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2014-233ORDINANCE NO. 2014-233 AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR ELECTRIC TRANSMISSION L1NE COMPRESSION FITTINGS FOR DENTON MUNICIPAL ELECTRIC; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 5582-AWARDED TO TECHLINE,INC.1N THE THREE (3) YEAR NOT-TO-EXCEED AMOUNT OF $410,000). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for the supply of transmission line compression fittings 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 5582 Techline, Inc. $410,000 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 5582 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the �� '`;�°� day of �.�' �`,� „� , 2014. � �.� ti�� t � +�` ITt.I .. tt'�'I"1'`�, �v�.�4. 4 �R ATTEST: JENNIFER WALTERS, CITY SECRETARY ANITA BURGESS, CITY ATTORNEY � , :� a� �� BY: �r° �� `'�.� ��°� �� . , � �».� � . ,� � �N . _ 1 ' � ; � I; i 1 1 1 1 1 . � ,, .. ,� � � `�'�I.� C`,��'�'��,C`� i� �a�t�� <��cl �:z��r��l it�t� tlri� _�� , fa�, � C A.D., 2014, by and between Techline, Inc a corporation, whose �c��ii•��; i� ��C� l�',�'�a �ir� �t[�ct_ 1��`i. Worth. TX 76119. hereinafter referred to as "Supplier," and the CITY OF DENTON, TE S, 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: 1;' 1; ' _ Supplier shall provide products in accordance with the City's RFP # 5582 Suppl�f Electric Utilitv Transmission Line Compression Fittin�s, a copy of which is on file at the office of Purchasing Agent and incorporated herein . 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 RPP 5582 (on file at the office of the Pnrchasing Agent) (c) Standard Terms and Conditions (Exhibit "B") (d) Form CIQ — Conflict of Interest Questionnaire (Exhibit "C"). (e) Supplier's Proposal. (Exhibit "D"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as 66Contract Documents." RFP 55$2 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. ATTEST: JENNIFER WALTERS, CITY SECRETARY i3 Y : �,:�,.�.�� , � � � � ....� � . � , �. l. I: � R� �� . • �.. B I. m�,.,, ,„ V"' ��..°^^^ �.,,.. W � 1� R' �... :1�� . ��. � .� SUPPLIER �-�� ,�° �- r BY: ,��,�s��``� � � � �� ,� m..... Ai.1�I��-fC)��li'�:1=� SIGNATURE Date: � . ol ____..___� Name: ��" � � ..__ Title; � � � �1�� ; y � . • :'. �� .��, FAX NUMBER CITY OF DENTON, "T" �;� a� - •�, �,,� ��'~� -�,, �� Y� �- y ..�-u BY: � �.- r� �,,, � n� w.�µ.._� ._._ _ � �.,� t_�1�.�I�C� ? C. �1i�1;131°�lv[.., CITY MANAGER� ,�, � - � Date: �' ,r r � � �� `�� d �. � Exhibit A Special Terms and Conditrons 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 Durin� Contract Term The supplier shall not change specifications during the contract term without prior approval. Any deviation in the specifications or change in the product must be approved in advance by the City af Denton. Notice of a change shall be submitted in writing to dentonpurchasin�(c�citvofidenton.com, with the above file number in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be returned at the supplier's expense. Products that have been installed will be replaced at the supplier's expense. Authorized Distributor The supplier shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be authorized to sell to the City of Denton, and make available the manufacturer's representative as needed by the City. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies tl�e other prior to the scheduled renewal date. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6} months. Price Escalation and De-escalation Prices quoted for the commodities must be firm for a period of one year from date of contract award. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) for other electrical equipment manufacturing (PCU33593359). The price will be increased or decreased based upon the annual percentage change in the PPI. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. Should the PPI change exceed a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the PPI change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. RFP 5582 Total Contract Amount The contract total shall not exceed $410,000. Pricing shall be per Exhibit D attached. Delivery Lead Time Product or services shall be delivered to the City per the days/weeks noted in Exhibit D after receipt of the order. Cooperative Purchasin�/Pig�yback Optfon Supplier has taken exceptian to the original RFP terms regarding Coaperative Purchasing/Piggyback option. Supplier will only allow other governmental entities to purchase material on RFP 5582 if a) the governmental entity is located with Techline-Fort Worth's authorized sales area b) all terms (price, lead time, payment, minimum order quantities, minimum order amount) must be met. Performance Liquidated Dama�es - FP 5582- Exhibit 2, Section 18 Performance liquidated damages shall not exceed 3% of the total contract value. . . . . I . � � : � 1• � , � , � '' , . . . , � : � + � These standard Terms and Conditions and the Terrns and Conditions, Specifications, Drawings and other requirements included in the City of Denton's solicitation are applicable to Contracts/Purchase Orders issued by the City of Dentan hereinafter referred to as tl�e City or Buyer and the Seller herein after referred to as the Supplier. Any deviations must be in writing and signed by a representative of the City's Procurement Department and the Supplier. No Terms and Conditions contained in the Supplier's Propasa] response, Invoice or Statement shall serve to modify the terms set farth herein. lf there is a conflict between the provisions on the face of the Cantract/Purchase Order these written provisions will take precedence. By submitting an Offer in response to the Solicitation, the Supplier agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a Solicitation to purchase Goods, and Sections 9, 10, ] 1 and 22 shall apply only to a Solicitation to purchase Services to be performed principally at the City's premises or on public riglits-of-way. 1. SUPPLIER'S OBLIGATIONS. The Supplier shall fu((y and timely provide all deliverables described in the Solicitation and in the Supplier's Offer in strict accardance with the terms, cavenants, and conditians of the Cantract and all applicable Federai, State, and local (aws, rules, and regulatians. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitatian, this Contract shall be effective as of' the date the contract is signed by the City, and shall continue in effect untii all abligatians are performed in accardance with the Contract. 3. SUP LIE T PAC GE ELIVE LES: The Supptier will package deliverables in accordance with goad cammercial practice and sha11 include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Speceficatians or Supplemental Te'°ms and Canditions, each shipping container shall be cleariy and permanently marked as follaws: (a} The Supplier's name and address, (b} the City's name, address and purchase arder or purchase release number and the price agreement number if applicable, (c} Conta'rner number and total number af containers, e.g. bax 1 of 4 baxes, and (d} the namber of the container bearing the packing list. The Supplier shall bear cost of packaging. Deliverables shal! be suitably packed to secure Iawest transportation costs and to canform to all the requirements of cammon carriers and any applicable specificatian. The City's count ar weight shall be final and conclusive on shipments not accompanied by packing (lsts. 4. SHTPMENT UNDER RESERVATION PROHIBITED: The Supplier is nat authorized to ship the deliverables under reservation and na tender of a biIl af lading will operate as a tender of detiverables. 5. TTTLE & RISK OF LOSS: Title ta and risk of loss of the deliverables shall pass to the City anly when the City actually receives and accepts the deliverables. 6. LIV Y TE S AN T NS TATI N C A G S: Delivei°ables shai[ be shipped F.O.B. paint 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 char•ges. The City shalf have the right ta designate what method af transpartatian shall be used ta ship the deliverables. The place af delivery shall be that set farth the pui°chase orde`°. 7. IiIGHT OF INSPECTION AND FdEJECTION: The City expressly ceserves all rights under law, including, but not limited ta the Unif'orm Commercial Cade, ta inspect the deliverables at deliveiy before accepting lhem, and to reject defective or non-confarming deliverables. If the City has the right to inspect the Supplier's, or the Supplie�•'s Subcantractoi's, facitities, or the deliverables at the Supplier's, or the Supplier's Subcontractar's, pr•emises, the Supplier shall fur•nish, ar cause ta be furnished, withaut additiona! charge, all reasonab(e facilities and assistance ta the City to facilitate such inspectian. RFP 5582 8. N E LACE ENT F EFECT E TEN E:�very tender o�° delivery af deliver°ables must fuily comply with all provisions af the Contract as to time af delivery, quality, and quantity. Any nan-camplying tender shall constitute a breach and the Supplier shall not have the right to substitute a conforming tender; provided, where the time for perfarmance 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 allatted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Supplier access to the sites where the Supplier is to perform the services as required in arder for the Supplier ta perform the services in a timely and efficient manner, in accardance with and subject to the applicable security laws, rules, and regutations. The Supplier acknowledges that it has satisfied itself as ta the nature of the City's service requirements and specifications, the location and essential characteristics of the wark sites, the quality and quantity of materials, equipment, laboc and facilities necessary to perfarm the services, and any other candition or state of fact which could in any way affect performance af the Supplier's obligations under the conb°act. The Supplier hereby i°eleases and holds the City harmless from and against any liability ar claim for damages of any kind or nature if the actual site or service conditians differ fr°am expected canditions. r a. �° c� A. The Supplier shall employ anly orderly and campetent wa�°kers, skilled in the perfarmance af the services which they wiil perform under the Contract. B. The Sapplier, its employees, subcantractors, and subcantr°actor's employees cnay not while engaged :n participating or respanding to a salicitatian or while in the caurse and scape af delivering gaads or services under a City of Denton cantract ar on the City's praperty . 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 passess alcohalic o'° ather intaxicating beverages, illegal drugs or contralled substances, nai° may such workers be intaxicated, or under• the influence of alcohal or drugs, on the job. C. If the City ar the City's representative notifies the Supplier that any worker is incompetent, disorderly ar disobedient, has knawingly ar repeatedly violated safety regulatians, has possessed any firearms, or has possessed or was under the influence of alcahol or drugs on the job, the Supplier shai! immediately remave such worker from Contract services, and may not emptoy such warker again an Contract services withaut the City's priar written consent. I igration: The Supplier represents and warrants that it sha[( comply with the requirements of the Immigration Reform and Cantrol Act af 1986 and 1990 regarding emptoyment verification and retentian of verifcation forms far any individuals hired an or after November 6, 1986, who will perfarm any labar ar services under• the Cantract and the Illegal Immigration Reform and Immigrant Respansibility Act of 1996 ("IIRIRA} enacted an Septembei• 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Supplier, it's Subcantractors, and their respective empEoyees, shall camply fully with a[I applicable federal, state, and Eocal health, safety, and environmental laws, ordinances, rules and regulatians in the performance af the services, inclading but nat limited to those prarnulgated by the City and by the Occupationa! Safety and Health Administration (OSHA}. In case of conflict, the most stringent safety requirement shall govern. The Supplier shalC indemnify and hold the City harmless fi•om and against all claims, demands, suits, 7CYEOIIS, judgments, fines, penalties and liability of every kind arising fr•am the breach of the Supplier's abligatians under this paragraph. Enveronmental Protection: The supplier shall be in compliance with all applicable standards, orders, or i•egulatians issued pursuant to the mandates of the Clean Air Act (42 U.S.C. ti7401 et seg.} and the Federal Water Pa(lutian Control Act, as amended, (33 U.S.C. §1251 et seq.}. 12. INVOICES: A. The Supplier shall submit separate invaices in duplicate on each purchase order or purchase release after each detivery. If partial shipments ar deliver•ies are autharizecf by the City, a separate invoice must be sent fai• each shipment ar delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department's Name, and the na e of the point of contact for the epart ent. Invoices shall be itemized and transpoe°tation RFP 5582 charges, if any, shall be listed separateiy. A capy af the bill of Iadfng and the freight waybill, when applicable, shall be attached to the invoice. The Supptier's name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the infarmatian in the Vendor's registration with the City. Unless athei°wise instructed in writing, the City may rely on the remittance address specified on the Supptier's invaice. C. Invoices for labar shall include a copy of all time-sheets with t�°ade labor rate and deliverables order number clear•ly identified. Invoices shall also include a tabulation af work-hours at the appi•apriate rates and grauped by work arder number. Time billed far Iaboi• shall be limited ta hours actually worked at the wark site. D. Unless otherwise expressly authorized in the Cantract, the Supplier• shall pass thraugh ali Subcantract and other autharized expenses at actuaE cost withaut markup. E. Federal excise taxes, State taxes, or City sales taxes rnust nat be included in the invaiced amount. The City will farnish a tax exemption certificate upon request. 13. PAYMENT: A. All p�°oper invoices need to be sent ta Accounts Payable. Appraved invaices will be paid within thirty (30) calendar days of the City's receipt af the deliverables or af the invaice being received in Accaunts Payable, whichever is later. B. If pay ent is not ti ely ade, (per paragraph A); interest s all accrue oa the unpaid balance at t e lesser of the rate specifie in Texas Govern ent Cade Section 2251.025 or the axi um lawful rate; except, if pay eot is not ti ely ade for a reason far which t e City ay with old pay ent hereunder, interest shall not accrue until ten (10) ca[endar days after the grounds for withholding pay ent have been resolved. C. If partial shipments o�• deliveries at°e authorized by the City, the Supplier will be paid far the partial shipment or delivery, as stated above, provided that the invaice matches the shipment or detivery. D. The City may withhald or set off the entire payment or part af any payment atherwise due the Supplier ta such extent as may be necessary an accaunt of: i. delivery of defective or non-canforming deliverables by the Supplier; ii. third party claims, which are nat covered by the insurance which the Supplier is required to pr•ovide, are filed or reasanable evidence indicating prabable filing of such claims; iii. failure of the Supplier to pay Subcontractors, ar far labor, materials ar equipment; iv. damage ta the property af the City ar the City's agents, ernployees ar suppliers, which is not cavered by insurance required to he provided by the Supplier; v. reasonable evidence that the Supplier's obligations wi(1 nat be completed within the time specified in the Cantract, and that the unpaid balance wauId nat be adequate to cover actua! or liquidated damages for the anticipated delay; vi. failu�°e af the Suppliee• to submit praper invoices w[th purchase order number, wath atl required attachrnents and supporting docurnentatFan; or° vii. failure ofthe Supplier ta camply with any matei°ial provision afthe Contract Dacuments. E. Natice is hereby given that any awarded firm wha is in arrears to the City of Denton for• delinquent taxes, the City may offset indebtedness owed the City thraugh payment withho[ding. F. Payment will be made by check unless the parties mutually agree ta payment by credit card ar electronic transfer af funds. The Supplier agrees that there shall be no additianal charges, surchatges, or penalties to the City for payments made by credit card ar electronic funds transfer. G. The awarding or cantinuation of this contract is dependent upon the availability of funding. The City's payment ob(igations are payable only and salely fram funds Apprapriated and available for this cantract The absence of Appropriated or ather lawfully available funds shall render the Contract null and vaid to the extent funds are nat Appi•opriated ar available and any deliverables delivered but unpaid shall be returned ta the SuppIier. The City shall pravide the Supplier written notice af the failure af the City ta make an adequate Appr•apriatian far any fiscal year ta pay the amaunts due under the Contract, crr the reduction of any Apprapriation to an amount insuffcient to permit the City to pay its abligations under° the Contract. In the event of none ar inadequate apprapriatian af funds, there will be na penalty nor remaval fees charged ta the City. 14. TRAVEL EXPENSES: AIl travel, lodging and per diem expenses in cannection with the Contract shall be paid by the Supplier, unless otherwise stated in the contract terms. i�y�.r_��'�►Tii�IIY Illl`117l1�Cli.y��l/Y�G . . + A. If a DBElMBElWBE Pragrarn Plan is agreed to and the Supplier has identified Subcontractors, the Supp[ie'° is required ta submit a Cantract Close-Out MSElWBE Cornpliance Report to the Purchasing Manager no later than the I Sth calendar day after completion af all work under the contract. Final payment, retainage, or bath may be withheld if the Supplier rs not in campl°rance with the requrr°ements as accepted by the City. B. The making and acceptance of final payment wrll canstitute: i. a waiver of aEl claims by the City against the Supplier, except claims (1} which have been previously asserted in writing and not yet settCed, (2} arising from defective work appearing after flnal inspection, (3} arising from failure of the Supplier to comply with the Contract or the terms af any warranty specified herein, (4} arising fram the Supplier's cantinuing obligations under the Contract, including but not limited to indemnity and warranty obligations, ar (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. 16. SP C L T LS "d"EST E UI ENT: If the price stated an the Offer includes the cast of any special toaling or special test equipment fabricated or required by the Suppl'rer for the purpose of filling this ar•der, such special toaling equipment and any pracess sheets related ther•eta shall become the praperty af the City and shall be identified by the Supplier as such. 17. YBiGHT TO AUDIT: A. The City shall have the r'rght to audit and make copies of the boaks, recards and cornputations pertaining to the Contract. The Supplier shall retain such boaks, records, documents and ather evidence pertaining to t17e Cantract period and five years thereafter, except if an audit is in pcogress ar audit findings are yet unresotved, in which case records sha!! be kept until all audit tasks are campleted and resolved. These baaks, records, documents and other evidence shall be available, within ten (10} business days af written request. Further, the Supplrer shall aEsa require all Subcontractors, material suppliers, and other payees to retain alC books, records, dacuments and other evidence pertaining ta the Contract, and to allaw the City similar access to those docurnents. All boaks and recards will be made available within a 50 m'rEe radius of the City af Dentan. The cast af the audit will be barne by the City unless the audit reveaEs an overpayment of 1% or greater. If an overpayment af 1% or greater occurs, the reasanable cost af the audit, including any travel costs, must be borne by the Supplier which must be payable within five (5) business days of receipt of an invoice. B. Failure ta comply with the provisions of this section shall be a material breach af the Contract and shall canstitute, in the City's sole discretian, grounds for terminatian thereof. Each af the terms "books", "recards", "documents" and "other evidence", as used above, shall be canstrued to include drafts and electronic fles, even if such drafts ar electranic files are subsequently used to generate ar prepare a final printed document. 18. SiTBCONTRACTORS: A. If the Supplier identified Subcontractars in a DBElMBElWBE agreed ta Plan, the Supplier shall comply with aCl requirements appraved by the City. The Supplier shall not initialIy employ any Subcontractor except as provided in the Supplier's Plan. The Supplier shall not substitute any Subcontractor identifred in the Plan, unless the substitute has been accepted by the City in writing. Na acceptance by the City of any Subcontractor shall canstitute a waiver of any rights ar remedies af the City with respect ta defective deliverables provided by a Subcontractar. If a Ptan has been approved, the Supplier is additionally required ta subrnit a manthly Subcantract Awards and Expenditures Repart ta the Procurement Manager, na Iater than the tenth calendar day of each manth. B. Work perfarmed far the Supplier by a Subcontractar shall be pursuant to a wi•itten contr•act between the Supplier and Subcontractai°. The ter°ms of the subcantract may nat conflrct v,�ith the terms af the Contract, and shall cantain provisions that: i. require that al[ deliverables ta be provided by the Subcontractar be provided in strict accardance with the pravisions, specifications and terms af the Contract; ii. prahibit the Subcontractor fram further subcantracting any partian af the Cantract withaut the prior written consent of the City and the Supplier. The City inay require, as a condrtion to such fur°ther° subcantractrng, that the SubconU•actar post a payment bond in farm, substance and amount acceptable to the Ciry; iii. require Subcantractars to submit all invoices and applications far payments, including any claims for additional payments, damages ar atherwise, ta the Supp[ier in sufficient time ta enable the Supplier to include same with its invaice ar application f'or payment to the Ciry in accordance with the te�ms ai'the Contract; iv. require that all Subcantractors abtain and maintain, thraughaut the term of their contract, insucance in the type and amounts specified for the Supptier, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hald the City harmless ta the same eatent as the Supplier is required to indemnif'y the CiCy. RFP 5582 C. The Supplier shatl be fully responsible to the City for ail acts and omissions af the Subcant'°actors just as the SuppCier is respansible far the Supplier's awn acts and amissians. Nothing in the Cantract shall create for the benefit af any such Subcantractor any cantractual relationship between the City and any such Subcontractor, nor shaIl it create any obligatian an the part af the City to pay ar ta see ta the payment af any moneys due any such Subcontractor except as may othet•wise be required by law. D. The Sapplier shaEl pay each Subcontractor its apprapriate share af payments made ta the Supplier not later than ten (1 d} calendar days aftei• receipt of payment frorn the City. 19. WAI2RANTY-PRICE: A. The Supplier warrants the prices quoted in the Of'fer are na higher than the Supplier's current prices on arders by athers far like deliverables under similar terms of purchase. B. The Supplier certifres that the prices in the Offer have been ai•rived at independently withaut consultatian, cammunication, or agreement for the purpose af restricting campetition, as to any matter• relating to such fees with any other firm ar with any campetitoi•. C. ln addition ta any other remedy available, the City may deduct fi•om any amaunts owed ta the Supplier, or otherwise recover, any amaunts paid far items in excess af the Supplier's current prices on orders by athers far like deliverables under similar terms of purchase. 2d. A NTY — TITLE: The Supplier warrants that it has good and rndefeasrble title to all deliverables fui°nished under the Contract, and that the delivei°ables are free and clear of all liens, claims, secuy°ity rnterests and encumbrances. The Supplier shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WAY2ItANTY — liEd.IVER.4BL�S: The Supplier warrants and represents that all de(iverables sald the City under the Contract shall be fi•ee fram defects in design, workmanship or manufactw•e, and confarm in all material respects to the specifications, drawings, and descriptians in the Solicitation, to any sarnples furnished by the Supplier, ta the terrns, cavenants and conditians af the Cantract, and ta all applicable State, Federal or local laws, 1•uies, and regulatians, and industry cades and standards. Unless othei•wise stated in the Solicitatian, the deliverables shall be new ar recycled merchandise, and not used ar reconditioned. A. Recycled deliverables shall be cleac•ly identified as such. B. The Supplier may not limit, exclude or disclaim the foregaing warranty or any wacranty implied by law; and any attempt ta do so shall be without force ar effect. C. Unless atherwise specified in the Cantract, the warranty period shall be at least ane year from the date of acceptance af the deiiverables ar fi•om the date of acceptance af any replacement deliverables. If during the warranty per•iod, one or more af the above warranties are breached, the Supplier shall promptly upon receipt af demand either repair the non-confarming deliverables, ar replace the non-conforming deliverab[es with fully conform'rng deliverables, at the City's option and at no additianal cast ta the City. All costs incidental ta such i•epair or replacement, including but not limited to, any packaging and shipping costs shal! be barne exclusively by the Supplier. The City shall endeavar to give the Supplier written natice af the breach af warranty within thirty (3d) calendar days af discovery of'the breach af warranty, but failure to give timely natice shall nat impair the City's rights under this sectian. D. If the Supplier is unah[e or unwi[[ing to repair ar repEace defective or non-canfai°ming deliverables as required by the City, then in additian ta any other available remedy, the City may reduce the quantity of deliverables it may be reRuired ta purchase under the Contract fi•om the Supplier, and purchase conforming deEiverables from other saurces. In such event, the Supplier shal! pay to the City upon demand Ehe increased cast, if any, incurred by the City to procure such deliverables from another saurce. E. If the Supplier• is not the manufacturer, and the deliverables are covered by a separate manufactui•er's wari•anty, the Suppliei• shall transfer and assign such rnanufacturer's warranty ta the City. If fai• any reason the manufactur•er's warranty cannat be fufly transfeired ta the City, the Supplier shall assist and cooperate with the City to the fullest extent ta enforce such manufacturer's warranty far the benefit of the City. , ,, , , .. . , � - • �� . , . . . . - . } • . • . : . . . - • . • , s • , .��. . � - - • , �• • - . . • • � � . � • . � B. Unless atherw�se specriied in the Contract, the warranty period shall be at least one year f'rorn the Acceptance Date. If during the warranty periad, one ar more af the above warranties are breached, the Supplier shall promptly upan ceceipt af demand perform the services again in accordance with above standard at no additional cost to the City. All costs 'tncidental ta sach additronal pei°formance shall be barne by the Supplier. The City shall endeavor ta give the Supplier written natice of the breach of warranty within thirty (30) calendar days af discavery of the breach warranty, but failure to give timely notice shall not impair the City's rights under this section. C. If the Supplier is unable or unwilling to perform its services in accordance with the above standard as �°equired by the City, then in additian to any other available remedy, the City may reduce the amaunt af services it may be required to purchase under the Contract fram the Supplier, and purchase confarming services from other sources. ln such event, the Supplier shall pay to the City upon demand the increased cost, if any, incurred by the City ta pracure such services frorn another source. 23. ACC PTANCE F INC L'T N N-C NF ING EL LES: If, instead af requiring immediate correctian or remaval and replacement of defective or non-canforming deliverables, the City prefers ta accept it, the City may do sa. The SuppC�er shall pay all c[aims, costs, losses and darnages attributable to the City's evaluatian af and determinatian 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 far the diminished value of the defective ar nan-canfarming deliver•ables. If the acceptance occurs af�er final payment, such amaunt will be refunded ta the City by the Supplier. 24. RIGH'd' TO ASSURAI�ICE: Whenever one party to the Cantract in gaad faith has reason to question the other party's rntent ta perfarm, demand may be made ta the ather pai°ty foi° wr°itten assurance of the intent ta perform. In the event that na assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticrpatary r°epudiation of the Cantract. 25. STOP WORI� NOTICE: The City may issue an irnmediate Stop Work Notice in the event the Supplier is observed perfarming in a manner that is in violatian af Federal, State, ar lacal guidelines, ar in a manner that is determined by the City ta be unsafe ta either life or prapet�ty. Upan natificatian, the Supplier witl cease all work until notified by the City that the vialation or unsafe condition has been carrected. The Supplier shall be liable foi• all casts incurred by the City as a result of the issuance of such Stop Wark Notice. 26. DEFAiJL'I`: The Supplier shall be in default under the Contract if the Supplier (a} fails ta fully, timely and faithfully perfarm any af its material obligatians under the Cantract, (b} faits ta provide adequate assurance of performance under Paragraph 24, (c} becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d} makes a materiai misrepresentation in Supplier's Offer, or in any repart or deliverabie required ta be submitted by the Supplier to the City. 27. TEI2MYNATION FOR CAUS�: In the event of a default by the Sapplier, the City shall h�tve the right ta terrninate the Contract for cause, by written natice effective ten (10} calendar days, unless atherwise specified, after the date of such notice, unless the Supplier, within such ten (] 0} day period, cures such default, ar provides evidence sufficient to prove to the City's reasonabte satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law oi• in equity, the City sha(1 be entitled to recover al! actual damages, costs, losses and expenses, incurred by the City as a result of the Supp(ier's default, including, without limitation, cast of cover, reasonable attarneys' fees, coart costs, and prejudgment and post judgment interest at the maximum lawful rate. Additianally, in the event of a default by the Supplier, the Crty rnay remove the Supplier fram the City's vendar list far thr�ee (3} years and any dffer submitted by the Supplier may be disqualified for up to three (3} years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy prov'rded by law. 28. TE INATI N Ii' Ui' CAUS : The Crty shall have the right to tei°minate the Contract, in whole or in part, without cause any time upon thirty (30} calendar days' priar written notice. Upan receipt of a natice of termination, the Supplier shall promptly cease all further work pursuant to the Cantc•act, with such exceptions, if any, specified in the natice of terminatian. The City shall pay the Supp(ier, to the extent of funds Apprapr•iated ar otherwise legally available far such purpases, far all goads delivered and services performed and abligatians incurred prior� to the date af terrnination in accoi•dance with the terms hereof. 29. FREIUD: Pcaudulent statements by the Supplier on any Offer ar in any repart or deliverabEe cequired ta be submitted by the Supplier• to the City shall be grounds far the termination af the Cantract for cause by the City and RFP �582 may Y•esult in legal action. 30. DELAYS: A. The City may delay scheduled delivery or ather due dates by written notice to the Supplier if the City deems 'rt is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Supplier shall negotiate an equitable adjustment far costs incurred by the Supplier in the Contr•act price and eaecute an amendment to the Contract. The Supplier must assert its right to an adjustment within thirty (30} calendar days fram the date af receipt af the notice af delay. Failure to agree on any adjusted price shall be handled under the Dispute Resalutian pracess specified in paragraph 49. However, nathing in this pravisian shall excuse the Supplier from delaying the delivery as notified. B. Neither party shall be liabie for any default ar delay in the performance of its abligations under this Contract if, while and to the extent such defaalt ar delay is caused by acts af God, fire, riats, civil commotion, labor disruptians, sabotage, sovereign conduct, or any other cause beyond the reasonable contral of such Party. In the event af default or delay in cantract performance due to any oi'the foregaing causes, then the time for camp[etion of the services will be extended; pY°avided, however, in such an event, a conference will be held w'rthin three (3} business days ta establish a mutually agi•eeable periad of time reasanably necessary to overcame the effect of such failure to perform. 31. IN E NITY: A. Definitians: i. "lndemnified CEaims" shall include any and all claims, demands, saits, causes af action,.judgments and liability of every character, type or descriptian, including all reasanable casts and expenses of litigation, mediation or ather a(ternate dispute resolution mechanism, including attai•ney and ather prafessional fees for: (1) damage to ar loss af the property of any persan (including, but not limited to the City, the Supplier, their respective agents, officers, emplayees and subcantractars; the afficers, agents, and employees af such subcontractars; and third parties}; and/or (2} death, badily injury, illness, disease, worker's compensation, lass af services, or loss of income or wages ta any persan (including but not limited to the agents, officers and employees of the City, the Supplier, the Supplier's subcontractars, and third parties}, ii. "Fault" shall inciude the sate of defective ar non-canforming deliverables, negligence, willfui misconduct or a breach of any legally 'rmposed strict liability standard. $. THE SU PLI S LL DEFE (AT T OPTION bF T CTTY), INDE IFY, A HOLD T CITY, TfS SUCCESSdRS, ASSIGNS, QFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARNII.ESS FROM AND AGAINST ALL INUENfNIFIED CLAIMS DII2ECTLY ARISING OUT OF, INCII?ENT TQ, CQNCERNING OR RESULTING FROM THEFAULT oF'r� SUPPLIER, oR'rxE SUPPLIER'S AGENTS, EMPLC}YEES OR SUBCt}NTRACTORS, IN TI�E PE o NcE oF TxE SUPPLIE 'S oBLIGATIONS ER CoNT CT. N(?TxING IN S LL BE DEE � D TO L T THE G S OF THE CTI'Y QR T SU LIE ( CL ING, BUT NdT L ITED TO, E RIGHT Td SEEK COIVTRIBUTION) AGAINST ANY THII2D PARTY WHQMAY BE LIABLE FOR AN INDEMNIFIED CLAIM 32. INSURANCE: The fa!lowing insurance requirements are applicable, in addition to the specific insurance requirements detailed in the solicitatian document. The successful firm sha[1 procure and maintain insurance of the rypes and in the minimum amounts acceptab[e to the City of Dentan. The insurance shall be wi•itten by a company licensed to da business in the State af Texas and satisfactary ta the City of Denton. A. General Requirements. i. The Supplier shall at a minimum carry insurance in the types and amounts indicated and agreed ta, as submitted to the City and appraved by the City within the pracurement process, f'or the duration of the Cantract, inciuding extension options and hoid over periods, and during any warranty pei°iod. ii. The Supplier shall provide Certificates af Insurance with the coverage's and endorsements required ta the City as verifcation af caverage prior ta conU•act execution and within fourteen (14} calendar days afrer written request fi°om the City. Fai[ure to provide the r°equrred Certificate of Insurance may subject the Offer° ta disqualifrcatian fram consideration far award. The Supplier must also forward a Cei•tificate af Insurance to the City whenever a previously identified policy period has expired, ar an extension aptian or hold aver period is exercised, as verification of continuing caverage. iii. The Supplier shalE not cammence work until the required insurance is abtained and until such insurance has been reviewed by the City. Approval af insurance by the City sha[[ not re[ieve ar decrease the liability af the Supplier hereunder and shall not be construed to be a limitatian of [iability on the part af the Supp[iei°. iv. The Supp[ieg° must submit certificates of insui°ance to the C7ty fo�° all subcantractors pi°ior ta the RPP 5582 � .. ��. ....: # i .. ' . � � � 1' ' # ...��.l� • (.,! � ", .. l,.. ! •.,.' j !�.' � 4"` .�� w * � �w �• � �' City of Dentan Materials Managernent Department 9d1B Texas Street Denton, Texas 76209 . , . • • . - . • . , . w � �� • • , - • �• � ► • - y » - - � . . � � . . � •* � � t . . ; * # .� - .. � � . * M � • � . - • - - �, � - a , • �. •f i�� : • , � ��. • ...... ., . i M ' ' • ..', • � " • . � • ' " ,�. , .. . . l....... ♦ .. .:� ... ..:� '.... i. *:, .: .: ... y • ' '. �. � � � ., � . !: 1�', � � � �� . ��. f �. ). .. ... .. ... 1.�� ,. ' ., � " �. • • '.. , i � � .: � �.. ,�.'# ..:.. w . .... •i .,,. ' �•�:.,... ! ' f.�. � � • ' • •� f � ..., ! ��. � � ` .. �. � � � ' �... . � . ,.: • . . .. ��. � ' .. . ' " . . #. ��.. •��, � �. .. � i �.��. � �. " . r,.. � .,... • ' ..., . . + .��. # ' . ' ! �., * ... � ' ! .. i�i: . � + ' . .. ., , � _ w:. ... w ' . • , • ' . + - ! ' . a" # �• • �- ,, ♦ • . . . r � • � � � t � � � � � i �- •' + �, � � � w � R . . �- � • . i `� � • � . � w � s . • . . . � � * " - w � � + r- r- • • • *. . . . . - - • M r• � - � • • , • , + • . 1 � -' ! - • . �t��i� 35. G TS T I, P SAL AN C NT CTUAL AT'E L: All material subrnrtted by the Supplier to the City shall become property of the City upon receipt. Any partions of such material claimed by the Supplier ta be proprietary must be clearly marked as such. Determinatian of the public nature af the material is subject to the Texas Public Information Act, Chapter 552, and Texas Gavernment Code. 36. N A Ni'Y Y CITY AGAINST INF INGE ENTS: The Supplier represents and warrants to the City that: (i} the Supplier shall pravide the City gaad and indefeasible title ta the deliverables and (ii} the deliverables supplied by the Supplrer in accordance with the specifications in the Contract will nat infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual praperty 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 af the deliverables and the Supplier does nat know af any valid basis far any such claims. The Supplier shall, at its sole expense, defend, indemnrfy, and hald the City harmless fram and against all liabiiity, damages, and costs (including court casts and i•easanable fees af attorneys and ather prafessionals} arising aut af ar result'rng fram: (i} any claim that the Crty's exercise anywhere in the warld of the rights associated with the City's' ownership, and if applicable, license r�ights, and its use of the deliverables infringes the intellectual property i•ights of any third party; ar (ii} the Supplier's breach of any of Supplier's representatians ar warranties stated in this Cantract. In the event of any such clarm, the City shall have the right ta manitor such claim ar at its aptian engage its own separate counsel to act as ca-counsel on the City's behalf. Further, Supplier agrees that the Crty's specificatians regarding the delivei•ables shall in na way diminish Suppliei•'s warranties ar obligations under this paragraph and the City makes no warranty that the pr°aductian, develapment, ar deliver°y of such deliverab[es well not irnpact such warranties af Supptier. 37. C NFI EN'i'IALITY: In ardei° to pravide the delrverables ta the Crty, Supplier may require access to cei°tain of the City's and/or its licensars' canfidentiai informatian (including inventians, emplayee information, trade secrets, canfidential knaw-haw, canfidential business informatian, and other infarmatian which the City or its licensars cansider canfidential} (collectively, "Canfidential Informatian"}. Supplier acknowledges and agrees that the Canfrdential Informatian is the valuable property of the City and/ar its licensors and any unautharized use, disclasure, dissernination, or other release of the Confidential Information will substantially injui•e the City andlor its licensars. The Supplier (including its employees, subcontractors, agents, ar representatives} ags°ees that it will maintain the ConfdentiaE Informatian in strict canfidence and shall nat disclose, disseminate, copy, divulge, recr•eate, ar atherwise use the Conf`rdential Infarmation withaut the pi•ior wr•itten consent of the Ciry ar� in a manner not expressly permitted under this Agreement, unless the Canfdential Infar•mation is required ta be disclosed by law or an arder of any caui�t or other governmental autharity with proper jurisdiction, provided the Supplier promptly notifies the City before clisclosing such infarmation so as to permit the City reasonable time to seek an apprapriate pratective order. The Supplier agrees ta use pratective rneasures na less stringent than the Supplier uses within its awn business to protect its own most valuable informatian, which pratective measures shall under alI circumstances be at least reasanable measures to ensure the continued confidentiality af the Canfidential Informatian. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall awn all rights, tit(es, and interests thraughout the world in and ta the deliverables. A. Patents. As to any patentable subject rnattei° contained in the deliverables, the Suppiier ag[°ees to disclase such patentabEe subject matter to the City. Further, if requested by the City, the Supplier agrees to assign and, if necessary, caase 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, acknawledge, and del'rver and, if necessary, cause each of its emplayees ta execute, acknowledge, and de[iver an assignment af letters patent, in a farm to be i•easonably approved by the City, ta the City upan request by the City. B. Copyr°ights. As to any deliverables cantaining capyrightable subject matter, the Supplier° agrees that upon their creation, such deliverables shall be considered as wark made-for-hire by the Supplier far the City and the City shall own all copyrights in and to such deliverables, provided hawever, that nathing in this Paragraph 38 shaCl negate the City's sale or joint o�mership of any such deliverables arising by virtue af the City's sole or joint authorship af such deliverables. Should by aperation af law, such deliverab[es not be considei•ed warks made-for-hire, the Supplier hereby assigns ta the City (and agrees to cause each of its emplayees providing services ta the City hereunder ta execute, acknowledge, and deliver an assignrnent to the City of} all warldwide right, title, and interest in and to such deliverables. With respect ta such work made-for-hire, the Supplier agrees ta execute, acknowledge, and deliver and cause each of its emplayees providing services to the City hereunder to execute, acknawledge, and de(iver a wark- made-far-hire agreement, in a form to be ceasanabl}� appraved by the City, to the City upan delivery of such de(iverables to the City ar at such ather Cime as Utie City may cequest. RFP 5582 C. Additronal Assignments. The Supplier further agi°ees to, and if� applicable, cause each of its emp[oyees to, execute, acknowledge, and deliver all applicatians, specifications, aaths, assignrnents, and alI other instrurnents which the City might reasonably deem necessary in order ta apply for and abtain capyright protection, mask wo�•k registration, trademark registratian and/ar protectian, letters patent, or any sirnilar rights in any and all countries and in arder ta assign and convey to the City, its successors, assigns and norninees, the sole and exclusive right, title, and interest in and to the deliver°ables. The Supplier's obligatrans ta execute, acknowledge, and deliver (ar cause to be executed, acknowledged, and delivered} instruments ar papers such as thase described in this Paragraph 38 a., b., and c. shall continue after the terminatian of this Cantract with respect to such deliverables. In the event the City shouid nat seek ta obtain copyright ps•otection, mask work C�g[S21°3�f011 or patent protectron for any of the delrverables, but should desire to keep the same secret, the Supplier agrees to treat the same as Confidential Infarmation under the terms of Paragraph 37 abave. 39. PU LICATI NS: A!1 pubiished mater°ral and written �•epa�°ts submitted under the Contract must be ai•iginally develaped material unless otherwise specifica[ty pravided in the Cantract. When material nat or•iginally developed is incIuded in a repart in any form, the saurce shall be identified. 40. ADVERTISING: The Supplier shall not advertise or publish, withaut the City's prior• consent, the fact that the City has entered inta the Cantract, except to the extent required by Iaw. 41. Nd CONTINGEN'T FEES: The Supplier warrants that na person ar selling agency has been ernplayed or retained to solicit ar secure the Contract upon any agreernent or understanding far cammission, percentage, brakerage, or cantingent fee, excepting bona fide emplayees of bona fide established cammercia( ar selling agencies maintained by the Supplier for the purpose of securing business. For• breach or violatian af this warranty, the City shal! have the right, in addition to any ather remedy available, ta cancel the Cantract withaut liability and ta deduct from any amaunts owed to the Supplier, or atherwise recover, the ful! amount of such commission, percentage, brakerage ar cantingent fee. 42. G TiJITT S: The City may, by written natice to the Supplier, cancel the Cantract without liability if it is detei•mined by the City that gratuities were offered or given by the Supplier ar any agent or representative af the Supptier to any officer or emplayee af the City of Dentan with a view taward securing the Contract or securing favarable treatment with respect to the awarding ar amending ar the making of any determinations with respect to the perfarming af such cantract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition ta any other rights and remedies, to recover or withhald the amaunt af the cost incurred by the Suppliei° in providing such gratuities. 43. PRO�IIBdTION AGAiNS�' P'�RSONAI. INTEREST IN CONTY2�LCTS: Na offrcer, employee, independent consultant, ar elected official of the City wha is involved in the development, evaluation, or decision-making process af the perfarmance af any solicitatian shall have a financial intei•est, direct ar indirect, in the Contract resulting from that solicitatian. Any willful violation of this sectian shall constitute imprapriety in affice, and any off cer or emplayee gu'rlty thereof shall be subject to discipl'rnary action up to and including dismissal. Any violation af this provisian, with the knowledge, expr•essed ar implied, af the Supplier shall render the Contract voidable by the City. The Supplier shail complete and suhmit the City's Conflict af Interest Questiannaire (Attaehm�ut B). 44. YNDEPEND�NT SUPPLiER: The Contract shall not be constr•ued as cr•eating an emplayer/employee relationship, a partnership, or a jaint venture. The Supplier's services shall be thase of an independent supplier. The Supplier agr�ees and understands that the Contract does not grant any rights at• privileges established for employees af the City of Dentan, Texas for the purposes of income tax, withhalding, sacial security taxes, vacation ar sick leave benefits, wor•ker's compensation, or any ather City emplayee benefit. The City shall not have supervision and cantrol of the Supplier ar any emplayee of the Supplier, and it is expressly understaad that Supplier shall perform the services hereunder• according to the attached specifcatians at the general dii•ection af the City Manager af the City of Dentan, Te�:as, or his designee under this agreement. 45. ASSIGN ENT- EL GATI N: The Canti°act shall be binding upan and ensus°e ta the benefit af the City and the Supp[iec and their respective successors and assigns, pravided hawever, that no right or interest in the Contract shal( be assigned and no obligation shall be delegated by the Suppliec without the prioc wr•itten consent af the City. Any attempted assignment or delegation by the Supplier shall be vaid un[ess made in canfarmity with this paragraph. The Contract is nat intended ta confer rights or• benefics on any person, firm or entity not a party hereta; it RFP 5582 being the intention of°the parties that there are no third party beneficiaries to the Contract. 46. WANER: Na claim ar right arising aut af a breach af the Cantract can be discharged in whole or in part by a waiver or renunciatron of the clarrn ar r°rght unless the waiver ar° renunciatian is supported by cansideration and is in writing signed by the aggrieved party. No waiver by either the Suppliei• ar the City of any one ar mare events af default by the other party shaii operate as, or be canstrued ta be, a permanent waiver of any r•ights or abligations under the Contract, ar an express or implied acceptance af any other existing ar future default ar defaults, whether af a similar o'° different character. 47. MODIFICA'd'IONS: The Contract can be rnadified ar amended anly by a writing signed by bath parties. No pre-printed ar sirnilar terms an any the Supplier invoice, ar°der ar other document shali have any for°ce or effect to change the terms, cavenants, and canditions of the Cantract. 4$. INTEYtPRETATTON: The Cantract is intended by the parties as a final, complete and exclusive statement of the terrns of their agreement. No course of priar dealing between the parties ar course of performance ar usage of the trade shall be relevant to supplement ar explarn any term used in the Conti°act. Although the Cantr°act rnay have been substantially drafted by ane party, it is the intent af the parties that all provisions be construed in a manner ta be fair to both parties, reading na pravisians mare sti•ictly against one party ar the other. Whenever a term defned by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Cantract, the UCC defrnition shall control, unless atherwise defined rn the Contract. 49. ISPUTE ES LUTI N: A. lf a dispute arises out of ar relates to the Contract, or the breach thereof; the parties agree to negatiate prior to prosecuting a suit for damages. Hawever, this sectian does nat prahibit the frling of a lawsuit to tall the running of a statute of limitatians or ta seek injunctive r°elief. Eithei• party may make a wi°itten r°equest for° a rneeting between r•epi•esentatives of each party within fourteen (14) calendar days after receipt af the request or• such Iater period as agreed by the parties. Each party shall include, at a minimum, one (1} seniar level individual with decisian-making authority regarding the dispute. The purpose af this and any subsequent roeeting is ta attempt in gaod faith to negatiate a�°esalut7an of the dispute. If, within thi�°ty (30) caiendar days after such meeting, the parties have not succeeded in negatiating a resalutian of the dispute, they will proceed directly ta mediation as described belaw. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may praceed directly to mediation as described belaw. B. If the efforts to reso[ve the dispute thraugh negotiation fail, or the parties waive the negotiation process, the parties rnay select, within thirty (30} catendar days, a mediator trained in mediatian skills ta assist with resolution af the dispute. Shauld they choose this aption; the City and the Supplier agr•ee to act in gaod faith in the selection af the mediator and ta give cansideration to qualifred individuals naminated to act as mediatar. Nothing in the Contract prevents the parties frarn relying on the skills af a persan who is trained in the subject rnatter° of the dispute ar a contract interpi•etatian expert. If the parties fail to agree an a mediator within thirty (3d} calendar days of initiatian af the mediatian process, the mediator shall be selected by the Dentan Caunty Alternative Dispute Resolution Program (DCAP}. The parties agree to participate in mediation in good faith for up ta thirty (30) calendar days from the date af the frrst mediation session. The City and the Supplier will share the mediator's fees equally and the parties will bear their own casts of participatian such as fees far any cansultants or attarneys they may utilize to represent them or otherwise assist them in the mediation. Sd. JUI2ISI}iCTION ANd? VENU�: The Contract is made unde�• and shali be gaverned by the laws of the State of Texas, including, when applicable, the Unifarm Commercial Cade as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excCuding any cule ar principle that would refer to and apply the substantive law of another state ar jurisdiction. All issues arising from this Contract shati be resalved in the courts af Denton County, Texas and the parties agree to submit to the exclusive persana) jurisdiction of such courts. The faregaing, hawever, shall not be construed or interpreted ta limit or restrict the right or abi[ity of the City ta seek and secure in.junctive relief fi•om any campetent authority as cantemplated herein. 51. INVALI ITY: The invalidity, �llegality, ar unenfar°ceabiiity of any pravisian af the Cant'•act shall in na way affect the validity ar enforceability af any other portian ar pravisian oF the Cantract. Any vo'rd provisian shall be deemed severed fram the Contract and the balance af the Contract shall be construed and enFarced as if the Contract did not contain the particular partion ar pravision held ta be vaid. The parties f'urther agree to reform the Contract ta replace any stricken pravisian with a valid pravision that comes as clase as possible ta the intent of the stricken RFP 55$2 pravisian. The pi°ovisians of this section shall not prevent this entire Cantract f'rom being void should a provision which is the essence of the Contract be determined to he vaid. ! 1 � � w • � r - New Year's Day (abserved} MLK Day Memo,�;a► bay 4th of .Tuly Labor Day Thanksgiving Day Day After Thanksgrvrng Christrnas Eve (observed} Christmas Day (observed} New Year's Day (abserved} y. . . • •. + • . _ _ w . •, a . • � • . � # , � � . . i r � � T � � �. , � � • � � - � i � �� a � ;r � a ; . • �. • . ♦ • _� i 53. SUItVIVABId,ITY OF OBLIGATIONS: Ali provisians af the Contract that impase continuing obligatians on the parties, including but not limited ta the warranty, indemnity, and confidentiality abligations of the parties, shall sui•vive the expiration or termination of the Cantract. � , � - � �. �, :. .-r . , . �. - • R • � • . , • � . � •, � •. . . •��.. .....- ��. � �'. •,:,�� , - w: ��. •r .. . a w �. � • �- . •�.. ....�. - .��.� . • . ... M ...... ,� �- �.: !: . 1'. �, , , i ' �. ! . ' # .. . . a * . �. .... • ' -� •s- '' • + • � 55. EQUAL OPPOItTUNYTY A. Equal E�loy ent p�ttartunity: No Offerar, or Offeror's agent, shall engage rn any discriminatory employment practice. Na persan shall, an the grounds of race, sex, age, disability, creed, calar, genetic testing, or national origin, be refused the benefits of, or be atherwise subjected ta discr'rmination under any activities r�esulting fi•am this RFQ. B. A ericans with isabilities Act (A A) Co p9ianc�: Na Offerar, ot° Offeror's agent, shall engage in any discriminatory empioyment practice against individua[s with disabilities as defined in the ADA. 56. UY A� ICAN ACT-SUPPi.IES (A�p[icable to cerEain federally fr�n ed require ents) The faltawing federally funded requirements are applicable, in additian ta the specific federally funded requirements. A. Definitions. As used �n this paragraph — i. "Carnponent" means an article, material, or supply incarparated directly inta an end praduct. ii. "Cast af components" means - (1} For camponents purchased by the Supplier, the acquisrtron cast, including transpac°tatron casts to the place of incarporatian inta the end product (whether or nat such casts are paid to a damestic firm}, and any applicable duty (whether or nat a daty-free enti•y cei�tificate is issued}; or (2} For components manufactured by the Supplier, all costs associated with the manufacture of the component, inciuding transpartatian costs as descr•ibed in paragraph (1} of this definition, plus allocable averhead costs, but excluding prafit. Cost of companents daes nat include any casts assaciated with the manufacture af the end product. iii. "Domestic end praduct° means- (1} An unmanufactured end praduct mined ar� produced in the United States; ar : ' �' (2} An end pi°aduct manufactured in the United States, Ef the cost af its components mined, produced, ar manufactured in the United States exceeds 50 percent of the cast af alI its camponents. Camponents af fareign origin of the same class or kind as thase that the agency determines are not mined, produced, or manutactui•ed in sufficient and reasanably available camrnercial quantities af a satisfactoty quality are treated as domestia Scrap generated, collected, and prepared for pracessing in the United States is cansidered domestic. iv. "End praduct" means those articles, rnaterials, and supplies ta be acquired under the contract for public use. v. "Foreign end pi•oduct" means an end product ather than a dornestic end pr•oduct. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. IOa - IOd) provides a preference for damestic end pi°aducts for supplies acquired far use in the United States. C. The City does not maintain a list of fareign artECles that wrll be treated as damestic far this Canti°act; but will consider far appraval fareign articles as damestic for this product if the articles are on a list appi•oved by another Governmental Agency. The Offeror shall submit documentatian with theii• Offer demonstrating that the articie is an an appraved Gavernmental list. D. The Supptier shall deliver onIy domestic end praducts eacept to the extent that it specified clelivery af fareign end praducts in the provision of the Solicitatian entitled "Buy Arnerican Act Certificate". 57. RIGHT TO INFOItMATION: The City af Denton reserves the right ta use any and all information presented in any respanse to this salicitatian, whether amended ar nat, except as prohibited by law. Selectian af rejectian af the submittal does not affect this right. 58. LICENSE FEES dR TAXES: Provided the salicitatian requires an awarded supplier ar supplier to be licensed by the State of Texas, any and all fees and taxes are the respansibiiity of the supplier. 54. PREVAILING WAGE RATES: Ali suppliei•s will be required to comply with Provisian 5159a af "Vernon's Annotated Civil Statutes" af the State of Texas with r•espect to the payrnent of prevailing wage rates and prohibiting disci°iminatian in the emplayment practices. http:i/«�`�,��,�.access. �r�c�.�ov/davisbacan/tx.htin 1 60. C LIANC IT ALL STATE, FE E L, AN L CAL LA S: The cantractor or supplier shall comply with alE State, Federal, and Local laws and requirements. The Supplier must camply with all applicable laws at al! times, including, without limitatian, the following: (i} §36.02 of the Texas Penat Cade, which prahibits bribery; (ii} §36.09 of the Texas Penal Code, which prahibits the offering or conferring af benefits to public servants. The Supplier shall give al! nat'rces and comply with alE laws and regulations applicable ta furnishing and performance of the Cantract. 61. F E L, STATE, AN L CAL E UI E ENTS: Supplier shall demonstrate an-site compliance with the Federal Tax Reform Act af 1986, Section 17d6, amending Section 530 of the Revenue Act of af 1978, dealing with issuance of Form W-2's to comman law employees. Supp(ier is respansible for both federal and State unemployment insurance coverage and standard Worker's Compensation insurance caverage. Suppliei• shall ensure campliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Supp[ier ar its emplayees for any Unemplayment or Workers' Compensatian coverage, or federal or State withholding requirements. Supplier shall indemnify the City of Denton and shall pay all casts, penalties, ar losses resulting frorn Supplier's ornission or breach af this SectEan. 62. DRUG FREE WORKPLACE: The suppliei• shaEl camply with the app[icable provisions af the Drug-Free Work Place Act of 1988 (Public Law 100-64Q, Title V, Subtitle D; 41 U.S.C. 7Q1 ET SEQ.} and maintain a drug- free wark environment; and the final rule, government-wide requirements for drug-free wark place (grants}, issued by the Offce of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F} to implement the provisians of the Drug-Free Work Place Act af 1988 is incorparated by reference and the supplier shall camply with the re[evant pravisions thereaf, including any amendments to the final rule that may hei•eafter be issued. 63. SUPPLIER LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The 5uppliei• shal( be liable for alt damages to goveiroment-owned, leased, or occupied praperty and equipment caused by the Supplier and its emplayees, agents, subcantractors, and supp[iers, including any delivery ar cartage company, in cannectian with any � - � . • _ � - • l• r . . . . � ! ': ` R - � i � • r • r - - r �- - �- • ♦ . � �.' a � _ � � * - - � � . , � •+ !� . # ': • ��.. ♦ R � � # �.��.. { �. • . ! " � '. '.. �: ^ ... . *. �.. " " . . '�. • �� ' � - ; � ' •� .., ! Y.:.' ��.! � .:. • ii�, • � ��..i ., ! +., ' •, • . ... � �, � � ,..� E •.. .:� � ,... 1 1 � s . - • �- � w i . .. � �- � � � . i # � a • -� � � . " ! � ' �� . �� - � - � �� i � a - • • ! ♦ • • ! � • , � . � , � * . � � , � r � t � �..�� w .� R � � � �r i _ . � - • � � . _ . . _ � � � -�. �- � �, � �i11�l� '" ''" - For vendor or other ��r$€� dain�; business witlt local ��r��•� aw�a��tka�l �.��lste � �� ,� e.��.�� ...m. �_._. s�_ � _ �..�,�.� This questionnaire retlects changes made to the law by H.B. 1491, $Oth Leg., Regular Session. OFFICE USE ONLY 7`his questionnaire is l�eing filed in accordance with chapter 176 of the Local Gavernme�rt Code Uy a pei°son r�,f�. ��c•�c;��t; who has a business relationship as defined by Sect�on 176.001(1-a} with a local gove �ental entity and the pee�son rneets requirernents under Sectian 176.b0E(a). By law this questionnaire rnust he filed with the records administrator of the local government entrty uot later than the 7th business day after tl3e date the person Ueco,nes aware of facts that requrre the statement to be filed. See Section ] 76.006, Local Gavenunent Code. A persan commits an affense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misderneanor. � ��..,..�.��...�w� ��..�.�.�_� �� Name of person who has a business relationsliip with local governmental enfity. Check this box iF yuu are fileng �n update to a previvusly filed questionnaire. (Tl�e law requires tl�at you file an updated completed questionnaire with the apprapriate fi(ing authorily not later than tiie 7'h business day after the date tlie a�ras„a��,�Pf�,� fi[ed eiei� ,taa;e9�dt�i�L b��e�s�7�� rir:�ar�tst�l�a�^ csr r,o-toc°+ +�ct��-,1 Name of local government officer with whom filer has an employment or business relationship, � - . - . . �.. � : : � .- . » � ;. . �. . - � - - . - .. - + * _ * - - i M . •- -� R - i � 1� ;: � . � - * > + , .�+ w ..�. • r 11 _ _ a. . *... � • � ..._ ; .. ��. ��. # :• : s.; : �, . �� : .�.. * - '. . . .� : ...� � ....� Y �.. . a - ,.�•.. - ♦ � • � - .� Yes �� No B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the Bocal governmental entity7 �� Yes � J No :� : .'. ♦ ��... i : 4', . • :...�.,� # : ' * . R 1�# � �.... #� • 'i M�.. ' ' :. �'.:. M ' M. >: M• : ',� � # F,�� ., . . �� ,,,� ' i y..,:' M �. i��' • ! ..... ! � � �+, •' ' ..� ! # ' �� YES t. _ _ _€ NO D. Describe each affiliation or business relationship. 5ignature of person daing business with the governmenkal Date ¢-;�s�ilY � � � �.�: i .�. � • ■ � . � � v Q (0 ` � N � � �a3 -: �- � :� > �� W d— 0 Exhibit D � e d` I�° I�' � cf f' d' �^y I—e ��' I.--� � u � � � � �, � � � � � N � � N � .� � �. � -. �; � �; �, �: � � � � . ' — a � � � � � � �. � N � � � � � � � � N � � � � �, m � � N 41 v v°, �r, P+, an � � e^ c�, e e r, °a M � � � �° c�a r` � m C�- -m. �, �° � fV � c N �A .,�.. M U � N � W � � �3 C�3 � C�3 b� � b4 �3 � 6� b�i '., Ffl � � C'... O � Cr °y' O � %�; O � aP7 �'1 �C4 �Pl �1 � � N PV � �t � M u N iJ1 �° d� � � 6i K9 � � M � �� C'� �7 E"°� O � M an � C'J Ot M � C a d P. � nw � �, ra � C � E� � �F 6R 5� 6� t� �3 b°i 6H 6} � 64 � _ __—___ _.__ � � '��.� � CO] � � � 7 rv � � � � ......... � � � � CB1 CP� F-� � cp i .-. � � � � � � � � � � � � 2V 3:i;�� tn cn � � F-° %� r� �D � m "" .� � O � � SO .-. ,� 'eL, o �+ O � � � � � c�s � H � � r' 6il W � � � m H �-, a f� v� � � �, m � F� � � � � 3 2 � C 0 'e.+ a .` u v 0 7 v 0 a` � % � � c � � c a� �' � � ,; � � � 4Y � � � G 3 �a F � � G L�1 � °� � � � � � �" C .� G � �` � r � � c � � p � � G W �° � ' V"a U � � C M � �' � � S � � < .� .� .e � � S � � � a e � � � � B °� ro � �c ro � � � p � � � O � i.. � � w ..� u J Q � W Z V ^° d �� = RFP 5582 d � � � `a , a � c = I i � � � a F � y � 1 g h � � a v r a c a p -0 C C } hg 1 h i e � a 9 b i � � > e a c 9 "C J Q i -c � c � a i G � � � � y � 3 � � o � n� r` � � � �� P � � � � � _ `ra c� v-, � 3 � '� �, � � a. � � � �° �. CCf Ctl , � � � � � � � � � � � � � � � � � 5 �" � � , � ..,, � N � b � � p � � � �c � C� GJ > � � � � } � � � �s � � � � g � � � � , � cra i a � � � � ) °� d � � � � °� •� 7 9i 94 � � t �t1 Qp , �d'4 . � b ' � � '.,, � � ,,. � ° � > � �,o �',� � � . � C 3 rR V2 � &� da � �. O 6 � 8 � � � � � C � G � � � � � � Y ,. � � e � � � � �� } � c�tl C � C� � (6 � B N Ba Qb ga •� � a� � � �`�,�w° i � � � Y q�' C� � H�' � F� # , w w w � � C c d P � ( �, ` � G �„ B � C � � � r � � � u � C � � � � i � � e o e .� o V] 6 � i �. C a e ca e O C .� .G � i w � Q) Q Q3 Q � v � w r� �z. � � C � � � a � � ' � C y � C � � i : `� e' � � s cv a � °v ' � v S � � ; � °� � � 7 � � c a `� � � � � � � "s � � ? e� � 8 � � s. L �. 'C ° �' C a B � C � > � C i .� � i y � .� ; � � U i � •� 6 d3 U a � � i i� w ? w w ��I��h��N��l�� M��,��a�� C � d C C � f/] L% � � �° a 4� O �+ � O U � O E� � ! ��......��' •�..�. �, # ��. � * ' � � # i ' e ' � � * � i! - r � � � ��.� P nership �� Co oration �� '. �� ' � � .. -� � � . � � -r � �� . . � � • 7. Does your cornpany have arn established physical presence in the State of Texas, or the City of Denton? es r No, in which? 8. Please prvvide a detailed listing of all prodt�cts d/or services that your campany pravides. e 5� �{0.0 I tvt r � f r� v • . . . .. � . , . , � • _ + a � � � '� � � t ! -� i ' # ��.: r ! ' � :� ., ... � _ i:.; � `�. 10, Have you ever defaulted on or failed to complete a contract under your current company na e or any ather co paily name? If so, where d why? G�ve name and telephone number of 4wner. l 11. Have yoLi ever had a contract te inated by the Qruner? Tf so, where and why? Give name and telephone number (s} of Owner (s). �/� � . . � . � � - � ' , . � , , . � ' ' . . � .. � . • .. . � � �• ` � � "'- r- ' : � � RFP 5582 � � ■ � � • ♦ ,: �' # R� � .. � � ' ... � r �; - � ! ' ' �, ' ' ' i �� . _ � i' _ � , � ! ' �: � / • � � r � �� : � • ♦ �! • , M, � � • ... �' '... � �' '� ,.... N �' R i � �.. � - ......... � �'.: , r ' . # ' ' . l.,, ' ..:.. ' � #..�.... � - -� . " i � -� � � i � - .. � - .;. � ... R �,, � � � b. Company's rnajority owner principle place of business: !+� , ' � � . • - � . - � ♦ - � . r �• �- � � � � r • . ■ � - � - - , • � . �• �-� � _ _ � . ' � r �- � � • - � � . � �- RFP 5582 - Mau7 Docurnent G� �i I�'�in7(#� � �- � . . � _ , ., _ • � - . ,'► �' 1 i � � � �� ; •!,'.�.• # ♦ � `M #,�.. ' '' +�..�: ' *� .,,.� " .+�':� . I '..�'4 � ' 1 ! , . ♦ ' !,.' `� e ' �♦ �,,,. • " �.�:.. R- � � � � . �d��k;.�i�J"�. �4�i��6 :: �� l�� "�ffi'� ..... p�� j q ��4�L1��—._��P�i i?�I��.+ t� '� �4��i�� i"�1��..� �...�� _�`�� "�� r � _ � ��, ��.�� 4�� , §��`��l�a� ��1i��__ �. !!�� .��:�� . _ �' �.t�t �°t��_�� :'��i�� l��,.. ��en� °�� , ��+� �� , � ��,� ��.�� `�� '�'�`� �.. ,�_,._ u �.� � � ,. �� _��_ u.fl_��.b ._��„�� . �� __� : � _.�._.,,We�, _._ _ _ — %��_u ��t� r��-� ��._�� _��_-��w�� '��°�t�� _�� ,�� ` Signature 1 �1 1 1 1 � � �R � � t"�mp�ny .; 1 � �..... �_ ,�__...�� L)at� �:� � ,',..: ' , ! 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Bus. �: Com. Code, Sectian 15.d1, et seq. The undersigned affirms that they have read and do understand the specifications, �ll exhibits and attachments contained in this solicitation package. The undersigned agrees that the solic°rtation package pasted an the websste are t}le official specificatioris and shall not alter the elect�°onic copy of the specifcations and/or pricing sheet (Exhibit 1}, withaut clearly identifying changes. The unciersigned undei-stands they will be responsible for monitaring the Gity of Dei�ton Purchasing Website at; ht(p:!%��=�v«�.ril�•n1'�iurit��n,�x>mfin�fex.as�l�n�e_=.�t)7 to ensure they 17ave downloaded and signed all addenduin(s} required for submission wilh their response. l certify tliat I have made no wiliful misrepresentatians in tllis subinission, nor havc I withlletd information in my staternents and answers ta questions. I am aware that the informatian given by me in this submission wil! be investigated, with �ny full pennission, and that any misrepresentatians or omissions may cause my submission to be rejected. . � ,.� . . w # * , . . , � a.- � !, � �a�- � -w �.� � � � ►. � -. NAM� AND ADDRESS �F COMPANY: � ��.� 1 � �� _- a�� ._. ___ _ �._.._ �� .� �._ _.��. ��,_ �>� �t�� .,......�,� � ��, .� .. . ��`�° —� �.�`� _ _ . * "' ` • ., RF'P 5582 � I�Iain Do�u�n��7t � Received Received __ Received AUTHORIZED ft�'.�b�in�,l�"�''['�'I"�'V�� .- ' ` �, '`F �� '" r"� �X J1gC]StUI'e ��.`� � � "�,� _, Date . . �� °�.�'��,... ��.1�� - Name _�p� �a ��.�� _� —... Title M, ��L� ��--- F�x R]c�P � � � � � � �.