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2014-320ORDINANCE NO. 2014-320 AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR THE SUPPLY OF ELECTRIC UTILITY OVERHEAD AND UNDERGROUND DISTRIBUTION TRANSFORMERS FOR DENTON MUNICIPAL ELECTRIC; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 5347-AWARDED TO TECHLINE, 1NC. 1N THE THREE (3) YEAR NOT-TO-EXCEED AMOIJNT OF $4,500,000). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for the supply of Electric Utility Overhead and Underground Distribution Transformers 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 irnportance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 5347 Techline, Inc. $4,500,000 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 5347 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 proposals. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. � ,'�(�� !"��;1;L� �➢�� ,I'1��,.�:��"1;17 t��i� lhc �� i�ti� �:�:�" �`�:��`��" �y... �. �°�" .,�, . WATTS, MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY ��.. ., . "`� ��' ,�,,. � BY:�� , '� �:"� �� °°� �� `r� �� =�'�� ` w APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY . ��no � � � ,�` �� .;� � BY °.. ��..::�� _. � �� " � �� ....�..... � � � n� � ��,�� CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND TECHLINE, INC. (RFP 5347) THIS CONTRACT is made and entered into this `��° LL day of A.D., 2014, by and between TECHLINE, INC. a corporation, whose address is 5401 Martin Street Fort Worth, TX 76119, hereinafter referred to as "Supplier," and the CITY, OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products in accordance with the City's RFP #5347 SUPPLY OF OVERHEAD__AND LJNDERGROiTND DISTRIBUTION TRANSFORMERS, a copy of which is on file at the ofiice 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 5347 (Exhibit "B" on file at the office of the Purchasing Agent) (c) Form CIQ — Conflict of Interest Questionnaire (Exhibit "C"). (d) Supplier's Proposal. (Exhibit "D"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." RFP5347 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. TECHLINE, 1NC �� BY: �✓"°�..,�°�� ,�� ..�_ ...�.� � � �� „m..... AUTHORIZED � I��I �TURE I��: �� '��...�.��...�.. �� , N��;__ ' �.� �« ��......_� � Title:� ,� �' � ... .....�.� _�.�.� � � °�' � °" ��_�. .._ ...�.� PHONE NUMBER .... �_ � �.. � � •� "° �-.�.....__�.�. FAX NUMBER CITY OF DENTON, TEXAS � r° ATTEST: ��µ�M�µ„ � JENNIFER WALTERS, CITY SECRETARY BY: °' �' ��° ��i:f'.�I�� i� C. CAMPBELL, �" C"� MANAGER �. ��, �� , � . BY � � �' "p �� :� ��"� � d � " ��'� ��K��: � �,.. � � �.. � �....�. __..... �'�-i' � � � �. � � APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY � �„ BY: ,�"�°�" ��" �" �"""� �'" "� � � _.�_.� �.� � „�� ,� ��rkw �� RFP 5347 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 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 of Denton. Notice of a change shall be submitted in writing to dentonpurchasin�(cr�,citvofdenton.com, with the above file number in the subject line, for review. Products found to have changed specifications without notification, and acceptance, will be returned at the supplier's expense. Products that have been installed will be replaced at the supplier's expense. Authorized Distributor The supplier shall be the manufacturer or authorized distributor of the proposed products. The distributor shall be authorized to sell to the City of Denton, and make available the manufacturer's representative as needed by the City. Conkr•�tit�-� Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council, unless either party notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. Price Escalation and De-escalation The City will implement an escalation/de-escalation price adjustment annually. The escalation/de-escalation will be based upon manufacturer published pricing sheets to the vendor. The price will be increased or decreased based upon the annually percentage change in the manufacturer's price list. The price adjustment will be determined quarterly from the award date. Should the change exceed or decrease a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the published price change. It is the supplier or the City's responsibility to request a price adjustment annually in writing. If no request is made, then it will be assumed that the bid price will be in effect. The supplier must �m��r�r�i��l +r�m� Mat�� ;��i��li�� h� �r��r��r�"a�.�#��•�*�m� �r"rcir� � ��r.�t� �r�+�t� I��ca �;�wi�:�r�M�r�t� �� I��i�� proposal, to participate in the escalation/de-escalation clause. RFP 5347 Total Contract Amount The contract total shall not exceed $4,500,000. 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. Liquidated Dama�es Liquidated damages shall not exceed 3% of the total contract value. RFP 5347 � i 1� �, . 1, 1 � ,; 1 1 1 These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton's solicitation are applrcable to Contracts/Purchase Orders issued by the City af Denton hereinafter referred to as the City or Buyer ,a��c� tltc� "w�V1�� I��^��rr ��`t��` referred to as the 5upplier. Any deviations must be in writing and signed by a r�q��c�.�+�N��<i��m��a� a�� t�� ` i6v�"� Procurement Department and the Supplier. No Terms and Conditions container� a�7 lE�r� ��aii��'� �"r'��s.��:�q. response, Invoice or Statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the Contr;��,t/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 conditians, uniess exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sectians 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a Solicitation to purchase Goods, and Sections 9, 10, 11 and 22 shall apply only to a Solicitation to purchase Services to be performed principally at the City's premises or on public rights-of-way. l. SUPPLIER'S OBLIGATIONS. The Supplier shall fully and timely pravide all deliverables described in the Solicitation and in the Supplier's Offer in strict accardance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless atherwise speciiied in the Solicitatian, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. SUPPLIER TO PAC GE DELIVE BLES: T��a:° "��Ag��¢�M' �^RII y;��t�+��t��s �?rc��owr��'��C.�9�� xz� ��,rsa°��r��.;�: ��i��fl� good cammercial practice and sha{1 include a packing list �N°��wr,vid�,� a��; ��^��r`wq�t��'ff�a'� ra�'s� ��tl� �t<'•�r�"�, iB�� p�i<tost�t�� z�ota� a�s�i'G price unless otherwise provided in the Specifications �ro• ��g��.rn��t��4 "I �r9�ab�� air�ti9 l.r�r��idaaaux�, �.�a�i� �9�i��iaa��,�, container shall be clearly and permanently marked as falpr��v�: qtiM�� "�'I�� ,�ga��l��'"^� ��w�� d�u� �z�:��a"�� A"�� '� ��"'� name, address and purchase order or purchase release n��b�ro�l��m° a�d��l t�u�; ��uc�v ��;a�+��p�b�� d��w��1��" u�� G1�9�am�a��''G� �� Container number and total number of containers, e.g. bo� I a�fl �I ��u�;��;�, ;��'wa�G �c�`y ��'�c� sro�ids��s��° ti'��`��e� �<�aa�„�i��t',a" kra,,�d g�n�w the packing list. The Supplier shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transpartation costs and to conform to all the requirements of cammon cai•riei°s and any applicable specification. The City's count ar weight shall be final and canclusive an shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Supplier is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk af loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Supplier's price shall be deemed to include ail delivei°y and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights unde�° law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery befare accepting them, and to reje�l ��tl�c�,�o�Par ��°� ��trw�•r��a��C'��A�rzz�r��u� �9¢�@ir��:�•��1�Vc,�. If the City has Yhe right Q�r �Aro�;g�� 6�� wg��p��ier's, or the Supplier's Sub�saa�i�p•�ro��1aa� w. �a^u��i��;�r d��° 1'Nn�:� c��,�rwa�r•�u��l�� at the Supplier's, or the ��Bvp�&c�q-°^+ �apk�r,��p°��p•actor's, premises, the �up��n�� ;��q� �"��n�p��wti�y� �,7�� ,��r�� ti� �� W�b��pn�G��1, without additional charg�, ��11 w•��^�c��Y�rq�r ��,��.iBities and assistance to the City to facilitate such inspection. RFP 5347 8. N EPLACE ENT F EFECTIVE TEN E: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Supplier shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Supplier may notify the City of the intention ta cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AN C N ITI N F W K: The City shall provide the Supplier access to the sites where the Supplier is to perform the services as required in order for the Supplier to perform the services in a timely and efficient manner, in accai°dance with and subject to the appl►cable security laws, rules, and regulations. The Supplier acknowledges that it has satisfied itself as to the nature of the City's service requirements and specifications, the locatjon and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perfarm the services, and any other conditian ar state of fact which could in any way affect performance of the Supplier's obligations under the cantract. The Supplier hereby releases and holds the City harmless frotn and against any liability or claim for damages of any k►nd or nature if the actual site or sei°vice conditions differ from expected conditions. 10. W KF CE A. The Supplier shall employ only orderly and competent workers, skilled in the performance of the services which they will perfarm under the Contract. B. The Supplier, its employees, subcontractors, and subcontractor's employees may not while engaged in participating ar responding to a solicitation or while in the caurse and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a cancealed handgun that is iicensed under state law, except as required hy the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Supplier that any worker ►s incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Supplier shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written cansent. Immigration: The Supplier represents and warrants that it shall comply with the requirements af the Immigi°ation Reform and Control Act of 1986 and 199d regarding employment verification and retention af verification forms for any individuals hired on or after November 6, 1986, who will perform any labar or services under the Contract and the Illegal Immigration Reform and Immigrant Responsfbility Act of 1996 (66IIRIRA) enacted on September 30, 1996. 11. C PLIANCE WIT EALT , SAFETY, AN ENVIR N ENTAL EGULATI NS: The Supplier, it's Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but nat limited to thase promulgated by the City and by the dccupational Safety and Health Administration (OSHA). In case of conflict, the most sti°ingent safety requirement shall govern. The Supplier shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Supplier's obligations under this paragraph. Environmental Protection: The supplier shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates af the Clean Air Act (42 U.S.C. §7401 et seg.} and the Federal Watei° Pollution Control Act, as amended, (33 U.S.C. § 1251 et seq.). 12.INV ICES: A. The Supplier shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or delivei°ies 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 nu ber, the purchase order or delivery order number and the master agreement number if applicable, the Department's Name, and the name of the point of contact for the epartment. Invoices shall be itemized and transportation P 5347 charges, if any, shall be listed separately. A copy of the bill af lading and the freight waybill, when applicable, shall be attached ta the invoice. The Supplier's name, remittance address and, if applicable, the tax identification number an the invoice must exactly match the information in the Vendor's registration with the City. Unless atherwise instructed in writing, the City may rely on the remiitance address specified an the Supplier's invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invaices shall also include a tabulation af 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 Cantract, the Supplier shall pass through all Subcontract and other authorized expenses at actual cast withaut 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 ceirtificate upon request. 13. PAYMENT: A. All praper invoices need to be sent ta Accaunts Payable. Approved invaices will be paid withln thii°ty (30) calendar days of the City's receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specitied in Texas Government Code Sectfon 2251.025 or the maximurn lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Supplier wil l be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set offthe entire payment ar part of any payment otherwise due the Supplier to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Supplier; ii. third party claims, which are not covered by the insurance which the Supplier is required ta provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure af the Supplier to pay Subcontractors, or for labor, materials or equipment; iv, damage to the property of the City or the City's agents, employees or suppliers, which is not covered by insurance required ta be pravided by the Supplier; v. reasonable evidence that the Supplier's obligations will nat be completed within the time specified in the Canti°act, and that the unpaid balance would not be adequate to cover actual or liquidated damages for the anticipated delay; vi, failure of the Supplier to submit proper invoices with purchase order number, with all required attachments and support►ng documentation; or v►i. failure of the Supplier ta comply with any material provision of the Contract Dacuments. 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 awed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree ta payment by credit card or electron►c transfei° 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 continuatian of th►s contract is dependent upon the availability of funding. The City's payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or ather 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 af the failui°e of the City ta make an adequate Appropriation far any fiscal year to pay the amounts due under the Contract, or the reductian of any Appropriation to an amaunt insufficient to permit the City to pay its obligations under the Contract. In the event of nane ar inadequate appropriatian of funds, there will be na penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in cannection with the Cantract shall be paid by the Supplier, unless otherwise stated in the contract terms. , �. . � � �, . . , A. If a I7BE/MBE/WBE Program Plan is agreed to and the Supplier has identified Subcontractors, the Supplier is required to submit a Conte°act Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 1 Sth calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Supplier is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Supplier, except claims (1} which have been previously asserted in writing and not yet settled, (2} arising from defective work appearing after final inspection, (3} arising from failure of the Supplier to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Supplier's continuing obligations under the Cont�°act, including but not limited to indemnity and warranty obligations, or (5} arising under the City's right to audit; and ii. a waiver af all claims by the Supplier against the City other ttran those previously asserted ►n writing and not yet settled. 16. SPECIAL TO LS & TEST E UIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or i°equired by the Supplier foi° 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. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, recards and computations pertaining to the Contract. The Supplier shall retajn such boaks, records, documents and other evidence pertaining ta the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresalved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, dacuments and other evidence shall be available, within ten (10) business days of written request. Further, the Supplier shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining ta the Contract, and ta allow the City similar access to those documents. All books and records will be made available w►thin a Sd 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 overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be bor°ne by the Supplier which must be payable with►n five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this sect►on shall be a material breach of the Contract and shall constitute, in the City's sole discretion, grounds for termination thereo£ Each of the terms "books", "records", "documents" and "other evidence", as used above, shall be construed to include drafts and elect'°onic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBC NT ACTORS: A. If the Supplier identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the 5upplier shall comply with all requirernents approved by the City. The Supplier shall not initially employ any Subcontractor except as provided in the Supplier's Plan. The Supplier shall not substitute any Subcontractor identified in the Plan, un(ess the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall canstitute a waiver of any rights or remedies of the City with respect ta defective deliverables provided hy a Suhcontractor. If a Plan has heen approved, the Supplier is additionally required ta submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Supplier by a Subcontractor shall be pursuant to a written contract between the Supplier and Subcontractor. The terms of the subcantract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor he provided in strict accordance with the provisions, specifications and terms ofthe Contract; i►. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Supplier. The City may require, as a conditian 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 invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Supplier in sufficient time to enable the Supplier to include same with its invoice oi° application for payment to the City ►n accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Supplier, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemn►fy and hold the City harmless to the same extent as the Supplier is i°equired to ►ndemnify the City. RFP 5347 C. The Supplier shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Supplier is respansible for the Supplier's own acts and omissions. Nothing in the Contr•act shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractar, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. L7. The Supplier shall pay each Subcontractor its appropriate share of payments made to the Supplier not later than ten (1 d} calendar days after receipt of payment from the City. 19. WA RANTY-P ICE: A. The Supplier warrants the prices quoted in the Offer are na 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 heen 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 ar with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Supplier, or otherwise recover, any amounts paid for items in excess of the Supplier's current prices on arders by others for like deliverables under similar terms of purchase. 20. WARRANTY — TITLE: The Supplier warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, securjty interests and encumbrances. The Supplier shall indemnify and hold the City harmless from and against all adverse title claims ta the deliverables. 21, WARRANTY — DELIVERABLES: The Supplier warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and confarm in aIl material respects to the specifications, drawings, and descriptions in the Solicitation, ta any samples furnished by the Supplier, to the terms, covenants and conditions of the Contract, and to all 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. A. Recycled deliverables shall he clearly identified as such. B. 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 fai°ce or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year fram the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverahles. Tf during the warranty period, one or more of the above warranties are bi°eached, the Suppl►er shall pramptly upon receipt of demand either repair the non-conforming deliverables, or replace the nan-conforming deliverables with fully conforming deliverables, at the C►ty's aption and at no additional cost to the City. All costs inc►dental 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 defect►ve 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 C►ty upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Supplier ►s not the manufacturer, and the deliverables are covered by a separate manufacturer's warranty, the Supplier shall 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 C►ty to the fullest extent to enfarce such manufacturer's warranty for the benefit of the City. 22. WAR ANTY — SERVICES: The Supplier warrants and represents that all sei°vices to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Supplier may not limit, exclude or disclaim the foregoing warranty or any wai°ranty implied by law, and any attempt to da so shall be without force or effect. . . , B. Unless otherwise specified in the Cantract, the warranty period shall be at least one year from the Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the Supplier shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental ta such additional performance shall be borne by the Supplier. The City shall endeavor to give the Supplier written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City's rights under this section. C. If the Supplier is unable or unwilling ta perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Supplier, and purchase conforming services from other sources. In such event, the Supplier shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE F INC PLETE OR NON-CONFORMING ELIVE BLES: If, instead of requir►ng immediate correction or removal and replacement of defective or nan-canforming deliverables, the City prefers to accept it, the City may do so. The Supplier sha11 pay all claims, costs, losses and damages attributable to the City's evaluatian of and determ►nation 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 af the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded ta the City by the Supplier. 24. RIGHT TO ASSURANCE: Whenever one party to the Contr°act in good faith has reason to quest►on the other party's intent to perfarm, demand may be made to the other party far written assurance of the intent to perform. In the event that no assurance ►s given within the time specified after demand is made, the demanding par°ty may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an ►mmediate Stop Work Notice in the event the Supplier is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Supplier will cease all work until notified by the City that the violation or unsafe condition has been carrected. The Supplier shall be liable for ali costs incurred by the City as a result af the issuance of such Stop Wark Notice. 26. DEFAULT: The Supplier shall be in default under the Contract if the Supplier (a} fails to fully, timely and faithfully perform any of its material obligat►ons under the Cantract, (b} fails to provide adequate assurance of performance under Paragraph 24, (c) becomes ►nsolvent or seeks relief under the bankruptcy laws of the United States ar (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. TE INATI N 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 atherwise specified, after the date of such notice, unless the Supplier, within such ten (ld) day per►od, cures such default, or provides evidence sufficient to prove to the City's reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Supplier's default, including, without limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post-judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Supplier, the City may remove the Supplier from the City's vendor list for three (3} years and any dffer submitted by the Supplier may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulat►ve and are not exclusive af any other right ar remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right ta terminate the Contract, in whole ar in part, without cause any time upon thirty (30} calendar days' prior written notice. Upon receipt of a notice of termination, the Suppller shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Supplier, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior° to the date of tei°mination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Supplier on any Offer or in any report or deliverable required to be subrnitted by the Supplier to the City shall be grounds for the termination of the Contract for cause by the City and RFP 5347 may result 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 it is in its best ►nterest. If such delay causes an increase in the cast of the work under the Contract, the City and the Supplier shall negotiate an equitable adjustment for 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 (30} calendar days from the date of receipt of the notice of delay. Fa►lure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Supplier from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign canduct, or any other cause beyond the reasonable cont�°ol of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, hawever, in such an event, a conference will be held within three (3) husiness days to establish a mutually agreeable periad of time reasonably necessary ta overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. °'Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability af every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate d►spute resolution mechanism, including attorney and other professional fees for: (1} damage to ar loss of the property of any persan (including, but nat limited to the City, the Supplier, their respective agents, officers, employees and subcontractors; the officers, agents, and employees af such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensat3on, loss of services, or loss of income ar wages to any person (including but not limited to the agents, officers and employees af the City, the Supplier, the Supplier's subcontractors, and third parties), ii. '°Fault°' shall include the sale af defective or non-canforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE SUPPLIER SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCE ING OR RESULTING FROM THE FAULT dF TxE SUPPLIER, OR TxE SUPPLIER's AGENTS, EMPLOYEES oR suBCONT CTORS, IN TxE PERFOR NCE OF THE SUPPLIER'S OBLIGATIONS UNDER THE CONT CT. NOTHING HEREIN SHALL BE DEEMED TCl LIMIT THE RIGHT5 OF THE C1TY OR THE SUPPLIER (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CdNTRIBUTION) AGAINST ANY TIIIRD PARTY WHO Y BE LIABLE FOR AN IND�MNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are appl►cable, in addition to the specific insurance requirements detailed in the solicitatian document. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City af Denton. The insurance shall be wr►tten by a company licensed ta da business in the State of Texas and satisfactory to the City of Denton. A. General Requirements. i. The Supplier shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, ►ncluding extension options and hold over perfads, 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 priar to contract execution and within fourteen (14) calendar days after written request fram the C►ty. Failure ta prov►de the required Certificate af Insurance may subject the dffer to disqualification from consideration for award. The Supplier must also forward a Certificate of Insurance to the City whenever a previously identified policy per►ad has expired, or an extension option or hold over period is exercised, as verification af continuing coverage. iii. The Supplier shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Supplier hereunder and shall not be construed to be a limitatian of liab►lity an the part of the Supplier. iv. The Supplier must submit certificates of insurance to the City for all subcantractors prior to the RFP 5347 subcontractors commencing work on the project. v. The Supplier's and all subcontractors' insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written hy companies with A.M. Best ratings of A- VII or better. The City will accept workers' compensation coverage written by the Texas Workers' Compensation Insurance Fund. vi. All endorsements naming the City as additionai insured, waivers, and notices of cancellation endorsements as well as the Certificate af Insurance shall cantain the sol►citation number and the following information: City of Denton Materials Management Department 901 B Texas Street Denton, Texas 76209 vii. The "other" insurance clause shall not apply ta the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering bath the City and the Supplier, shall be considered primary coverage as applicable. viii. If insurance policies are not written for arnounts agreed to with the City, the Supplier shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary caverage. ix. The C►ty shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements ther•eto and may make any reasanable requests for deletion or rev►sion or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City hased upon changes in statutory law, court decisions, the claims history of the industry ar financial condition of the insurance company as well as the Supplier. xi. The Supplier sha31 not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Supplier shall be responsible far premiums, deductibles and self-insured retentions, if any, stated in policies. All deductihles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Supplier shall endeavor to provide the City thirty (30} calendar days' written notice of erosion of the aggregate Ifmits below occurrence limits for all applicable covei°age's ►ndicated within the Cantract. xiv. The insurance coverage's specified in within the solicitation and requyrements are required minimums and are not intended to limit the responsibility or liability of the Supplier. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAI S: If any cla►m, demand, suit, or athei° action ►s asserted against the Supplier which arises under or concerns the Contract, or which could have a material adverse affect on the Supplier's ability to perform thereunder, the Supplier shall give written notice thereof to the City within ten (10} calendar days after receipt of notice by the Supplier. Such notice to the City shall state the date of notification af any such claim, demand, suit, or other action; the names and addresses af the claimant(s); the basis thereof; and the name of each person against whom such claim is be►ng 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, Denton, Texas76201. 34. NOTICES: Unless otherwise specified, all notices, requests, oi° other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3} business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices del►vered by other means shall he deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Not►ces 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 of the Purchasing Manager. . . , ' 35. IG TS T I, PR P SAL AN C NT ACTUAL MATE IAL: All material submitted by the Supplier to the City shall become property of the City upon receipt. Any partions of such material claimed by the Supplier to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Supplier represents and warrants ta 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 of any third party; that no claims have been made by any person ar entity with respect to the ownership or operatian of the deliverables and the Supplier does not know of any valid basis far any such claims. The Supplier shall, at its sole expense, defend, indemnify, and hald the City harmless from and against all liability, damages, and costs (►ncluding court costs and reasanable fees of attorneys and other profess►onals} arising out of ar resulting from: (i) any claim that the City's exercise anywhere in the world of the rights associated with the City's' ownership, and if applicabie, license i°►ghts, and its use of the deliverables infi°inges the intellectual property r►ghts 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 of any such claim, the City shall have the right to monitor such clairn or at its option engage its own separate counsel ta act as co-caunsel on the City's behalf. Fui°ther, Supplier agrees that the City's specifications regarding the deliverables shall in no way diminish Supplier's warranties or obligatians under this paragraph and the City makes no wai°ranty that the production, development, or delivery of such deliverables will not impact such warranties of Supplier. 37. C NFI ENTIALITY: In order ta provide the deliverables to the City, Supplier may require access ta certain of the City's and/or its licensors' confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential} (collectively, "Confidential Information"}. Supplier acknowledges and agrees that the Confidential Infarmation is the valuable property af the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidentral Information will substantia(ly injure the City and/or its licensors. The Supplier (including its employees, subcantractors, agents, or representatives} agrees that it will maintain the Confidential Information in strict confidence and shall not d►sclose, disseminate, capy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent 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 gavernmental authority with proper jurisdiction, provided the Supplier promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate pi•otective order. The Supplier agrees to use protective measures no (ess stringent than the Supplier uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNE S IP AN iJSE F ELIVE A LES: The City shall own all rights, titles, and interests throughout the warld in and to the deliverables. A. Patents. As to any patentahle subject matter contained in the deliverables, the Supplier agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the 5upplier agrees ta 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 farm to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As ta any deliverables containing copyrightable suhject matter, the Supplier agrees that upon their creatian, such deliverables shall be considered as work made-for-hire by the Supplier for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City's sole or joint ownership of any such deliverables arising by virtue of the City's sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Supplier 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 worldwide right, title, and interest in and to such deliverables. With respect to such work made-for-hire, the Supplier agrees to execute, acknowledge, and deliver and cause each of its employees pi°oviding services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably appraved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. P 5347 C. Additional Assignments. The Suppl►er further agrees to, and if applicable, cause each af its emplayees ta, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the C►ty might reasonably deem necessary in order to apply for and abtain copyr►ght protection, mask work registration, trademark registration and/or protection, letters patent, ar any similar rights in any and all countr►es and in order to assign and convey to the City, its successars, assigns and nominees, the sole and exclusive right, title, and interest in and to the del►verahles. The Suppl►er's obligat►ons to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered} instruments or papers such as those described in this Paragraph 3$ 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 capyright protection, mask work registration or patent protection for any of the deliverables, but should desyre to keep the same secret, the Supplier agrees to treat the same as Confidential Infarmation under the terms of Paragraph 37 above. 39. PU LICATI NS: All published material and written reports submitted under the Contract must be originally develaped material unless otherwise specifically provided in the Cantract. When material not originally developed is included in a report in any form, the source shall be ident►iied. 40. ADVERTISING: The Supplier shall not advertise or publish, withaut the City's priar consent, the fact that the City has entered into the Contract, except to the extent required hy law. 41. N C NTINGENT FEES: The Supplier warrants that no person or selling agency has been employed ar retained to solicit or secure the Cantract upon any agreement ar understanding for cornmission, percentage, brokerage, or cantingent fee, excepting bona fide employees of bona fide established commercial oi° 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 ava►lable, to cancel the Conti°act without liabllity and to deduct from any amounts owed to the Supplier, or otherwise recover, the full amount of such commission, percentage, brakerage or contingent fee. 42. G ATUITIES: The City may, by written notice ta the Supplier, cancel the Contract without lfability if it is determined by the City that gratuities were offered or given by the Supplier or any agent or representative of the Suppl►er to any officer or employee of the City of Denton with a view taward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in additian to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Supplier in providing such gratuities. 43. P I ITI N AGAINST PE S NAL INTEREST IN C NT ACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct ar indirect, in the Contract resulting from that solicitation. Any willful vialation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, af the Supplier shall render the Contract voidable by the City. The Supplier shall complete and submit the City's Conflict of Interest Questionna►re (Attachment }. 44. INDEPENDENT 5UPPLIER: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Supplier's services shall be those of an independent supplier. The Supplier agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, w►thhalding, social security taxes, vacation or sick leave benefits, worker's compensation, or any other City employee benefit. The City shall nat have supervision and control of the Supplier or any employee of the Supplier, and it is exp'°essly understood that Suppl►er shall perfoi°m the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. 45. ASSIGN ENT- ELEGATI N: The Contract shall be binding upon and ensure to the benefit of the City and the Supplier and their respective successors and assigns, provided hawever, that no right or interest in the Cantract shall be assigned and no obligation shall be delegated by the Supplier without the pr►or written consent of the City. Any attempted assignment or delegation by the Supplier shall be void unless made ►n conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it P 5347 being the intention of the parties that there are no third party beneficiar►es to the Contract. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation af the claim ar right unless the waiver or renunciation is supported by consideration and is in wi°iting signed by the aggrieved party. No waiver by either the Supplier or the City of any one or more events of default by the other party shall operate as, ar be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express ar implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. IFICATIONS: The Contract can be mod►fied or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Supplier invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Cantract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance ar usage of the trade shall be relevant to supplement or explain any term used in the Conti°act. Althaugh the Contract may have been substantially drafted by one party, it is the intent af the parties that all provisions be canstrued in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shali control, unless otherwise defined in the Contract. 49. ISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Cantract, or the breach thereof, the parties agree to negotiate prior ta prosecuting a suit for damages. However, this section does nat prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunct►ve relief. Either party may make a written request for a meet►ng between representatives af each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party sha11 include, at a minimum, one (1} senior levei individual with decision-making autharity regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30} calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may praceed directly to mediat►on as described belaw. 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 ski(ls to assist with resolution of the dispute. Should they choose this aption; the City and the Supplier agree to act in good faith in the selection of the mediator and to give consideration to qualified ►ndividuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a med►ator within thirty (30} calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP}. The parties agree to participate in mediation in good faith for up to thirty (30} calendar days from the date of the first mediation session. The City and the Supplier will share the med►ator'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. Sd. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter l, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALI ITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in na way affect the validity or enforceability of any other partion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be vaid. The parties further agree ta reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent af the stricken RFP 5347 provision. The provisions af this sect►on shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. OLIDAYS: The following holidays are abserved by the City New Year's Day (observe� MLK Day Memorial Day 4th of Ju1y Labor Day Thanksgiv►ng Day Day After Thanksgiving Christmas Eve (observed} Christmas Day (observed} New Year's Day (observe If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the fallowing Monday. Normal hours af operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of I7entan Holidays. Any scheduled deliveries or work performance not with►n the normal hours of operatian must be approved by the City Manager af Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All pravisions af the Contract that impose continuing obligations on the parties, including hut not limited to the warranty, indemnity, and confidentiality obligations af the parties, shall survive the expiration or terrnination of the Contract. 54. NON-SUSPENSION OR DE ARMENT CERTIFICATION: The C►ty 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 Dentan Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business w►th the Federal Government, as indicated by the General Services Administration List of Parties Excluded fram Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. E UAL OPPO TUNITY A. Equal Employment Opportunity: No dfferor, or Offeror's agent, shall engage in any discriminatary employment practice. No person shall, on the grounds of race, sex, age, disability, creed, color, genetic testing, or natianal origin, be refused the benefits of, or be otherwise subjected to discriminatian under any activities resulting from this RFQ. B. Americans with isabilities Act (A A} Compliance: No Offeror, or Offeror's agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain %derally funded requirements) The fallowing federally funded requirements are applicable, in addition to the specific federally funded requirements. A. Definitions. As used in this paragraph — i. "Component" means an article, material, or supply incarporated directly into an end product. ii. °'Cast af companents°' means - (1} For components purchased by the Supplier, the acquisition cast, including transportation costs to the place of incorporatian into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued}; or (2} For components manufactured by the Supplier, all costs associated with the manufacture of the component, including transportat►on costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components daes not include any costs associated with the manufacture of the end product. ii►. °'Domestic end product'° means- (1) An unmanufactured end product mined or produced in the United States; or • • , (2} An end product manufactured in the United States, if the cost of ►ts camponents m►ned, produced, or manufactured in the United States exceeds 50 percent af the cost of all its camponents. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably ava►lable commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for pracessing in the United States is considered domestic. iv. °°End product'° means those articles, materials, and supplies ta be acquired under the contract for public use. v. "Foreign end praduct" means an end product other than a domestic end product. vi. "United States" means the SO States, the District of 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 for use in the United States. C. The City does not maintain a list of fareign articles that will be treated as damestic for this Contract; but will consider for approval foreign art►cles as domestic far this product if the articles are on a list appraved by another Governmental Agency. The Offeror shall submit documentatian with their Offer demonstrating that the article is an an approved Governmental list. I3. The Supplier shall deliver only domestic end products except to the extent that it specifed delivery of foreign end products in the provision of the Salicitation entitled '°Buy Amei°ican Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this solicitation, whether arnended or nat, except as prohibited by law. Selection of rejection of the subrnittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded supplier or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the supplier. 59. PREVAILING WAGE RATES: All suppliers wi11 be required ta comply with Provision 5159a of "Vernon's Annotated Civil Statutes" of the State of Texas with respect to the payment of prevailing wage rates and prohibiting d►scrimination in the emplayment practices. http•//www access.eno.aov/davisbacon/tx.html 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Supplier must comply with all applicable laws at all times, including, without limitation, the following: (i} §36.02 of the Texas Penal Code, which prahibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public ser°vants. The Supplier shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDE AL, STATE, AN LOCAL REQUIREMENT5: Supplier shall demonstrate an-site compliance w►th the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978, dealing with issuance of Form W-2's to common Iaw employees. Supplier is responsible for both federal and State unemployment insurance coverage and standard Worker's Compensation insurance coverage. Supp(ier shall ensure compl►ance with all federal and State tax laws and withholding requirements. The City of Denton shall not be lzable to Supplier or its employees for any Unemployment or Warkers' Compensation coverage, or federal or State withholding requirements. Supplier shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Supplier's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The supplier shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Puhlic Law 100-690, Title V, Subtitle D; 41 U.S.C. 7d1 ET SEQ.) and maintain a drug- fi°ee work environment; and the final rule, government-wide requirements for drug-free wark place (grants}, issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F} ta implement the provisians of the Drug-Free Work Place Act of 1988 is incorporated by reference and the supplier shall comply with the relevant provisions thereof, ►ncluding any amendments to the final rule that may hereafter be issued. 63. SUPPLIER LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Supplier shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Supplier and its employees, agents, subcontractors, and suppliers, including any delivery or cartage campany, in connection with any R .. ! .. .. � � ��.�� perfoi°mance pursuant to the Cantract. The Supplier shall notify the City of Denton Procurement Manager in writing of any such damage within one (1} calendar day. 64. FORCE MAJEU E: The City of Dentan, any Customer, and the Supplier shall nat be respansible far performance under the Contract should it be prevented from performance by an act of war, o'°der of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Supplier will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Supplier continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent passible without delay. The Supplier shall ►mmediately notify the City of Denton Procurement Manager by telephane (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance ar delay in perfarmance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require perfarmance in the future. No delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party af any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provisian of the Contract is in any way intended to canstitute a waiver by the City of Denton of any immunities from suit or from I iability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Supplier 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 Supplier shall retain all such records for a period of four (4) years after the expiratian of the Contract, or until the CPA or State Auditor's dffice is satisfied that ali audit and litigation matters are resolved, whichever periad is longer. The Supplier shall grant access to all baoks, recards and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review recards due ta federal funds being spent under the Contract. ., . , EXHIBIT C ...ww .... - �_ CONFLICT OF INTEREST QUESTIONNAIRE FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular Session. OFFICE ' USE ONLY This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a Date person who has a business relationship as defined by Section 176.001(1-a) with a local governmental Received entity and the person meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government ' Code. An offense under this section is a Class C misdemeanor. � ��_v � Name �f person who has a business rel�tian�'iaip tra+ikh Icac�� governmental er�tity. 2 � Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7`" business day after the date the originally filed questionnaire becomes incomplete or inaccurate.) 3 Name of local government officer with whom filer has an employment or business relationship. Name of Officer This section, (item 3 including subparts A, B, C& D), must be completed for each officer with whom the filer has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the filer of the questionnaire? � Yes � No B. Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? �� Yes �� No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of 10 percent or more? �� Yes I 1 No D. Describe each affiliation or business relationship. �..4_.. �.� .. Si Q��u°� of erson doi business with the overn � mm �� .... .....� � p 'ng g WWWWW�� mental Date ��ttrk ► ' , EXHIBIT D RFP 5347 - Pricing Sheet for OVERHEAD AND UNDERGROUND DISTRIBUTION TRANSFORMERS Product I�ra� acn�,�8 Prn�fio� (�t?�' N�Ea�"�R�II�'q�47�E : EST No Load Load Losses Mln. # of NEMA ITEM '' ANNUAL UOM DESCRIPTION Unit Prlcing Total Cast Losses Holes In Secondary Q�y ----TNLL---- _______TLL_____.,Spades (3 PH Only) OVERHEAD - POLEMOUNTED TRANSFORMERS k 1� EA TRANSFORMER, .5 kVA 120/208 $538.00 �'� G �Y�' �... .... . ....._ m.___ ..., . .... .... � ._mm. � 538.00 's �.,_......�..... � .._ .��. �.�..�...._� ......,.�... .�..... 2 SO EA TRANSFORMER, 10 kVA 120/240V $983.00 $ 9,830.00 p3'' pm� . . �...m.....��.... ��. .��..... .�.. ....� _ ._...� �. .�..�� .... 3 12 EA TRANSFORMER, 15 kVA 120/240V $1,174.00 $ 14,088.00 bl lz?� ,W.w4_.........� _ . — _.�._ 30 EA TRANSFORMER,^25 kVA 120/240V ^� $1,394.00 $ 41,820.00 � �3 p`+� �._ ..�. � .� ............m. w � ....�._.�.� � .....,. �e. �. �. .. ......,,. � .... � 5 16 EA TRANSFORMER, 50 kVA 120/240V $1,910.00 $ 34,380.00 i:rs �axn 6 10 EA T.._ �_.�� ._�..... ._� ...__. . ,w._w........�, � mm� ��RANSFORMER, 75 kVA 120/240V $2,908.00 $ 29,080.00 ara ya°�: mmm 7 1 EA TRANFORMER, SOkVA 240/460V $1 059.00 $ 1,0 , _ ........ _W_ 59.00 ..... a� ma 8 1 EA TRANSFORMER, 15 kVA 240/480Vmm�m� ^^^ $1,319.00 mmm $ 1,319.00 sT � aa3 �^ � � V ...�. �....._ _ ^ �, 9(r 177 9 Sm�mmITmmm �EAmm ITRANSFORMER 25 k A 240/460V $1,641.00 $ mm ^'1,641.00 �mmmmIT� � W WWWWWWm 10 1 EA ITRANSFORMER, 75 kVA 240/480V $2,829.00 $ 2,829•00 I W� mm z�`� �� ,...... _ ...._ _, __.. .�..��.....�.� _� _ ... �..�...�.��..I 11 1 EA TRANSFORMER, 100kVA 120/240V $4,136.00 $ 4,138.00 pr� 6Y� 12� 1 EA TRANSFORMER, SOOkVA 240/480V $3,404.00 $ 3m�m� �mmITIT mmmm ,404.00 zas amx 13 WW Ymm mm 1 EA TRANSFORMER, 167kVA 120/240V mmm�� $5,386A0 m� mm ....�...m � 5,386.00 �s� fos� 14 � 1 EA TRAN5FORMER, 167kVA 240/480V $4 796.00 $ 4,796. � �. e .,. OQ :tlfiFa 33EI 15 1 .. EA TRANSFORMER„50 kVA 277/480V .. $2,290.00 m..$ n._ 2,290.00. .'..'_ fl3r �:aaa Standard prlce deduct for transfarmers supplled wlthout 16 EA requlred tank maunted Llghkning $55.00 Arrester assembly, colled Hlgh Valtage lead and wlldllfe protector: ��.�. � ....m .. �Transform� ..�, ___ . � I dustrle�s ....., .....� — ..ro.,�._� ..� ... I er Manufackurer Only N�. parts & equlpment are 18 used In the manufacture of supplled Yes transformers: YES ar NO 19 � mmITITmm Authorized Distrlbutor by � .�� Manufacturer? YES or NO �. _. �._.... w.w.........._.��.m.,_ ... .. � . 20 WK Dellvery can be made wlthln . 8-10 Weeks w2eks of recelpt of arder. � ...........� . �.....�. � _..... � .......� . ...� ' ..,,,, ....�..I _ �w�.....�_,,, UNDERGROUND mmPAmDmm mmm�^T� mmmmA,n — MOUNTED SINGLE—PHASE TRANSFORMERS 21 5 EA SOkVA PMT, 240/120Vmmmmmm�� WWWW$mmm mmm� � 2,522.00 $ 12,610,00 142 343 ��..__.. �..... _.�....��....A � ._..�.� .....,,. � ..__._.... . � _...,,, � ...........� _ ...._ I 188 471 mmm23 5 EA SOOkVA PMT?240/120V II $3,645 00 $ 18,225.00 I ��WW� mm mmmmmmm ��4�m� .00 WWWWWWW� 223 604 24 21 EA 167kVA PMT, 240/120Vmmm�� WW$ u WWWW�WW� �m mm � mmmmm mmmmmmmmm 5,364.00 $ 113,064.00 352 894 25 A EA SSkVA PMT, 480/240V � $1,785.00 $ 1,78 �mmm mmIT WWWWWWWmmm�� 5.00 55 146 26 1 IEA 25kVA PMTm 240/120V ^^^ $2,096.00 �$ 2 096 00 W^^93I � 16 �� mmm� w.�..�� .. .._ _ w..... _.._..m 164 � $2,112.00 $mmmnn 2,112.00 93 X WW� mmm^^ —mm� 27 � 1 mmm IEA�I25kVA PMT 480/240V.^^^^mm WWW m mm� � 28 1 EA �100kVA PMT, 480/240V $3,888.00 $ 3,888.00 24d 571 � .� � . � �.....� � �_,, .� .. ...........�— —.,,� � � A_......_ �.. .., 29 1 EA 167kVA PMT, 480/240V $5,773.00 $ 5,773.00 343 834 .� e�.... ...... mwWW��.�...______�_m._ . ��.. ..� ..._. .....�.m.�...w...._�..� .....�_.....�i �f3 1 EA SOkVA DELTA, 12.47kV DELTA HV $3�ZZ1.00 $ 3,221.00 8.2� 403 240/120V IUNDERGROUND — PADMO �� W�WW� ^^mm^^^ UNTED THREE-PHASE TRANSFORMERS EXHIBIT D RFP 5347 - Pricing Sheet for OVERHEAD AND UNDERGROUND DISTRIBUTION TRANSFORMERS d�'r'�arisaa;t i'au a�a�wl B�rlcYn F�Jp, DESTINATIt7�t „ �;��- ��NO Load Load Losses Mln. # of NEMA ITEM ANNUAL UOM DESCRIPTION Unit Prlcing Total Cost Losses .,TLL----- Holes In Seeondary Qn ----TNLL---- Spades (3 PH Only) 31 6 EA TRANSFORMER, 3PH. UG 150 kVA $go690.00 $ 58,140.00 ' �"ea zna+l 'j 90AY/120V . , - �w.__........_..., �'' �W32� 3 EA iRAN5FORMER, 3PH. UG 225 kVA $11,281.00 mm��mmm$� 33,843.00 � �na�i»nv ars xsxa a 33 1 EA ��NSFORMER, 3 PH UG 225kVA $10,530.00 $ 1Q ��nmmmIT� µ � _ . � - ......... ....... ��.24o/120D 530.00 a�rr gsea e � .:: ..r.... -.,,:�:,.; � �,�,�,�,..... .. .... . _..�.. ,. —.. ,_...._. „�. ...��.,.. 34 1 EA ITRANSFORMER, 3PH. UG 225 kVA $10,772.00 $ 10,772.00 �� x�� ° �anvi�7�y .�...a._....... ..��....... ......� .�_....._.. .......,_ YW...�� 7RAYSZOVMER 3PH� UG 300 kVA 35 6 EA $11,921.00 $ 71,526.00 ear zs�a emm�^ — �..e �.�� -�-�- � , u.��__ �. _.,, �...�.� �� ... . .m.,m... —.,. m. _ 36 B EA �TRAN5FORMER, 3PH. UGSOOkVA $15,060.00 $ 120,480.00 ��a' ��9� '� 208Y/120V -•••••• 37 15 EA �� 'aaoY/277V �� $11,486.00 $� ,�172,290.00 i eza x�Tr� �a iRANSFORMER 3PH, Um�mm�m G 300 kVA 38 1.2� EA�� H. UG 500 kVA ��.�15,774.00 $..��18 ....� �..� ... aanvn�O�MER 3P...._�_.,..�_, • 9,288.00 9g� x>�a �' . x. „. . ......� ....��_ ...... .�....._.... .� �m..�.. 39 5 .... EA �24,210.00 � � ..iz. _..m � . .. TRANSFORMER, 3PH. UG 5000 kVA 1,050.00 g374 55'ne e aanYiz77y � ......... �.. _ �... .... ... _... _ __ �� . .�__ �...� ._ � � �.�� — � .�... . .._m _ TRANSFORMER 3PH.UG 1500 kVA 40 7 EA $32,494.00 $ 64,968.00 i�ea rv'rr ao aanvi�7�v � .�,.. � .... ....,.,_ _. .�. � _ ��.. � �... ,.......� 41 1 EA TRANSFORMER, 3PH. UG 2000 kVA g38,161.00 $ 38,181.00 aaas aae�a! xo qnnvi7 �v w,.-7.. � ..a._... . ... � 42 1 �EA �� $52,110.00 $ �. 5.� � TRANSFORMER, 3PH. UG 25 � ..��.. Yb . n nv i�-�-�� i ..... ....� � ��.�.�_. 00 VA � ..... '...� 2,110�00 vqa� ... xzrv�_�.,. �......._ TRANSFORMER, 3PH. UG 3000kVA 43 1 EA wa„�„��„ $61,392.00 I$ 61392.00 ^^^ .._. ... .rwe.a..v. ,,...� ................�_ -�.. .,,,, ........,._ ...,,,,,...�......,.,y,..._.._ -�.m.�.. J1.:iCtl - %.5�6�Y 30......._ TRANSFORMER, 3 PH. UG 75kVA c, a 1 EA $8, . .. 44 ..._..�_�. � ,�.'w.7,�`�' ...�....� .....� �_: 047.06 .... � 8,047.00I a,a...mm. �,...._. _.�...._� 45 h EA TRANSFORMER, 3 PH. UG 112.SkVA $8,54L00 $ 8,541.00 1r� �`�" ° __ m m.....�' �ne�i izov 46.,.. .,,,�.... �EA UG 750kVA ......�.� ..�.. �...�..,.. —.., TRANSFORMER, 3 PH � ..__-- �..� 208Y/120V . ,,,,� �� ,528.00 $ 21,528.00 _ — .�.. _ .�...M ��. .. 21_ ��. ioia �........... _...._ TRANSFORMER, 3 PH. UG 1000kVA �..W.�.._W�.. ��.�. ..... esaa� icr _4�.... � EA 7nRV/iZAd..� __. .�. �27,262.00�.��. � 27,262.00 ��y .�.. ��e� ,.. 48 1 EA TRANSFORMER, 3 PH.UG 112.SkVA g8,162.00 $ 8,162.00 �� ba ° aqnvn�7v I �.�w..., ... , � . , . ...,mp � � ,, �..,..�,,. _ -. r,m �.... ...�� .... � m ,..— ...... .. ..�___ 49 1 EA TRAN5FORMER, 3 PH. UG 150kVA $g�221.00 $ 9,221.00 34� `��" ° 480Y/27N . w-�-- .. .�....... �....�.... �. . - �........_.. . -- .�....... _..,...,�.,�...... . ..........� . � . aRnYi2?7v _ __...�... _ .....I . ._ , ..... �'' i� 50 1 EA TRANSFORMER 3 PH. UG 750kVA $�1,387.00 $ 21,387.00 9g� mmmmm �q mm mmm ^ � 51 '�mm �Smmm� Eq TRANSFORMER, 3 PH. UG DELTA $12,045.00 $ 12�OAS.00 617 z04�� .�'� ,�....:.�.�.�6'�� .d,�,�,��.k'� ...._. . ...... .�.��. .. ... .....�,.,,,.,..,�, .. . w....�..� ._��.... ... . ......._�. .. 52 Single-Phase PMT Manufacturer. Howard Industrles ...53 Three Ph... .�..... I dustrles ..... —�.�..._. ... ...��_�... ,., ase PMT Manufacturer: �nly parts & equlpment are 54 used In khe manufaeture af supplied Yes Itransformers: YE5 ar NO ...,.... Manufacture�r��YESt�or�Y�... Y��. ......� . ...�.,.,., ..m,. �.� ......., 55 No .5 ��....._ ..._..�....� � 56 Dellver can be made wlthin g-SO Weeks weeks of recelpt of order. Payment Term Dlscounts p �'."�'�nrnpa ......I AuSu9d9k�rdr�N.Bi4wc��u�t'7£... w�,�� w in arr�rrN,_.,, .,� ,�� InvaioePeidin,�G76aawYS RFT"�Ap�Pd�tY�I� . �...�.. . - �..� .... ......... ._..... ....... I law�w.ir�ri Prrir� lini a� titidgy�.. ,,,,,,,,,,,,,.,,.,..mm. 1w'„ �p P�YmI 1Y� �,�,_.�. ..�,�,�,. .......... I liirwr,rieam� F�'ire(iW iim 9� tfl�� v,�. •NOTE: PRICINO SHALL INCLUDE ALL COSTS TO DELIVER GOODS AS SPECIFIED FOB DESTINATION.