. c. Please detail yor.rr ilxrrlrlr services provided over t he p�'ist two (?) years, i. In('c gated ifl)ply fqr all rnateriah: *oSem "El ctr is La_, Ir County and Tri- County Electric ii, Annual bid blankets: CPS (San Antonio), City of Lubbock, Pedernales Electric, Central Texas Electric. d. Detail documented proof of at least three (3) projects in the past two (2) years. i. See Above e. Please detail these services, including, the nature of the services provided, the scope of the activities, the organizations for which the services were provided, the dates of the projects, and the documented benefit to the governmental entity. i. See Above 20. Has your company filed or been named in any litigation involving your company and the Owner on a contract within the last five years under your current company name or any other company name? If so provide details of the issues and resolution if available. Include lawsuits where Owner was involved. RFP 5392 EXHIBIT D a. No 21. Please provide at least (3) three references (preferably municipalities) and contract amounts. Include project description, contact names, position, and organization name and telephone number for each reference listed. See attachment F. 22. Have you ever defaulted on or failed to complete a contract under your current company name or any other company name? If so, where and why? Give name and telephone number of Owner. a. No 23. Have you ever had a contract terminated by the Owner? If so, where and why? Give name and telephone number (s) of Owner (s). a. No 24. Has your company implemented an Employee Health and Safety Program compliant with 29 CFR 1910 "General Industry Standards" and/or 29 CFR 1926 "General Construction Standards" as they apply to your Company's customary activities? a. Yes RFP 5392 MINIM Smith, Karen E. From: Mcneal, Brandyn H [HDS] [Brandyn.McNeal @hdsupply.com] Sent: Monday, December 02, 2013 11:00 AM To: Smith, Karen E. Subject: RE: RFP 5392 - Electric Hardware Thanks Karen. You're a life saver. Resident /Non- Resident Bidder Determination: Texas Government Code Section 2252.002: Non - resident bidders. Texas law prohibits cities and other governmental units from awarding contracts to a non - resident firm unless the amount of such a bid is lower than the lowest bid by a Texas resident by the amount the Texas resident would be required to underbid in the non - resident bidders' state. In order to make this determination, please provide the name, address and phone number of: a. Proposing firms principle place of business: 2800 Quail Run, Ste 100, Corinth, TX 75065 b. Company's majority owner principle place of business: 3100 Cumberland Blvd, Ste 1700, Atlanta, GA 30339 c. Ultimate Parent Company's principle place of business: Same as above From: Smith, Karen E. [ mallto :Karen.Smlth(@cityofdenton.com] Sent: Monday, December 02, 2013 10:58 AM To: Mcneal, Brandyn H [HDS] Subject: RE: RFP 5392 - Electric Hardware Brandyn, I'll take it electronically. Regards, Karen E. Smith, A.P.P Assistant Purchasing Manager City of Denton 901B Texas Street Denton, TX 76209 P: 940 - 349 -7100 F: 940 - 293 -1837 www.dentonourchasing.com From: Mcneal, Brandyn H [HDS] [ mai Ito: Bra ndyn.McNeal @hdsupply.com] Sent: Monday, December 02, 2013 10:54 AM To: Smith, Karen E. Subject: RE: RFP 5392 - Electric Hardware EXHIBIT Q CITY OF DENTON ggww 'I 01 Signature M033M Company 10M, C., r1t, 11 Y— Date PAGE 45 OF RFP # 5392 RFP 5392 EXHIBIT Q CITY OF DENTON K-t it Kim- I Please list three (3) Government references, other than the City of Denton, who can verify the quality of service your company provides. The City prefers customers of similar size and scope of work to this proposal. pfufl" 1 GOVERNMENT/COMPANY NAME: Lubbock Power and Light- ------ — LOCATION: 600 Municipal Drive, Lubbock, Texas _ _ _ .---.-....-...... CONTACT PERSON AND TITLE: Ronnie Dewbre, Outside Sales Rep TELEPHONE NUMBER: SCOPE OFWORK: Utility Construction_.__-- CONTRACT PERIOD: Transformer Contract - Annually qfwgi��� GOVERNMENT /COMPANY NAME: City Public Service LOCATION: Multiple Locations, San Antonio,Tcsws . . ...... . . CONTACT PERSON AND TITLE: Scott Mattke, Outside Sales Rep TELEPHONE NUMBER: SCOPE OF WORK: Utility Construction __.,___._ ............... CONTRACTPERIOD: Transformer Contract -Annually PAGE 46 OF RFP # 5392 RFP 5392 EXHIBIT D CITY OF DENTON 1,0,'FP FOR SUPPLY OF ELECTRIC UTILITY DISTRIBUTION HARDWARE, COUNTY OFDENTON The undersigned agrees this RFY becomes the property of the City nf Denton after the official opening. The undersigned affirms he has familiarized himxeifwdb the local conditions under which the work is to be pexfonned;umtiufiod himself of the conditions o[ delivery, handling and storage nf equipment and all other matters that may be incidental tu the work, before submitting oproposal. The undersigned ugroun, if this proposal is accepted, to fbmiob any and all itonuo/ocrvivan upon v/bioh yhuey are offered, at the yrioe(o) and upon the terms and conditions contained (othe Specifications. The period for acceptance of this Proposal will be ninety (90) calendar days unless a different period is noted. The undersigned affirms that they are duly authorized to execute this contract, that this RFP has not been prepared in collusion with any other Bidder, nor any employee of the City of Denton, and that the contents of this RFP have not been communicated to any other proposer or to any employee of the City of Denton prior to the offioiu\ opening of this bid. Respondent hereby assigns to the City any and all o|uimu for overcharges associated with this contract which miuo under the antitrust laws oy the United 8tuma, l5DSC&Section lgj-LeA.. and which arise under the antitrust laws of the State uf Texas, Tex. Bus. JtCom. Code, 8mchoo l5.Ol,����. The undersigned affirnoa that they have read and do understand the opovifioad000 and any attachments contained in this RF9package. The undersigned agrees that the RFPpo*od on the *xhoite are the o[ficiu\apuuifioatiooa and obuU not alter the electronic copy of the spuoifioad000and/or pricing sheet (Exhibit )), without clearly identifying changes. The undersigned ondom(oodu they will be responsible for monitoring the City of Denton Purchasing YYebo\te at: to unxorc they have Jov,u|oudod and signed all addendum(s) required for submission with their proposal. Should u conflict arise between the PO, supplier terms, or contract; the terms and conditions set forth in this RF9 shall prevail, I certify that l have made oo willful misrepresentations bu this Proposal Submission, nor have l withheld information in my statements and ano`pnro to questions. | um aware that the information given by mu in this proposal will be investigated, with my full porm{oo{oo' and that any misrepresentations oromissions may cause myproposal to be rejected, NAME AND ADDRESS OF COMPANY: AUTHORIZED l8|"R DN'[ATIVE HD Supply Power Solutions ___ ....... ___ Signature 288O Quail Run Ste lOO Date, ll l9 l Tel. No. 940.270.7200 or940270.7235 Fax No. 855.4692528 RFP 5392 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND STUART C. IRBY (RFP # 5392) THIS CONTRACT is made and entered into this 4+-V)_ day of A.D. 20�q, by and between Stuart C. Irby Company a corporation, whose address is 7125 Belson Street, Fort Worth, TX 76118, hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products in accordance with the City's revised RFP # 5392 Supply of Electric Distribution Hardware, Connectors. Arms and Accessories, a copy of which attached hereto, and incorporated herein for all purposes as Exhibit B. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit "A ") (b) Revised City of Denton's RFP 5392 (Exhibit "B ") (c) Form CIQ — Conflict of Interest Questionnaire (Exhibit "C"), (d) Supplier's Proposal. (Exhibit "D "); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." RFP 5392 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. ATTEST: JENNIFER WALTERS, CITY SECRETARY 13� ...� APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY m BY RFP 5392 SUPPLIER" '7 r BY: ��_ " Al-, 1.1F I;� %L , IGN TURF Date; NameuS� .... Title:._ PHONE NUMBER FAX NUMBER BY; GEORGE t... NIP131..,1_ 1,, CITY MANAGER Date: Exhibit A The Ouantities indicated on Exhibit D are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the price. Individual purchase orders will be issued on an as needed basis. Authorized Distributor The supplier shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be authorized to sell to the City of Denton, and make available the manufacturer's representative as needed by the City. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. Total Contract Amount The contract total shall not exceed $60,000. Pricing shall be per Exhibit D attached. Delivery Lead Time Products shall be delivered to the City per the days noted in Exhibit D after receipt of the order, I "A VAN 61 a o �� iwnm mmi a mo �Illlllllllll�uuumm uuuum pl'��'� � m "�� uuimull mwmi lilummumllmllll�llllllllllu m�� Iluu���� P m ui �� ^^ m�mi Vu �� �m� mmu uu REQUEST FOR PROPOSALS 1 1 A � 1 1 Issue Date: October i Response due Date and Time (Central Time): Tuesday, 1 1 1 00 1, CITY OF DENTON RFP FOR SUPPLY OF ELECTRIC UTILITY DISTRIBUTION HARDWARE, CONNECTORS, ARMS, ACCESSORIES TX Taxpayer VIN #: Phone . __ti...... �.� -. Fax; Email: 1. Submit one (1) original and two (2) WRITTEN copies of submittal (REQUIRED) a. Submit Written Proposal by courier, hand delivery, or mail b. Exhibit 1 -Excel Pricing Sheet, Review, complete, and return 2. Email Exhibit 1 in Excel format to ebids@citvofdenton.com v 3. Submittal Content (Meet Section III) • Review all requirements • Ensure your firm meets all stated minimum requirements �� • Documentation included to support the evaluation criteria., • Company Information • Relevant Experience and Qualifications • Quality Assurance / Quality Control • Litigation History Statement • Addendum(s) Reviewed and return • Attachment A, Review 1r N to I' bl • Attachment B, o pp ica e • Attachment C, Review, complete, and return ` • Attachment D, Review, complete, and return • Attachment E, Not Applicable • Attachment F, Review, complete, and return W • Attachment G, Review, complete, and return • Attachment H, Review, comple te, and return ✓ ✓ • Attachment I, Review / • Attachment J, Review, complete, and return CITY OF DENTON RFP FOR SUPPLY OF ELECTRIC UTILITY DISTRIBUTION HARDWARE, CONNECTORS, ARMS, AND ACCESSORIES Section I Section 1I Section III Section IV Section V Section VI Attachment A Attachment B Attachment C Attachment D Attachment E Attachment F Attachment G Attachment H Attachment I Attachment J Exhibit I Exhibit 2 TABLE OF CONTENTS General Procurement Process and Procedures Submittal Requirements Evaluation and Award Payment and Performance Requirements Standard Terms and Conditions Not Applicable Not Applicable Business Overview Questionnaire Forms Exception Form Not Applicable References Conflict of Interest Form Disadvantaged Business Utilization Sample Contract Documents Acknowledgment Pricing Sheet Technical Specifications PAGE 4 OF RFP # 5392 CITY OF DENTON RFP FOR SUPPLY OF ELECTRIC UTILITY DISTRIBUTION HARDWARE, CONNECTORS, ACCESSORIES Section I General R 0 Y :Z!] 13111/11 [9]01 In accordance with the provisions of Texas Local Government Code, Chapter 252, The City of Denton (the City) is requesting proposals to contract with an individual or business with considerable experience in providing goods or services of this RFP. The proposals and the cost solutions shall be submitted to the City of Denton in a sealed submission, in accordance with Texas Local Government Code 252.0415 and 252.042. The awarded individual or business shall possess a proven track record of using innovative approaches to providing goods and services that represent the best value to their clients. The awarded individual or business shall have the ability to accomplish all aspects of the requested services. The selected individual or firm should be able to provide innovative methods to deal with municipal challenges, and cost effective solutions. The City of Denton is exempt from Federal Excise and State Sales Tax. Denton, Texas is a Main Street City in the North Texas region at the apex of Interstate 35 East and Interstate 35 West. Established in 1857, Denton is the county seat of Denton County and was named for John B. Denton. Denton is unique in composition; the city is comprised of over 92 square miles which radiate out in all directions from the downtown core, with a population of 113,000. In addition to the unique physical composition of the city, there is a unique character to the City. It is comprised of a diversity of neighborhoods and land uses that range from historical residential and commercial districts to new residential subdivisions and industrial complexes to greenbelt areas and newly annexed rural areas. Denton is home to two state universities, the University of North Texas, and Texas Woman's University, and two regional hospitals. The City is traversed by state highways, rail lines, and Interstate 35 E & W. This summer Denton County Transportation Authority (DCTA) began operation of a passenger rail service that runs from downtown Denton to the City of Carrollton, where passengers may transfer to the Dallas Area Rapid Transit (DART) system and continue travelling by rail within the Metroplex region. The rail service is accompanied by the opening of two rail stations in Denton. The City of Denton has also taken a proactive approach in its pursuit of environmental and sustainable initiatives. The City has, through DME, become a national leader in renewable energy with more wind power per capita than any other city in the United States and through Denton Solid Waste, become a national leader in sustainability and environmental stewardship through various award winning programs. The City of Denton has experienced significant growth over the past few years and significant utilization of goods and services to meet the ever growing needs of a vibrant community has PAGE 5 OF RFP # 5392 CITY OF DENTON RFP FOR SUPPLY OF ELECTRIC UTILITY DISTRIBUTION HARDWARE, CONNECTORS, ARMS, AND ACCESSORIES driven the need to obtain long term commitments to supply materials and services. The City desires an innovative solution that ensures a successful approach to provide goods and services; and allows for fluid responsiveness to upcoming changes — both anticipated and unforeseen. The use of technological opportunities throughout the service delivery is encouraged. Kkeld 10T L41 11 V &10] IN0 The City is seeking a long term contract for the SUPPLY OF ELECTRIC UTILITY DISTRIBUTION HARDWARE, CONNECTORS, ARMS AND ACCESSORIES that will be distributed through a centralized distribution center (warehouse) to field crews. The products and services shell be accomplished ver the 'I a lmaiic it S ec°ii cations as identified in Exhibit 2. 2. MINIMUM SUBMISSION REQUIREMENTS The following minimum requirements must be demonstrated in order for the submission to be considered responsive to the City of Denton. Any proposal received, which is determined to not meet these mandatory requirements shall be immediately disqualified and rejected as non- responsive. • Three (3) years experience providing similar products or services. • Three (3) references from governmental entities for the products or services requested. The City prefers references from municipalities of similar size. The Proposing individual or business must be registered in the State of Texas, or the County of Denton, to provide the services required for the project, and the individual or business must have all licensure required by the State to provide any services required under this contact. Registration and licensing requirements for specialized services may be met through the use of subcontractors. If subcontractors are used, information on the subcontractor must be included in the response to this RFQ. Use of subcontractors does not relieve the general or primary contractor from full responsibility for the project performance. Certificate of Status — Issued by the Texas Secretary of State A "certificate of status" is a certificate issued by the secretary of state that serves as official evidence of an entity's existence or authority to transact business in Texas. A certificate of status provides a statement of an entity's status, as well as the entity's current legal name and date of formation or registration. How do I obtain information about filing with the State of Texas, or obtaining copies or certificates from the Secretary of State? Webpage: http: / /www.sos .state.tx.us /core /copies.shtml; Phone 512- 463 -5578; or email corpcert(a�sos.state.tx.us. A defined level of industry knowledge and understanding. Authorized manufacturer or distributor authorized to sell to the City of Denton, Texas. PAGE 6 OF RFP # 5392 CITY OF DENTON RFP FOR SUPPLY OF ELECTRIC UTILITY DISTRIBUTION HARDWARE, CONNECTORS, ARMS, AND ACCESSORIES • Submittal documents including Attachment C, F, H, K, J and Exhibit 1, 3. CONTRACT TERM It is the intention of the City of Denton to award a contract for a one (1) year period. The City and the Awarded Contractor shall have the option to renew this contract for an additional two (2) one- year periods. Materials and services undertaken pursuant to this RFP will be required to commence within fourteen (14) days of delivery of a Notice to Proceed. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date in accordance with the provision of the section titled "price adjustments ", or the section(s) titled "termination'. Extension of contract terms will require mutual agreement of the parties. PAGE 7 OF RFP # 5392 1 '1 1 RFP 1 SUPPLY 1; 1 1 1; • CONNECTORS, AND ACCESSORIES Firm Price Pricing and discounts proposed is firm for the initial one -year period specified in the solicitation. Price decreases are allowed at any time. Price increases shall only be considered as stipulated below in paragraph #5, "PRICE ADJUSTMENTS ". Price Decreases /Discount Increases Contractors are required to immediately implement any price decrease or discount increase that may become available. The City of Denton must be notified in writing for updating the contract. III I � Prices quoted for the commodities or services described in the RFP must be firm for a period of one year from date of contract award. Requests made for pricing adjustments will be supported by manufacturer or supplier cost justification support, including, but not limited to, applicable industry index data provided by associated manufacturer(s) in accordance with the product represented. 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 must also provide supporting documentation as justification for the request. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days 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. Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre -price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. The request can be sent by e-mail to: purchasingAcityofdenton.com Or mail to: City of Denton Attn: Purchasing Manager RFP # 5392 901B Texas Street Denton, Texas 76209 Or call: City of Denton Purchasing (940) 349 -7100 The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. PAGE 8 OF RFP # 5392 . CITY OF DENTON RFP FOR SUPPLY OF ELECTRIC UTILITY DISTRIBUTION HARDWARE, CONNECTORS, ARMS, AND ACCESSORIES 6. SUBSTITUTIONS DME will only accept proposals for the specific manufacturers listed in the approved manufacturers list in pricing worksheet (Exhibit 1) The City has implemented a pre - approval process for substitution commodities and services. The commodity approval form can be obtained via email ( karen .smith(a-),cityofdenton.com). Supporting documentation or samples must be submitted for review by Purchasing, Engineering, field crews, QAG (Quality Assurance Group), and the manager of DME. Testing may be required and may take substantial time to review. Vendors are encouraged to submit forms and samples for consideration on the next solicitation for similar items. 7. DISQUALIFICATIONS Any terms and conditions attached to a solicitation will not be considered unless specifically referred to on a solicitation and may result in disqualification. Any proposals that do not clearly outline all qualifications may be disqualified. 8. INTELLECTUAL PROPERTY INDEMNIFICATION The contractor will indemnify, defend and hold harmless the City of Denton, and its authorized users, against any action or claim brought against the City of Denton, or its authorized users that is based on a claim that software infringes any patent rights, copyright rights or incorporated misappropriated trade secrets. Contractor will pay any damages attributable to such claim that are awarded against the City of Denton or its authorized users, in a judgment or settlement. If the City of Denton or its authorized users' utilization of the software becomes subject to a claim, or is likely to become subject to a claim, in the sole opinion of the City of Denton, or its authorized users, the Contractor shall, at its sole expense (1) procure for City of Denton or its authorized users, the right to continue using such software under the terms of this Contract; or (2) replace or modify the software so that it is non - infringing. 9. RIGHTS TO DATA, DOCUMENTS, AND COMPUTER SOFTWARE (GOVERNMENTAL ENTITY OWNERSHIP) Any software, research, reports studies, data, photographs, negatives or other documents, drawings or materials prepared by contractor in the performance of its obligations under this contract shall be the exclusive property of the City of Denton and all such materials shall be delivered to the City by the contractor upon completion, termination, or cancellation of this contract. Contractor may, at its own expense, keep copies of all its writings for its personal files. Contractor shall not use, willingly allow, or cause to have such materials used for any purpose other than the performance of contractor's obligations under this contract without the prior written consent of the City; provided, however, that contractor shall be allowed to use non - confidential materials for writing samples in pursuit of the work. The ownership rights described herein shall include, but not be limited to, the right to copy, publish, display, transfer, prepare derivative works, or otherwise use the works. PAGE 9 OF RFP # 5392 CITY OF DENTON RFP FOR SUPPLY OF ELECTRIC UTILITY DISTRIBUTION HARDWARE, CONNECTORS, ARMS, AND ACCESSORIES 10. ADDING NEW PRODUCTS OR SERVICES TO THE CONTRACT AFTER AWARD Following the Contract award, ADDITIONAL services or products of the same general category that could have been encompassed in the award of this contract, and that are not already on the contract, may be added. A formal written request may be sent to successful Contractor (s) to provide a proposal on the additional services and shall submit proposals to the City of Denton as instructed. All prices are subject to negotiation with a Best and Final Offer ( "BAFO "). The City of Denton may accept or reject any or all pricing proposals, and may issue a separate RFP or IFB for the products after rejecting some or all of the proposals. The commodities and services covered under this provision shall conform to the statement of work, specifications, and requirements as outlined in the request. Contract changes shall be made in accordance with Local Government Code 252.048 11. COOPERATIVE PURCHASING/ PIGGYBACK OPTION The contract resulting from this solicitation will be available for use by all governmental entities, providing there is no conflict with any applicable statutes, rules, policies, or procedures. The governmental entities will have the option to use the pricing as agreed to within the resulting contract. Governmental entities will issue their internal purchase orders directly to the contractor(s), however, shall reference and cite the City of Denton contract number (RFP number) within the purchase order document. 12. QUANTITIES The quantities indicated on the Pricing Sheet (Exhibit 1) are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the prices. Individual purchase orders will be issued on an as needed basis. 13. PRODUCT CHANGES DURING CONTRACT TERM The supplier shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the product must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to purchasingAcityofdenton.com, with the RFP number in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be returned at the supplier's expense. Products that have been installed will be replaced at the supplier's expense. 14. AUTHORIZED DISTRIBUTOR The respondent shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be authorized to sell to the City of Denton, and make available the manufacturer's representative as needed by the City. PAGE 10 OF RFP # 5392 CITY OF DENTON RFP FOR SUPPLY OF ELECTRIC UTILITY DISTRIBUTION HARDWA CONNECTORS, 15. SAMPLES Respondents must make samples available upon request by the City of Denton prior to award with no costs to the City. l � Identification of Shipments: In addition to the complete destination address, each delivery must be clearly marked with the purchase order number. Each shipment must be accompanied by a packing slip. Packaging and Labeling: All items shipped must be properly labeled, with weather resistant labeling, showing the brand name, package quantity, lot number (if applicable) and any other necessary identifying information. Special Delivery Requirements: Customers may have specific, internal delivery rules and policies. These will be provided on each purchase order issued by the customer. The contractor(s) will be required to adhere to those requirements. Hours of Delivery: Delivery shall be made during the hours of 8:00 am to 4:00 pm (CST) of the Customer unless prior approval for after -hours delivery has been obtained from the Customer. In the event of any approval by the Customer for after -hours delivery, Respondent may not invoice any additional charges for that delivery. Respondent is encouraged to obtain Customer's hours of operation at time of order. Delivery Schedule: Respondent's shall furnish, in the space indicated on the Mandatory Price Sheet, a delivery schedule for each line item as to time required for delivery after receipt of order (ARO) under normal conditions. Delivery Days means calendar days, unless otherwise specified. Failure to state delivery time may disqualify Respondent. The City of Denton may choose to negotiate delivery times. Delivery Delays: If delay is foreseen, Contractor shall give written notice to the Customer and must keep Customer advised at all times of status of order. Default in promised delivery (without accepted reasons) or failure to meet specifications authorizes the Customer to purchase goods and associated fulfillment services and services of this RFP elsewhere and charge any increased costs for the goods and associated fulfillment services and services, including the cost of re- soliciting, to the Contractor. Failure to pay a damage assessment is cause for Contract cancellation and /or removal of the Respondent from the City's authorized list of suppliers. PAGE 11 OF RFP # 5392 CITY OF DENTON RFP FOR SUPPLY OF ELECTRIC UTILITY DISTRIBUTION HARDWARE, CONNECTORS, ARMS, AND ACCESSORIES Compliant Products: Providing products or materials which do not meet all specification requirements does not constitute delivery. Delivery does not occur until the Respondent delivers products or materials in full compliance with the specifications to Customer's F.O.B. destination, unless delivery is specifically accepted, in whole or in part, by the Customer. Customer reserves the right to require new delivery or a refund in the event that materials or products not meeting specifications are discovered after payment has been made. Restocking Fee: The Customer may request that a Contractor accept return of merchandise already delivered or that a Contractor cancel an order prior to delivery. If the return is required through no fault of the Contractor, the Contractor may request a reasonable restocking charge. 17. SAFETY AND ENVIRONMENTAL HAZARDS The City does not warrant or guarantee against the possibility that safety or environmental hazards or potential hazards (including premises and special defects) may exist at the City's facilities. The Contractor shall be responsible for identifying any hazardous conditions and notifying the City of these conditions in writing no later than 30 days after contract award and prior to initiation of service delivery on the property. This will be accomplished by the Contractor conducting an environmental assessment and an occupational health, and safety inspection of the service bay or field service areas by competent, qualified and appropriately licensed practitioners. The costs of these inspections and any subsequent corrective action will be negotiated between the City and the Contractor. All contractors to the City of Denton are applied and enforced. The City of Denton safety, and the awarded contractor shall r hazards shall immediately be reported anc potential safety issues from occurring. required to ensure absolute safety standards are will not be responsible for individual contractor x hold the City of Denton responsible. Known all safety precautions shall be taken to prevent 18. CONTRACTOR STANDARDS OF PERFORMANCE Monthly Time Standards - Contractors shall fully understand that the City relies on the product or service of the RFP to provide vital municipal services, and the availability and reliability of the equipment is of the essence. With this in mind, the Contractor shall meet the following performance standards at all times. Labor disputes, strikes, and other events, except those beyond the Contractor's control such as acts of God, shall not relieve the Contractor from meeting these standards. For service category, the Contractor must ensure the given level of service is achieved, within the designated number of working hours. Contractor shall deliver goods or services within specified delivery times for 95% of all orders. 19. PERFORMANCE LIQUIDATED DAMAGES The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standards as outlined below: PAGE 12 OF RFP # 5392 CITY OF DENT!', CONNECTORS, ARMS, ;p ACCESSORIES • Delivery beyond the contractual delivery times after receipt of order The Contractor shall be assessed a one (1 %) percent fee each week when any one of the performance standards outlined above are not met in full for "normal condition" orders and based on usages in line with estimated annual quantities provided by the City. At the end of each month, the City will review the monthly reports and determine the percentage of penalty to be assessed to the Contractor's monthly profit margin. The contractor shall provide a warranty that is standard in the industry, which is a "pass through" warranty condition for this agreement. Repair or Maintenance of fleet not performed to industry standards shall be accomplished at the contractor's expense, at the option of the City. 21. INSURANCE NOT APPLICABLE — THIS IS A COMMODITY ONLY CONTRACT The successful awarded vendor will be required to sign an original contract. A sample contract is provided in Attachment I — Sample Contract. Respondents shall review the document and note exceptions in the proposal. Respondent shall offer written observations, based upon previous experiences in public projects of this magnitude, addressing any anticipated problems and offer proposed solutions to those problems. PAGE 13 OF RFP # 5392 CITY OF DENTON RFP FOR SUPPLY OF ELECTRIC UTILITY DISTRIBUTION HARDWARE, CONNECTORS, ARMS, AND ACCESSORIES Section II Procurement Process and Procedures 1 ' � �liJ'�1►Y Ky The City of Denton reserves the right to change the dates indicated below: Solicitation Schedule: Issue RFP: 10/28/2013 Deadline for Submission of Questions: 11/12/2013 at 2:00 PM Central Time Deadline for Submission of Proposal: 11/19/2013 at 2:00 PM Central Time Evaluate and rank initial results: 11/27/2013 Completion of Negotiations: 12/6/2013 Official Award: 12/17/2013 The City of Denton is using the RFP `Issue Date' as noted in the Schedule of Events above as the official 30 day notification requirement for an interview with a firm. Nt 1 1 , . SECTION NOT APPLICABLE Respondents to this RFP are responsible for all costs of submittal preparation, delivery and any oral presentations required as part of the selection process. All materials submitted in response to the RFP become property of the City of Denton and will be returned only at the option of the City. Submittals that do not, at a minimum, contain the information as specified under Section III and Exhibit 1 Pricing Sheet will be subject to disqualification at the sole discretion of the City of Denton. If any Firm submitting a Proposal is a corporation, it must be registered to conduct business in the State of Texas. Proof of this registration must be included as part of the submittal. The information included in the solicitation response(s), and any cost information obtained from a negotiation process, remain valid for 120 days from the response due date or until the contract is approved by the governing body. PAGE 14 OF RFP # 5392 CITY OF DENTON RFP FOR SUPPLY OF ELECTRIC UTILITY DISTRIBUTION HARDWARE, CONNECTORS, ARMS, AND ACCESSORIES 6. REJECTION OF SUBMITTAL ANY PROPOSAL SUBMITTED AFTER THE DUE DATE AND TIME SPECIFIED WITHIN SECTION III, SHALL BE REJECTED. THE CITY SHALL REJECT PROPOSALS SUBMITTED BY FIRMS THAT DO NOT MEET MINIMUM QUALIFICATIONS. The City of Denton reserves the right to reject any and all submittals received in response to the RFP and to waive any minor technicalities or irregularities as determined to be in the best interest of the City. 7. PROPRIETARY INFORMATION If a Proposer does not desire proprietary information in the Proposal to be disclosed, the Proposer shall identify all proprietary information in the Proposal. This identification will be accomplished by individually marking each page or line item detail with the words "Proprietary Information ". If the Proposer fails to identify proprietary information, the Proposer agrees that by submission of its Proposal, that those sections shall be deemed non - proprietary and made available upon public request. Proposers are advised that the City, to the extent permitted by law, will protect the confidentiality of all Proposals. Proposer shall consider the implications of the Texas Public Information Act, particularly after the RFP process has ceased and the Contract has been awarded. While there are provisions in the Texas Public Information Act to protect proprietary information, where the Proposer can meet certain evidentiary standards, please be advised that a determination on whether those standards have been met will not be decided by the City of Denton, but by the Office of the Attorney General of the State of Texas. In the event a request for public information is made, the City will notify the Proposer, who may then request an opinion from the Attorney General pursuant to 552.305, Texas Government Code. The City will not make a request of the Attorney General. 8. NON- ENDORSEMENT If a Proposal is accepted, the successful Proposer shall not issue any news releases or other statements pertaining to the award or servicing of the agreement that state or imply the City of Denton's endorsement of the successful Proposer's services. 9. UNAUTHORIZED COMMUNICATIONS After release of this solicitation, Proposer contact regarding this RFP with members of the RFP evaluation, interview or selection panels, employees of the City or officials of the City other than the Purchasing Manager, or authorized City of Denton purchasing staff, or as otherwise indicated is prohibited and may result in disqualification from this procurement process. No officer, employee, agent or representative of the Proposer shall have any contact or discussion, verbal or written, with any members of the City Council, members of the RFP evaluation, interview, or selection panels, City staff or City's consultants, or directly or indirectly through others, seeking to influence any City Council member, City staff, or City's consultants regarding any matters pertaining to this PAGE 15 OF RFP # 5392 CITY OF DENTON RFP FOR SUPPLY OF ELECTRIC UTILITY DISTRIBUTION HARDWARE, CONNECTORS, ARMS, AND ACCESSORIES solicitation, except as herein provided. If a representative of any Proposer violates the foregoing prohibition by contacting any of the above listed parties with who contact is not authorized, such contact may result in the Proposer being disqualified from the procurement process. Any oral communications are considered unofficial and non- binding with regard to this RFP. 10. ADDENDUMS Proposers are required to submit signed addendum acknowledgement(s) with their proposal. Proposers will be responsible for monitoring the City of Denton Purchasing Website at: http•// www.cityofdenton.com/index.aspx ?pane =397 to ensure they have downloaded and signed all addendum(s) required for submission with their proposal. 11. CONTACT BETWEEN PROPOSER AND THE CITY OF DENTON Respondents shall direct all inquiries and communications concerning this RFP to the Point of Contact(s) listed below: City of Denton Procurement Point of Contact: Karen E. Smith Assistant Purchasing Manager 901 -B Texas Street Denton, TX 76209 (940) 349 -7100 Fax: (940) 349 -7302 karen. smith(& cityo fdenton. com PAGE 16 OF RFP # 5392 CITY OF DENTON RFP FOR SUPPLY OF ELECTRIC DISTRIBUTION 1 I CONNECTORS, ) ACCESSORIES Section III Submittal Requirements Proposals shall address the following criteria. For consideration, the proposal must submit the minimum criteria noted below. Proposals shall, as a minimum, include all the information described in Items 1 through 10 below to be considered responsive. The "Business Overview Questionnaire" included as Attachment C is an acceptable format for providing much of this information. A Microsoft Word copy of this form will be provided on receipt of an email request. Other information, if provided, shall be included as appendices at the back of the proposal. A firm may submit a solicitation response for one or more of the categories of services requested in this RFP. The City of Denton shall accept written submissions only, until November 19, 2013 at 2:00 pm Central. Firms shall submit one original copy signed by an officer authorized to bind the company, and 3 copies of the completed response to this solicitation in a sealed envelope. Additionally, the respondent shall provide a formatted CD(s) or memory drive, containing a complete copy of the contractor's response to this solicitation, or submit electronically to ebids@cityofdenton.com. The format shall be in Microsoft Office format. Submit ricin for requested services as provided in Exhibit 1. Pricing shall be provided in hard copy with the written submission, and also e- mailed in Excel to ebidsk tyofdenton.com before the proposal due date. The format shall be in Microsoft Word and Excel format only. Submittals shall include on the envelope and the cover sheet the following information: Request for Proposals (RFP) # 5392 SUPPLY OF ELECTRIC UTILITY DISTRIBUTION HARDWARE, CONNECTORS, ARMS, AND ACCESSORIES Proposals may be hand delivered (by firm or express courier) to the address listed below; however, e- mailed only submittals will not be accepted. Additionally, no oral, telephone, telegraphic, or facsimile proposals will be accepted. Where solicitation responses are sent by mail or courier, the responsibility of timely delivery is the respondent's. Pages should be numbered and contain an organized, paginated table of contents corresponding to the section and page of the submittal. Appendices may be used for general firm information. The solicitation response shall be no more than 200 pages in length (excluding sample contracts, directories, and lists, etc.). All submittals, whether mailed or delivered by courier shall be sent to and received no later than November 19, 2013 at 2:00 p.m., Central Time at the following address: City of Denton Attention: Elton D. Brock, MBA, CTPM, CTCM, C.P.M. Purchasing and Materials Manager 901B Texas Street, Denton, TX 76209 940 -349 -7100 Written proposals must be submitted by 2:00 p.m. on the response due date. And °o osrrl r °cceivcal trftcr° the l'at a srrrcl0or lour sct l rr rr°o os l to erri will be r °ettirned PAGE 17 OF RFP # 5392 CITY OF DENTON RFP FOR SUPPLY OF ELECTRIC UTILITY DISTRIBUTION HARDWARE, CONNECTORS, ARMS, AND ACCESSORIES unopened. The City of Denton reserves the right to accept or reject in part or in whole any proposals submitted, and to waive technicalities of the submission, in the best interest of obtaining best value for the City. Each Contractor is responsible for taking the necessary steps to ensure their proposal is received by the date and time noted herein. The City is not responsible for missing, lost or late mail or any mail delays, internal or external, that may result in the proposal arriving after the set time. Proposals shall include on the envelope and the cover sheet with the RFP number and name. 1. COVER SHEET Include Respondent Company name, contact information, RFP number and name. 2. INTRODUCTION (EXECUTIVE SUMMARY) —1 Page Maximum Briefly describe your understanding of the requested services, important issues, and City requirements. 3. FIRMS ORGANIZATION a. Name and Address of the Individual or Business b. General overview of the Business c. Business Profile(s), including: 1) Type of Business (limited partnership, corporation, etc.) 2) Business History and Age 3) Business Size (including number in each required discipline) 4) Areas of special concentration 5) Telephone number and fax number 6) Number of year firm in business 7) Amount of equity capital of the firm 8) Number and location of offices in Texas 9) Location of the office from which the work is to be managed 10) Service description with specific descriptions of responsibilities, successes and failures related to the project. Include website URLs for any service projects for which they are available. 11) Name and contact information for the project manager or other key contact with the entity contracting these products or services. 12) Details of any awards received. As stated above, completion of Attachment C - Business Overview Form may substitute for submission of the above information. Additionally, firms may submit additional information, to ensure a more complete understanding of the firm, and comprehension of the capabilities. PAGE 18 OF RFP # 5392 CITY OF DENTON RFP FOR SUPPLY OF ELECTRIC UTILITY DISTRIBUTION HARDWARE, CONNECTORS, ARMS, AND ACCESSORIES 4. RELEVANT EXPERIENCE AND CAPABILITIES The responding individual or business shall provide pertinent information about the individual or business and related experience(s) with the requested products or services. Indicate what resources the individual or business will have available to allocate to the project. The respondent must currently be licensed to perform work in the State of Texas. A copy of current licensing must be included in your proposal. Relevant experiences and capabilities of the individual or business team members and team as a whole will be rated by the City by a review of both completed and on -going assignments, years of relevant experience in communities of comparable size, and credentials; greater weight will be given to project experience within the past five (5) years containing the team members proposed: a. Five (5) years experience with similar products or services, provide a description. b. A standard license or certification, if applicable. c. A defined level of industry knowledge and understanding d. The Proposing individual or business must be registered in the State of Texas, or the County of Denton, to provide the services required for the project, and the individual or business must have all licensure required by the State to provide any services required under this contact. Registration and licensing requirements for specialized services may be met through the use of subcontractors. If subcontractors are used, information on the subcontractor must be included in the response to this RFQ. Use of subcontractors does not relieve the general or primary contractor from full responsibility for the project performance. e. Certificate of Status — Issued by the Texas Secretary of State A "certificate of status" is a certificate issued by the secretary of state that serves as official evidence of an entity's existence or authority to transact business in Texas. A certificate of status provides a statement of an entity's status, as well as the entity's current legal name and date of formation or registration. How do I obtain information about filing with the State of Texas, or obtaining copies or certificates from the Secretary of State? Webpage: http: / /www.sos.state.tx.us /core /copies.shtml; Phone 512- 463 -5578; or email corpcertC&sos.state.tx.us. f. The individual or business must disclose any business relationship that would have an effect, of a conflict of interest. A conflict of interest statement must be signed as part of the contract negotiated with the awardee(s). g. Must be an authorized manufacturer or distributor authorized by the manufacturer to sell to the City of Denton, Texas. PAGE 19 OF RFP # 5392 CITY OF DENTON RFP FOR SUPPLY OF ELECTRIC UTILITY DISTRIBUTION HARDWARE, CONNECTORS, ARMS, AND ACCESSORIES 5. DISCLOSURES a. Respondent shall detail any and all relevant history of litigation involving public projects. b. Respondent shall detail any and all exceptions within the proposal response. c. The individual or business must disclose any business relationship that would have an effect, of a conflict of interest. A conflict of interest statement must be signed as part of the contract negotiated with the awardee(s). (Attachment G) 6. BUSINESS OVERVIEW Respondent shall complete the business overview questionnaire, Project Information Form & Schedule Compliance Form per Attachment C. 7. REFERENCES Respondent shall provide references including contact names, e-mail addresses and current, correct phone numbers of Firms or public entities for which you have performed similar professional services. Respondent shall complete Attachment F — References. 8. FEE STRUCURE — PRICING Submit pricing for requested products or services as provided in Exhibit 1. Pricing shall be provided in hard copy and emailed in Excel to ebidsAcityofdenton.com before the proposal due date. 9. EQUIPMENT SCHEDULE NOT APPLICABLE 10. SAFETY RECORD NOT APPLICABLE 11. ACKNOWLEDGEMENT Submit a signed acknowledgement by authorized agent of the Proposing firm (Attachment J). 12. EXCEPTIONS The Request for Proposal (RFP) process allows for negotiation of the terms and conditions of this proposal. The respondent shall note any exceptions to the RFP document, on Attachment D, sign the document, and return with their proposal packet. If no exceptions are taken, the Respondent shall sign the document and return with their proposal packet. PAGE 20 OF RFP # 5392 CITY OF DENTON RFP ,• SUPPLY OF ELECTRIC UTILITY DISTRIBUTION HARDWARE, CONNECTORS, 1; ACCESSORIES PRODUCT LITERAT• NOT APPLICABLE a. Prior to commencement of the services, the City and selected individual or business will conduct an initial meeting to review the overall scope, schedule, deliverables and planning process to implement a successful program. b. The awarded Contractor shall provide to the City of Denton, detailed reports of time and services provided to the City on a monthly basis. c. Staff available to assist the selected provider is limited; the proposals submitted should not anticipate extensive staff assistance during equipment repairs or maintenance. PAGE 21 OF RFP # 5392 CITY OF DENTON RFP FOR SUPPLY OF ELECTRIC UTILITY DISTRIBUTION HARDWARE, CONNECTORS, ARMS, AND ACCESSORIES Section IV Evaluation and Award 1. EVALUATION PROCEDURES Selection of a Firm(s) to provide the aforementioned services will be in accordance with the City of Denton Purchasing Policies and procedures and the State of Texas Local Government Code 252.043. The City of Denton shall open all proposals and evaluate each respondent in accordance to the below criteria: Step 1: The City of Denton will evaluate the Proposal submission in accordance with the selection criteria and will rank the Firms on the basis of the submittals. The City of Denton, reserves the right to consider information obtained in addition to the data submitted in the Proposal. The selection criterion is listed below: a) Indicators of probable performance under contract and compliance with the specifications (FACTOR: 15 %). Indicators of probable performance under the contract to include: past vendor performance, financial resources and ability to perform, experience or demonstrated capability and responsibility, references, and the vendor's ability to provide reliable maintenance agreements and support. b) Delivery Timeframe (FACTOR: 5 %).. The delivery time frame for goods after receipt of order (A.R.0) c) Compliance with the City's standard terms and conditions (FACTOR 10 %). The acceptance of the City's standard terms and conditions in the RFP.. d) Price, Total Cost of Ownership (FACTOR: 70 %). The price of the items, to include total cost of ownership, such as installation costs, life cycle costs, and warranty provisions. In addition to the above factors, others that can be utilized as stated within Local Government Code 252.043 are: (1) the extent to which the goods or services meet the City's needs, (2)the impact on the ability of the City to comply with the laws and rules related to contracting with historically underutilized businesses and non - profit organizations employing persons with disabilities, (3) the long term cost to the City to PAGE 22 OF RFP # 5392 CITY OF DENTON RFP FOR SUPPLY OF ELECTRIC UTILITY DISTRIBUTION HARDWARE, CONNECTORS, ARMS, AND ACCESSORIES acquire the respondents' goods and services, and (4) any relevant criteria specifically listed in the solicitation by the City. The total possible score of the proposals shall be scored and weighted as indicated in Section IV, Step 1 items a -d. Based on the outcome of the computations performed, each proposal will be assigned a raw score. The assigned weight will then be applied to these scores to calculate an overall score for each proposal for completion of the final scoring process. The proposals shall be evaluated utilizing standard tools, based upon the weighted factors above, and will be assigned a final score. The City of Denton will proceed to Step 2, with the Firm(s) that are considered within the competitive range and present an overall best value to the City of Denton. Step 2: After the final ranking of the proposals and determination of Firm(s) that provide a best value to the City and are within the competitive range, provided the City of Denton elects to proceed without oral discussions, the City will immediately proceed to negotiate final pricing, terms and conditions with the highest ranked Firm or Firms. The City of Denton aay elect to conduct oral discussions, request clarifications, and presentations concerning the project approach and ability to furnish the requirements, as part of the negotiation process. The City may elect to utilize a Best and Final negotiation phase to determine the Firm that provides the overall best value to the City. Step 3: The City of Denton Procurement Department shall provide a written recommendation to the City of Denton City Council, which represents "best value" and request authorization to proceed with contract execution for the proposed services. In accordance with Local Government Code 252.049, trade secrets and confidential information in competitive sealed bids are not open for public inspection. All proposals shall be opened in a manner that avoids disclosure of the contents to competing offerors and keeps the proposals secret during negotiations. A public opening will not be conducted with this process. THE AWARD PROCESS IS CONSIDERED OPEN AND ON -GOING UNTIL ALL FINAL NEGOTIATIONS HAVE CONCLUDED. After the contract has been awarded all proposals are open for public inspection and the unsuccessful respondent(s) may request a debriefing regarding their submittal. Please contact the City of Denton Materials Management staff to document the request for a debriefing. A meeting with the City of Denton Materials Management Staff and the using Department shall be provided in a timely manner. PAGE 23 OF RFP # 5392 / 1 RFP FOR OF 1 .iii,. CONNECTORS, D ACCESSORIES l: AWARD The City reserves the right to award by line item, section, or by entire proposal; whichever is most advantageous, or provides the "best value" to the City, unless denied by the bidder. 3. PREFERENCES A. Environmentally Preferable Purchasing Policy Texas Local Government Code, Sec. 271.907. VENDORS THAT MEET OR EXCEED AIR QUALITY STANDARDS. (a) In this section, "governmental agency" has the meaning assigned by Section 271.003. (b) This section applies only to a contract to be performed, wholly or partly, in a nonattainment area or in an affected county, as those terms are defined by Section 386.001, Health and Safety Code. (c) A governmental agency procuring goods or services may: (1) give preference to goods or services of a vendor that demonstrates that the vendor meets or exceeds any state or federal environmental standards, including voluntary standards, relating to air quality; or (1) require that a vendor demonstrate that the vendor meets or exceeds any state or federal environmental standards, including voluntary standards, relating to air quality. (d) The preference may be given only if the cost to the governmental agency for the goods or services would not exceed 105 percent of the cost of the goods or services provided by a vendor who does not meet the standards. The cost may not exceed $100,000. This provision shall comply with City of Denton Resolution R2007 -032. PAGE 24 OF RFP # 5392 CITY OF DENTON RFP FOR SUPPLY OF ELECTRIC UTILITY DISTRIBUTION HARDWARE, CONNECTORS, ARMS, AND ACCESSORIES Section V Payment and Performance Requirements These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton's solicitation are applicable to Contracts /Purchase Orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller herein after referred to as the Bidder, Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the Sellers Proposal response, Invoice or Statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the Contract /Purchase Order these written provisions will take precedence. By submitting an Offer in response to the Solicitation, the Contractor agrees that the Contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the Contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a Solicitation to purchase Goods, and Sections 9, 10, 11 and 22 shall apply only to a Solicitation to purchase Services to be performed principally at the City's premises or on public rights -of -way. 1. PAYMENT AND INVOICES: Payment processing: The City review, inspection, and processing procedures for invoices ordinarily require thirty (30) days after receipt of invoices, materials, or services. Proposals which call for payment before thirty (30) days from receipt of invoice, or cash discounts given on such payment, will be considered only if, in the opinion of the Purchasing Manager, the review, inspection, and processing procedures can be completed as specified. It is the intention of the City of Denton to make payment within thirty days after receipt of valid invoices for which items or services have been received unless unusual circumstances arise. The 30 day processing period for invoices will begin on the date the invoice is received or the date the items or services are received, whichever is later. Direct deposit for payments: Contractors are encouraged to arrange for receiving payments through direct deposit. Information regarding direct deposit payments is available from the City of Denton Purchasing website: www.dentonpurchasing.com. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201 -4299. A pro -forma invoice shall be sent to the contract administrator. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor, materials, and equipment provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. Upon contract award, suppliers are encouraged to receive payments through direct deposit. PAGE 25 OF RFP # 5392 2. 3. CITY OF DENTON RFP FOR SUPPLY OF ELECTRIC UTILITY DISTRIBUTION HARDWARE, CONNECTORS, ARMS, AND ACCESSORIES TAX EXEMPTION: The City of Denton qualifies for sales tax exemption pursuant to the provisions of Article 20.04 (F) of the Texas Limited Sales, Excise and Use Tax Act. Any Contractor performing work under this contract for the City of Denton may purchase materials and supplies and rent or lease equipment sales tax free. This is accomplished by issuing exemption certificates to suppliers. Certificates must comply with State Comptroller's ruling #95 -0.07 and #95 -0.09. PAYMENT TO PERFORMANCE MILESTONES: Awarded contractor shall prepare and submit invoices after completion milestones. The invoice shall detail the major milestones accomplish ed information for project. These milestones shall be submitted to the City City's Project Staff shall review such for completion and accuracy, authorization. The respondent shall complete Exhibit 1, pricing sheet. PAGE 26 OF RFP # 5392 of specific project and detailed cost of Denton and the prior to payment CITY OF DENTON QN HARDWARE Section V1 Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City ofDomon`o solicitation are applicable oo Contracts/Purchase Orders issued by the City o[Denton hereinafter referred to as the City c« Buyer and the Seller herein after referred to uo the Bidder, Contractor orSupplier. Any deviations mum be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the Sellers Proposal rcopooac' Invoice or Statement abuU serve to modify the terms set forth herein. If there is u 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 ohuU be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the Contract, Sections 3, 4, 5. h, 7, 8,20.21` and 36 shall apply only tou Solicitation to purchase Goods, and Sections 9, 10, || and 22 ohu|\ apply only mu Solicitation to purchase Services to be performed principally uu the City's premises oron public rigb1s-ofvvay. l. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described inthe Solicitation and io the Contractor's Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/T0RM. Unless otherwise specified in the Solicitation, this Contract shall be effective uoofthe date the contract is signed 6y the City, and yhu|| continue in effect oo6l all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLE& The Contractor will package deliverables in accordance whh good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided iuthe Specifications mSupplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City's name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box l of boxes, and (d) the nomhcx of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall bo final and conclusive ou shipments not accompanied hy packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor ix not authorized toship the deliverables under reservation and no tender ofu bill nf lading will operate uoo tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass w the City only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall � shipped ��.point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor's price shall hr deemed oo include all delivery and transportation charges. In the event shipping charges are applicable, The City shall have the right to designate what method of transportation oba|| be used to ship the deliverables. The place nf delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and toreject dofcodvn or non-conforming do|(vcrub|ca. If the City has the right to inspect the Cuntroc0nr'u, or the Contractor's Subcontractor's, {uui|idco, or the d6ivcrxh|cx at the Con{mctor`u, or the Contractor's Subcontractor's, premises, the Contractor shall furnish, or cause tn be furnished, without additional cbmgc` all ruaonnoh)c facilities and assistance to the City to facilitate such inspection. CITY OF DENTON MFP FOR SUPPLY OF ELECTRIC UTILITY DISTRIBUTION 1 , CONNECTORS, AND ACCESSORIES CITY OF DENTON RFP FOR SUPPLY OF ELECTRIC UTILITY DISTRIBUTION HARDWARE, CONNECTORS, ARMS, AND ACCESSORIES vi. bd|urc of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Douunocmm. E. Notice io hereby given that any awarded firm who io in arrears tothe City ofDenton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. B Payment will be made by check un|oea 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 tnthe City for payments made by credit card or electronic funds transfer. G. The awarding Or continuation of this contract is dependent upon the availability of funding. The City's payment uh\igu1ioox are payable only and solely from boodx Appropriated and uvuUukle for this contract. The uhacocc 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 tuthe Contractor. The City shall provide the Contractor written notice nythe failure of the City tomake an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an arnount insufficient to permit the City tn pay its obligations under the Contract. Io the event of none or inadequate appropriation of funds, there will hcoo penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per them expenses in connection with the Contract ohu|| bo paid hy the Contractor, unless otherwise stated in the contract terms. 16. SPECIAL TOOLS & TEST EQUIPMENT: Dthe price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this ordcr, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be idondfiudby the Contractor omsuch. lA. : The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, o/ agreement for the purpose of restricting competition, as to any matter relating to such fees with any other finnm with any competitor. 20. WARRANTY—TITLE: The Contractor warrants that hhas good and indefeasible title m all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims 0n the deliverables. CITY OF DENTON �QLIJ0113 BE" K81 %=3 11404 61", 013EMKOWIMIEM 21. WARRANTY_ : The Contractor represents to the best of its ability that all deliverables sold the City under the Contract shall be free from defects indesign, workmanship ormanufacture, and 000fbon in all material respects tothempccifimuiono, drawings, and descriptions iothe Solicitation, to any samples furnished by the Contractor, 10 the terms, covenants and conditions of the Contract, and to all upp\iouh)c 8tatm. Federal or |uuo| \mpm, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables eba|! bu clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by \m*; and any attempt 1odoxo shall he without force oreffect. C. Dn\ean otherwise specified in the Contract, the warranty period uhu|| he one year from the date of delivery ofthe deliverables, of from the date of acceptance of any rep|aoerneot deliverables or as term stated by corresponding manufacturer. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully uou0unoin& deliverables, at the City's option and at no additional cost to the City. All costs incidental to such repair orreplacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City ahm|| endeavor to give the Contractor written notice oy the breach ofwarranty within thirty (30) calendar days of discovery of the breach of warranty If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may rcd000 the quantity of deliverables it may be required to purobuao under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer's warranty, thm Contractor shall transfer and assign such manufacturer's warranty to the City. If for any ncuuon the manufacturer's warranty cannot be fully transferred to the City. the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer's vvmmuty for the benefit ofthe City. CITY OF DENTON RF? FOR SUPPLY OF ELECTRIC UTILITY DISTRIBUTION HARDWARE, CONNECTORS, ARMS, AND ACCESSORIES 27. TERMINATION FOR CAUSE: In the event of a default by either party, the other party shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the defaulting party within such ten (10) day period, cures such default, or provides evidence sufficient 1n prove tn the other party reasonable satisfaction that such default does not, in fact, cnioL In addition to any other remedy uvai\uh|o under law nrio equity, the non-defaulting party the-Qty shall he entitled 10 recover all mctnu| damages, costs, |oeuoo and expenses, incurred by the non-defaulting as a result of the dubm|6ng party's default, including, without limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post-judgment interest ot the maximum lawful rate. Additionally, in the event ofudefault by the Contractor, the City may remove the Contractor from the City's vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided hylaw. 28. TERMINATION WITHOUT CAUSE: The City shall have the right toterminate the Contract, in whole orinpart, without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof 29. FRAUD: Fraudulent atu1emrmtm by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City mbu|| be grounds for the termination of the Contract for cause by the City and may result in legal action. 32. INSURANCE: The following insurance requirements are applicable, in addition mthe specific insurance requirements detailed ioAttachment A. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory 10 the City oYDenton. A. General Requirements: i. The Contractor ahu|| at u minimum uurg/ iooumuuc in the types and amounts indicated and agreed to, as submitted to the City and approved by the City vvdbin the procurement pmuoaa, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage's and endorsements required tothe City as verification of coverage prior {u contract execution and within fourteen (14) calendar days after written n:guuot from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor most also forward u Certificate of Insurance to the City whenever opreviously identified policy period has expired, or an extension option or hold over period io exercised, am verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance ioobtained and until such insurance has been reviewed hy the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor roust submit uertifiuu1ou of iuuu,auuo to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor's and all subcontractors' insurance coverage shall hc written bycompanies licensed todo business in the Dtu10 of Texas a1 the time the policies are issued and shall he written bycompanies with A.M. Best ratings of A- V0| or better. The City will accept workers' compensation coverage written by the Texas Workers' Compensation Insurance Fund. vi. All endorsements narning the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City ofDenton Materials Management Department 9UlB Texas Street Denton, Texas 7620p vii The "other" insurance clause shall not apply to the City where the City iuon additional insured shown on any policy. Diy intended that policies required io the Contract, covering both the City and the Contractor, shall he considered primary coverage ueapplicable. viii. If ioeunmcc policies are not vvckton for mnuuuto ugn:od to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. lf Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, ur exclusions except where policy provisions are established by law urregulations binding upon either ofthe poMina hereto or the underwriter onany such policies. x. The City reserves the right to review the insurance requirements ao< forth during the effective period of the Contract and to make rouxouab|c adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry orfinancial condition of the insurance company omwell uo the Contractor. xi. The Contractor shall not cause any insurance to be cunuc|od nor permit any insurance to |upac during the term of the Contract oras required io the Contract. RFP FOR SUPPLY OF ELECTRIC UTILITY DISTRIBUTION HARDWARE, CONNECTORS, AND ACCESSORIES xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days' written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract. niv. The insurance coverage's specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility u/ liability of the Contractor. B. SpccifioCoverage Requirements: Opcoifiuinsurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor vvbicb arises under or concerns the Contract, or which uno|d have material adverse affect onthe Contractor's ability to perform thereunder, the Contractor ahui| give written notice thereof to the City within ten (l0) calendar days after receipt ofnotice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the onmux and addresses of the claimant(s); the basis thereof, and the name of each person against whom such claim in being asserted. Such notice abuU be delivered personally orhymail and ohs|| be sent to the City and to the Denton City Attorney. Porenoa| delivery to the City Attorney shall bcto City Hall, 2l5 East Muyinney Street, Denton, Texas 7620l. 34. NOTICES: Unless otherwise opcuifiod' all notices, requests, or other communications required nr appropriate to he given under the Contract shall be in writing and abuU be deemed delivered three (3) business days after postmarked if sent byD.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means sbu|| be deemed delivered upon receipt by the addressee. Douboc communications may be made by first c|oxv mail, t6ofax, or other commercially accepted means. Notices to the Contractor shall be sent to the address opooificd in the Contractor's Offer, or N such other address as u party may notify the other in writing. }Vo6uns to the City ohuU be uddn:ecd to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to bo proprietary must boclearly marked as such. Determination of the public nature of the material io subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 30. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor abu|| provide the City good and indefeasible title to the deliverables and (ii) the dc|ivumh\co supplied by the Contractor in accordance with the opouificouioua 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, uu its sole expense, defend, indemnify, and hold the City bmrm\oma from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere iu the world nf the rights associated with the Ci1y`o` nvvocmhip, and if applicable, license rights, and its use of the do\ivmah|cu infringes the i/ucUootuu| 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 oro1 its option engage its own separate counsel to act ueco-counsel on the City's behalf. Furtbcr. Contractor agrees that the City's ypcoifiuo1iona regarding the deUvcroh|cx ohu}| in no *ay diminish Contractor's warranties or obligations under this paragraph and the City makes no vvmmmty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City's and/or its |iocnaom` 000fidcndu| information (including inventions, employee information, uudo euurctu, uonfidundal know-how, oon6donhu) business information, and other information which the City or its licensors consider confidential) (collectively, ^^CnnDdcndu| Information"). Contractor uoknon\odgco and agrees that the CooDdundu| Information io the valuable property of the City and/or its licensors and any unauthorized use, diuclommo, dissemination, or other release nf the Confidential Information will mohateodu||y injure the City and/or its |iocuoorm. The Contractor (including its omy|oyuos, subcontractors, agents, or representatives) agrees that it will maintain the Cun0donbu| lntbrouatinn in strict confidence and shall not diou|omc' 6iooeniou(e, copy, divulge, r*orcouc, or vthonviec use the Confidential Information without the prior written consent oy the City orin a manner not expressly permitted 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior consent, the fact that the City has entered into the Contract, except to the extent required by law. RFP FOR SUPPLY OF ELECTRIC UTILITY DISTRIBUTION CONNECTORS, ARMS, AND ACCESSORIES Contractor to any o8iocr or employee of the City ofDenton with u 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 io canceled hythe City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover orwithhold the monuot of the cost incurred hythe Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have ufinun6al interest, direct or indirect, io the Contract resulting from that solicitation. Any willful violation of this section sbmU constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action op to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable hy the City. The Contractor shall complete and submit the City's Conflict of Interest Questionnaire (Attachment G). 44' INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, vmrkcr`x compcooa1ion, or any other City employee benefit. The City ohuU not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor mhu{| porfonn the services hereunder according to the attached spccifim8innxat the general direction of the City Manager nf the City of Denton, Texas, or his designee under this agreement. 45. : The Contract shall hc binding upon and ensure tn the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract mbu| be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment ordelegation by the Contractor shall be void unless made in onn0unnity 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 bcocficiuricuio the Contract. 46. WAIVER: No claim or right arising out of breach of the Contract can be discharged in whole or in part by u waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in vvhdog 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 existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contrac can be modified ur amended only byu writing signed hy both parties. 0npre- printed ov similar terms on any the Contractor invoice, order or other document shall have any force or effect to ohuogo the terms, covenants, and conditions of the Contract. 48. : The Contract is intended by the parties as u final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant 0u supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent uf the parties that all provisions be construed in u manner to br fair to both parties, reading no provisions more strictly against one party or the other. Whenever u term defined by the Uniform Commercial Code, as cnm*nd by the State of Texas, is used in the Contract, the TJCC definition abu|| control, unless otherwise defined in the Contract. CITY OF DENTON RFP FOR SUPPLY OF ELECTRIC UTILITY DISTRIBUTION HARDWARE, CONNECTORS, ARMS, AND ACCESSORIES regarding the dispute. The purpose of this and any subsequent meeting in to attempt in good faith to negotiate u 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 u written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B.Iythe efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may mdco1, within thirty (30) calendar days, u mediator trained in mediation obiDm to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on o mediator within thirty (30) ou|oudar days of initiation of the mediation process, the mediator shall be me|no(cd by the Denton County /&|tmnu6po Dispute Resolution Program (0CAP). The parties agree to participate in mediation ingood faith for upto thirty (3O) calendar days from the date of the first mediation auexiun. The City and the Contractor will share the mediator's fees equally and the parties will bear their own ooa\a of participation such as fees for any uonoo\1mutm or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall bu governed hy the laws ofthe State of Texas, including, when applicable, the Uniform Commercial Code ux adopted in Texas, Y.T.C.A.,Bus. 6tComm. Code, Chapter l' excluding any rule or principle that would refer to and apply the substantive !mw of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit v/ restrict the right or ability ny the City to seek and secure injunctive relief from any competent authority ay contemplated herein. 51. INVALIDITY: The invalidity, illegality, oruocoOorceahJityoy any provision of the Contract shall inno way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision ohuU be deemed severed from the Contract and the balance ofthe Contract uhuU be construed and enforced aaif 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 uvubd provision that comes as close os possible to the intent of the stricken provision. The provisions of this xeohun obu|| not prevent this entire Contract from being void should apmvision which is the essence of the Contract 6e determined !nhovoid. will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within th4 normal hours of operation tnust be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, iodemnhy, and confidentiality obligations of the parties, oba| survive the expiration or termination of the Contract. 56. BUY AMERICAN (Applicable kn certain federally funded requirements) The following federally funded requirements are applicable, in addition to the specific federally funded requirements detailed ioAttachment B. A. Definitions. As used in this paragraph — i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost ofcomponents" means (l) For components purchased by the Contractor, the acquisition cost, including transportation ousts to the p\uuu of incorporation into the end product (whether or not such coots are paid 10 a domestic firm), and any opphoahic duty (whether or not u duty-free entry certificate isisouod);or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (l) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2)/\n end product manufactured in the United States, if the cost nf 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 uDcnuy determines are not mined, produced, or manufactured in sufficient and reasonably available oommonuiu| quuo1idoo of u satisfactory quality are treated as domestic. Scrap guucrmiod, collected, and prepared for processing io the United States iv considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United 8tu1ca" means the 5O States, the District oy Columbia, and outlying areas. B. The Buy American Act (41 D.S.C. l0a - l0d)provides opre0:onuo for domestic end products for supplies acquired for use in the United States. C. The City does not maintain o list of foreign mtio|ca that will be treated as domestic for this Contract; but will unoaidor for approval foreign articles as domestic for this product if the articles are no u list approved by uoutbor Governmental Agency. The Offeror shall oubmitdocumootu600 with their Offer demonstrating that the uuio|c is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that itspecified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Cmtifixute". 57. RIGHT TO : The City ofDenton reserves the right to use any and all information presented in any response to this solicitation, whether amended mnot, except as prohibited hylaw. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor msupplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. CITY OF DENTON RFP FOR SUPPLY OF ELECTRIC UTILITY DISTRIBUTION HARDWARE, CONNECTORS, ARMS, AND ACCESSORIES 59. PREVAILING WAGE RATES: The awarded contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at and at the Wage Determinations wchoitcwwwLwol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all Btu1u, Federal, and Local laws and requirements. The Respondent must comply with all applicable |avvo at all times, including, without limitation, the following: (i) §36.O2nf the Texas Penal Code, which prohibits bribery; (ii) O36.09 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 {u furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-site compliance with the Federal Tax Reform /\ut of 1986, Section 1706, amending Section 530 of the Revenue Act ofofl978, dealing with issuance of Form W-2'otocommon law employees. Respondent ia responsible for both federal and State unemployment insurance coverage and standard Workers' Compensation insurance coverage. Respondent obuU ensure compliance with all federal and State tax laws and withholding requirements. The City ofDenton obuO not be liable to Respondent orits employees for any Unemployment or Workers' Compensation coverage, or federal or 8te10 withholding requirements. Contractor shall indemnify the City nfDenton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE :The contractor shall comply with the applicable provisions of the Drug-Free Work Yiauc Act of 1988 (Public Law 100-690, Th|u V, 8uhtb|c D; 41 U.S.C. 701 8T 8B().)oud maintain a drug-free work environment; and the final m|o, government-wide requirements for drug-free work place (grmntm), issued by the 0tGuc of Management and Budget and the Department nf Defense (32 CFB9urt 280, Subpart F) to implement the provisions n[ 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 fina|rule that may hereafter hcissued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall he 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 tothe Contract. The Respondent shall notify the City of Denton Procurement Manager in writing nf any such damage within one (l) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent eba|| not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. {n the event of an ouourrcooc under this Section, the Respondent will he 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 coaoonuh|o efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton pmourumcot Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay ioperformance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, pruuludo, uono6' waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not bc construed umu waiver nf any continuing or succeeding breach. . r * *, RFP # 5392 EXHIBIT 2 Technical Specifications for Supply of Electric Utility Distribution Hardware, Connectors, Arms and Accessories A. PURPOSE The City of Denton is providing information that will allow prospective suppliers to prepare proposals to supply Electric Utility Distribution Hardware, Connectors, Arms and Accessories. The products will be received and distributed through a centralized distribution center located at 901B Texas Street, Denton, TX 76209. Orders will be placed as needed over the contract term. B. PROPOSALS Proposals shall be provided using the Exhibit 1, with supporting documentation as required. Additional information clarifying the supplier's product may be attached to the proposal. Pricing shall include all costs to deliver goods as specified in this specification. Any special fees or commissions, and all freight for delivery to the City of Denton Distribution Center and unloading costs must be included in the quoted price. Item pricing shall be mutually exclusive, thus the City of Denton reserves the right to choose the best valued item from different suppliers. C. QUALITY CONTROL The manufacturer shall be responsible for the quality control of the manufacturing processes to assure that all requirements of these specifications are met. However, the purchaser reserves the right to observe, to inspect and to require additional quality control investigations, either by its personnel or an independently employed quality control investigator, at any or all stages of fabrication at the manufacturer's facilities. Failure to adequately maintain fabrication and quality of fabrication until completion shall be grounds for cancellation of the order or any part thereof. Field failure or field repairs required due to quality control failures or manufacturing procedures shall be the responsibility of the manufacturer. D. WRITTEN WARRANTY and GUARANTEES Written guarantees shall include any limitations as to the nature of failure or time limitations. The guarantee shall begin upon receipt of the accepted units, not on the date of manufacture. Guarantees shall indicate whether or not it is made on a full replacement basis or a prorated basis and if prorated then what are the terms. Manufacturer /supplier guarantees that the goods furnished under this specification are of high quality and agrees to replace any goods found to be defective during inspection, installation, or service for a minimum period of 12 months after unit is delivered to Denton. All replacements by the manufacturer /supplier shall be free of charge F.O.B. at the same delivery point called for in the original order. Replacements must be handled in a professional and timely manner and in no case shall a replacement unit take longer than 60 days to arrive in Denton after first being submitted for replacement. RFP 5392 Exhibit 2 Offeror guarantees that all products quoted and furnished under this agreement will be accepted at any normally used United States approved repair and warranty shop should one be available for the manufacturer's product quoted. The City of Denton will not accept a manufacturer's product that was rejected or substandard and then sold to • broker for • or .♦ that would not be fully warranted by the original manufacturer. The offeror must be an approved distributor by the manufacturer of these products, and is authorized to sell the products to the City of Denton. The offeror also guarantees that the City will be represented by the Manufacturer, should an issue arise, and that all manufacturers' warranties will be in effect for the life of the contract. F. ACCEPTABLE MANUFACTURERS The City will only accept proposals from the specific manufacturers and part numbers listed on each line item in Exhibit 1. The City understands that manufacturers may update part numbers periodically. The City will accept updated part numbers based upon the part number [s)rovided on • only . part number ••.'e• Proposals offering alternate products will not be considered and must go through the commodity approval process described below. Exhibit C CITY OF DENTON Pf',jGLa.WTTIIi�tvj&)Wfii-&UQ'WIBUTION HARDWARE, CONNECTORS, ARMS, AND ACCESSORIES AUX-AMMM ........ . . CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or othe!kerson dotng business with local 1,;�ove�p!1jental �n �nniire reflects changes made to the law by H.B. 1491, 80th Leg., Re.. egular Session. This 4uesd OFFICE USE ONLY This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a person Date Received who has a business relationship as defined by Section 176.001(1 -a) with a local governmental entity and the person meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176,006, Local Government Code. A person commits an offense if the person knowingly violates Section 176,006, Local Government Code. An offense under this section is a Class C misdemeanor, . . . ........... iirwre rrf person who has a business relationship with local governmental entity. 0 Check this box If you are filing an update to a previously flied quesdoull I 01re. (The law requires that you file an updated completed questionnaire with 11 ) appropriale Ming authority not later than the 7"' business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) 7 \ Name of local government officer with whom filer has an vniployownt or Name o(l Vricer This section, (item 3 including subparts A,,B' C & D) must bo, completed kni each offiOg r with whom the filet ,has an employment or other business 1'ra), Lo6j Govehin Isaddilontflip as to this Form CIQ as necessary. relationship as defined by Section 17(1,0010 iatil Code. !Altac A. Is the local government officer named, iwlhis soc'bo I MG tIlvingi or likeli to receive taxable Income, other than investment Income, from the filer of the questionnaire? El Yes NO B. Is the filer of the questionnaire receiving or likely to receive taxable,income, other than investment Income, from or at the direction of the local government officer named in this section AND the taxable Income is not received from the local governmental entity? 17-1 Yes 0 No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? Yes No D. Describe each affiliation or business relationship, M Signature of person doing business with the governmental entity Date RFP 5392 N EXHIBIT D m F to O J r J r J r J 0 r J r J r J r J r J r J N r J J r J r J H z a W z z z z z z z z z z z z z z z z D lY N M a 0 0 W C 0 0'0 0 0 Y O 0 0 0 0 0 L CL m o a Ln O o o 0 0 0 0 0 ''0 0 0 0 0 0 0 0 0 0 0 0 0 0 L_ °x m m m m m m m m m m m m m m m m m m m m m m > O ¢ O N o m Ln m o o m Ln Ln '.... Ln m Ln m m 0 '..... m 0 H a D Q m u° ''^ 02l 3L xt YL Yt # 3i Yk # Yt 7k w m r w O r w r w r w r w r w r w r w r w r w r w r w r w r w r w r w r> w O r w C) LL n' z OC a H z d' z d' z LY z w z w z w z w z w z w z w z w z Lw z w z w z a 6L z w z w Ln '.. d' H m H N Ln w to m m m m m 0 h m `T N co m O Q a O V) f� LD N Vl n n m m m m H� W Y n m� w Y H V1 r H O m W W O H O N O w m w m a N� H O N Ln 0 d' N m 0 O d 00 m Ln N't w N H m w O to H w U) H h w n m 00 ' N V m L!1 N H H H H N N H h V N H H 2 � a H V r ri tJ �p W t „ H Z LL 3 ut of +n +n in +n vt vt in in in +n +n in '+n vt +n of +n in',14 H H m O Ln o 0 0 0 O o o O N Ln '.. M N m Ln M o 0 O m N H O '.. N N N N N N N N w O 00 LD m N w Il O W w 00 H w Ln a Ln V oo CL n m 00 N m u m y j vg a Q N Ln V a N c Oe N 3* N e r r r r f- H I- r Y l- o-- a 0. Ln r F l- r a a a a a a a La. o. D. D, a ® Q d Q Q Q¢ Q Q¢ Q Q a a o uj v� N m F r> J' J r J r J r J 0 r J r J r J r J r J r J N r J J r J r J H z a W z z z z z z z z z z z z z z z z D lY N 0 0 W C 0 0'0 0 0 Y O 0 0 0 0 0 L CL m o a Ln N J F r> J' J r J r J r J r J r J r J r J r J r J r J r J J r J r J W z a z z z z z z z z z z z z z z z z z D m 0 0 0 0 0 0'0 0 0 0 0 0 0 0 0 0 0 H m o a N Q N 0 0 w 0 w 0 o H N H M 14 o N m N o m 0 v 0 m 0 0 m w o w 0 O 0 v 0 O 0 0 0 H 0 H 0 H 0 H 0 H 0 H 0 H 0 H 0 H 0 H 0 H 0 H o H H H H H tD ¢ O N o m Ln m o o m Ln Ln '.... Ln m Ln m m 0 '..... m 0 H m u° ''^ 02l 3L xt YL Yt # 3i Yk # Yt 7k w m r w O r w r w r w r w r w r w r w r w r w r w r w r w r w r w r w r> w w r w C) LL n' z OC a H z d' z d' z LY z w z w z w z w z w z w z w z w z Lw z w z w z a z w z w z w W O a w a a a a''a a a a a a a a a a a'a a s LY O U (n W Y O LL W Y W Y W Y W Y W Y W Y w Y w Y W Y W W W W W W W W W V W Z O 0 m a a oo CL Z a vg a Q o c Oe N 3* N r r r r f- H I- r Y l- o-- a 0. Ln r F l- r a a a a a a a La. o. D. D, a ® Q d Q Q Q¢ Q Q¢ Q Q a a o uj 0 Z H O Zaaaia0NLn000000m0oo�w ®r V J O N M w w H H H N N m a m m w w,H H x 'A �/• 5' ¢ d W Y ]C Y' '. Y Y Y' ]G Y Y Ni Y Y Y' Y Y! Y ]G w UJ m U) ® O w z z z z z z z z z z z z z z Z z z J U W J J J J J J J J J J J J J J W J W J W J W Q V1 7 W V) W A LL rOd W Ln w Ln W (n w V9 W V) W In W VI W Ln W V9 W In W In W Vi w In W V) VI V) Vl V) or LL :D LL D LL>. Ln LL LL LL LL LL LL LL ILL LL LL LL LL LL LL LL LL ILL LL a ...... E W CL O Ln n Z w O H H O O .'H 0 N 0 M 0 0 w 0 w 0 O 0 H� 0 0 w 0 O 0 V 0 w O'...,0 w N 0 w 0 o 0 N O M m m co Q O Ln O v O a O v O v 8 a v O v H v H v H v H a N a N V N a N m a m a� O N C m Ln m Ln W n n m Ln m Ln m Ln m Ln m Ln m Ln m Ln m Ln m m m m m Ln m o m Ln m Ln m Ln m o m Ln m Ln v 0 0 0 � ♦ �./ N, N `1 w N w N w, N' w N w N w N w N w N w r -i w w N w N w N w N w N w N w N 00 N w N w N O a s a a s aaa a a a a a a a a a w a w a w a W as W' w w W W w w w w w w w w w w w w w Z C C to Ln Ln Ln a m w M C® V) N m V9 H V9 N w m Ln N N m m V) V1 N N O V9 H M O V1 O '.... N Q Lp . 7 N L® H H N LJ W C G m N 0 m V tl' Ln d° w n V w V m a O V9 H m N M m Ln V 0 Ln 0 to m n 0 w 0 m Ln O w' '.... H w N w m w 3 m m m m m m m m m m m m m m m m m m m m m m Z RFP 5392 EXHIBIT D November 19, 2013 Karen E. Smith, A.P.P Senior Buyer City of Denton Materials Management 901B Texas Street Denton, TX 76209 TU QD F' C. IRDY C01- ,.I.F m "RU i1. MO RIBUTOR 7125 Belton Street Fort Worth, TX 76118 817- 284 -0868 www.irby.com Subject: RFP -5392 SUPPLY OF ELECTRIC UTILITY DISTRIBUTION HARDWARE, CONNECTORS, ARMS, AND ACCESSORIES FOR THE CITY OF DENTON Karen, Thank you for the invitation to participate in the subject RFP. Our response is enclosed. Our response includes the following documents: Attachment C Attachment D Attachment E Attachment F Attachment G Attachment H Attachment I Attachment J Exhibit 1 Business Overview Questionnaire Forms Exception Form Not Applicable References Conflict of Interest Form Disadvantaged Business Utilization Sample Contract Documents Acknowledgment Pricing Sheet We look forward to your response. S�I)i cal °ely, � I1l'i MsR0thren District Sales Manager /TX Dlvlslon of TY RFP 5392 EXHIBIT D EXECUTIVE SUMMARY The Stuart C. Irby Company, headquartered in Jackson, MS, operates 56 branch and distribution center locations covering 43 states, with sales nearing $900M for 2012. Irby is one of the largest electrical distributors in the United States with a proven track record of exemplary service in the Utilities Distribution arena worthy of the City of Denton's confidence within this initiative. The employees of Irby have been serving customers in four major market segments — industrial, contractor, commercial and utility — with innovative products and services since 1926. Entering the US in 1998, Sonepar USA has seen dramatic growth over the years due to strategic acquisitions and organic growth. Today, Sonepar USA has 15 companies operating over 260 branches throughout the United States, generating over $6.08 in sales revenue in 2011.Sonepar USA is a member of the Sonepar group, the world's largest privately -held electrical distributor. Worldwide, Sonepar employs 32,000 employees in 164 companies across 35 countries. Sonepar's worldwide sales exceeded $19B in fiscal 2011. Irby understands the critical nature of this blanket agreement. As one of the utility industry's leading suppliers, Irby is experienced with these types of initiatives, from the selections and establishment of specification compliant products from pre- approved manufacturer partners, to coordination of meeting ever changing product demand. Irby will use its alignment with the selected industry leading manufacturers and establish both price points and production /fulfillment schedules to meet the City's of Denton's projected demand. Our resource teams will be connected with these chosen manufacturers through a variety of communications media. Irby maintains a strong e- commerce presence with all manufacturers that are party to proposal, providing a close, integrated working relationship that is already in place allowing line of sight to material availability, costing, and other fulfillment conditions.lrby will be managing the fulfillment of material into its operations through manufacturer specific production planning programs aligned with the City of Denton and its participating member's level expectations and activity history. Based on the size, scale and time line of this initiative, Irby will secure capacity from manufacturers and manage inbound material flow against material outbound customer demand. Irby recognizes the need to have timely, accurate information available to our customers when and where it is required. Irby has established a variety of assessment and reporting tools designed to provide visibility to supply chain performance and trends with a particular relationship. Tools are presented in several formats, ranging from data assembled working reports to time - sensitive Extranet reporting. Information content can range from static time data collection to real time data collection that is refreshed on a scheduled basis. Commodity volatility is a major variable in mitigating pricing fluctuations. Irby believes that a detailed knowledge of historical and projected trends in commodities is a tremendous enabler to optimize the effectiveness of our procurement and strategic sourcing efforts. This potential factor will be a conscious point for Irby to track and follow throughout the life of this initiative. RFP 5392 EXHIBIT D CITY OF DENTON -wiMAJ 1 ' I , 1 / 10101 114 q M Checklist for RFP # 5392 Title: RFP FOR SUPPLY OF ELECTRIC CONNECTORS, ARMS, AND ACCESSORIES Opening ate: 11/19/2013 at 2:00 PM Contractor Name and Address: Contact; ' TX Taxpayer VIN #: Phone: Fax: Email. 1 ' : 1 . 1 1. Submit one (1) original and two (2) WRITTEN copies of submittal (REQUIRED) a. Submit Written Proposal by courier, hand delivery, or mail b. Exhibit 1 -Excel Pricing Sheet, Review, complete, and return 2. Email Exhibit 1 in Excel format to ebidsOcityofdenton.com 3. Submittal Content (Meet Section 111) - Review all requirements - Ensure your firm meets all stated minimum requirements - Documentation included to support the evaluation criteria. LI/I - Company Information - Relevant Experience and Qualifications - Quality Assurance / Quality Control t' - Litigation History Statement - Addendum(s) Reviewed and ,return - Attachment A, Review V - Attachment B, Not Applicable - Attachment C, Review, complete, and return - Attachment D, Review, complete, and return m F.�� _...........__, - Attachment E, Not Applicable - Attachment F, Review, complete, and return - Attachment G, Review, complete, and return .......... - Attachment H, Review, complete, and return - Attachment I, Review - Attachment J, Review, complete, and return,,,,, ,,,,,,,,,,,,,,,,,',..,,�,�,,,�, RFP 5392 EXHIBIT D ATTACHMENT C ,� , If 1. Contractor Name: Irby 2. Address (Principal Place of Business): Irby (Local) 7125 Belton Street Fort Worth, TX 76118 -6805 Phone: 817- 284 -0868 Fax: 817- 284 -7743 Irby (Corporate) 815 South President Street Jackson, MS 39201 Phone: 601 - 960 -7304 Toll Free: 866- 687 -4729 Fax: 601 -960 -7221 3. Does your company have an established physical presence in the State of Texas, or the City of Denton? Yes, Irby has 4 branch locations in Texas: Ft. Worth, Austin, San Antonio, and Texarkana. 4. Tax Payer ID #: 16401790205 5. Email Address of Primary contact: Russell James james@Lby.com Chance Anderson canderson@irby.com 6. Website Address: Irby.com 7. Telephone: 817-284-0868 8, Fax: 817-284-7743 9. Other Locations: RFP 5392 EXHIBIT D IRBY -Branch, Distribution Center and Project Services Locations a +lmprcetl YwrvaVscev. Lm�NBam tivanhrmV164�mmuPo blw6runPuiwl llu9sM4'+ � ABIW7T�p IBrinneki �i IuJa,gnaV ®i bxpmdp 10. Organization Class: Corporation 11. Date Established: 1926 12. Former Business Name: N/A 13. Date of Dissolution: 14. Subsidiary o£ Sonepar RFP 5392 Ft1N�rth, TX Atlinta; GA EXHIBIT D INSonepar USA Locations (January 2011) irby 15, Historically Underutilized Business: No 16. Principals and Officers: Officers[Vice Presidents Mike Wigton Andy Waring John Honigfort Gary Bodam Kirk Hughes Jack May Eddie Moak Chad Cravens Joe Lenoir Tim Park Mike Leech Mike Richardson Brad Slocum Don Corley Dave Armstrong RFP 5392 C—AdO WY nd FroprMry President Chief Operating Officer Chief Financial Officer Vice - President - Human Resources and Organizational Development Vice - President - Information Technology Vice - President - Utility Business Development Vice - President - Sales, Utility East Vice - President - Sales, Utility North Vice - President - Sales, Utility West - Project Services Vice - President - Commercial and Contractor Sales Vice- President - Industrial Sales Vice - President - Operations, C &I Vice - President - Operations, Utility Vice - President - Utility Supply Chain Vice - President - C &I Supply Chain EXHIBIT D 17, Key Personnel and Responsibilities: 18. Number of Personnel by Discipline: Discipline Number of Staff # Licensed or Certified 19. Services Provided by Contractor: a. Please provide a detailed listing of all services that your company provides. b. Please detail your prior experience working on similar projects with Texas governmental entities. c. Please detail your similar services provided over the past two (2) years. d. Detail documented proof of at least three (3) projects in the past two (2) years. e. Please detail these services, including, the nature of the services provided, the scope of the activities, the organizations for which the services were provided, the dates of the projects, and the documented benefit to the governmental entity. N /A- This is for Services Provided 20. Has your company filed or been named in any litigation involving your company and the Owner on a contract within the last five years under your current company name or any other company name? If so provide details of the issues and resolution if available. Include lawsuits where Owner was involved. IM 21. Please provide at least (3) three references (preferably municipalities) and contract amounts. Include project description, contact names, position, and organization name and telephone number for each reference listed. See attachment F. N /A- This is for Services Provided RFP 5392 EXHIBIT D 22. Have you ever defaulted on or failed to complete a contract under your current company name or any other company name? If so, where and why? Give name and telephone number of Owner. No, N /A- This is for Services Provided 23. Have you ever had a contract terminated by the Owner? If so, where and why? Give name and telephone number (s) of Owner (s). No, N /A- This is for Services Provided 24. Has your company implemented an Employee Health and Safety Program compliant with 29 CFR 1910 "General Industry Standards "' and /or 29 CFR 1926 "General Construction Standards" as they apply to your Company's customary activities? l�ltl> l r W.,95 w m� r a r fbnn - ) 3 .:.:::w .( 'AND k) 1 toc level =l &p keyyalue =1926 N /A- This is for Services Provided 25. Resident/Non- Resident Bidder Determination: Texas Government Code Section 2252.002: Non - resident bidders. Texas law prohibits cities and other governmental units from awarding contracts to a non - resident firm unless the amount of such a bid is lower than the lowest bid by a Texas resident by the amount the Texas resident would be required to underbid in the non - resident bidders' state. In order to make this determination, please provide the name address and phone number of: a. Proposing firms principle place of business: Irby (Local) 7125 Belton Street Fort Worth, TX 76118 -6805 Phone: 817- 284 -0868 Fax: 817- 284 -7743 b. Company's majority owner principle place of business: Irby (Corporate) 815 South President Street Jackson, MS 39201 Phone: 601 - 960 -7304 Toll Free: 866 - 687 -4729 Fax: 601 - 960 -7221 c. Ultimate Parent Company's principle place of business: Sonepar USA 510 Walnut St #400 Philadelphia, PA 19106 (215) 399 -5900 RFP 5392 EMBIT D CITY OF DENTON Col4wily Date ligill 1111 IN F llll 11111 Signature Company RFP 5392 rorm EXHIBIT D CITY OF DENTON IXFP FOR SUPPLY OF ELECTRIC UTILITY DISTRIBUTION HARDWARE, CONNECTORS, ARMS, AND ACCESSORIES Please list three (3) Government references, other than the City of Denton, who can verify the quality of service your company provides. The City prefers customers of similar size and scope of work to this proposal. REFERENCE THREE GOVERNMENT/COMPANY NAME: CI LOCATION: CONTACT PERSON AT TELEPHONE NUMBER: SCOPE OF WORK: CONTRACT PERIOD: RFP 5392 EXHIBIT D CITY OF 1 O WVD VAMiD Mill"Wa1w im Saar I N HARDWARE, aim K.13 tkm,31.140 61", ATTACHMENT H 1 isa1 vants2ed Business Enterprises (DBE): are encouraged to participate in the City • Denton's procurement process. The Purchasing Department will provide additional clarification of specifications, assistance with Proposal Forms, and further explanation of procurement procedures to those DBEs who request it. Representatives froin DBE companies should identify themselves as such and submit a copy of the Certification. Thei City recognizes the certifications I 'I HU11"Progr na, All companies of the State of Texas Building and Procurenicii t Conijnissio,� n I seeking information concerning DBE certification pre urged tAi conta' State of Texas HUB Program — TPM�'S',I,j on PO Box 13047, Austin, TX 78711-3�)47", f P�yjlldq�j:gg (512) 463-5872 or (888) 863-5881 oil , lft' Instructions: If your company is a ready certified, aptiicli a copy of your certification to this form and return with the submission. If your conipa�` ly is not already certified, and could be considered as meeting certification requirements, pleaw use the web link to obtain such, If you are submitting a response and plan to utilize DBE's, then use the form below to identify the business and include the business HUB certification. Indicate all that apply:_ Minority-Owned Business Enterprise __Women -Owned Business Enterprise Disadvantaged Business Enterprise RFP 5392 EXHIBIT D CITY OF DENTON W-Y"W"MUSTRIBUTION HARDWARE, CONNECTORS, ARMS, AND ACCESSORIES ATTACHMENT J Al 1 �_F fixLew IZKUHII• e � The undersigned agrees this RFP becomes the property of the City of Denton after the official opening. The undersigned agrees that the RFP posted on the website are the official specifications and shall not alter the electronic copy of the specifications and/or pricing sheet (Exhibit 1), without clearly identifying changes. The ondersigtied understands they will be responsible for monitoring the City of Denton Purchasing Website at: ��,Cky_ L(oll,( U)11L111dp&g!5p '7 to ensure litt K?1tagg!f19 they have downloaded and signed all addendum(s) 11-1.6y-W 91 required for submission with their proposal. Should a conflict arise between the PO, supplier terms, or contract; the terms and conditions set forth in this RFP shall prevail. I certify that I have made no willful misrepresentations in this Proposal Submission, nor have I withheld information in my statements and answers to questions. I am aware that the information given by me in this proposal will be investigated, with my full permission, and that any misrepresentations or omissions may cause my proposal to be rejected. 1 2 Tel. No. Email. RFP 5392 VTITF���� AUT110RIZE11 VPREYSf'� "A T I V E: Signature . . .. ...... ...... - ------------- . ...... . Date "3 . . . . ...... Name , Title C-------- ......... .............. . . Fax No. "ac r CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND WESCO DISTRIBUTION, INC (RFP # 5392) THIS CONTRACT is made and entered into this ± day of T -Cj A.D., 20 , by and between WESCO Distribution, Inc. -a corporation, whose address is 9100 4i Lane, Irving;, TX 75063, hereinafter referred to as "Supplier," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products in accordance with the City's RFP # 5392 Supplyoof Electric Distribution Hardware, Connectors, Arms and Accessories, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit "A ") (b) City of Denton's RFP 5392 (on file at the office of the Purchasing Agent) (c) Standard Terms and Conditions (Exhibit "B ") (d) Form CIQ — Conflict of Interest Questionnaire (Exhibit "C "). (e) Supplier's Proposal. (Exhibit "D "); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." RFP 5392 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SUPPLIER 14""' BY: —ZL . .. . ....... - 1 1 ALA 10RIZE'D Sl('3NATURE Date: Naine: �rll—1 L1171 PHONE NUMBER 9 2 f FAX NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, ('1TY SECRETARY BY: G111101m,li C", CAMPBELI..,, CITY MAN AGER La.", APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY 5", BY: RFP 5392 Exhibit A Special Terms and Conditions The Quantities indicated on Exhibit D are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the price. Individual purchase orders will be issued on an as needed basis. Product Changes During Contract Term The supplier shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the product must be approved in advance by the City of Denton. Notice of a change shall be submitted in writing to dentonpurchasinakcityofdenton .com, with the above file number in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be returned at the supplier's expense. Products that have been installed will be replaced at the supplier's expense. Authorized Distributor The supplier shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be authorized to sell to the City of Denton, and make available the manufacturer's representative as needed by the City. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one -year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. Price Escalation and De- escalation Prices quoted for the commodities must be firm for a period of one year from date of contract award. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI)* for other electrical equipment manufacturing (PCU33593359). The price will be increased or decreased based upon the annual percentage change in the PPI. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. Should the PPI change exceed a minimum threshold value of + / -1 %, then the stated eligible bid prices shall be adjusted in accordance with the PPI change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for * Producer Price Index /PPI is defined by the U.S. Department of Labor: The Producer Price Index (PPI) is a family of indexes that measures the average change over time in selling prices received by domestic producers of goods and services. PPI measures price change from the perspective of the seller. This contrasts with other measures, such as the Consumer Price Index (CPI), that measure price change from the purchaser's perspective. Sellers' and purchasers' prices may differ due to government subsidies, sales and excise taxes, and distribution costs. RFP 5392 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 must also provide supporting documentation as justification for the request. Upon receipt of such request, the City 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 days 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. Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre -price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. The request can be sent by e-mail to: purchasingka,cityofdenton.com Or mail to: City of Denton Attn: Purchasing Manager RFP # 5392 901B Texas Street Denton, Texas 76209 Or call: City of Denton Purchasing (940) 349 -7100 The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. Total Contract Amount The contract total shall not exceed $60,000. Pricing shall be per Exhibit D attached. Delivery Lead Time Product shall be delivered to the City per the days noted in Exhibit D after receipt of the order.. RFP 5392 Exhibit i City of Denton Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton's solicitation are applicable to Contracts/Purchase Orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller herein after referred to as the Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the Supplier's Proposal response, Invoice or Statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the Contract/Purchase Order these written provisions will take precedence. By submitting an Offer in response to the Solicitation, the Supplier agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a Solicitation to purchase Goods, and Sections 9, 10, 11 and 22 shall apply only to a Solicitation to purchase Services to be performed principally at the City's premises or on public rights -of -way. 1. SUPPLIER'S OBLIGATIONS. The Supplier shall fully and timely provide all deliverables described in the Solicitation and in the Supplier's Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE /TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. SUPPLIER TO PACKAGE DELIVERABLES: The Supplier will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Supplier's name and address, (b) the City's name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Supplier shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Supplier is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Supplier's price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non - conforming deliverables. If the City has the right to inspect the Supplier's, or the Supplier's Subcontractor's, facilities, or the deliverables at the Supplier's, or the Supplier's Subcontractor's, premises, the Supplier shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. RFP 5392 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must ftilly comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender abu) constitute u breach and the Supplier abul not have the right to substitute uoonfbnning tender; provided, where the time for pndbnnauuo has not yet expired, the Supplier may notify the City of the intention to cure and may dbou make u conforming tender within the time allotted iuthe contract. A. PLACE AND CONDITION OF WORK: The City shall provide the Supplier access Wthe sites where the Supplier is to perform the services as required in order for the Supplier to perform the services in o timely and efficient manner, in accordance with and subject W the applicable security laws, rules, and regulations. The Supplier acknowledges that it has satisfied itself uo0othe nature of the City's service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary ho perform the services, and any other condition orstate of fact which could in any way affect performance of the Supplier's obligations under the ouutruuL The Supplier hereby n:)naouy and holds the City harmless from and against any liability or claim for dmougco of any kind or nature if the uotuu1 site or service conditions differ from expected conditions. 1& WORKFORCE A. The Supplier shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Supplier, its employees, ouhuootruo/oro, and xuhcnutruoNr'o employees may not wbUc engaged in participating or responding ooa solicitation orwhile in the course and scope ofdelivering goods or services under u City nf Denton contract ocou the City's property . L use or possess a G/emn4 including u concealed handgun that is |ioeumod under state lo*, nzoop/ as required hy the terms o[ the contract; or ii use or possess alcoholic or other intoxicating hove/ugeo. illegal drugs oc controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative un6bon the Supplier that any worker is incompetent disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any fimurma'o, has possessed or was under the influence of alcohol or drugs on the job, the Supplier abuU immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written oouoout. Immigration: The Supplier represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act or)y86 and lyyOregarding employment verification and retention of verification forms for any individuals hired ounr after November 6, lP8h, who will perform any labor or services under the Contract and the D1qIu1 Immigration Reform and Immigrant Responsibility Act of 1996 (°DBJBA) enacted on September 30, lAAO. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Supplier, d`o Subcontractors, and their respective employees, yba1 comply f8h/ with all applicable federal, state, and |oud health, safety, and environmental /avvo, ordinances, rules and regulations in the pndbrmuuoc of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Bcabb Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Supplier shall indemnify and bn)d the City harmless from and oguoet all claims, demands, suits, aodoua. judgments, fines, penalties and liability of every kind arising from the breach of the Supplier's obligations under this paragraph. Environmental Protection: The supplier shall be in compliance with all applicable standards, orders, orregulations issued pursuant 0u the mandates of the Clean Air Act (42 D.S.C. §7401 o/ seq.) and the Federal Water Pollution Control Act, uo amended, (22D.S.C. §l25lv/xog.). 12. INVOICES: A. The Supplier shall submit separate invoices in duplicate ou each purchase order mpurchase release after each delivery. If partial shipments m deliveries are authorized by the City, useparate invoice must hesent for each shipment m delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department's Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation �# 1"�NO) charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Supplier's name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor's registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Supplier's invoice. C. Invoices for labor shall include a copy of all time - sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work -hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Supplier shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Supplier will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Supplier to such extent as may be necessary on account of- i. delivery of defective or non - conforming deliverables by the Supplier; ii. third party claims, which are not covered by the insurance which the Supplier is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Supplier to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City's agents, employees or suppliers, which is not covered by insurance required to be provided by the Supplier; v. reasonable evidence that the Supplier's obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; vi. failure of the Supplier to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Supplier to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Supplier agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Supplier. The City shall provide the Supplier written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Supplier, unless otherwise stated in the contract terms. 15. FINAL PAYMENT AND CLOSE -OUT: A. IfuDBE/MBE/WBE Program Plan is agreed to and the Supplier has identified Subcontractors, the Supplier is required to submit u Contract Close-Out MBE/WBBComp)iaue Report tothe Purchasing Manager no later than the 15th calendar day after completion uf all work under the contract. Final payment, rctaiuo8o or both may bewithheld if the Supplier is not in compliance with the requirements as accepted by the City, B. The making and acceptance offioa} payment will constitute: i a waiver of all o/uimo by the City against the Supplier, except u|uima (l) which have been previously asserted in writing and not yet settled, (2) arising from do/eoi{vo work appearing after GuuJ inspection, (3) arising from failure of the Supplier to uoozp1J with the Contract or the {emue of any warranty mpcud1od herein, (4) arising from the Supplier's continuing obligations under the Contract, including but not limited to 1odnmudy and n/uounty obligations, or (5) arising under the City's right to audit; and ii. a waiver of all claims by the Supplier against the City other than those previously asserted ia writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any apuuiu| tooling or ypooioJ test equipment fabricated or required by the Supplier for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be idoutifiodhy the Supplier amsuch. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies oy the books, records and computations pertaining to the Contract. The Supplier shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, iu which case records shall be kept until all audit tasks are completed and resolved. These hooks, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Supplier shall also require all Subcontractors, material suppliers, and other payees 0o retain all books, /oonn6m, documents and other evidence pertaining to the Contract, and to allow the City similar uocons to those documents. All books and /zonrdo will be made available within a50 mile radius nCthe City n[Denton. The cost o[the audit will bn borne hythe City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audb, including any travel costs, must be 6nmo by the Supplier vvhiob must be payable within five (5) business days of receipt nfuuinvoice. B. Failure 10 comply with the provisions of this section obuU be a material hrcuub of the Contract and obuU oouadtutr, in the City's sole discretion, grounds for \eoniuo1inu thereof. Each of the tuuno '1bonkx", ^^ruonnda", "dooumouta" and "other evidcoxc" . uo used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used /o generate or prepare ufimd printed document. 18. SUBCONTRACTORS: A. If the Supplier identified Subcontractors in DBG/MBE/W8B agreed to Plan, the Supplier shall comply with all requirements approved by the City. The Supplier shall not initially employ any Subcontractor except as provided in the Supplier's Plan. The Supplier shall not substitute any Subcontractor identified iu the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute u waiver o[ any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Supplier is additionally required ko submit omonthly Subcontract Awards and Expenditures Report to the Procurement Manager, un later than the tenth calendar day of each month. B. Work performed for the Supplier by a Subcontractor shall be pursuant to o written contract between the Supplier and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, upecifiou1iouaand terms of the Contract; iL prohibit the Subonotmotn/ from fuMbcx subcontracting any portion of the Contract without the prior written consent ofthe City and the Supplier. The City may require, as u condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all iovnionm and oppUuudouo for payments, including any claims for additional payments, damages or otherwise, to the Supplier in sufficient time to enable the Supplier 0o include same with its invoice o« application for payment to the City iu accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts opooifiodfor the Supplier, with the City being u named insured am its interest xbal|apyoar;uud v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Supplier is required to indemnify the City. RFP 5392 C. The Supplier shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Supplier is responsible for the Supplier's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any oomtruoCud n:\utiooxbip bon*eou the City and any such Subcontractor, nor mbul it create any obligation on the part of the City 0o pay or to see to the payment of any moneys due any such Subcontractor except oy may otherwise ho required bylaw. D. The Supplier shall pay each Subcontractor its appropriate share of payments made Vo the Supplier not later than ten (lO) calendar days after receipt of payment from the City. lS. A. The Supplier warrants the prices quoted in the Offer are no higher than the Supplier's cuff ent prices on orders by others for like deliverables under similar terms ofpurchase. B. The Supplier oerdfico that the prices in the Offer have been mzivwJ at independently without consultation, conumouiuudnq or agreement fbrdhopu,puoo of restricting competition, as to any matter relating tu such fees with any other firm or with any competitor. C. lu addition 8o any other remedy available, the City may deduct from any muouu10 owed to the Supplier, or otherwise recover, any amounts paid for items iu excess o[the Supplier's current prices nu orders ky others for like deliverables under similar terms oypurchase. 20. WARRANTY _TITLE: The Supplier warrants that d has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Supplier shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. W@QRRANTY— DELIVERABLE& The Supplier warrants and represents that all deliverables sold the City under the Contract shall be free from defects iudesign, workmanship ormanufacture, and conform bu all material respects to the ypeci8oudnuu, drawings, and descriptions in the Solicitation, to any oumphm furnished by the Supplier, to the terms, covenants and conditions uf the Contract, and to all applicable State, Federal orlocal laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the doUvuroh)eo obd\ he new or recycled merchandise, and not used orreconditioned. A. Recycled deliverables shall be clearly idou6ficdausuch. B. The Supplier may not limit, exclude nr disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so xbuU be without force or effect. C Du)uay otherwise specified in the Contract, the warranty period nbuU be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more ofthe above warranties are breached, the Supplier shall promptly upon receipt ofdemand either repair the unu-oou0noniug do|h/orub|ey, or replace the non-conforming deliverables with tb||y conforming deliverables, at the City's option and at no additional cost to the City. All costs incidental to such /epu1, or replacement, including but not limited to, any packaging and shipping costs obuU be borne exclusively by the Supplier. The City obo]) endeavor to give the Supplier written notice of the ho:uob of warranty vvidziu thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City's rights under this section. D. If the Supplier is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then iu addition 10 any other available remedy, the City may reduce the quantity nfdeliverables it may he required to purchase under the Contract from the Supplier, and purchase conforming deliverables from other sources. In such event, the Supplier obuU pay 0u the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Supplier is not the manufacturer, and the deliverables are covered by uuupmrate manufacturer's vvuouuty, the Supplier shall transfer and assign such manufacturer's warranty to the City. lC for any reason the manufacturer's warranty cannot be fully transferred 0nthe City, the Supplier shall assist and cooperate with the City tnthe fullest extent to enforce such manufacturer's warranty for the benefit nf the City. 22. WARRANTY _SERVICES: The Supplier warrants and represents that all services to be provided the City under the Contract will be fully and timely performed io u good and workmanlike manner iu uucnutuume with generally accepted industry standards and practices, the terms, conditions, and covenants oJthe Contract, and all applicable Federal, State and local laws, rules nrregulations. A. The Supplier may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt 0odoou shall hc without force oreffect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one m more of the above warranties are breached, the Supplier shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All ooNg incidental to such additional perthnoauoo mhuU be borne hythe Supplier. The City sbuJ| endeavor to give the Supplier written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City's rights under this section. C. If the Supplier is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other ave6|uh|e remedy, the City may /udunu the amount of services it may be required 0n purchase under the Contract from the Supplier, and purchase conforming services from other sources. lu such event the Supplier shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLE& If, instead oyrequiring immediate correction or removal and replacement of defective or non-conforming deliverables, the City prefers to muuopt it, the City may do so. The Supplier shall pay all claims, costs, losses and damages attributable tm the City's evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to Omd payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded 0o the City hythe Supplier. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract io good faith has reason k/ question the other party's intent to perform, demand may be ouudo to the other party for written assurance ofthe intent to prxtboo. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure uauu anticipatory repudiation n[ the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the uvnou the Supplier is observed performing in u muuuor that is in violation of Federal, State, or local QoidoUuoo, or in u manner that is determined by the City to be unsafe to either life or property. Upon notification, the Supplier will xeuau all work until notified hy the City that the violation or unsafe condition has been corrected. The Supplier shall ho liable for all costs incurred hy the City aoo result nf the issuance of such Stop Work Notice. 26. DEFAULT: The Supplier m6aJ| he in dobmb under the Contract if the Supplier (u) fails to 0uUy, timely and b/dbfuUy perform any of its mmLc/iol oh)igndoua under the Contract, (b) fbUa to provide adequate assurance of por0uoouuoo under Paragraph 24, (u) becomes insolvent or 000kx relief under the bankruptcy lmpy of the United States or(d) makes umaterial misrepresentation in Supplier's Offer, o/iu any report oxdeliverable required to he submitted hYthe Supplier to the City. 27. TERMINATION FOR CAUSE: In the event ofudefault by the Supplier, the City shall have the right to terminate the Contract for cause, by written notice effective ten ()O) calendar days, unless otherwise specified, after the date of such notice, unless the Supplier, within such ten (10) day period, cures such default, ur provides evidence sufficient 0oprove to the City's /nuoouuk}e oa1io8mhou that such default does not, in fact, cxieL In addition to any other remedy available under law oriu equity, the City obu]l bo entitled to recover all uoU/a) dmougou, costs, )oouoo and expenses, incurred 6ythe City umu result ofthe Supplier's default, including, without limitation, cost ofcover, reasonable attorneys' {eoa' court costs, and prejudgment and post-judgment interest u1 the maximum lawful rate. Additionally, in the event of a default by the Supplier, the City may remove the Supplier from the City's vendor list for three (3) ynroo and any Offer submitted by the Supplier may he diaquu|ifiod for up 0o three (3) years. /\U rights oudremedieouodcr�eCou�uuturouumu|ud m not 28. TERMINATION WITHOUT CAUSE: The City shall have the right iuterminate the Contract, iu whole nrbu part, without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt of notice of termination, the Supplier shall promptly cease all further work pursuant W the Contract, with such exceptions, ifany, specified in the oodon of termination. The City abuU pay the Supplier, to the extent of funds Appropriated or otherwise legally uvoi)ah/c for such puzpoaeu, for all goods delivered and services performed and obligations incurred prior 0o the date of termination iu accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Supplier ooany Offer nrivany report nc deliverable required tuhe submitted by the Supplier to the City shall be grounds for the termination of the Contract for cause by the City and ����� may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Supplier if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Supplier shall negotiate an equitable adjustment for costs incurred by the Supplier in the Contract price and execute an amendment to the Contract. The Supplier must assert its right to an 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 Supplier from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Supplier, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Supplier, the Supplier's subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non - conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE SUPPLIER SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE SUPPLIER, OR THE SUPPLIER'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE SUPPLIER'S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE SUPPLIER (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in the solicitation document. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements. i. The Supplier shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Supplier shall provide Certificates of Insurance with the coverage's and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Supplier must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Supplier shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Supplier hereunder and shall not be construed to be a limitation of liability on the part of the Supplier. iv. The Supplier must submit certificates of insurance to the City for all subcontractors prior to the P 5392 subcontractors commencing work muthe project. v. The Supplier's and all aub000knmtom` insurance coverage oboU be written by companies licensed to do buuiooao in the State of Texas o1 the time the policies are issued and obuD be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers' compensation coverage written by the Texas Workers' Compensation Insurance Fund. vi All endorsements naming the City as additional insured, waivers, and mtioom of uauoeOo1iou endorsements un well ux the Certifioateof Insurance shall contain the solicitation number and the following City nfDenton Materials Management Department 90)B Texas Street Denton, Texas 7h20A vii. The "other" insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Supplier, shall 6o considered primary coverage aoapplicable. viii If insurance policies are not vvriocu for amounts agreed to with the City, the Supplier shall carry Umbrella or 8zumuo Liability Insurance for any differences in amounts specified. If Bxoeoe Liability Insurance io provided, h shall follow the form u[ the primary coverage. is. The City shall bnentitled, upon request, atau agreed upon location, and without expense, to review cortifiodcopies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or omd/Ouu1iou of particular policy terms, oouddinun, limitations, or ozoluoiouo nzoopt where policy provisions are established by )uvv or mgu|udouo binding upon oh6or of the parties hereto or the underwriter on any such policies. z. The City reserves the right W review the insurance requirements set forth during the effective period of the Contract and 0o make reasonable adjustments 0o ioouruuuo coverage, limits, and cxo)oxioun when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry o/fiuonoiu| condition uf the insurance company uo well uu the Supplier. xi. The Supplier shall not cause any insurance to be canceled nor permit any iuoummoe to lapse during the term of the Contract oruo required iu the Contract. zii. The Supplier shall ho responsible for premiums, deductibles and self-insured /ete/kioum, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Supplier shall endeavor to provide the City thirty (30) calendar days' written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage's indicated within the Contract. zk/. The iunmnouu coverage's specified in within the ooUodu1iou and requirements are required minimums and are not intended to limit the responsibility or liability o[the Supplier. 8.Spnuifio Coverage Requirements: Specific insurance requirements are contained iu the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, mother action is asserted against the Supplier which arises under or concerns the Contract, or which could have a material adverse affect mu the Supplier's ability to perform thereunder, the Supplier shall give written notice thereof to the City within ten (l0 calendar days after receipt of notice by the Supplier. Such notice to the City shall state the date of notification o[ any such claim, demand, suit, mother action; the names and addresses oftheulaimuotx); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. pnmoou) delivery to the City Aonomy shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specifieduUuotices, requests, mother communications required mappropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3)business days after postmarked if sent hyD.8. Postal Service Certified oc Registered Mail, Return Receipt Requested. Notices delivered hy other means shall hc deemed delivered upon receipt hy the addressee. Routine communications may be made hy first class mail, <e/ctas' oc other commercially accepted means. Notices tothe Supplier shall be sent to the address specified in the Supplier's Offer, or at such other address as a party may notify the other in writing. Notices to the City ohuU be addressed »othe City a1AO1B Texas Street, Denton, Tczoo 76204 and marked 0uthe attention of the Purchasing Manager. 919MA 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted hythe Supplier ho the City shall become property of the City upon receipt. Any portions of such material claimed bythe Supplier to be proprietary must be c\ou6y marked as such. Determination of the yuh|iu ouo^re of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Supplier o:preoeu1a and warrants to the City that: (i) the Supplier eboU provide the City good and indefeasible ddo W the do\b/eru6)em and (ii) the de|tvomhioo supplied hythe Supplier in accordance with the epeciGou1inan 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 db)nd party; that no o)uimo have been made by any person or co1hy with respect 0o the ownership or operation of the deliverables and the Supplier does not know of any valid basis for any such claims. The Supplier shall, atits xnlc expense, defend, indemnify, and bmid the City barm}coo from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from:(i) any claim that the City's exercise anywhere iu the world of the rights associated with the Cdy`y` ownership, and if uppUoub)o, 600uao rights, and its use of the deUvormh)oo infringes the intellectual property rights nf any third party; or (ii) the Supplier's breach of any of Supplier's representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim ora1 its option engage its own separate counsel to act as oo-oouuoc) on the City's behalf. Further, Supplier agrees that the City's specifications regarding the deliverables yba) in no vvuy diminish Supplier's vvarnm&iux or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Supplier. 37. CONFIDENTIALITY: In order to provide the deliverables k/the City, Supplier may require access to oc*oin of the City's and/or its licensors' confidential information (including inventions, employee information, trade xuornto, 000Odeo1iu| kon`*-bov, ooufidoutiu| buoiuomo information, and other information p/biob the City or its licensors consider confidential) (xoUeudve\y. "Confidential lo0nnneziou"). Supplier 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 Supplier (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential lufo/mu1{ou in strict uonfidcuon and and| not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law orau order of any court oc other governmental authority with proper jurisdiction, provided the Supplier promptly notifies the City hnthrc disclosing such information so as to permit the City reasonable time to seek uuappropriate protective order. The Supplier ag/roo 0o use protective measures no |noa stringent than the Supplier uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances kcat least reasonable measures 0uensure the continued confidentiality of the Coufidentio]Information. 38. OWNERSHIP AND USE OF DELIVERABLE& The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Supplier agrees 0n disclose such patentable subject matter to the City. Further, if roguoou:d by the City, the Supplier uArouo to uomigu uud` if necessary, ouuno each of its employees to assign the entire right' title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in u [nun 0u be roaoouubh/ approved by the City, to the City upon request hy the City. B. Copyrights. As 0o any dc)b/oxuh1ey containing oopy,ightublc yobiuu1 mutter, the Supplier agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Supplier for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing iuthis Paragraph 38 oba]) 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 Supplier borrhy assigns to the City (and ugzeoo to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest iu and tosuch deliverables. With respect to such work made-for-hire, the Supplier agrees tu execute, acknowledge, and deliver and cause each o[ its employees providing services 1othe City hereunder tw execute, acknowledge, and deliver awork- made-for-hire agreement, in u tboo to be ruuomum6|y approved by the City, 0n the City upon delivery of such deliverables to the City orui such other time as the City may request. RFP 5392 C. Additional Assignments. The Supplier further agrees to, and Japplicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, )ettorapateot,orauyaiouUurrightsivaoyuuduUoountrioaumd in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest iu and 0o the deliverables. The Supplier's obligations tmexecute, mckouvv)od8e, and deliver (or cause W be uzeomed' acknowledged, and delivered) instruments or papers such au dmoc doyo6hod in this Paragraph 38 o., b., and o. shall continue after the termination of this Contract with respect tu such deliverables. Iuthe event the City should not aook to ohtoju copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the emne secret, the Supplier agrees 8o treat the same as Confidential Information under the terms n[ Paragraph 37above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must heoriginally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included iva report iu any form, the source shall beidentified. 40. ADVERTISING: The Supplier shall not advertise or publish, without the City's prior consent, the fact that the City has entered into the Contract, except 0o the extent required hylaw. 41. NO CONTINGENT FEES: The Supplier warrants that uo person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for umnnuimmioo, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fideestablished commercial o, selling agencies maintained by the Supplier for the purpose of securing business. For breach or violation of this warranty, the City mbaU have the right, iu addition uo any other remedy available, to cancel the Contract without liability and tu deduct from any amounts owed to the Supplier, or ndervvioo recover, the full amount of such commission, percentage, brokerage oo contingent fee. 42. GRATUITIES: The City may, by written uudoo to the Supplier, uauoe| the Contract without liability if it is determined by the City that gratuities were offered or given by the Supplier or any agent orrepresentative of the Supplier to any officer oxemployee of the City of Denton with u 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 nf such contract. lo the event the Contruoiaouuon|odhydbcCbypmmuanttotbimprovioioo.dhoOty shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Supplier iu providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST 0N CONTRACTS: Nn officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the pcdb,muuoe of any onUchu1iou ekuU have o Ouuuoia| interest, direct or indirect, in the Contract /euu\6og from that solicitation. Any vvJ)fu| violation of this ouudou ebaU constitute impropriety in otDoo^ and any officer oremployee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, oythe Supplier shall render the Contract voidable hythe City. The Supplier shall complete and submit the City's Conflict of Interest Questionnaire (Attachment B). 44. INDEPENDENT SUPPLIER: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Supplier's services shall be those of an independent supplier. The Supplier agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes ofincome tax, withholding, social security taxes, vacation u, sick leave heoofits,worker's compensation, ur any other City employee benefit. The City shall not have supervision and control nf the Supplier or any employee of the Supplier, and it is expressly understood that Supplier nbu) podbon the services hereunder according tothe attached specifications at the general direction ofthe City Manager ofthe City of Denton, Texas, nr his designee under this agreement. 45. : The Contract shall bc binding upon and ensure tu the benefit of the City and the Supplier and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Supplier without the prior written consent of the City. Any attempted assignment or delegation by the Supplier abuU 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 ����Q being the intention of the parties that there are no third party beneficiaries to the Contract. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Supplier or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre- printed or similar terms on any the Supplier invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the 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 Supplier agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Supplier will share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or 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. 52. HOLIDAYS: The following holidays are observed by the City New Year's Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year's Dav (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, age, disability, creed, color, genetic testing, or national 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. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable, in addition to the specific federally funded requirements. A. Definitions. As used in this paragraph — i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Supplier, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Supplier, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) 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 Supplier shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate ". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this solicitation, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded supplier or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the supplier. 59. PREVAILING WAGE TES: All suppliers will be required to comply with Provision 5159a of "Vernon's Annotated Civil Statutes" of the State of Texas with respect to the payment of prevailing wage rates and prohibiting discrimination in the employment practices. httD://www.access.RDO.P-ov/davisbacon/tx,htinl 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Supplier must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Supplier shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Supplier shall demonstrate on -site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W -2's to common law employees. Supplier is responsible for both federal and State unemployment insurance coverage and standard Worker's Compensation insurance coverage. Supplier shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Supplier or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Supplier shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Supplier's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The supplier shall comply with the applicable provisions of the Drug -Free Work Place Act of 1988 (Public Law 100 -690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug - free work environment; and the final rule, government -wide requirements for drug -free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug -Free Work Place Act of 1988 is incorporated by reference and the supplier shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. SUPPLIER LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Supplier shall be liable for all damages to government- awned, leased, or occupied property and equipment caused by the Supplier and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Supplier shall notify the City of Denton Procurement Manager inwriting ot any such damage within one (D calendar duy. 64. FORCE MAJElDRE: The City of Denton, any Customer, and the Supplier ahu) not be ccopousih)o for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Supplier will be excused from any further performance or observance of the requirements so affected for as long as such oiruumotuuoom prevail and the Supplier continues to use uooumcruiuUy /eououub1e efforts um recommence performance or observance *bnuovnr and to whatever extent possible without delay. The Supplier obuU immediately notify the City of Denton 9,ouun:meui Manager by 0olepbnoc (to he confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay bzperformance. 65. OF RIGHTS: Failure oCu Party tn require performance by another Party under the Contract will not affect the right of such Party to require performance in the 0/uoo. No delay, failure, or waiver of either Party's exercise o/ partial exercise ofuuyrightc«remodyuuder the Contract shall operate oo limit, impair, preclude, cuuunL waive or ndzcopiou affect such right or remedy. /\ waiver by u Party of any 6/eocb of any term of the Contract will not ho construed uoa waiver of any continuing ocsucceeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract ioioany way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have hy operation oflaw. 07. RECORDS RETENTION: The Supplier shall retain all financial records, supporting documents, otododuaJ records, and any other records or books relating to the pedbouuuuoo ua||od for iuthe Contract. The Supplier shall retain all such records for uperiod of four (4)years after the expiration ofthe Contract, or until the CPA or State Auditor's OtDou is uo1ioGod that all audit and litigation matters are resolved, whichever period is longer. The Supplier obuU grant access to all hooka, n000n6u and documents pertinent to the Contract to the C9/\, the State Auditor of Texas, and any federal governmental entity that has authority to n:vion, rcouodo duo 0o federal tbodo being spent under the Contract. EXHIBIT C CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session OFFICE USE ONLY This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a pate person who has a business relationship as defined by Section 176.001(1 -a) with a local governmental Received entity and the person meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. 1 Name of person who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7u' business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) 3 Name of local government officer with whom filer has an employment or business relationship. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(1 -a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? EJ Yes E:1I No B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes [::] No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? �� Yes 0 No D. Describe each affiliation or business relationship. 4 Signature of person doing business with the governmental Date entit RFP 5392 W_ O N N W U U Q D z Q H OC Q vi O t3 W z z O U LLI OC a 3 0 m a x z O m c U �c G W J W LL. O J a a 4A 0 a, a r 0o a N 01 M LO CL Exhibit D WESCO Distribution, Inc. Response to: RFP #5392 — Distribution Hardware, Connectors, Arms, and Accessories Contact: Michael Hammers 972 - 765 -1948 RFP 5392 Exhibit D City of Denton VVESCO RFP #5392 Distribution Hardware, Connectors, Arms, Accessories DI.M.IBUTION& November 19, 2013 Introduction — Executive Summary WESCO is pleased to provide our proposal to the City of Denton for Distribution Hardware. Our team has thoroughly reviewed the requirements of this solicitation and will provide a fully compliant support model. This Executive Summary will address each Technical Specification listed in Exhibit 2. Purpose WESCO will provide shipment of the requested products to the City's centralized distribution center. We understand that orders will be placed on an as- needed basis over the contract terms. Proposals Our response includes information to address each question as listed. Our pricing includes all standard delivery costs to the City's distribution center. Special delivery services as may be required by the City will be quoted at the time of order. We understand that item pricing is mutually exclusive. Quality Control As a distributor, WESCO periodically reviews the quality of the products and services provided by our suppliers. Action will be taken, if needed, to ensure the City receives quality products and services. We understand the City's rights to inspect products and require additional documentation. Warranty WESCO will pass through all original manufacturer warranties to the City and assist in warranty resolution when needed. We will immediately replace any defective items upon notification by the City and work with the manufacturers to facilitate the returns process as needed. Special Delivery Requirements WESCO will provide delivery of all goods within two weeks. We have noted any exceptions to this policy in our response. Acceptable Manufacturers WESCO has provided quotes for only the specific manufacturers and part numbers provided in Exhibit 1. Our team will work with the City in managing updates to these part numbers or manufacturers. We can also proactively offer substitute products that may offer an advantage to the City. This will only be done with the City's approval. Page 1 1 WESCO Distribution, Inc. Proprietary and Confidential RFP 5392 Exhibit D City of Denton WESCO RFP #5392 Distribution Hardware, Connectors, Arms, Accessories MMUBUIrION9 November 19, 2013 Relevant Experience and. Capabilities The responding individual or business shall provide pertinent information about the individual or business and related experience(s) with the requested products or services. indicate what resources the individual or business will have available to allocate to the project. The respondent must currently be licensed to perform work in the State of Texas. A copy of current licensing must be included in your proposal. Relevant experiences and capabilities of the individual or business team members and team as a whole will be rated by the City by a review of both completed and on -going assignments, years of relevant experience in communities of comparable size, and credentials, greater weight will be given to project experience within the past five (5) years containing the team members proposed. a. Five (5) years experience with similar products or services, provide a description. WESCO Distribution is one of the country's largest electrical distributors with over 90 years of experience providing distribution hardware and accessories. Recognizing the unique needs of the utility industry, the City will be supported through our Utility Group and a dedicated local utility branch. b. A standard license or certification, if applicable. We have attached our State of Texas certificate. c. A defined level of industry knowledge and understanding The City will be supported through WESCO's Utility Group and dedicated utility branch location on Irving, TX. The Utility Group conducts nearly $1 billion in business annually with public power and IOU customers across the country. WESCO's extensive experience in supplying distribution hardware also leads to opportunities for process improvements. WESCO utilizes LEAN Value Creation (LVC) as the continuous improvement program to identify process improvements and other value creation strategies. This program focuses our LEAN six sigma resources on specific optimization projects to achieve immediate and substantial results. LEAN has been applied internally since 2003, and has led to an industry leading low cost operational expense as benchmarked by the industry association, NAED. LEAN is deployed externally, providing tens of millions of dollars' worth of savings to our clients. Page ( 1 WESCO Distribution, Inc. Proprietary and Confidential RFP 5392 Exhibit D City of Denton RFP #5392 Distribution Hardware, Connectors, Arms, Accessories DVM if34:1TI DNW° November 19, 2013 Based on this experience, WESCO is prepared to offer the City one free LEAN event as a way to demonstrate our value in providing process efficiencies. The overall strategy for LEAN is to leverage WESCO resources and best practices to drive incremental process improvement savings for the City. Below are examples of LVC programs recently completed with major customers: Inventory Optimization: Deployed Inventory Optimization program to reduce inventory by over $14M (9.3 %). Category Management: Deployed WESCO's Category Management program to deliver over $6M in annual savings through product standardization, substitution, and increased supplier leverage. LEAN Warehouse: Assisted in the material storage layout design, business process design, and material handling equipment specification to support moving to a new warehouse and operations center. d. The Proposing individual or business must be registered in the State of Texas, or the County of Denton, to provide the services required for the project, and the individual or business must have all licensure required by the State to provide any services required under this contact Registration and licensing requirements for specialized services may be met through the use of subcontractors. If subcontractors are used, information on the subcontractor must be included in the response to this RFQ. Use of subcontractors does not relieve the general or primary contractor from full responsibility for the project performance. WESCO is registered and fully licensed to conduct business in Texas and has 30 company -wide branch locations in the state. WESCO will not be utilizing any subcontractors to perform the services of this contract. e. Certificate of Status — Issued by the Texas Secretary of State A "certificate of status" is a certificate issued by the secretary of state that serves as official evidence of an entity's existence or authority to transact business in Texas. A certificate of status provides a statement of an entity's status, as well as the entity's current legal name and date of formation or registration. How do I obtain information about filing with the State of Texas, or obtaining copies or certificates from the Secretary of State? Webpage: OS, state .t cis. ;,� c'j� hj(jqj,, Phone 512- 463 -5578; or email r cep @ so s. s to te. tx„ us. We have attached our State of Texas certificate. Page 1 2 WESCO Distribution, Inc. Proprietary and Confidential RFP 5392 f~ Exhibit D City of Denton 67SCO RFP #15392 Distribution Hardware, Connectors, Arms, Accessories as u°uMUXION11 November 19, 2013 a. Respondent shall detail any and all relevant history of litigation involving public projects. WESCO is not currently involved in any litigation that would affect our service to the City. b. Respondent shall detail any and all exceptions within the proposal response. We have identified any applicable exceptions as part of "Attachment W. c. The individual or business must disclose any business relationship that would have an effect, of a conflict of interest. A conflict of interest statement must be signed as part of the contract negotiated with the awardee(s). (Attachment G) WESCO is not involved in any business relationships that would be defined as a conflict of interest for this proposal. We have attached a signed "Conflict of Interest' Questionnaire. Page I 1 WESCO Distribution, Inc. Proprietary and Confidential RFP 5392 Exhibit D City of Denton WE SCO RFP #5392 Distribution Hardware, Connectors, Arms, Accessories 1111 RIBU woNG November 19, 2013 XMMiliX&XX- Business Overview 1. Contractor Name: WESCO Distribution, Inc. 2. Address (Principal Place of Business): WESCO's global headquarters address: 225 West Station Square Drive Suite 700 Pittsburgh, PA 15219 3. Does your company have an established physical presence in the State of Texas, or the City of Denton? Yes. WESCO operates 30 branch locations across Texas including 4 dedicated solely to supporting our utility customers. The Irving, TX utility branch will be the primary support location for the City. 4. Tax Payer ID#: 25- 1723345 5. Email Address of Primary contact: Michael Hammers, Outside Sales Representative 6. Website Address: ,,,,,,,,;,,, .w (-sco.corri (corporate) ,,,,,,,,;,,,,,,,,,,,,, mescodii,(.- et.cow°r�. (e- commerce portal) 7. Telephone: (972) -765 -1948 Page 1 1 WESCO Distribution, Inc. Proprietary and Confidential RFP 5392 Exhibit D City of Denton WESCO RFP #5392 Distribution Hardware, Connectors, Arms, Accessories a)m'R�nurioiq* November 19, 2013 8. Fax., 9. Other Locations: The City will be served primarily from WESCO's Irving, TX branch. Backup support will be provided from WESCO's entire network of seven distribution centers and over 400 branch locations across the country. Fifty of these branch locations are dedicated solely to supporting the needs of utility customers. The following map details our utility- specific branch network: 10. Organization Class: Partnership Individual Corporation Association WESCO Distribution is a Corporation. 11. Date Established. WESCO was originally founded in 1922. The company has operated under its current name since 1994 ( WESCO Distribution, Inc.). Page ( 2 WESCO Distribution, Inc. Proprietary and Confidential RFP 5392 Exhibit D City of Denton VVESCO RFP #5392 Distribution Hardware, Connectors, Arms, Accessories DISTRIBUflONG November 19, 2013 12. Former Business Name: WESCO was originally a division of Westinghouse until 1994. 13. Date of Dissolution: N/A 14. Subsidiary of WESCO Distribution, Inc. is a wholly owned subsidiary of WESCO International, Inc. 15. Historically Underutilized Business: Yes or No No. 16. Principals and Officers: Please detail responsibilities with the name of each principal or officer. President /CEO John Engel Chief Operating Officer Steve Van Oss Chief Financial Officer Ken Parks Treasurer Daniel Brailer 17. Key Personnel and Responsibilities: Please detail responsibilities with the name of each key personnel, Jim Cameron, Vice - President Central Region Each of our strategic alliance accounts receive executive level visibility through a standardized performance and review program designed to ensure high levels of success and promote personal accountability. Our experience has shown that Page 1 3 WESCO Distribution, Inc. Proprietary and Confidential RFP 5392 Exhibit D City of Denton RFP #5392 Distribution Hardware, Connectors, Arms, Accessories DISP IBUTIM0 November 19, 2013 this multi -level approach to alliance management promotes the sharing of industry best practices and focuses our efforts on delivering value. Mike Hammers, Outside Sales Representative Outside Representatives are trained to solve technical product issues in the field. They are our deepest resource for technical expertise. Representative responsibilities include the following: • New product introductions- onsite technical support • Onsite support for engineering and operations • Current regulatory, environmental, safety updates • Plan and execute outage support services • Product training and application guidance The Inside Service Representatives are the principal point of contact for the City's ordering processes. Representatives will be located at WESCO's Irving, TX branch and will have the following responsibilities: • Quote and process all assigned spot orders • Provide frontline technical product /service support • Expedite all assigned orders (manufacturer expediting) • Process /Ensure delivery of emergency orders • Assist in the inventory planning process • Plan and execute outage /emergency response support services • Resolve disputes and issue Return Materials Authorizations (RMA's) and credits • Deliver the highest levels of customer service through timely responses and focus on the details that mitigate unnecessary duplication. �17*T4T1;rsT79_7§6= El The Branch Operations Manager oversees the day -to -day operations of the branch and ensures the branch -level key performance indicators are achieved. Duties include: • Management of local branch inventory • Consolidation of materials for project shipment • Freight carrier selection and oversight • Performance and cost optimization • Customer and supplier interaction Page 1 4 WESCO Distribution, Inc. Proprietary and Confidential RFP 6392 Exhibit D City of Denton W'ESCO RFP #5392 Distribution Hardware, Connectors, Arms, Accessories u:zii'��r °wa�u November 19, 2013 18. Number of Personnel by Discipline: WESCO employs over 7,000 people globally which includes nearly 150 in the State of Texas. The numbers below represent personnel assigned specifically to support this contract. Discipline Number of Staff # Licensed or Certified Sales 4 Operations 1 19. Services Provided by Contractor a. Please provide a detailed listing of all services that your company provides. WESCO is the nation's largest provider of products and supply chain services for the utility industry. Products Wire, Cable, Conduit, Raceway, Junction Boxes, Enclosures, Grounding Devices, Connectors & Lugs, Fittings & Fasteners, Tape, Cable Ties & Markers, Receptacles & Switches, Fuses, Circuit Breakers, Controls, Relays, Timers, Transformers, Fans & Ventilation, Hand & Power Tools, MRO Supplies, Surge & Power Protection, Lamps (bulbs) and Light Fixtures. Services • Dedicated alliance management • Back office systems integration • Emergency storm support • Facility outage support • Product sourcing and category management • Project services • Vendor managed inventory • Warehouse management and logistics • Kitting services • LEAN Value Creation Page 1 5 WESCO Distribution, Inc. Proprietary and Confidential RFP 5392 Exhibit D City of Denton WESCO RFP X15392 Distribution Hardware, Connectors, Arms, Accessories D19T t.IBUTI N" November 19, 2013 b. Please detail your prior experience working on similar projects with Texas governmental entities. WESCO has extensive experience with service the needs of public and non - governmental utility customers in Texas. We have been a product and service supplier to Texas utilities, including: Lower Colorado River Authority: Substation and transmission hardware CPS Energy: Distribution transformers, stocking items, inventory management VMI, partnering with ABB /PowerPartners. Pedernales Electric Cooperative: Blanket order business, inventory stocking. San Marcos Utilities: Utilizing Texas BuyBoard, transformers, lighting, wire, stocking wire or transfers Austin Energy: Distribution hardware, Stocking and inventory man, LED roadway lighting. AEP: Transmission and generation MRO hardware and integrated supply services. * Entergy: Transmission and generation hardware and integrated supply services. C. Please detail your similar services provided over the past two (2) years. Each of the customers listed above represents business conducted within the past two years. In addition to local governmental agencies, WESCO has extensive experience in the commercial sector with large utilities across the country. The following are some recent service examples: Tennessee Valley Authority WESCO is the Lead Integrator for all nuclear, hydro, and fossil generation MRO materials, including the management of eleven major second -tier suppliers. Duke Energy WESCO is the lead Integrator for all T &D tactical materials (including both electrical and gas utilities) and all nuclear, hydro, and fossil generation MRO materials, including the management of four major second -tier suppliers. Page 1 6 WESCO Distribution, Inc. Proprietary and Confidential RFP 6392 Exhibit D City of Denton VVESCO RFP #5392 Distribution Hardware, Connectors, Arms, Accessories rISMM UTION" November 19, 2013 d. Detail documented proof of at least three (3) projects in the past two (2) years. 'Three of our most strategic Texas -based government utilities contracts include: • CPS Energy - Distribution Transformer Partnership • Lower Colorado River Authority - Utility hardware and fiber optic cable • Austin Energy - LED lighting e. Please detail these services, including, the nature of the services provided, the scope of the activities, the organizations for which the services were provided, the dates of the projects, and the documented benefit to the governmental entity. CPS Distribution Transformer Partnership utilizing ABB and Power Partners Contract: #3047265 Start Date: Late 2012 End Date: Five years with a five year extension provision Services: VMI services with a requirement to stock both single phase pads and overhead transformers. We also use production planning for CPSE's Three Phase Transformer needs to deliver their units in 6 -8 weeks. Benefits: Improvement in on- time delivery of three phase pads. LCRA Contract for Utility Hardware and Fiber Optic Cable Contract: #3715 Start Date: June 2013 End Date: May 2016 Services: We have a partnership with LCRA on substation and transmission hardware that includes multiple vendors. We also supply fiber optic cable. Benefits: Production planning assistance to ensure that material arrives on time, especially with long lead time material like OPGW fiber. Austin Energy LED lighting contract Contract: MA- 1100 -GAl 20000090 Page 1 7 WESCO Distribution, Inc. Proprietary and Confidential RFP 5392 Exhibit D City of Denton WESCO RFP #5392 Distribution Hardware, Connectors, Arms, Accessories ISTRIUTIcO November 19, 2013 Start Date: June 2012 End Date: June 2014 Services: This is a multimillion dollar contract for LED Roadway fixtures and we work with Austin Energy on lighting design layouts. We also utilize VMI for their fixtures and work with production planning to ensure that we have material on hand for their contractors. Benefits: Just in time inventory management and production planning assistance. 20. Has your company filed or been named in any litigation involving your company and the Owner on a contract within the last five years under your current company name or any other company name? If so provide details of the issues and resolution if available. Include lawsuits where Owner was involved. As a large Fortune 500 company, WESCO is sometimes named a party in ligation for various reasons. We are not currently involved in any litigation that would affect our support for the City. 21. Please provide at least (3) three references (preferably municipalities) and contract amounts. Include project description, contact names, position, and organization name and telephone number for each reference listed. See attachment F. We have provided our references as part of Attachment F. 22. Have you ever defaulted on or failed to complete a contract under your current company name or any other company name? If so, where and why? Give name and telephone number of Owner. To the best of our knowledge, no. As a large public company with many divisions, material contract defaults can be found in our public filings on www.wesco.com. 23. Have you ever had a contract terminated by the Owner? If so, where and why? Give name and telephone number (s) of Owner (s). To the best of our knowledge, WESCO has not had a contract terminated by a customer similar to the City. As a large public company with many divisions, material contract terminations can be found in our public filings on wesco. co. . Page 1 8 WESCO Distribution, Inc. Proprietary and Confidential RFP 5392 Exhibit D City of Denton VVESCO RFP #5392 Distribution Hardware, Connectors, Arms, Accessories DISTRIBUTIONO November 19, 2013 24. Has your company implemented an Employee Health and Safety Program compliant with 29 CFR 1910 "General Industry Standards' and /or 29 CFR 1926 "General Construction Standards" as they apply to your Company's customary activities? �N, �` " I . l K It --V(, IP I <e Valm. I (Y)6 Yes. WESCO's Health and Safety program meets general OSHA industry standards. 25. Resident/Non- Resident Bidder Determination: Texas Government Code Section 2252.002: Non - resident bidders. Texas law prohibits cities and other governmental units from awarding contracts to a non- resident firm unless the amount of such a bid is lower than the lowest bid by a Texas resident by the amount the Texas resident would be required to underbid in the non - resident bidders' state. In order to make this determination, please provide the name, address and phone number of.• a. Proposing firms principle place of business: WESCO Distribution, Inc.'s headquarters is located in Pittsburgh, PA. b. Company's majority owner principle place of business: VVESCO is a publicly traded corporation. Ultimate Parent Company's principle place of business: WESCO Distribution, Inc. is a subsidiary of WESCO International, Inc. whose headquarters is also located in Pittsburgh, PA. Page 19 WESCO Distribution, Inc. Proprietary and Confidential RFP 5392 Exhibit D ra City of Denton WESCO RFP #5392 Distribution Hardware, Connectors, Arms, Accessories DUSTRIBUINCIN'& November 19, 2013 XYWWN��X REFERENCES Please list three (3) Government references, other than the City of Denton, who can verify the quality of service your company provides. The City prefers customers of similar size and scope of work to this proposal. GOVERNMENT /COMPANY NAME LOCATION: CONTACT PERSON AND TITLE: REFERENCE ONE Knoxville Utilities Board Knoxville, TN Philip Reed (CPM) Purchasing/Contracts TELEPHONE NUMBER: Office 865-558-2512 philip.reed@kub.org SCOPE OF WORK: Distribution Equipment (excluding trxfmers, poles, metering) CONTRACT PERIOD: Original Five (5) Year Contract (2008-2012) Three (3) Year Extension (2013-2015) REFERENCE TWO GOVERNMENT/COMPANY NAME: CPS Ei'ierfV LOCATION: San Antonio, `J'X CONTACT PERSON AND TITLE: Brenda Condrin TELEPHONE NUMBER: 210.353.2898 WESCO Distribution, Inc. Proprietary and Confidential RFP 5392 Senior Buyer Page 1 1 Exhibit D City of Denton RFP #5392 Distribution Hardware, Connectors, Arms, Accessories uN"SMUBLUICYN91 November 19, 2013 SCOPE OF WORK: Distribution Transformer Partnership with ABB /Power Partners CONTRACT PERIOD: 5 years extendible to 10 years REFERENCE THREE GOVERNMENT /COMPANY NAME: 1,(: "r'1 LOCATION: Austin, CONTACT PERSON AND TITLE: Matthew Jan uski TELEPHONE NUMBER: 512.356.6446 SCOPE OF WORK: LTA Partnership on Substation and Transmission Hardware CONTRACT PERIOD: 3 Years Page 1 2 WESCO Distribution, Inc. Proprietary and Confidential RFP 5392 Exhibit D City of Denton WEBCO RFP #5392 Distribution Hardware, Connectors, Arms, Accessories DlffPJMMONd' November 19, 2013 Submit pricing for requested products or services as provided in Exhibit 1. Pricing shall be provided in hard copy and emailed in Excel to ebids4c.l..j...g� .. . .... . ........ ... .2f before the proposal due date. Page 1 1 WESCO Distribution, Inc. 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Proprietary and Confidential RFP 5392 Exhibit D City of Denton WESCO RFP #5392 Distribution Hardware, Connectors, Arms, Accessories TOMRIBUMNS November 19, 2013 Additional General Requirements a. Prior to commencement of the services, the City and selected individual or business will conduct an initial meeting to review the overall scope, schedule, deliverables and planning process to implement a successful program. b. The awarded Contractor shall provide to the City of Denton, detailed reports of time and services provided to the City on a monthly basis. c. Staff available to assist the selected provider is limited; the proposals submitted should not anticipate extensive staff assistance during equipment repairs or maintenance. WESCO acknowledges the above requirements. Page 1 1 WESCO Distribution, Inc. Proprietary and Confidential RFP 5392 Exhibit D City of Denton WESCO RFP #5392 Distribution Hardware, Connectors, Arms, Accessories DISTRIBUMNO November 19, 2013 PROPOSAL EXCEPTIONS Any exceptions taken to this RFP must be listed on the lines below. If there are no exceptions, please sign where indicated at the bottom of the page. Item # Description WESCO believes it is not in the best interest of either party to accept the risk of all the unpredictable harms that may be related to the agreement therefore WESCO proposes a mutual exclusion of indirect, incidental and consequential damages. WESCO also feels strongly about the importance of knowing the ultimate exposure of any contractual relationship it enters into in light of the margins available to it as a distributor. Therefore, it requests a reasonable liability cap set at the price of the good or service giving rise to the claim. WESCO Distribution, Inc. Signature Company No Exceptions taken to this RFP. Signature Company WESCO Distribution, Inc. Proprietary and Confidential RFP 5392 November 18, 2013 Date Date Page 1 1 Exhibit D City of Denton WESCO RFP ##5392 Distribution Hardware, Connectors, Arms, Accessories IN � T sw; ITT *P9 November 19, 2013 Acknowledgement ACKNOWLEDGEMENT THE STATE OF TEXAS COUNTY OF DENTON The undersigned agrees this RFP becomes the property of the City of Denton after the official opening. The undersigned affirms he has familiarized himself with the local conditions under which the work is to be performed; satisfied himself of the conditions of delivery, handling and storage of equipment and all other matters that may be incidental to the work, before submitting a proposal. The undersigned agrees, if this proposal is accepted, to furnish any and all Items/services upon which prices are offered, at the price(s) and upon the terms and conditions contained in the Specifications. The period for acceptance of this Proposal will be ninety (90) calendar days unless a different period is noted. The undersigned affirms that they are duly authorized to execute this contract, that this RFP has not been prepared in collusion with any other Bidder, nor any employee of the City of Denton, and that the contents of this RFP have not been communicated to any other proposer or to any employee of the City of Denton prior to the official opening of this bid. Respondent hereby assigns to the City any and all claims for overcharges associated with this contract which arise under the antitrust laws of the United States, 15 USCA Section 1 et sea., and which arise under the antitrust laws of the State of Texas, Tex. Bus. & Com. Code, Section 15.01, et se g. The undersigned affirms that they have read and do understand the specifications and any attachments contained in this RFP package. The undersigned agrees that the RFP posted on the website are the official specifications and shall not alter the electronic copy of the specifications and /or pricing sheet (Exhibit 1), without clearly identifying changes. Page I 1 WESCO Distribution, Inc. Proprietary and Confidential RFP 5392 Exhibit D City of Denton WESCO RFP #5392 Distribution Hardware, Connectors, Arms, Accessories DISTRIBUTIONO November 19, 2013 I CeT'tifv ffiat I 11ave, made no willful rrhisrepresentatioym in 0--siq Prnrwr�."l Siihmission, nor have I Withheld finformatim A in my stateirnents mid answers to questions. I am awarc that the information even, Oy me in this proposal will be investigated, with may full permission, and that any iinisrepresentationq or omissions may cause Iny prorx)sw to be rejected. NAME AND ADDRESS OF COMPANY: AUTHOR1281) RF-PRESENTATMB: lee, Al Tel. No. Email. WESCO Distribution, Inc. Proprietary and Confidential RFP 5392 Signature 3 Date K- Munc.. �Nme 1'U. 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