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2014-234• ' 1� � •; � ' � � AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR ELECTRIC UTILITY TR.ANSMISSION L1NE CONDUCTOR ATTACHMENTS AND POLE HARDWARE FOR DENTON MUNICIPAL ELECTRIC; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 5583-AWARDED TO STUART C. IRBY COMPANY 1N THE THREE (3) YEAR NOT-TO-EXCEED AMOUNT OF $620,000). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for the supply of transmission line conductor attachments and pole hardware for the City of Denton in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies or services, shown in the "Request for Proposals" on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 5583 Stuart C. Irby Company $620,000 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 File 5583 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. z �� PAS SED AND APPROVED this the �< rva� �� day of {�'�;� �,� �'�� _'� _._, 2014. � F� � � � �_. � �. �� '�-��ZIS r"-1.TTS,1v�A~.. �)R ATTEST: JENNIFER WALTERS, CITY SECRETARY � �'�T.� AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY � ,�� ...�.� �,, BY� °'� �' �f f ,� � ��` y,. � . � �� .�� -�-- ,... ��;�— ��, �- CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND STUART C. IRBY (RFP # 5583) .�,_ r� THIS CONTRACT is made and entered into this ��, cl�� of � � A.D., 2014, by and between Stuart C. Irbv Company a corporation, whose acidre.��" �� 125 Belton 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 RFP # 5583 Supplv of L1.��C��i� Ll�il�ii�_ ��aa�x�ai��i�?�� l.�ir�c t`i�i��ti�tc�r- �ii��rt��.��t� ��a�l ��c�l� I i��°��ti��r•�., 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 5583 (on file at the office of the Purchasing Agent) (c) City of Denton's 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 5583 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. I��i JENNIFER WALTERS, CITY SECRETARY * . $"Y > � �� .......... ,...� � , � ,, �• ; �� , . . , � �� . BY: �' �`"� ��'� �;� � 3w � --. �;�. � �" . . . . S�?Pi'L�IiA BY: �,� A�'T��4�F�1� ��:� SIGNATURE - � �� . f��tt�, ,f� N�Y��: ��"��` C�,r°�`"�� 1 i11�: � �- , i � . • • ; ' � ,��,'� � ; �� ,r'�� l�� FAX NUMBER � � ► � ► �►:If.y � � � �� r,� °� ��'� . .� : ��.� �� t��:�"��t(�"� C CAMPBELL, C"1'�' MANAGER Date: `� ! :y�y � ' r`f �'� �� s 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 bid price. Individual purchase orders will be issued on an as needed basis. Product Changes �1��•in� Contract Terrn The supplier shall not change speciiications 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 dentonpurchasin�(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. 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. Price Escalation and De-escalation 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. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar davs after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar davs after a determination has been issued. Pre-price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. RFP 5583 The request can be sent by e-mail to: purchasin�na,cityofdenton.com noting the solicitation number. 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 $620,000. Pricing shall be per Exhibit D attached. Deliverv Lead Time Product or services shall be delivered to the City per the days/weeks noted in Exhibit D after receipt of the order. .,. . . Mutuall�, re� ed Upan Terms and Conditions Items in this document represent the modified, agreed upon terms and conditions between the City of Denton and Irby Utilities. Only revised sectians/paragraphs are attached in completed form and this dacument becames part of any bid. �• 1 1 I� ' � � 1 8. Price Adjustments Prices quated for the commodities ar services described in the RFP must be firm for a periad af one year fram 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 accardance with the product represented. 9. Cooperative Purchasing/Piggyback Option The contract resulting from this solicitation will be available for use by all governmental entities within a 75 mile radius of Contractor's base location associated to the specific solicitation, 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 agrezd to within the resulting contract After award, and unless noted in the original solicitation response, a service fee in the amount of 2% of the dollar amount of all issued purchase orders generated from use af this cantract. The cantractor further agrees to remit the service fee by check on a quarterly basis for the previaus quarter spent through this contract, to Julia Klinck, Purchasing Coordinator at 901 B Texas Street, Denton, TX 76209, on or by the Fifteen day of each month, follawing the end of the quarter. The Contractor shall also provided quarterly sales reports from the contract awards and Purchase Orders issued from the Contract, for the purpose of billing and collecting the service fze, and for compiling required purchasing history. This repart shall be sent to purchasing�a�citvofdentan.com an or by the tenth day of each month. The Contractor further agrees that the City of Denton shall have the right, upon reasonable written notice, to review the Contractor's records pertaining to purchases under this awarded contract to verify the accuracy of service fees charged to the Contractor. �. . � � � � • � � � . Section A — General Provisions 18. Performance Liquidated Damages (Paragraph 2) 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 supplier by the City. At the end of each RFP 5583 month, the City will review the manthly reports and determine the percentage of penalty to be assessed to the Contractor's monthly proft margin. 19. Warranties The contractor shall provide a warranty that is standard in the industry, which is a"pass through" warranty candition for this agreement. Repair or Maintenance of fleet not performed ta industry standards shall be accomplished at the contractor's expense, at the option of the City. 26. Shipping, Delivery and Packaging Delivery Delavs 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 speciiications authorizes the Custamer to purchase goods and associated fulfillment services of this RFP elsewhere and charge any increased costs for the goods, including cost of resaliciting, to the Contractor. Failure ta pay a damage assessment is cause far Contract cancellation and/or removal of the Respondent from the City's authorized list of suppliers. Restocking Fee The Customer may request that a Contractor accept return of inerchandise already delivered or that a Contractor cancel an order prior to delivery. If the return is required through no fault of the Contractor, the Contractor may request a reasonable restocking charge. i : �. �' � � i � (Opening Paragraph 1) These standard Terms and Conditions and the Terms and Conditions, Speciiications, Drawings and other reyuirements 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 respanse, Invoice or Statement shall serve to modify the terms set forth herein unless noted as Special Conditions, which have been mutually agreed upon.. If there is a conflict between the provisions on the face of the Contract/Purchase Order these written provisions and attachments will take precedence. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor's price shall be deemed to include all delivery and transportation charges. In the event shipping charges are applicable, the City shall have the right to designate what methad af transportatian shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 17. RIGHT TO AUDIT A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractar shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in RFP 5583 progress ar audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Furthermore, the Contractar, to the best of its ability, also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to thase documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% ar greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. 19. WA ANTY - P CE B. The Contractor certifies that the prices in the Offer have been arrived at independently without cansultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other iirm or with any competitor. 20. WARRANTY — TITLE The Contractor represents within reasonable expectation that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY — DELIVERABLES The Contractor represents within reasonable expectation that all deliverables sold the City under the Contract shall be free from defects in design, workmanship ar manufacture, and confarm in all material respects to the specifcations, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Cantract, and to all applicable State, Federal ar lacal laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Salicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. C. Unless atherwise specified in the Contract, the warranty period shall be one year from the date of delivery of the deliverables, from the date of acceptance of any replacement deliverables, or as a term stated by the cai°responding manufacturer. If during the warranty period, ane or mare of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-canforming deliverables with fully conforming deliverables, at the City's option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach af warranty within thirty (30) calendar days of discovery of the breach af warranty. 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 pravides evidence sufficient to prave to the other party reasonable satisfactian that such default does not, in fact, exist. In addition to any other remedy available under law or in , . � equity, the non-defaulting party shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the non-defaulting as a result of the defaulting party'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 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 by law. 28. TERMINATION WITHOUT CAUSE The City shall have the right to terminate the Contract, in whale or in part, without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, speciiied in the natice af termination. The City shall pay the Contractor to the extent 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 terrns hereaf. 38. OWNERSAIP AND USE OF DELIVE BLES: A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor, to the best of its ability and in working with the corresponding manufacturer(s), disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its emplayees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor, to the best of its ability and in working with corresponding manufacturer(s), that such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City's sole or joint ownership of any such deliverables arising by virtue of the City's sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor, to the best of its ability and with corresponding manufacturer(s), assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of title, and interest in and to such deliverables. With respect to such work made-for- hire, the Contractor, to the best of its ability and with corresponding manufacturer(s), execute, acknawledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work-made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additianal Assignments. Furthermore, the Contractor, to the corresponding manufacturer(s), if applicable, cause each of acknowledge, and deliver all applications, specifications, oaths instrurnents which the City might reasonably deem necessary in RFP 5583 best of its ability and with its employees to, execute, , assignments, and all other order to apply for and obtain capyright protection, mask work registration, trademark registration and/ar protection, letters patent, or any similar rights in any and all cauntries and in order to assign and convey ta the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor's obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination af this Contract with respect to such deliverables. In the event the City should not seek to abtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Caniidential Information under the terms of Paragraph 37 above. 67. RECO S TENTION The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of two (2) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever periad is longer. The Respondent shall grant access to all books, records and documents pertinent ta the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. I'' ' ' . . . ,+ :'; � 1• r r; , i ' � � � � These standard Tenns and Conditions and the Ter�ns and Conditions, Specifcations, 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 Tenns and Conditions contained in the Supplier's Proposal response, Invoice or Stateinent shall serve to rnodify the tenns 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 subinitting an Offer in response to the Solicitation, the Supplier agrees that the contract shall be governed by the following tercns 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 perfonned principally at the City's premises or an 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 ATE/TE . Unless atherwise specified in the Salicitation, 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 Cantract. 3. SUPPLIE TO PAC GE DELIVE LES: 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 atherwise provided in the Specifications ar 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 ar purchase release number and the price agreement number if applicable, (c} Container number and tatal number af cantainers, e.g. bax 1 of 4 boxes, and (d) the number af the container bearing the packing list. The Supplier shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportatian costs and to conform to all the requirements af common carriers and any applicable specification. The City's count or weight shall be final and conclusive an shipments not accompanied by packing iists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Supplier is not authorized to ship the deliverables under reservation and no tender af 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 ta the City only when the City actually receives and accepts the deliverabies. 6. DELIVERY TE S AND T SPORTATION CHARGES: Deliverables shail 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. RIG T OF INSPECTION AN JECTION: The City exp�•essly 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 Subcontractar's, facilities, or the de3iverables at the Supplier's, or the Supplier's Subcantractar's, premises, the Supplier shall furnish, ar cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. P 5583 8. NO REPLACE ENT OF EFECTIVE TENDER: Every tender ar delivery of deliverables must fully camply with all provisions of the Contract as to time af delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Supplier shall not have the right to substitute a canforming tender; provided, where the time far 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 pravide the Supplier access to the sites where the Supplier is to perform the services as required in order far the Supplier to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulatians. The Supplier acknawledges that it has sat►sfied 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 conditian or state af 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 canditions. 10. WO O CE 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 einployees may not while engaged in participating or responding ta a solicitation ar while in the course and scope of delivering goads or services under a City of Denton contract or on the City's property . i. use or possess a firearm, inc(uding 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 af 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 passessed 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 af 1986 and 1990 regarding ernployment verification and retention of verification forms for any individuals hired an or after November 6, 1986, who will perform any labor or services under the Contract and the Dlegal Immigration Reform and Immigrant Responsibility Act of 1996 ("IIRIRA) enacted on September 30, 1996. 11. CO PLIANCE WIT EALT , SAFETY, AN ENVI ONMENTAL EGULATIONS: The Supplier, it's Subcontractors, and their respective employees, shall camply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rufes and regulations in the performance af 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 clairns, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Supplier's obligatians 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 seg.). 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 delfvery order number and the master agreement number if applicable, the epartment's Name, and the name af the point of contact for the Department. Invoices shall be itemized and transportatian P 5583 charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicahle, shall be attached to the invoice. The Supplier's name, remittance address and, if appiicable, the tax identificatian number on the invoice must exactiy match the information in the Vendor's registration with the City. Unless atherwise 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 cleariy 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 i°equest. 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 heing 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 speci�ed 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 Cfty 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 a�°e authorized by the City, the Supplier will be paid for the partiaf 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 atherwise 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 Subcontractars, or for labor, materials or equipment; iv. damage to the praperty 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 carnpleted 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 subinit proper invoices with purchase order number, with all required attachments and supporting dacumentation; or vii. failure of the Supplier to cotnply 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 withhalding. 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 froin 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 au amount insufficient to permit the City to pay its obligations under the Contract. In the event of none ar inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. T VEL 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. R � � � R , . R ,. ..':. A. If a DBE/MBE/WBE Program Plan is agreed to and the Supplier has identified Subcontractors, the Supplier is required to submit a Cantract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Supplier is not in campliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver af 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 frotn 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 previausly asserted in writing and not yet settled. i6. SPECIAL TOOLS & TEST EQUIP ENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Supplier for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Supplier as such. 17. G T TO AUDIT: A. The City shall have the right to audit and make copies of the baoks, recards and catnputations pertaining ta the Contract. The Supplier shall retain such baoks, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in pragress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These baoks, records, documents and other evidence shall be available, within ten (10} business days af written request. Further, the Supplier shall also require all Subcontractors, material suppliers, and other payees to retain al3 baoks, records, documents and other evidence pertaining to the Cantract, 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 barne by the City unless the audit reveals an overpaytnent of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, inciuding 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 canstrued to include drafts and electronic files, even if such drafts ar electronic files are subsequently used ta generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Supplier identified Subcantractors in a DBE/MBE/WBE agreed to Plan, the Supplier shall comply with all reyuirements approved by the City. The Supplier shall not initially employ any Subcontractor except as provided in the Supplier's Plan. The Supplier shall nat substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. Na acceptance by the City of any Subcontractor shail constitute a waiver of any rights ar remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been appraved, the Supplier is additionally required to submit a monthly Subcantract Awards and Expenditures Report ta the Procurement Manager, no later than the tenth calendar day of each month. B. Work perfot•med for the Supplier by a Subcontractor shall he pursuant to a written cantract between the Supplier and Subcontractor. The tei°ms of the subcantract may not conflict with the terms of the Cantract, and shall contain provisions that: i, require that ail deliverables to be provided by the Subcontractor be provided in strict accordance with the provisians, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portian of the Contract without the prior written consent of the City and the Supplier. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment band in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invaices and applications fo1° payments, including any claims for additional payments, damages or atherwise, to the Supplier in sufficient time to enable the Supplier to include saine with its invoice or application fo�° payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractars obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for tlie 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 tlie City. RFP 5583 C. The Supplier shall be fully responsible to the City for all acts and amissions of the Subcontractors just as the Supplier is responsible far the Supplie�°'s own acts and omissians. Nothing in the Contract shall create for the benefit of any such Suhcontractor any contractual relationship between the City and any such Subcontractor, nar shall it create any obligation on the part of the City to pay ar to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Supplier shall pay each Subcontractor its apprapriate share of payments made to the Supplier not later than ten (10} calendar days after receipt of payment from the City. 19. WA TY-P CE: A. The Supplier warrants the prices quoted in the Offer are no higher than the Supplier°s current prices on orders by others for like deliverables under similar terms of purchase. B. The Supplier certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competitian, as to any matter relating to such fees with any other firm or with any campetitor. C. In addition to any other remedy available, the City may deduct from any amaunts awed ta the Supplier, or otherwise recover, any amounts paid for items in excess of the Supplier's current prices on orders by others for like deliverables under similar terms of purchase. 20. WA NTY — 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 the deliverables. 21. WARRANTY — DELIVERABLES: The Supplier warrants and represents that all deliverables sold the City under the Cantract shall be free from defects in design, workmanship or manufacture, and conform in al! material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Supplier, to the terms, covenants and conditians of the Contract, and to all applicable State, Federal or (ocal laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Supplier may not limit, exclude or disclaim the foregaing warranty or any warranty implied by law; and any attempt to do sa shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, ane or more of the above warranties are breached, the Supplier shall prornptly upan receipt of demand either repair the non-conforming deliverables, or replace the non-canfarming deliverables with fully confarming deliverables, at the City's optian and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Supplier. The City shall endeavor to give the Supplier written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give 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 in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract fram the Supplier, and purchase conforming deliverables from other sources. In such event, the Supplier shall pay to the City upon demand the increased cost, if any, 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 a separate manufacturer's warranty, the Supplier sha{l transfer and assign such manufacturer's warranty to the City. If for any reason the manufacturer's warranty cannot be fully transferred to the City, the Supplier shall assist and cooperate with the City to the fullest extent to enforce such manufacturer's warranty for the benefit of the City. 22. WA NTY — SERVICES: The Supplier warrants and represents that all services to be provided the City under the Contract will be fully and timely perfarmed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Supplier may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. R �. , � . . +. . �::. 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 ar mare 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 additianal 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 natice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely natice shali not impair the City's rights under this section. C. If the Supplier is unable or unwilling to perform its services in accardance with the above standard as reyuired by the City, then in additian 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 saurces. 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 O NON-CONFO MING ELIVE LES: If, instead of requiring immediate correction or removal and replacement af defective or non-conforming deliverables, the City prefers to accept it, the City inay 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 goad faith has reason to question the other party's intent to perform, demand may be made to the other party for written assurance af 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 perfarming in a manner that is in violatian 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 notifrcation, the 5upplier will cease all work until notified by the City that the vialation or unsafe condition has been carrected. 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 perfarm any of its material obligations under the Contract, (b} fails to provide adequate assurance of perfarmance under Paragraph 24, (c} becomes insalvent ar 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 af 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 ar 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 maximuin lawful rate. Additianally, in the event of a default by the Supplier, the City may remove the Supplier fram the City's vendor list for three (3) years and any Offer subrnitted by the Supplier may be disqualified for up to three (3} years. All rights and remedies under the Contract are cwnulative and are not exclusive of any other right ar 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 wark 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 availahle for such purpases, for all goods delivered and services performed and obligatians incurred prior to the date of termination in accordance with the terms hereof. 29. F UD: 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 P 5583 may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written natice to the Supplier if the City deems it is in its best interest. If such delay causes an increase in the cost af the work under the Contract, the City and the Supplier s11a11 negotiate an equitable adjustment far casts 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 (3Q) calendar days from the date of i•eceipt of the natice 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 pravision shall excuse the Supplier from delaying the delivery as natified. B. Neither party shall be liable for any default ar 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, savereign 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; pravided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasanably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. °'Indemnified Claims" shall include arly and al] claiins, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable casts 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, afficers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2} death, hodily 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 af defective or non-conforming deliverables, negligence, willful misconduct or a breach af any legally imposed strict liability standard. B. THE SUPPLIER SNALL DCTEND (AT THE OPTION OF THE CITY�� INDEMNIFY, AND HOLD THE CITYy ITS SUCCESSORS� ASSIGNS� OFFICCRS� EMPLOYEES AND �L�CTED OTTICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRCCTLY ARISING OUT OF, INCIDENT TO� CONCGRNING OR RESULTING FROM THC FAULT OF THE SUPPLIER, OR THE SUPPLIER�S AGENTS� EMPLOYEES OR SUBCONTRACTORS� [N THE PCRFORMANCE OF THE SUPPLIER'S OBLIGATIONS UNDER THC CONTRACT. NOTHING HCREIN SHALL BG DGEMED TO LIMIT THE RIGHTS OT THC CITY OR THE SUPPLIER (INCLUDINC, BUT NOT LIMITED TOy THG RIGHT TO SEEK CONTRIBUTION� AGAINST ANY THIRD PARTY WHO MAY BE LIABLG I'OR AN INDGMNITICD CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in the solicitation document. The successful frrm shall procure and maintain insurance of the types and in the minimum amounts acceptable ta the City af 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 amaunts 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 reyuired Certificate of Insurance may subject the Offer to disqualification fram consideration for award. The Supplier must also forward a Certificate af Insurance to the City whenever a previously identified policy period has expired, or an extension aption 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 af insurance by the City shall not relieve or decrease the liability of the Supplier hereunder and shall not be construed to be a limitation af liability on the part of the Supplier. iv. The Supplier must submit certificates af insurance to the City far all subcontractors priar to the RFP 5583 . . • . - . . -. � - - ,. - � � . . . �- , . �, -� , �. , - � - - - -.. - -, . �- - � . .. c. i ". , .... • 1 1 ;" ." ! � . • ��. � ��, � ' '��. � • . " ' ! _ .,.. •. '. ! � ' .: � [ . � ! ' .: #. # � '.. � ' �'�. ' . �' � �. 1 _ ' �. �. ��. _ � _ ' ' ' +, .. ' • " � '. '., ! .'., • ' ,. � ' � ! ��. �. � : � # ��. ��. �. City of Dentan Materials Management Department 901B Texas Street Denton, Texas 76269 vii. The "ather" insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that palicies required in the Contract, covering both the City and the Supplier, shall be cansidered 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 far any differences in amaunts specifed. If Excess Liability Insurance is provided, it shall fallow the farm of the primary caverage. 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 far deletion ar revisian or modificatian of particular policy terms, conditions, limitatians, 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 requireinents 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 decisians, the claims histary of the industry or financial candition of the insurance company as well as the Supplier. xi. The Supplier shall nat cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Cantract. xii. The Supplier shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibies or self-insured retentions shall be disclased an the Certificate of Insurance. xiii. The Supplier shall endeavar ta provide the City thirty (30} calendar days' written natice of erasion af the aggregate limits below occurrence lirnits for all applicahle coverage's indicated within the Contract. xiv. The insurance coverage's specified in within the solicitation and requirements are required minimums and are nat intended to limit the responsibility or liability of the Supplier. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitatian instrument. 33. CLAIMS: If any claim, demand, suit, ar 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 perfarm thereunder, the Supplier shall give written notice thereof to the City within ten (10) calendar days after receipt of natice by the Supplier. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the narnes 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 Dentan City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Dentan, Texas 76201. 34. NOTICES: Unless otherwise specified, all natices, P°equests, or other communications rec�uired 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 5ervice Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Rautine 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 attentian af the Purchasing Manager. . . . . 35. RIG TS TO ID, P OPOSAL AND CONT CTUAL ATERIAL: 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 clear(y marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Cade. 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 deliverables and (ii) the deliverables supplied by the Supplier in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind af 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 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 ar resulting fram: (i) any clarm that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicab(e, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii} the Supplier's breach of any of Supplier's representations or warranties stated in this Contract. In the event af 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 ca-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, ar delivery of such deliverables will not impact such warranties of Supplier. 37. CONFIDENTIALITY: In arder to provide the deliverables to the City, Supplier may require access to certain af the City's and/or its licensors' confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other informatian 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 Confidentia] 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 Confidentiaf Informatian in strict confidence and shall not disclose, disseminate, capy, divulge, recreate, or otherwise use the Confidential Information without the prior written cansent af 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, pravided 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 canfidentiality af the Confidential Inforrnation. 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 cantained in the deliverables, the Supplier agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Supplier agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees ta execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Supplier agrees that upon their creation, such deliverables shall be considered as wark 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 or joint ownership af any such deliverables arising by virtue of the City's sole or joint authorship of such deliverabies. 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 execute, acknowledge, and deliver an assignment to the City of} all warldwide right, title, and interest in and to such deliverables. With respect to such work inade-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 af such deliverables to the City ar at such other time as tl�e City may request. RFP 55$3 C. Additional Assignments. The Supplier f'urther 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 reasanably deem necessary in order to apply for and abtain copyright protectian, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in orde�° to assign and convey ta the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Supplier's obligations to execute, acknowledge, and deliver (or cause to be executed, acknawledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c, shall continue after the terminatian of this Contract with respect ta such deliverables. In the event the City should nat seek to obtain capyright protection, mask work registration ar patent protection far any of the deliverables, but should desire to keep the same secret, the Supplier agrees to treat the same as Canfidential Informatian under the terms of Paragraph 37 above. 39. PUBLICATIONS: AlI published material and written reports submitted under the Cantract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any forrn, the source shall be identified. 40. ADVERTISING: The Supplier shall not advertise ar publish, without the City's priar consent, the fact that the City has entered into the Cantract, 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 ta solicit or secure the Cantract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Supplier for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract withaut liability and to deduct from any amounts owed to the Supplie�°, or otherwise recover, the full amount of such commissian, percentage, brokerage ar contingent fee. 42. G TUITIES: The City may, by written notice to the Supplier, cancel the Contract without liability if it is determined by the City that gratuities were affered or given by the Supplier ar any agent ar representative of the Supplier to any officer or employee of the City af Denton with a view toward securing the Contract ar securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Supplier in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitatian 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 discipiinary action up to and including dismissal. Any violatian 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 be those of an independent supplier. The Supplier agrees and understands that the Contract does nat grant any rights ar privileges established far emplayees of the City of Denton, Texas far the purposes of income tax, withholding, sacial security taxes, vacation ar sick leave benefits, worker's compensation, or any other City employee benefit. The City shall not have supervision and control af the Supplier or any employee af 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 af the City af Denton, Texas, or his designee under this agreernent. 45. ASSIGN ENT- ELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Supplier and their respective successors and assigns, pravided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Supplier without the p'•ior written consent af the City. Any attempted assignment or delegation by the Supplier shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits an any person, firm or entity not a party hereto; it RFP 5583 being the intention of the parties that there are na third party beneficiaries to the Cantract. 46. WAIVER: No claim or right arising out of a breach of the Cantract can be discharged in whole ar 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 hy the aggrieved party. Na 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 af any rights or obligations under the Cantract, or an express or implied acceptance of any ather existing or future default or defaults, whether af a similar or different character. 47. ODIFICATIONS: 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, arder or other document shall have any farce ar effect to change the terms, covenants, and conditians of the Contract. 48. INTERPRETATION: The Cantract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of priar dealing between the parties or course of performance ar 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 provisians be construed in a manner to be fair to bath 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. ISPUTE ESOLUTION: 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 prahibit the filing of a lawsuit to toll the running of a statute of limitatians or to seek injunctive relief. Either party may make a written reyuest for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request ar such later periad as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decisian-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 belaw. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly ta 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 ta 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 ar a contract interpretation expert. If the parties fail ta 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 rnediation 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. JU IS ICTION 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 ar 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 foregaing, 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 provisian of the Contract shall in no way affect the validity or enforceability of any other portion or pravisian of the Contract. Any void provision shall be deemed severed fram 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 provisian that comes as close as possible to the intent of the stricken RFP 5583 pravision. The pravisions of this section shall nat prevent this entire Contract from being void shauld a provision which is the essence of the Cantract be determined to be void. � 1 � - • • + � �. - �. - -� � New Year's Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (abserved} 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 Haliday falls on Sunday, it will be observed on the following Monday. Normal hours of operatian shall be between 8:00 am and 4:00 pm, Manday 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 provisians of the Contract that impose continuing abligations on the parties, including but nat limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION O DE AR ENT CE TIFICATION: 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 Cantracts. By accepting a Contract with the City, the Vendar certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State af Texas, or the City of Dentan. 55. EQUAL OPPO TUNITY A. Equal Employment Oppartunity: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice. No persan 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 ta discrimination under any activities resulting from this RFQ. B. Americ$ns 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. BiJY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are app(icable, 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 acquisitian cost, including transportation costs to the place of incarporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or nat 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 casts as described in paragraph (1) of this definition, plus allocable averhead costs, but exciuding profit. Cost of companents does nat include any costs associated with the manufacture of the end product. iii. °°Domestic end product°° means- (1) An unmanufactured end product mined or praduced in the United States; ar I: ' :�'. (2) An end praduct manufactured in the Uniied 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. Camponents of foreign origin af the same class or kind as those that the agency determines are nat mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, callected, and prepared far processing in the United States is considered domestic. iv. "End product" means those articies, 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 praduct. vi. °°United States°' means the 50 States, the District af Columbia, and autlying areas. B. The Buy American Act (41 U.S.C. l0a - lOd) provides a preference for domestic end products for supplies acquired far use in the United States. C. The City daes not maintain a list of foreign articles that will be treated as damestic for this Contract; but will consider foi° approval foreign articles as domestic for this product if the articles are on a list approved by anothei° Governmental Agency. The Offeror shall submit documentatian 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 Salicitatian entitled "Buy American Act Certificate". 57. G T TO INFO ATION: The City af 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 af rejection of the submittal does not affect this right. 5$. 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 Provisian 5159a af "Vernon's Annotated Civil Statutes" of the State of Texas with respect to the payment of prevailing wage rates and prohibiting discrimination in the employment practices. http://www.access. �po.�ov/davisbacon/tx. html 60. CO PLIANCE WIT ALL STATE, FE E L, AN 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 an-site compliance with the Federal Tax Refarm Act of 1986, Sectian 1766, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Farm W-2's to cornmon law employees. Supplier is responsible far 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 liabie to Supplier or its employees for any Unemployment or Workers' Compensatian coverage, or federal or State withholding reyuirements. Supplier shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Supplier's omission ar breach of this Sectian. 62. RUG F E WO LACE: The supplier shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Pubiic Law 160-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.} and maintain a drug- free work environrnent; and the final rule, government-wide requirements far drug-free wark place (grants), issued by the Office of Management and Budget and the Depamnent 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. SUPPLIE LIA ILITY FO A AGE TO GOVE ENT P OPE TY: 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 cai�tage campany, in connection with any 1:7.'IlJi7r�t�t' •- � - � w - �• - � - ♦ �- t ' s •� �� . �� - - •:w ��.' *, � . , � - • !- - , � - ��', - . �- - s� � - '* r- w - �- - w � +' •- - - -� r *- � - � � s �- � r w �+' � � . � �.� • . - , � . M .� - � , - � -+ _- - a - � !- � ' - - - #... , � # _ .. �. � ' " +. � � " 1 " # ' ' " }.. , � 1 '�,. � � ' � . �.' # �. w R ' ' � ' ! � �.. ' 1 ��. ! �, #�� . � 1 ' . 1 . ' � �� . . + ,. , w, # , �. � " N . � �� • �. � .. �� .. ' " � ' � � � !�. � * � ' ' ' 1. � 1�� • 1'� . #'� ��. �. �'�. ��" N�. �' '.�: ' ..,,.* . ' * !.':�.� � i�.+,.. ' '.. . .��,..�" l.... ' '+ ��.�,. ' * �..." .. �� '1. " " ��.l., 1! . � " '• 4:.�: t . � ' �" 1" • .t'.�.. _ " � / ' ' + " � �".' � ' • �', ..' *, y # ' s : ! " � ' - � R � -� - �- � - a ♦ ' �- • y.. ', #.� a •. :' ' �' ' #, }' #,� : � " � ' ' •., � � .T ' w � w � 1 ' • � � � � r 1 " 1� �.' ' �. ;r. ' #, : �. ' . ' ' . ,� � � . , ' ' 1�....�. � .: . �' " �� . � . � Y , !�: ' . !�� . . " � ��.... y. ; � #' • F'' # " 1 . ' 1 �. � • ' 1 '.� t ' !. �. . � r� , �.., � _ r � . ' � . # � * ... ! � • : : y - � � #� ... # R . ! � ' �� : �. � #�� . �� ..� 1 !� ... � ' • �. �. ' � w ,.., - � ��. . ! r ... � �.; � � �. ! - ' ' ... �. �. , ��. . , � .. _ # #, .... M � '�, � �� •.... - . - ..: � 1 , � .. 1 #�..'. '. ... � ! # � � � � - . , � • i., ...' • � '.• # • ;. � *' f.. _ . # 1 , !� .. �� . •� . : � ' ' �.,. N '�. �. • " ': ! . • �� M � �� * ' ; �..' 1 �' �. . #�. � . � �: ��. " '... 1 " l . ' .. �. � 1 . #�� " .'�. M " � , • 1 � ��. ' f !. �� M w J. �:.. .. 1 " _ • � ♦ � e,. ' �.. w .. N�� . � s ' � '. : . + + " " ' i ... ♦ - ,... � � 1 1 , ," # ' �. �.' �. �,,. .... R��.'�, 1',., +.'..: " + .., ! ..� ! �. �`.. I�� -CONFLICT OF INTE ST QUESTIONNAI CONFLICT OF INTE ST QUESTIONNAI FO CIQ For vendor or other acr �E,� elv�rs� business with local�ti��rjx�yr�:�t�fi �`�t�t�: 9___ �.__.m.m - ... -_.� — - — _ — This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session, oFFiCE USE ONLY This questiotmaire is being filed in accordance with chapter 176 of the Local Government Code by a person r��c� ��;�et' who has a business relationship as defined by Section 176.001(1-a) with a local governrnental 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 fl business relationship with local governmental entity (�°� Check th(s box If you are flling an update to A prevlously filed quesNonnairc. ��.� (The ]aw requires that you file an updated completed questionnaire with the appropria4e filing authority not later than the 7��' business day after the �ii�at��; the ��;t��t��l�,� fils�i �uu��i�r��rrb�ia� becornes ��,c��d�l�lr� or �i�sr�e��r�� Name of local government officer wlth whom filer has an employment or buslness relatlonship. Name of Officer Thls sectlon, (Item 3 Including subparts A, B, C 8, D), must be completed for each offlcer with whom the filer has an employment or other buslness relatlonshlp as deflned by Sectlon 176.001(1-a), Local Governmen4 Code. Attach addltlonal pages io this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than Investmeni income, from the fller of the questlonnaire? � 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 offlcer named in thls section AND the taxable income is not received from the local governmental entity7 � Yes No C. Is the filer of this questlonnaire employed by a corporation or other business entity with respect to which the local government oiflcer serves as an officer or director, or holds an ownership of 10 percent or mare? � Yes � No D. Descrlbe each affiliatlon or buslness relationshlp, --�--_,. _�,w� .�.....�_�...A_. �_ �� _ �� . Slgnature of person doing business wlth the governmental Date RFP 5583 EXHIBIT D RFP 5583 - Evaluation Sheet for Electric Transmission Line Conductor Attachments and Pole Hardware Respondent Stuart C. Irby Principal Place of Business Ft. Worth, TX ESL Estimated Item # ANNUAL UOM Product Description Manufacturer/Model # Unit Price Delivery ARO qTy (weeks► � 45 �p JUMPER CLAMP, POST 1NSULATOR, AL, DBL l.d- HUBBELL 27172430d1 $ (42.20 8 I.4"D, FOR 2-HOLE BLADE, 18" SPACING 2 81 �p JUMPER CLAMP, POST 1NSULATOR, AL, DBL SEFCOR ASCAHV-35-5 $ f d0.70 5 1, f 08-1.196"D W/ 5" BC, 18" SPACING 3 36 EA JUMPER CLAMP, POST iNSULATOR, AL, SGL l.d- HUBBELL 976423002 5 93.Id 8 1.4"D, FOR 2-HOLE BLADE _ ___. _ _ _ __ CLAMP-CABLE TO INSULATOR SUPPORT, 0.522" 4 �g ��' 1.G32" DIA, I I/16" NOLES ON 5" BC W\ HUBBELL ASR20Q5 $ 58.9Q � 5 l8 EA ARMdR-GR1P SUSPENSION, 0.769" - Q.795" DIA, pREFORMED AGS-SI I S $ 49.7Q 6 CAfRO, AAAC 6 90d �p, ARMdR-GR1P SUSPENSION, I.d9l "-1.118" DIA, pREFORMED AGS-5130 $ 72.80 7 82" LG RODS, 200C RATING SPACER-CUSHION GRIP, 2-BUNDLE l8" 7 64d EA SPACING, i, t07"-1.146"D, 200C RATING P�EFORMED CGTS-dl I2HT $ 36.40 4 8 36 �p tiAMPER-STOCKBRIdGE VIBRATION, 959.6 HUBBELL 607ld-12 $ 35.10 8 ACSS/TW/HS BARE, .859-1.130"D CLAMP _ _ _ _ 9 48 EA DAMPER-SPIRAL VIBRATION, .327-.46t"D, 51" pREFORMED 5050104 $ 3.60 4 LONG (EHS) — 10 3GQ �p, �AMPER-SPTRAL VIBRATION, .564-J60"D, 66" pREFORMED SOSQIQ6 $ id.40 4 LONG (OPGW} l E 63d EA ANCHOR SHACKLE 7/8"WD, 3/4" PIN, 60K, GALV HUBBELL ASSOBNK � I 1.80 4 BNC 12 1,9d0 �q BN�HOR SHACKLB 7/8°°WD, 5/8" P1N, 30K, GALV yUBBELL AS25LBNK $ 5.20 4 03 12 �p CLEVIS-EYE, 7/8" WIDE CLEVIS, I-3/4" WIDE HUBBELL CAI6BNK $ 2G.6d 9 EYE, 5/8"D PIN, I l/16"D HdLE, BNC l4 G �.4 CLEVIS-SOCKET 7/8" WIDE 5/8"D PIN 3QK BNC HUBBELL SC3d-BNK $ 16.4Q 4 t5 300 EA LINK-CHA1N EYE3/4" 60K t"X3-1/2" OPENING HUBBELL LK60 $ IQ.SQ 4 l6 3d �A SOCKET-EYE l" WIDE EYE, I i/16"D HOLE 3dK HUBBELL SAId $ I2.10 � f7 �0 �A SOCKET-EYE I" WIDE EYE, 13/IG'D HOLE 3dK HUBBELL SA1013 $ 10.80 4 l8 132 EA SOCKET-EYE 1-3/4" WIDE EYE, I I/IG" HOLE 30K HUBBELL SA16 $ 13.00 ' 4 __ 19 g� �A Y-CLEViS BALL HOT LINE, 9-5/IG" LONG, 3/4"D HUBBELL HYBC30 $ 22.00 4 P1N, 3QK 20 264 EA Y-CLEVIS BALL, 3/4"D P1N, 3QK HUBBELL YBC30 $ ! 0.50 4 21 ' 900 gq Y-CLEVlS EYE, 9d DEG, I" WIDE EYE, 3/4" BOLT, yUBBELL YCSiQ9d $ 8.40 4 3QK GALV 22 18 EA ' Y-CLEVIS EYE, 0.751-I.005°°, ! Vf6" HOLE, 2QK PREFORMED YC-52d7 $ I5.10 4 23 8d0 E�. Y-CLEVIS SdCKET, 3/4"D P1N, 30K NU��ELL SYC30 $ 9.80 8 RFP 5583 EXHIBIT D RFP 5583 - Evaluation Sheet for Electric Transmission Line Conductor Attachments and Pole Hardware Respondent StUaYt C. Irby Principal Place of Business Ft. Worth, TX EST. Estimated Item # ANNUAL UOM Product Description Manufacturer/Model tl Unit Price Delivery ARO QTY (weeks) _ 24 3d0 EA 1'OKE PLATE, 3-POINT, 3/4" THK, 18"XS", (1}1- HUBBELL YPDSd18549-1 $ 34.2d 4 us° & (2} r-1�4°° xoLES, soK - 25 6 EA YOKE PLATE, 3-POINT, 5!8" THK, (8'°X6-1l4", (1) HUGHES AS2585Z '$ 7o.sa 8 1 °° & (2) 13l16'° HOLES, 40K Z6 ��Q �� YOKE PLATE, 4-POINT, 5/8" THK, 18"X6", (2} HUBBELL 976113002 '$ 75.30 9 11l16" & (2} 15(16" HOLES, 30K BANDING ADAPTER-POST INSULATOR, 5- 27 15 EA 1/2"X14", (2} 5!8"X6"LG BOLTS W/NUT, 12" ALUMA-FORM D-4d$d-BS2-6"BdLT $ 63.50 4 28 15 �� SUSPENSION CLAMP, AL 6.7Q-1.1$" 25K HUBBELL HAS118SBNK $ 48.10 9 W(SOCKET EYE (SA-10} BNC 29 I S EA WEIGHT-SOLBS, 1.168" DIA 795 D OR N H INDU5TRIES 5011 d8 $ 360.00 & EQUIV, 138KV 30 27 �A ANCHOR PLATE FOR 3(4" ANCHOR RdD, MACLEAN J352d - 3(4 $ 24.4d 4 GALVANIZED 31 27 EA ROD, ANCHOR, TWIN EYE, 3!4" X 8°°-d" MACLEAN J7528 $ 16.80 4 32 30 EA THIMBLE, CLEVIS MACLEAN FSA-$$A-5 $ 11.4d 8 RFP 5583 EXHIBIT D ,; , �. S�� 4 ,'} I�f t. dk 'J ` 7/1/14 Karen E. Smith, A.P.P Senior Buyer Cfty of Denton Materials Management 901B Texas Street Denton, TX 76209 „ � � �..-.J t � r � . 7125 Belton Street Fort Worth, TX 76118 817-284-0868 www.irby.com Subject: RFP-5583 RFP FOR THE SUPPLY OF ELECTRIC TRANSMISSION LINE CONDUCTOR ATTACHMENTS AND POLE HARDWARE FOR THE CITY OF DENTON Karen, Thank you for the invitation to participate in the subject RFP. Our response is enclosed. Exhibit 1 Price Sheet RFP 5583 Proposal Document Checklist Attachment A: Business Overview Attachment B & B-1: Exceptions Attachment D: References Attachment E: Conflict of interest Attachment F: Acknowledgement Exhibit 2: Irby Proposal Supplement We look forward to your response. Sincer�ly, �� r,,.� Russell �,�w� : s ��rn�s irb�.��rn Fax 817-284-7743 Dlvlslan of ��..��ar RFP 5583 . �. . . .,. ; � ' � 1" ,;. , � �. 1. Contractor Legal Name (for contracting purposes): I RBY 2. Subsidiary of: Sonepar 3. Organization Class (circle): ' • •a � r .. .. , . .,.. . .. 4. Tax Payer ID#: 1640179Q205 5. Date Established: 1927 6. Historically Underutilized Business: No 7. Does your company have an established physical presence in the State of Texas, or the City of Denton? Yes or No, in which? . . 8. Please provide a detailed listing of all products and/or services that your company provides, - _• ' •�• �� 9. Has your cornpany filed or been named in any litigation involving your company and the Owner on a contract within the last five years under your current cornpany name or any other cornpany name? If so provide details of the issues and resolution if available. Include lawsuits where Owner was involved. � . � : - ' • •�• 10. 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 why7 Give name and telephone number of Owner. No, N/A- This is for Services Provided 11. 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 . . , : ! . . ,� , �; 7 ! Any exceptions taken to this solicitation must be itemized on the lines below. Additional pages may be added as needed. If there are no exceptions, please sign where indicated at the bottom of the page. Item # Description -- ' _' - : . ''• -—� !� � _ � :•' • ' ' � ..• . � • � �� . ��, � • : • • �w ! �:: C 't� ! .I � � � . •�.� • ��l� !. �� w^°y�pw.� .- ,. . ..... .........� -.,"------ -------. �s`�� a�� \ ti.J 1 . . « _-.. ... _ .�., ,_ � . ,..... ..�_. ��71t1 ic�Xt� No Exceptiona taken to this solicitation. Signature . � Company --....�m��..,��.. ......,.. Date � EXHIBIT D �� F�� T`� ��r�; �� .,��s �� a�� ,��4 � �� . ��:�.��s ��; ��k �g�:,��:�"�.�u �r� ��`,��,��, �,..�� °�x="��;`�� ;'�� .�y��;��._. �.�.�`�"�"�;�� '�� s„��'��:��w��.�� a x � � �� a�� g�, �f 0 �� 6 '' ��r �� ^ >.�t �p � �g g q 4 s s :�?��.i'�v�u'w.,rC��. ��a�.,� �..� �a� �3.�,.a $�i.� $�c.st.�. d��.¢_S ��.k,s�� a. �S�S§„��& u'�o �:..�:��'y .:�,e'�.��,L,.d�..E, c;�.��,�A."a..�P�.tS� ��.�k�"��`��,�f.�.1��4 �:��4,„r '.a Y i { � . . , w��.;,�,�,c.,��4.��4,;-. �;ii ��r'�,r.�.��w��i.� ��.,�i �..Y��'�j�,.. Section I — General 3. Contract Term (Paragraph 2) 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. 5. Price Adjustments (Paragraph 1) Prices quoted for the commodities or services described in the RFP must be fum 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. 11. Cooperative Purchasing/Piggyback Option (Paragraph 1) The contract resulting from this solicitation will be available for use by all governmental entities within a 75 mile radius of Contractor's base location associated to the specifc solicitation, 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 (Paragraph 3) After award, and unless noted in the original solicitation response, a service fee in the amount of 2% of the dollar amount of all issued purchase orders generated from use of this contract. The contractor further agrees to remit the service fee by check on a quarterly basis for the previous quarter spent through this contract, to Julia Klinck, Purchasing Coordinator at 901B Texas Street, Denton, TX 76209, on or by the Fifteen day of each month, following the end of the quarter. The Contractor shall also provided quarterly sales reports from the contract awards and Purchase Orders issued from the Contract, for the purpose of billing and collecting the service fee, and for compiling required purchasing history. This report shall be sent to ��h�s° .�ity�fdent��. on or by the tenth day of each month. The Contractor further agrees that the City of Denton shall have the right, upon reasonable written notice, to review the Contractor's records pertaining to purchases under this awarded contract to verify the accuracy of service fees charged to the Contractor. 16. Shipping, Delivery and Packaging Deliverv Delavs _.uu�sa,�} Yt4;�s '� �_ �.4;�'��war�,l..°3-jr6 j�Ct�,�3� �,.-�C.._. .,ti.&�.:�a�� w Amk.,,°��:�D,i.�,?l:: RFP 5583 . .. . ! 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) ar failure to meet specifications authorizes the Customer to purchase goods and associated fulfillment services of this RFP elsewhere and charge any increased costs for the goods, includ'ang cost of resoliciting, to the Contractor. Failure to pay a damage assessment is cause for Contract cancellation and/or removal of the Respondent from the Ciiy's authorized list of suppliers. Restocking Fee The Customer may request that a Contractor accept return of inerchandise already delivered or that a Contractar cancel an order prior to delivery. If the return is reyuired through no fault of the Contraetor, the Contractor may request a reasanable restacking charge. 19. Performance Liquidated Damages (Paragraph 2) 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 supplier 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 montl,ly profit margin. 20. Warranties The contractor shall provide a warranty that is standard in the industry, which is a"pass through" warra.gity condition for tlus 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. Section VI - Standard Purchase Terms and Conditions (Opening Paragraph 1) These standard Terans and Conditions and the Terms and Conditions, Speciiications, Drawings and other requirements included in the City of Denton's solicitation are applicable to Contracts/Purchase Orders issued by the City af 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 Pi•ocu�•ement Department and the Supplier. No Terms and Conditions contained in the Sellers Proposal response, Invoice or Statement shall serve ta modify the terms set forth herein unless noted as Special Conditions, which have been mutually agreed upon.. If there is a conflfct between the provisions on the face of the Contract/Purchase Order these written provisions and attachments will take precedence. 6. DELIVERY TE S AND TRANSPORTATION C GES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Cond'ations. Unless otherwise stated in the Offer, the Contractor's price shall be deemed to include all delivery and transpartation charges. In the event shipping charges are applicable, the City shall have the right to designate what method af transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 17. RIGHT TO AUDIT � r s .�. � . .�� .� , + � . . . . - .. . � A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Cantractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Furthermare, the Contractor, to the best of its ability, also require all 3ubcontractors, 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 dacuments. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater, If an overpayrnent of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice, 19. WA TY - PRICE B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. 20. W TY — TITLE The Contractor represents within reasonable expectation that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and elear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. W NTY — DELNER.ABLES The Contractor represents within reasonable expectation that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the ter,ms, covenants and conditions of the Contract, and to sll applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. C. Unless otherwise specified in the Contract, the warranty period shall be one year from the date of delivery of the deliverables, from the date of acceptance of any replacement deliverables, or as a term stated by the corresponding manufacturer. If during the warranty period, ane or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non- confarming deliverables, ar replace the non-conforming deliverables with fully conforming deliverables, at the City's option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and slaipping costs shall be barne exclusively by the Contractor, The City shall endeavor to give the Cantractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty. 27. TE INATION 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 suf�cient to prove to the other party reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the non-defaulting party shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the non-defaulting as a result of the defaulting party's default, including, without limitation, cost of cover, reasonable attorneys' Attachment B-1: Mutually Agreed Upon Terms and Conditions :��:�� - . ■ . �, fees, court costs, and prejudgment and post judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City's vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TE INATION WITHOUT CAUSE The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days' prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor to the extent Appropriated or othervvise 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. 38. OWNERSHIP AND USE OF DELIVERABLES: A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor, to the best of its ability and in working with the corresponding manufacturer(s), disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to speciiic inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor, to the best of its ability and in working with conesponding manufacturer(s), that such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City's sole or joint ownership of any such deliverables arisir�� by virtue of the City's sole or joint autho�•ship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor, to the best of its ability and with correspanding manufacturer(s), assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of title, and interest in and to such delivert�bles. With respect to such work made-for-hire, the Contractor, to the best of its ability and with corresponding manufttcturer(s), execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work-made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. Furthermore, the Contractor, to the best of its ability and with corresponding manufacturer(s), if applicable, cause each af 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 registr�tii�� racV�r�' ��z'c�t�ction, letters patent, or any similar rights in any and all countries and in order to assign �ncl �cr��ve� �� i:�� {"ity, its successors, assigns and nominees, the sole and exclusive right, title, and interesL br� ��c� tc� �1�� iiverables. The Contractor's obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c, shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. , .# .. � . . ; • � . 67. RECORDS RETENTION The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of two (2) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Anditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. . � ' � � 1 . � 1 1 il ' � ' i' � ' Supplier shall provide products or services in accordance with the Supplier's proposal in response thereto, a copy of which is attached hereto and incorporated herein for all purposes as Exhibit "D°°. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Proposal Exceptions (Attachment D) (b) Request for Proposal (RFP # � (c) City of Denton Standard Terms and Conditions (Extiibit "A" as accepted) (d) Special Terms and Conditions (Exhibit "B") (e) Forna CIQ — Conflict of interest Questionnaire (Exhibit "C°°). (fl 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 as noted above. �, . �� (Paragraph 9) Should a conflict arise between the PO, supplier terms, or contract; the terms and conditions set forth in this RFP shall prevail, except for Seller's written exceptions given herein. /.,. ., .. • .: �, � t . .�: * / � ' :�. R R ! i .. ! ��.:�.� � �. \ . � . - _ + � . . Please list three (3) Utility 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: ' 1 ,� * ' ' � � LOCATION; GARLAND. TX CONTACT PERSON AND TITLE; GARYHOLCOLMB --PURCHASING SUPERVISOR TELEPHONE N[JMBER:972-205-2425 SCOPE OF WO � MULTIOPLE CONTRACTS CONT CT PERIOD: I' . �; � � ! . . . / r - � / � � i; , � � *•� ! ' ' .i f •I J' I' • . �, • ; r ; •' i •' •' ' • • ! , . . y ,; . � .. , , �, • . , • • . � • : � ��l : ��- �� .. � . �r - : : ! . . � 1 1 . The undersigned agrees this submission becames the property of the City of Denton after the offcial opening. The undersigned affirms he has farniliarized himself with the specification, drawings, exhibits and other documents; the local conditians under which the work is to be performed; satis�'ied himself of tlae conditions of delivery, handling and storage of materials and equipment; and all other matters that will be required for the wark before submitting a response. The undersigned agrees, if this submission is accepted, to furnish any and ali items/services upon which prices are affered, at the price(s) and upon the terms and canditions cantained in the specification. The periad for acceptance af this submission will be 120 calendar days unless a different periad is noted, The undersigned af�rms lhal they are duly autl�orized to execute this contract, that this submissian has not been prepared in collusion with any other respondent, nor any employee of the City of Denton, and that the contents of this submission have not been cammunicated to any other respondent or to any employee of the City of Denton prior to the acceptance of thrs submissian, Respondent hereby assigns ta the City any and all clsians for overcharges associated with this contract which arise under the antitrust laws of the United States, 15 USCA Section 1 et se ., and which arise under the antitrust laws of the State of Texas, Tex. Bus. & Com. Cade, Section 15.O1, et s. The undersigned affirms that they have read and do understand the specificatians, aIl exhibits and attachments contained in this solicitation package. The undersigned agrees that the solicitation package posted on the website are the official specifications and shall not alter the electronic copy of the specifications and/or prioing sheet (Exhibit 1), without clearly identifying changes, The undersigated understands they will be responsible for monitoring the City of Denton Purchasing Website at: httu•//www citvofdenton.com/index.aspx?na�e=397 to ensure they have downloaded and signed all addendum(s) required for submission with their response. I certify thaY I have made no willful misrepresentations 1T1 4f11S SUbTI]%SSIOri, nor have 1 withheld information in my staternents and answers to questions, I am aware that the iuformation given by me in this submission will be investigated, with my full permission, and that any misrepresentatians or ornissions may cause my submission to be rejected. Acknowledge receipt of fallowing addenda to the solicitation: Addendum No 1 Dated Received � �..,.�� ,.... � �.,� Addendum No 2 Dated Received _� ..._ __ . Addendum No 3 Dated a Received � y NAME AND ADDRESS OF COMPANY: �tt.!'T1��.C�'.�C'" t� It:� 1`��'�� "l',�TIVE: � �a y Signature _ _.�� _ � w. ____ 7125 Belton �t��c�t Date ��_..,.... —.� � T:ry�� i�`c�rti�., TX 76l l 8 Tel. No. 817-�� 1-4011 Email. iames("7a,irbv.�:t�r�i . ' . , Name Rucsell ,1�na�s _ �._. Title Sales Fax No. 817-284-7743 RFP 5583 EXHIBIT D CCCC . �� 114 �� 3 «< ' :. "��(I� I�i�r�� ;;�� _ �� r,�� Exhibit 2 • ' ••• . •• - . ,,. � , City of Denton, Texas Presented by: Irby Utilities 7125 Beltan Street Ft. Worth, Texas 76118 Russell James (817) 321-4011 Chance Anderson (972 j 898-6005 � ��h�� t ��.��. EXHIBIT D t�,z� �� ' �u��4��1�''��1��1 f�fs�`��r�� `�� , �,�?�t`1�ttl�, Z%�{i�t�1° ,. ,., :;, s19 „i. r fl1��„ ( � �� 1 i � ': �.. •, i ;... � ,�� / � � � � �.� �� I�by Utilities is pleased to present our proposal for the fulfillment of materials to the City of Denton. As one the leading utility seroice suppliers in the United States and being the leading Utility supply arm for Sonepar US, Irby has assembled a proposal that offers the City of Denton the industry leading expertise in utility and integrated supply programs. 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 con�dence 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.OB 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. The business platform presented through Irby and Sonepar affords the City of Denton the strong benefit of extensive Utility and MRO product Ilnes, manufacturer relationships and technical product expertise within a proven financial strength to provide the City of Denton the opportunity to develop and negotiate the Lowest Total Cost of Ownership possible. Our positioning of service facilities and f�nancial support create a program that is both scalable and flexible to meet the volatile fluctuations of our global economy today. In looking over the next 5 to 7 years, the strategic vision for Sonepar is to aggressively advance positive organic growth while continuing internal investment, expanding major customer relationships and acquisitions for the entire organization. Based on this statement, we see no significant events (i.e., company sale, company restructure, etc.) during this time period that should cause any concern to the City of Denton entering Into an agreement Irby/Sonepar, both from a stabtlity and financial perspective. For further information: } Sonepar is the largest electric wholesale distribution company tn the world Website: www.so�enar.com • Sonepar's North America region is the largest electric distributlon company for this geo�raphy ,�u��a�t 1, 2�Y7 t .=uF; �� r,.� _� ...... �cag� 2 },:,,: RFP 5583 EXHIBIT D Website: www.soneqar-us.com • Irby Is one of the top three largest utility distributors in the United States Website: www.irbv.com Proposal Conditions and Components As noted in the RFP documents, The City of Denton will evaluate the Proposal submission in accordance with the selection criteria and will rank the Firms on the basfs of the submittals. The City of Denton, reserves the right to consider information obtained in addition to the data submitted in the Proposal. The selection criterion is listed below: a) Indicators of Probable Performance under contract (FACTOR: 10`Yo). 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: 10%�. The delivery time frame for goods after receipt of order (A.R.0) t) Price, Total Cost of Ownership (FACTOR: 809'0). The price of the items, to include total cost of ownership, such as installation costs, life cycle costs, and warranty provisions. Irby's proposal includes providing transactional ful�llment of any and all items awarded from this RFP event. For the initial outllne of our proposal response, we want to comment on the award criteria components: A. Irby has been a solid supplier to the City of Denton, consistently providing prompt and accurate correspondence and response, followed by consistent fulfillment of required needs. Irby has the sales, operational and financial capacity to meet and exceed the objectives required by the City of Denton for this initiative. B, Irby intends to put in place fulfillment mechanisms and customer discrete inventory positions allowing delivery of goods to meet or exceed the expectations of the City of Denton. We are initially proposing a delivery schedule of every two weeks or delivery on an "order as needed" release basis with a one week delivery from time of order receipt and confirmation. C. Pricing supplied for this initiative includes material cost, standard delivery costs from Irby to the City of Denton an scheduled delivery time frames, manufacturer's standard warranty conditions and Irby overhead (inclusive of Irby inventory investment costs) and profit. Activities that are included for this initiative for the City of Denton and its quoted participating members are as follows: ,� � RFP 5583 . , . ,, ��,. EXHIBIT D • Strategic vendor sourcing and procurement of BOM content • Inbound logistics schedule management and vendor order expediting • Receive and manage inventory in Irby Ft Worth operating facility • Outbound logistics to City of Denton's warehouse/distribution center on a scheduled format • Establish "safety stock" position with selected manufacturer(s) • Provide investment and activity reporting as needed for this initiative. Additional information on this topic is shown within this proposal document. � Based on scope of award, Irby is willing to investigate establishing a volume rebate program with the City of Denton that could potentially incorporate value for all purchases. Order Processina Irby suggests that orders be processed for this initiative through established account processes and procedures. Separate administrative tools and reporting can be established for City of Denton, based on the account activity, for use in their oversight responsibilities for its members. limltations on Product/Llne Avaflabilitv Irby represents the industry's leading manufacturers across its utility, industrial and commercial business sectors. The performance history with our vendor relationships are typically some of the strongest out key vendors hold in the US marketplace. As is with many contractual or alliance styled relationships in place, special territory and price parameters are usually in place with various vendors. Our experience, including this initiative, is that manufacturers do not always release proprietary customer pricing (efther correct/competitive or at all) due to a number of reasons. As we have successfully done with other utility initiatives, Irby is willing to negotiate transition parameters and financial conditions that would allow the movement of incumbent preferences to establish a new contractual arrangement. Our experience has been that most all inherent programs move with the announcement of award, which with change allows a window for re-leveraging first cost by Irby or in a tri-lateral manner. Business Terms Proposed are follows: Pavment Terms: Net 30 days from invoice , ,, � RFP 5583 ��-,