Loading...
2014-054ORDINANCE , 2014-05,t. AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR THE PURCHASE OF ELECTRIC UTILITY FAULT CIRCUIT INDICATORS FOR THE CITY OF DENTON DISTRIBUTION CENTER; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 5432 - AWARDED TO TECHLINE, INC. IN THE THREE (3) YEAR NOT -TO- EXCEED AMOUNT OF $360,000). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for the purchase of electric utility fault circuit indicators 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 AMOUNT 5432 Techline, Inc. $360,000 SECTION 2. By the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. Should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the written contract; 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 5432 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 µ °' , 2014, (f t MARK 1L. 131 1 ROI7CMHS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY FITS APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY BY: RFP 5432. 1 1 (RFP TIIIS CONTRACT is made and entered into this day of :[Y j 2X:!tj 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: Supplier shall provide products in accc Electric Utility Fault Circuit Indicators, a copy Agent and incorporated herein for all purposes. and the following items which are attached 1 reference: -dance with the City's RFP # 5432 Supply of of which is on file at the office of Purchasing The Contract consists of this written agreement ereto, or on file, and incorporated herein by (a) Special Terms and Conditions (Exhibit "A") (b) City of Denton's RFP 5432 (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: A (JITIORIZED S16NITURE Date: Name: )A Title: -- LZd-e PHONE NUMBER FAX NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, C 11-Y SECRETARY BY: GE0R(-,C'C. CAM P[3' -,I-, C1'(Y MANAGER BY: 0 &104 1 V,"V an wo] OM 1 vff.'-4 0 to] Em BY: 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(2a 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 +/-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: purchasing_na .,cityofdenton.com Or mail to: Or call: City of Denton City of Denton Purchasing Attn: Purchasing Manager (940) 349-7100 RFP 4 5432 901B Texas Street Denton, Texas 76209 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 $360,000. 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/ Piggyback 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 5432 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. Liquidated Damages Liquidated damages shall not exceed 3% of the total contract value. RFP 5392 Exhibit !,; City of 1 Standard Purchase Terms and 1 1 1 1 response, 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 SuMlier. AnN deviations must be in wdjjng-�a�ned bN a reyresentative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the Supplier's Proposal r or • modify the terms set forth conflict between - provisions on of - • Order these writte provisions precedence. negotiated. 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 Unless otherwise specified contract, r • 7, 8, 20, 21, and 36 shall apply only • Solicitation to purchase Goods, and Sections + 10, 11 and • only • a Solicitation to purchase Services to be performed r •, premises or on • • • 1. SUPPLIER'S OBLIGATIONS. The Supplier shall fully and timely provide all deliverables described in the 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 DELIVERABLE& 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 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. W. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender o, delivery o[ 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 u 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 iom perform the services uerequired in order for the Supplier m perform the services inu 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 aomthe 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 oon/icco, and any mbe/ condition or omue of fact which could in any vvmy affect performance of the Supplier's obligations under the contract. The Supplier hereby ze|caoco and holds the City burmlcoo from and against any liability or claim for damages of any kind or nature if the uoma| site or service conditions differ from expected conditions. ]& WORKFORCE /\. The Supplier shall employ only orderly and competent workers, skilled in the performance nJ 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 nr services under o City nf Denton contract o,no the City's property . i. use or possess u firco,nu, including a concealed handgun that is licensed under state |mv, except as required by the terms vf the contract; nr ii. use nr possess alcoholic or other intoxicating beverages, illegal drugs orcontrolled suha/unuco, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on thejob. C. If the City or the City's ropr000utuuivc notifies the 8"np|ic, that any v,vdke, is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, nr has possessed o, was under the influence of alcohol or drugs no the job, the Supplier obo|| immediately remove such v,vrke, from Contract services, and may not employ such worker again on Cnot,uot onrvlcoo without the City'; prior written consent. Immigration: The Supplier represents and warrants that it shall 0000n|y with the ,egu|,cmoom of the Immigration Reform and Control Act nfl9Vhand l99O regarding employment verification and retention ofvodficuuion forms for any individuals hired on or after November 6, 1986, who will perform any labor orservices under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 ('^|lB)K/\) enacted on September 30, 1996. ll. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Supplier, it's Subcontractors, and their respective employees, uba|| comply fully with all applicable federal, state, and |n:ul hou|th, vufety, and environmental |ovvo, v,dioomcov, rules and regulations in the porfb000noc of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Bcu|tb Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Supplier shall indemnify and hold the City hsnoleoa from and against all claims, demands, suits, aubouo. judgments, fines, penalties and liability of every kind arising from the breach o[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. 07401 e/xcq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). ���� ubuqgeuifunyoboUbeUotedeeparatch/.&cnpynf the bill vf lading and the freight waybill, when applicable, shall be attached to the invoice. The Supplier's name, ,eniuuouu address and, if applicable, the mz ideobfiuudnn number on the invoice must exactly match the iu{bnom|nu in the Vendor's registration with the City. Uo|uoa mbonpise iommuud 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 dme-obecxa with trade labor rate and deliverables nndcx number clearly identified. Invoices shall also include u 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 io the Contract, the Supplier shall pass through all Subcontract and other authorized expenses auactual 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 o tax exemption certificate upon request. 14. TRAVEL EXPENSES: All travel, lodging and per them expenses io connection with the Cnntracaha|be paid by the Supplier, unless otherwise stated in the contract terms. F.DTHIM �� A. lfoDBE/MBE/WBB Program y|oo is agreed to and the Supplier has identified Subcontractors, the Supplier is required »n submit u Contract Close-Out MBB/WB£ Compliance Report mthe Purchasing Manager nn 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 ix not in compliance with the requirements usaccepted by the City. B. The making and acceptance of final payment will constitute: i. u waiver of all u\almo by the City against the Supp|io, except o|oimo (\) which have been previously asserted in writing and not yo( settled, (2) arising from defective vvnck appearing after final inspection, (3) arising from failure of the Supplier to comply with the Contract or the terms of any warranty opouiGod bmnuio. (4) arising from the Supplier's continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, a,(5) arising under the City's right to audit; and ii. u waiver of all claims by the Supplier against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST 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 identified by the Supplier as such. A. The City shall have the right to audit and make coyies of the books record-, and g.Qm mations pertaining-, to the Contract. The Supplier shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available I O�, business dargs of written re,,ituest, Further th Su shall also r all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of I% or greater. If an overpayment of I% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Supplier which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City's sole discretion, grounds for termination thereof. Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final 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 Su lier's Plan. The Su Her shall not substitute an Subcontractor identifi nless the substitute .04111' IN N iges OF OLFICTWISC, LO Vie Suppler In 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 r,h(t.W_.r_,md�qm_nunts specified for the SUPPlier with the City being a named insured as its interest shall apa=L; 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 Ose deliverables. 22. WARRANTY — SERVICES:TheBupp\ier warrants and represents that all services mbe provided the City under the Contract will be fully and timely por/bnoe6 in o good and workmanlike manner in uoomdunoe with generally accepted industry standards and practices, the teona, conditions, and uuvenmux of the Contract, and all applicable Federal, State and local laws, rules nrregulations. A. The Supplier may not limit, exclude ordisclaim the foregoing warranty o,any warranty implied by |avv, and any attempt todoxv shall bo without /oruoo,effect. [to] a 9 091% 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 t*- 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. the City, then in addition to any other available remedy, the City may reduce the amount of services it may be rq�*Org4 t+ such event, the, Su- uyon demand the increased cost- if arn* incurred b:,,, the Citx tQ yrocurc such services from another source. 1 L A 4 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-conf'orming 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 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 j.dJ'i�-X+4f,hT*' 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 Unit" States or (d) makes a material misrepresentation in Supplier's Offer, or in any report or deliverable required to be c,ubmitted by the Supplier to the City. r asonable 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 ,rui ?,re vott cyclusive tf ?,,f,% otter rig'tt or remedy Urovided by law, A N1011151w"I M IRWIN' IRWIN IN" 1010 1 1 11P111111 wiffil NON I I C fill 1141,1*11, LIFIC Mplplucr Mail pilImplij f.;0UNC U11 I U1 LACF 111-1 & PnEI-SU&I 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. PAMM City of Denton � -M 901 i Texas Street Denton, A 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Supplier tvthe City shall become property of the City upon receipt. Any portions of such material claimed by the Supplier to be proprietary must beclearly marked as such. Determination e[ 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 mthe City that: (i) the Supplier shall provide the City good and indefeasible title to the doOveca6|mo and (ii) the deliverables supplied by the Supplier in accordance with the specifications io 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 nroperation of the deliverables and the Supplier does not know vfany valid basis for any such claims. The Supplier shall, at its mo|o expense, defeod, indemnify, and hold the City haon|enx from and against all |iubiUty, damages, and cnmx (including court costs and reasonable fees of attorneys and other professionals) arising out ofv,resulting from: (i) any claim that the City's exercise anywhere in the world nf the rights associated with the City's' ownership, and if applicable, license rights, and its use nf the deliverables infringes the intellectual property rights of any third party; o,(ii) the Supplier's breach mf any vf Supplier's representations or warranties stated |o this Contract. ln 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 6ebul[ Further, Supplier agrees that the City's specifications regarding the ddivemh|oo oho|| in no way diminish Supplier's vva,mobeu or obligations under this paragraph and the City makes oo 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 uoueon to certain of the City's and/or its lioonuo,x` uoufidondx| information (including inventions, omy|vyoo information, trade aucrxtx, confidential knnw-bo*, confidential buoioovx information, and other information which the City or its licensors consider confidential) (collectively, ^^Cnofidondm| loXnooatino"). Supplier acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized oso, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Supplier (including its eoop|nyoro, subcontractors, ugunto, or representatives) ogroco that it will maintain the Confidential Information in strict confidence and shall not disclose, dioouminute, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in unnmoncr 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 tv seek an appropriate pnuoudvo order. The Supplier agrees tn use protective measures no |osx stringent than the Supplier uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances hcau least reasonable measures tn ensure the continued :oufidenda|ityvf the Confidential Information. the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Supplier agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Supplier agrees to assign and, if 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 own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City's sole orjoint ownership of any such deliverables arising by virtue of the City's sole orjoint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Supplier hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to Vz4 i�;IW;r tina%* �i and interest in and to such deliverables. With respect to such work made-for-hire, the Supplier agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such teliverables to the City or at such other time as the City may request. C. Additional Assignments. The Supplier further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask worl'i i g b f s&ji&QQ..m iii. iijrition,tr interest in and to the deliverables. The Supplier's obligations to execute, acknowledge, and deliver (or cause to-t-Y4 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 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 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, brokeran or contingent fee _venc i e s maintained by the Supplier for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduci 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 fq,vorable treatment with res ect to the awarding, or amendin or the makinp of ani determinations with reSDeC 0 loll NMIM., oil -101 film ol. i"11 - 411M III MMIL14111 LIV d[Ij VU1CF FIVILS UfM by the Supplier in providing such gratuities. 0 is pr v 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 or a �oint venture, The Sutqtlier's services shall be those of an independent suwlier. The Supplier agrees an understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control of Lhe Supplier or any employee of the Supplier, and it is expressly understood that Supplier shall perform the services WK*MiW irmgmir.-Utl %Ajr,-4rWijtxtf of Denton, Texas, or his designee under this agreement. being the intention mf the parties that there are ou third party beneficiaries m the Contract. 46. WAIVER: No claim or right arising out nfobreach of the Contract can bedischarged huwhole v,bn part by u 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 Gopp|i/x or the City of any one or more events of default by the other puny shall operate as, or be cnoot,mod to be, u 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 o similar nr different character. �7. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. N* �re-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. 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 v,rosecuting a suit for damages. However this section does not ?,rohibit 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 agreed by the parties. Each party shall include, at a minimum, one (I) 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 disyute. Should they choose this oytion-, the CitN and the Suon.�Iiera ree to act in f;�� �Ii n �f 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. IN a0��� 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. 1 • 4 . • ^ ^ •, • 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 • 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 Conti-act 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. mmmu U11 (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. l0a - 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 • an approved Governmental list. I,. The Sul.Wdier shall deliver onip domestiLLnd products except to the extent that it sr%ecified 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 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. httD:HwNvw.access. P_r)o.P_ov/davisbacon/tx.html 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 • conferring • benefits to public servants. The Supplier shall give all notices and comply with all laws and regulations applicable to furnishing and [terformance • the Contract. b=TEJ?_r__A YTC,73Y-7TT9,771�;-J rD I -%—_e--M-jVZV 1YXMT)rM the Federal Tax Reform Act • 1986, Section 1706, amending Section 530 • the Revenue Act • of 1978, dealing with issuance • Form • common law employees. Supplier is responsible for both federal and State iiiji, iisg�-tcl joyeri e. Sui lier shall ensure to Supplier • its employees for any Unemployment • Workers' Compensation coverage, • federal or State withholding requirements. Supplier shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Su•• lier's omission • 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- 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 flier•• f. includine any amendments to the final rule that may hereafter �e 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. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Supplier shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Supplier will be excused from any further performance or observance of the requirements so affected for as long as such circurnstances 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 c,iqni�-�* ii-eg zA-�ftsGri�e-at-2 m?&vnzW level of detail the circumstances causing the non-performance or delay in performance. 16. 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 eithtT h,,i Contract shall orpierate to lim Awr, ' creclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. is in any way 1111e. - enUUU LU UOUSLILULU d WUIVUI FY L11fZ k-ILJ U-1-ALF'r,11LU11 W1 d11j I MU] UrIM-CS 114,111 SUIL V1 livIl the City of Denton may have by operation of law. EXHIBIT C CITY • DENTOR [Wiluk# KA114 V11111111 ftl� 1 CONFLICT • INTEREST QUESTIONNAIRE FORM CUC 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, OFFICF, 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. Name of person who has a business relationship with local governmental entity. 0 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 79h business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) Name of local government officer with whom filer has an employment or business relationship. 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 a sr—n ed by Section 176.00 In ), 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? F-1 Yes No B. Is the filer of the questionnaire receiving of 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 C No C. Is the fileclis questionnaire emplya 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 V-1 D. Describe each affiliation or business relationship. Signature of person doing business with the governmental entity Date • RFP 5432 0 o 0 '^ Lri rn o0 'n Hm Ln m' v O 2 Q J 0 L/1 Q M W LL C Q f'- �z Q Q c W G J N U 0 W Ln Q 2 u D CL 2 w O u 2 7 o � a O Lu J Q � Q U 2 O w Z O O V J W 2 V LL Q Q w ui 0 O O i-I 00 Ln W N EXHIBIT D EXAMIT D CITY OF DENTON XXYAVE2ffE3M(K BUSINESS OVERVIEW QUESTIONNAIRE AND FORMI 1. ContractorName: -rec��,m' ly"t. 2. Address (Principal Place of Business): 5" � t&6v\ Si. li- \�J6441N - T". -1611 1 3. Does your company have an established physical presence in the State of Texas, or the City of Denton? 'fq- _S 8. Fax: .9 11- 5 (.1 47el O-L 11. Date Established: 1 °1-( 13. Date of Dissolution: t-i rA 14. Subsidiary of.- t'j RFP 5432 EXHIBIT • CITY OF DENTON REP O. ELECTRIG-UTtLFFY-FAULT-GRCU"IDICA:FORS EM-IM 20. Has your company filed • been named in any litigation involving your company and the Owner • a contract within the last five years under your current company name or any other company name? If so provide details • the issues and resolution if available. Includ- • -•. N/N 2 1. Please provide at least (3) three references (preferably municipalities) and contract arnounts. 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, NIP, MUM E, PJ rel 9 HIS • F3 6fiWA RFP 5432 EXHIBIT D CITY OF DENTON -.6kFP FOR ELECTRIC UTILITY FAULT CIRCUIT INDICATORS a. 'Proposing firms principle place of business: b. Company's majority owner principle place of business: N,xs;fl Y\ . -bz c. Ultimate Parent Company's principle place of business: a 12 WE E, RY01 a FI.Td JM Z, W. A RFP 5432 EXHIBIT D CITY • DENTON VFP FOR ELECTRIC UTILITY FAULT CIRCUIT INDICATORS 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 Signature I 1 0 0 RFP 5432 Company �A ke-,ic- Coinpany Date VDate --" - EXABIT D CITY OF DENTON RFP FOR ELECTRIC UTILITY FAULT CIRCUIT INDICATORS m A, Dial XZJ OIL" 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. I. 9 D) 01 D1 ZiW14i GOVERNMENT/COMPANY NAMIw: LOCATION: C-J(AArAVJ GOVERNMENT/COMPANY NAME: Al . ......... .. . LOCATION: CONTACT PERSON AND TITLE: TELEPHONE NUMBER: . . ... ............ — . ... .. .. ........ SCOPE OF WORK, . ..... . . . ....... . ............ ........ CONTRACT PERIOD: ------ REFERENCE THREE GOVERNMENT/COMPANY NAME: LOCATION: CONTACT PERSON AND ITH �: -- TELEPHONE NUMBER: 9o?. — ii a .......... SCOPE OF WORK; CONTRACT PERIOD: PAGE 46 OF RFP # 5432 RFP 5432 Mdary-WWWWWWW"111110110 H I&I lei OW-M I'm State of Texas HUB Program — TPASS Division PO Box 13047, Austin, TX 78711-3047 (512) 463-5872 or (888) 863-5881 or litt p: /INvNN1 w . �,Ndjidow. state.tx._� is/,roc t qenlgji blijijw�/ 1i ub/ Instructions: It'your company is already certitiect, attacn a copy return with the submission. If your company is not already certified, and could be considered as meeting certification requirements, please use the Nveb 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. FIRM • 711WW "WIOVW-V Women-Owned Business Enterprise .Disadvantaged Business Enterprise CITY OPIMENTON ilre."Oilok;C.6q;i�SA%&ZA�l����ip a% I I Me 1, Lei V IVAIJ ON a D1 g 0 Eli 0 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 cesponse 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 7.nd incorporated herein by reference: (a) Request for Proposal (RFP 4 __) (b) City of Denton Standard Terms and Conditions (Exhibit "A") (c) Special Terms and Conditions (Exhibit "B") (d) Form CIQ — Conflict of Interest Questionnaire (Exhibit "CIO). (e) Supplier's Proposal. (Exhibit I'D"); RFP 5432 EXHIBIT D CITY OF DENTON RFP FOR ELECTRIC UTILITY FAULT CIRCUIT INDICATORS An-k9l"WRk ACKNOWLEDG'EMEN'l' WOIQMKWIJ! • The undersigned agrees this RFP becomes the property of the City of Denton after the official opening. Respondent hereby assigns to the City any and all clairns for overcharges associated with this contract which arise under the antitrust laws of the United States, 15 USCA Section I et sea., and which arise under the antitrust laws of the State of Texas, Tex. Bus. & Coin, Code, Section 15.01, q-se A. 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: litLp://wNvw.cjtyof'denton.coin/iiidex.,IVx2p to ensure they have downloaded and signed all addendum(s) required for submission with their proposal. Should a conflict arise between the PO, supplier terms, or contract; the terms and conditions set forth in this RFP shall prevail. I certify that I have made no willful misrepresentations in this Proposal Submission, nor have I withheld information in my statements and answers to questions. I am aware that the information given by me in this proposal will be investigated, with my full permission, and that any misrepresentations or omissions may cause my proposal to be rejected. NAME AND ADDRESS OF COMPANY: SLMI NIwA e, 5L ... . .. . ... .. .. ............. .. . .... .... L OV\ TeI.No. Ernail. F92-TOTA M �. ■-' �