2016-138ORDINANCE NO. 2� 16-13 g
AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A
CONTRACT FOR ELECTRIC SUBSTATION RELAY PANELS FOR DENTON MUNICIPAL
ELECTRIC; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND
PROVIDING AN EFFECTIVE DATE (RFP 6056—AWARDED TO SCHWEITZER
ENGINEERING LABORATORIES, 1NC. IN THE THREE (3) YEAR NOT-TO-EXCEED
AMOLJNT OF $860,000).
WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for
the supply of substation relay panels 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 ofiice 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
6056 Schweitzer Engineering Laboratories, Inc. $860,000
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. This will be an initial one (1) year
contract with options to extend the contract for two (2) additional one (1) year periods with all terms
and conditions remaining the same.
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 6056 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.
PASSED AND APPROVED this the y��,��, .� day of �"V��� ,�'u�ww_m�, 2016.
� �rATTS, �,�,�"OR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
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ANITA BURGESS, CITY ATTORNEY
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CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND SCHWEITZER ENGINEERING LABS
(FILE 6056)
THIS CONTRACT is made and entered into this date __________________________,
by and between Schweitzer Engineering Laboratories, Inc. a corporation, whose address is 2350
NE Hopkins Court, Pullman, WA 99163, 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
RFP # 6056- Supply of
Protective Relay Panels in response thereto, a copy of which is attached hereto and incorporated
herein for all purposes as Exhibit "C". The Contract consists of this written agreement and the
following items which are attached hereto and incorporated herein by reference:
(a) Special Terms and Conditions
(b) City of Denton Standard Terms and Conditions B,
(c) City of D C
Agent)
(d) Certificate of Interested Parties Electronic Filing
(e) (Exhibit "E");
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
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IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
SUPPLIER
BY:
AUTHORIZED SIGNATURE
Date:
Name:
Title:
PHONE NUMBER
FAX NUMBER
______________________________
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
CITY OF DENTON, TEXAS
ATTEST:
JENNIFER WALTERS, CITY SECRETARY BY:
_____________________________
GEORGE C. CAMPBELL
CITY MANAGER
BY: __________________________________ Date: ________________________
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: _______________________________
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Exhibit A
Special Terms and Conditions
Total Contract Amount
The contact total for services shall not exceed $860,000. Pricing shall be per Exhibit E attached.
The Quantities indicated on Exhibit E 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.
Contract Terms
The contract term will be one (1) year, effective from date of award. The City and the Supplier
shall have the option to renew this contract for an additional two (2) one-year periods.
The contract shall commence upon the issuance of a Notice of Award by the City of Denton and
shall automatically renew each year, from the date of award by City Council, unless either party
notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the
contract may be further extended as needed, not to exceed a total of six (6) months.
Delivery
Product or services shall be delivered to the City per the days/weeks noted in Exhibit E after
receipt of the order.
Price Escalation and De-escalation
Prices 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.
Request must be submitted in writing with supporting evidence for need of such increase to the
Purchasing Manager at least 60 days prior to contract expiration of each year. Supply must also
provide supporting documentation as justification for the request.
Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation
as competitive with the general market price at the time, and become effective upon the renewal
date of the contract award or reject the increases within 30 calendar days after receipt of a properly
submitted request. If a properly submitted increase is rejected, the Contractor may request
cancellation of such items from the Contract by giving the City of Denton written notice.
Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre-
price increase prices must be honored on orders dated up to the official date of the City of Denton
approval and/or cancellation.
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The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation number.
The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes.
Product Changes during Contract Term
The supplier shall not change specifications during the contract term without prior approval. Any
deviation in the specifications or change in the product must be approved in advance by the City
of Denton. Notice of a change shall be submitted in writing to
dentonpurchasing@cityofdenton.com, with the above file number in the subject line, for review.
Products found to have changed specifications without notification, and acceptance, will be
returne
Rights to Data, Documents and Computer Software (Government Entity Ownerships)
Exhibit C (Original RFP Exhibit 2, Section 12), shall be revised to read:
Any software, research, reports studies, data, photographs, negatives or other documents, drawings
All such materials shall be delivered to the City by the contractor upon completion, or, to the extent
completed upon termination, or cancellation of this contract. Contractor may, at its own expense,
keep copies of all documents and information (City Materials) provided by the City to Contractor
Contractor while performing the project is integrated into the project, Contractor hereby grants a
perpetual, worldwide, non-exclusive, non-transferable, personal, revocable, limited license to use,
Product and/or designs for other projects shall not be used for any purpose except the applicable
hold harmless Contractor and all related parties from and against any unauthorized use or reuse of
Work Product furnished by Contractor. Contractor shall not use, willingly allow, or cause to have
under this contract without the prior written consent of the City.
Performance Liquidated Damages
Exhibit C (Original RFP Exhibit 2, Section 18), shall be revised to read:
The Contractor shall incur contractual payment losses, as initiated by the City for performance
that falls short of specified performance standards as outlined below:
Delivery beyond contracted lead times
Performance below contracted levels (services only)
The Contractor shall be assessed a one half of one (.5%) percent fee each week or a pro-rated
part thereof when any one of the performance standards outlined above are not met in full. In
no event will the total fees and or penalties assessed for late delivery exceed five percent (5%)
of the total contract price. At the end of each month, the City will review the monthly reports
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and determine the percentage of penalty to be assessed.
Shipping Delivery and Packaging
Section 1, Item 22 Delivery Delays shall be revised to read:
Delivery Delays: If delay is foreseen, Contractor shall give written notice to the City and must
keep the City advised at all times of status of order. Default in promised delivery (without accepted
reasons) or failure to meet specifications authorizes the City to impose the following for the
specific fault: i) For unaccepted delay in promised delivery City shall impose the liquidated
damages fees indicated in Section 18 of the RFP; ii) for failure to meet specifications the City shall
provide Contractor written notice to submit a plan to correct any such failures within ten (10) days
the failures. The City may purchase goods and services of this RFP elsewhere and charge
Contractor for costs associated to such purchase as agreed upon between Contractor and City. In
no event shall the costs for such purchase exceed the amount of this Contract. Failure to pay a
damage assessment is cause for Contract cancellation and/or removal of the Respondent from the
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Exhibit B
City of Denton
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other
issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller herein after referred
to as the Bidder, Contractor or Supplier. Any deviations must be in writing and signed by a representative
n the Sellers
Proposal response, Invoice or Statement shall serve to modify the terms set forth herein. If there is a conflict
between the provisions on the face of the Contract/Purchase Order these written provisions will take
precedence.
By submitting an Offer in response to the Solicitation, the Contractor agrees that the Contract shall be
governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated.
Unless otherwise specified in the Contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a
Solicitation to purchase Goods, and Sections 9, 10, 11 and 22 shall apply only to a Solicitation to purchase
-of-way.
1. . The Contractor shall fully and timely provide all deliverables described in
Contract and all applicable Federal, State, and local laws, rules, and regulations.
2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of
the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance
with the Contract.
3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance
with good commercial practice and shall include a packing list showing the description of each item, the quantity and
unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping
name, address and purchase order or purchase release number and the price agreement number if applicable, (c)
Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing
the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest
transportation costs and to conform to all the requirements of common carriers and any applicable specification. The
City's count or weight shall be final and conclusive on shipments not accompanied by packing lists.
4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the
deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables.
5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City
actually receives and accepts the deliverables.
6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of
delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer,
to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that
set forth the purchase order.
7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but
not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to
reject defective or non-
Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to
the City to facilitate such inspection.
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8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply
with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall
constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the
time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then
make a conforming tender within the time allotted in the contract.
9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the
Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and
efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor
location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and
facilities necessary to perform the services, and any other condition or state of fact which could in any way affect
harmless from and against any liability or claim for damages of any kind or nature if the actual site or service
conditions differ from expected conditions.
10. WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which
they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in
participating or responding to a solicitation or while in the course and scope of delivering goods or services under a
City of Denton contract or on the City's property .
i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required
by the terms of the contract; or
ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may
such workers be intoxicated, or under the influence of alcohol or drugs, on the job.
C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or
disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or
was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from
Contract services, and may not employ such worker again on Contract services without the City's prior written consent.
Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration
Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for
any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and
the Illegal Immigration Reform and Immigrant Respons
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor,
local
health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including
but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA).
In case of conflict, the most stringent safety requirement shall govern. The Contractor 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
Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or
regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water
Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.).
12. INVOICES:
A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase
release after each delivery. If partial shipments or deliveries are authorized by the City, a separate
invoice must be sent for each shipment or delivery made.
B. Proper Invoices must include a unique invoice number, the purchase order or delivery order
ame, and the
name of the point of contact for the Department. Invoices shall be itemized and transportation
charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when
applicable, shall be attached to the invoice
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Unless otherwise instructed in writing, the City may rely on the rem
invoice.
C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly
identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order
number. Time billed for labor shall be limited to hours actually worked at the work site.
D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all
Subcontract and other authorized expenses at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount.
The City will furnish a tax exemption certificate upon request.
13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at
the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum
lawful rate; except, if payment is not timely made for a reason for which the City may withhold
payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for
withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial
shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery.
D. The City may withhold or set off the entire payment or part of any payment otherwise due the
Contractor to such extent as may be necessary on account of:
i. delivery of defective or non-conforming deliverables by the Contractor;
ii. third party claims, which are not covered by the insurance which the Contractor is required to
provide, are filed or reasonable evidence indicating probable filing of such claims;
iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment;
covered by insurance required to be provided by the Contractor;
vi. failure of the Contractor to submit proper invoices with purchase order number, with all required
attachments and supporting
documentation; or
vii. failure of the Contractor to comply with any material provision of the Contract Documents.
Any such amounts withheld shall be limited to the Purchase Order that is not in compliance, and shall be paid
within thirty (30) days of correction and acceptance by the City of the non-complying Purchase Order.
E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City
may offset indebtedness owed the City through payment withholding.
F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer
of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for
payments made by credit card or electronic funds transfer.
G. The awarding or continuation of this contract is dependent upon the availab
obligations are payable only and solely from funds Appropriated and available for this contract. The absence of
Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not
Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall
provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year
to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit
the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will
be no penalty nor removal fees charged to the City.
14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid
by the Contractor, unless otherwise stated in the contract terms.
15. FINAL PAYMENT AND CLOSE-OUT:
A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor
is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than
the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be
withheld if the Contractor is not in compliance with the requirements as accepted by the City.
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B. The making and acceptance of final payment will constitute:
i. a waiver of all claims by the City against the Contractor, 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 Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from
y the Contractor against the
City other than those previously asserted in writing and not yet settled.
16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special
tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such
special tooling equipment and any process sheets related thereto shall become the property of the City and shall be
identified by the Contractor as such.
17. RIGHT TO AUDIT:
A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the
Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract
period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case
records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other
evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require
all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence
pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be
made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless
the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of
the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business
days of receipt of an invoice.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute,
uch drafts or
electronic files are subsequently used to generate or prepare a final printed document.
The City shall have the right to audit and copy only those records of Contractor relating to time and expenses or non-
fixed price projects.
18. SUBCONTRACTORS:
A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with
all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided
in the Contractor
substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a
waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a
Plan has been approved, the Contractor is additionally required to 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 Contractor by a Subcontractor shall be pursuant to a written contract between the
Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the
Contract, and shall contain provisions that:
i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the
provisions, specifications and terms of the Contract;
ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written
consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the
Subcontractor post a payment bond in form, substance and amount acceptable to the City;
iii. require Subcontractors to submit all invoices and applications for payments, including any claims for
additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include
same with its invoice or application for payment to the City in accordance with the terms of the Contract;
iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the
type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and
v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor
is required to indemnify the City.
C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the
Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the
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benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall
it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor
except as may otherwise be required by law.
D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later
than ten (10) calendar days after receipt of payment from the City.
19. WARRANTY-PRICE:
A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders
by others for like deliverables under similar terms of purchase.
B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation,
communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with
any other firm or with any competitor.
C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or
otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like
deliverables under similar terms of purchase.
20. WARRANTY TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables
furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and
encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to
the deliverables.
21. WARRANTY DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City
under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material
respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the
Contractor, to the 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 be clearly identified as such.
B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any
attempt to do so shall be without force or effect.
C. Contractor warrants that products are free from defects in material and workmanship for ten (10) years
after shipment for all Contractor products, including Contractor-manufactured control enclosure structures
and panels. This warranty is conditioned upon proper storage, installation, connection, operation and
maintenance of products, prompt written notice to Contractor of any defects and, if required, prompt
availability of products to Contractor for correction. This warranty shall be void in its entirety if the City
fails to implement required product upgrades, modifies products without prior written consent to and
subsequent approval of any such modifications by Contractor or uses products for any applications that
require product listing or qualification not specifically included in the Contractor written quotation or
proposal. If any product fails to conform to this warranty, the City properly notifies Contractor of such
failure and the City returns the product to Contractor factory for diagnosis (and pays all expenses for such
return), Contractor shall correct any such failure by, at its sole discretion, either repairing any defective or
damaged product part(s) or making available, freight prepaid, by Contractor (Carriage Paid To (CPT)
upgrade shall be covered by this warranty for the longer of one (1) year from date of repair or the remainder
of the original warranty period.
D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required
by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be
required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other
sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the
City to procure such deliverables from another source.
warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest
22. WARRANTY SERVICES: The Contractor warrants and represents that all services to be provided the City
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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 Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any
attempt to do so shall be without force or effect.
B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date.
If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon
receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All
costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the
Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach
C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required
by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be
required to purchase under the Contract from the Contractor, and purchase conforming services from other sources.
In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to
procure such services from another source.
D.
DELIVERABLES AND SERVICES SHALL BE EXCLUSIVE AND IN LIEU OF ALL OTHER
WARRANTIES, WHETHER STATUTORY, EXPRESS OR IMPLIED (INCLUDING WARRANTIES
OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE AND WARRANTIES
ARISING FROM COURSE OF PERFORMANCE OR DEALING OR USAGE OF TRADE), EXCEPT
TITLE AND PATENT INFRINGEMENT. Contractor shall, whenever possible, pass the original
manufacturer warranty to Buyer for non-Contractor products. Contractor does not warrant non- Contractor
products, including non- Contractor control enclosure structures, and non- Contractor products within
Contractor panels, control enclosure structures and systems, and products or prototypes provided by
Contractor for testing, marketing, or loan purposes.
23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring
immediate correction or removal and replacement of defective or non-conforming deliverables, the City prefers to
accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributabl
evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance
occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the
diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such
amount will be refunded to the City by the Contractor.
24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other
event that no assurance is given within the time specified after demand is made, the demanding party may treat this
failure as an anticipatory repudiation of the Contract.
25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor 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 Contractor will cease all work
until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for
all costs incurred by the City as a result of the issuance of such Stop Work Notice.
26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and
faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of
performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States
erable required to be submitted
by the Contractor to the City.
27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to
terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after
the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence
other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses
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-judgment interest at the maximum lawful rate.
list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All
rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by
law.
28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in
part, without cause any
termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if
any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or
otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred
prior to the date of termination in accordance with the terms hereof.
29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be
submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and
may result in legal action.
30. DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it
is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the
Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and
execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar
days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the
Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor
from delaying the delivery as notified.
B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if,
while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions,
sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default
or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will
be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish
a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform.
31. INDEMNITY: A. Definitions:
i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of
every character, type or description, including all reasonable costs and expenses of litigation, mediation or
other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage
to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective
agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors;
and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or
loss of income or wages to any person (including but not limited to the agents, officers and employees of the
City, the Contrac
defective or non-conforming deliverables, negligence, willful misconduct or a breach of any legally imposed
strict liability standard.B. THE CONTRACTOR 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, OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE
CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF
DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT
LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY
BE LIABLE FOR AN INDEMNIFIED CLAIM. In no event, whether as a result of breach of contract,
indemnity, warranty, tort (including negligence), strict liability or otherwise, shall Contractor be liable for
any special, consequential, incidental, or liquidated damages, including without limitation any loss of profit
or revenues, loss of use of products or associated equipment, damage to associated equipment, cost of capital,
cost of substitute products, facilities, services or replacem
customers for such damages.
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loss or damage regarding this Contract shall be limited as follows: i) for those claims covered by
for all o
contract, indemnity, warranty, tort (including negligence), strict liability or otherwise.
32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance
requirements detailed in Attachment A. The successful firm shall procure and maintain insurance of the types and in the
minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business
in the State of Texas and satisfactory to the City of Denton.
A. General Requirements.
i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as
submitted to the City and approved by the City within the procurement process, for the duration of the
Contract, including extension options and hold over periods, and during any warranty period.
the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after
written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer
to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance
to the City whenever a previously identified policy period has expired, or an extension option or hold over
period is exercised, as verification of continuing coverage.
iii. The Contractor 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 Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor.
iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the
subcontractors commencing work on the project.
business in the State of Texas at the time the policies are issued and shall be written by companies with A.M.
Best ratings of A- VII or better
vi. In the event that the Contractor performs services on-site, all endorsements naming the City as additional
insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain
the solicitation number and the following information:
City of Denton
Materials Management Department
901B Texas Street
Denton, Texas 76209
any policy. It is intended that policies required in the Contract, covering both the City and the Contractor,
shall be considered primary coverage as applicable.
viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry
Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance
is provided, it shall follow the form of the primary coverage.
x. The City reserves the right to review the insurance requirements set forth during the effective period of the
Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed
necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of
the industry or financial condition of the insurance company as well as the Contractor.
xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the
term of the Contract or as required in the Contract.
xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated
in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance.
the aggregate limits belo
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and are not intended to limit the responsibility or liability of the Contractor.
B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument.
33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or
concerns the Cont
the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the
Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action;
the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim
is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton
City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas
76201.
34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to
be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked
if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other
means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class
mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified
be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing
Manager.
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the
Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the
Contractor 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 Contractor represents and warrants to the
City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables
supplied by the Contractor 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 or entity with respect to the ownership or operation of
the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its
sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs
(including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any
applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or
any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to
act as co-
no warranty that the production, development, or delivery of such deliverables will not impact such warranties of
Contractor.
37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain
confidential know-how, confidential business information, and other information which the City or its licensors
Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure,
dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors.
The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the
Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise
use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted
under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court
or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before
disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The
Contractor agrees to use protective measures no less stringent than the Contractor 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.
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38. OWNERSHIP AND USE OF DELIVERABLES:
Contractor retains all its intellectual property rights. All documents, designs, drawings, plans, specifications and other
prepared by Contractor in performing services for the City shall not be
performing the Project, Contractor hereby grants the City a perpetual, worldwide, non-exclusive, non-transferable,
personal, revocable, limited license to use, copy and modify such Work Product for internal business purposes only
39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally
developed material unless otherwise specifically provided in the Contract. When material not originally developed is
included in a report in any form, the source shall be identified.
40. ADVERTISING: The Contractor shall not advertise or
City has entered into the Contract, except to the extent required by law.
41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or
retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage,
or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained
by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have
the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any
amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or
contingent fee.
42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is
determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the
Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing
favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the
performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall
be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the
Contractor in providing such gratuities.
43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent
consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process
of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from
that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee
guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision,
with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The
Contractor shall complete and Exhibit C).
44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee
f an independent contractor.
The Contractor agrees and understands that the Contract does not grant any rights or privileges established for
employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or
control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform
the services hereunder according to the attached specifications at the general direction of the City Manager of the City of
Denton, Texas, or his designee under this agreement.
45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and
the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract
shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City.
Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this
paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it
being the intention of the parties that there are no third party beneficiaries to the Contract.
46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a
waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in
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writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of
default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under
the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a
similar or different character.
47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-
printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change
the terms, covenants, and conditions of the Contract.
48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the
terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade
shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been
substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair
to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the
Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control,
unless otherwise defined in the Contract.
49. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to
prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a
statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between
representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as
agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making
authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate
a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in
negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may
be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation
as described below.
B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties
may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the
dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the
mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract
prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a
contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of
the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program
(DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date
of the first mediation session. The City and the Contractor wil
bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them
or otherwise assist them in the mediation.
50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of
Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm.
Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or
jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the
parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any
competent authority as contemplated herein.
51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way
affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be
deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract
did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to
replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken
provision. The provisions of this section shall not prevent this entire Contract from being void should a provision
which is the essence of the Contract be determined to be void.
52. HOLIDAYS: The following holidays are observed by the City
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y (observed)
MLK Day
Memorial Day
4th of July
Labor Day
Thanksgiving Day
Day After Thanksgiving
Christmas Eve (observed)
Christmas Day (observed)
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday,
it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm,
Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not
within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized
designee.
53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on
the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall
survive the expiration or termination of the Contract.
54. NON-SUSPENSION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended
or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By
accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or
debarred from doing business with the Federal Government, as indicated by the General Services Administration List
of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of
Denton.
55. EQUAL OPPORTUNITY
A. Equal Employment Opportunity:
practice. No person shall, on the grounds of race, sex, age, disability, creed, color, genetic testing, or national origin, be
refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ.
B. Americans with Disabilities Act (ADA) Compliance:
engage in any discriminatory employment practice against individuals with disabilities as defined
in the ADA.
56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements)
The following federally funded requirements are applicable, in addition to the specific federally funded requirements.
A. Definitions. As used in this paragraph
i. "Component" means an article, material, or supply incorporated directly into an end product.
ii. "Cost of components" means -
(1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of
incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty
(whether or not a duty-free entry certificate is issued); or
(2) For components manufactured by the Contractor, all costs associated with the manufacture of the component,
including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but
excluding profit. Cost of components does not include any costs associated with the manufacture of the end product.
iii. "Domestic end product" means-
(1) An unmanufactured end product mined or produced in the United States; or
(2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured
in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same
class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably
available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and
prepared for processing in the United States is considered domestic.
iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use.
v. "Foreign end product" means an end product other than a domestic end product.
vi. "United States" means the 50 States, the District of Columbia, and outlying areas.
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B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired
for use in the United States.
C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract;
but will consider for approval foreign articles as domestic for this product if the articles are on a list
approved by another Governmental Agency. The Offeror shall submit documentation with their Offer
demonstrating that the article is on an approved Governmental list.
D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign
end products in the provision of the Solicitation entitled "Buy American Act Certificate".
57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in
any response to this solicitation, whether amended or not, except as prohibited by law. Selection of rejection of the
submittal does not affect this right.
58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by
the State of Texas, any and all fees and taxes are the responsibility of the respondent.
59. PREVAILING WAGE RATES: All respondents will be required to comply with Provision 5159a
discrimination in the employment practices.
http://www.access.gpo.gov/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 Respondent must comply with all applicable
laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits
bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public
servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing
and performance of the Contract.
61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-site compliance
with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of of 1978,
dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and
State unemployment insurance coverage and standard Worker's Compensation insurance coverage. Respondent shall
ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be
liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or
State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or
losses resulting from Respondent's omission or breach of this Section.
62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free
Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-
free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued
by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to
implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor
shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be
issued.
63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be
liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent
and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection
with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager
in writing of any such damage within one (1) calendar day.
64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for
performance under the Contract should it be prevented from performance by an act of war, order of legal authority,
act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of
an occurrence under this Section, the Respondent will be excused from any further performance or observance of the
requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially
reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay.
The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in
Contract 6056
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail
the circumstances causing the non-performance or delay in performance.
65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will
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 of 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 provision of the Contract is
in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the
City of Denton may have by operation of law.
67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical
records, and any other records or books relating to the performances called for in the Contract. The Respondent shall
retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State
Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The
Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State
Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being
spent under the Contract.
Contract 6056
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Exhibit D
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the
Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring
the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish an original notarized Certificate of Interest Parties
before the contract is awarded, in accordance with Government Code 2252.908.
The contractor shall:
1. Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on the signature page of this contract.
5. Sign and notarize the Form 1295
6. Email the notarized form to purchasing@cityofdenton.com with the contract number in the
subject line. (EX: Contract 1234 Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after
Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Contract 6056
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
RFP 6056
RFP For Supply of Electric Substation Protective Relay Panels
Schweitzer Engineering Laboratories
2401 Whitehall park Drive, Suite 950
Charlotte, NC 28273-3590, USA
Nathan Adams
Phone: 704-587-3603
Fax: 704-504-5969
www.selinc.com
nathan_adams@selinc.com
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
RFP 6056 Pricing Sheet for Supply of Electric Substation Protective Relay Panels
Proposer's Name:Nathan Adams
Principal Place of Business:Pullman, WA
The respondent shall complete the following section, which directly corresponds to requirements in the Technical Specification. The contractor shall not make changes to this format.
SECTION I - Unit Pricing - PRICING SHALL BE QUOTED TO INCLUDE ALL COSTS, WITH SHIPPING FOB DESTINATION.
Pricing Note: The owner will supply SEL protective relays and other SEL devices.
Estimated 3 YR
Delivery
ITEM #UOMDrawing Number Series/Part Number Description Unit Price
1
Quantity (Weeks ARO)
Costs for Fully Assembled Standard Relay Panels (with wiring verification)
411L / 311L Line Relay and Breaker Control Panel
1EALINE PANEL22$9,945.0012
2EABREAKER PANEL351S Breaker Control Panel26$6,230.0012
Bus & Breaker Control Panel
3EABUS-BREAKER4$11,080.0012
Bus Differential Panel
4EABUS PANEL8$10,205.0012
T1M Transformer Meter Panel
5EAXFMR METER T1M14$5,100.0012
6EAXFMR T1ST1S Transformer/Bus Differential Panel14$9,490.0012
7EAHMIHMI Panel7$4,675.0012
Transformer Differential and Breaker Control Panel
8EAXFMR-BKR4$11,115.0012
Subtotal for all Fully Assembled Standard Relay Panels:
Costs for Addition or Removal of SEL Protective Relays and Incon LTC Position Indicators Provided by DME (including panel blank and wiring)
9EA0311L13DD4254X2XXSEL 311L Line Current Differential Relay2$390.00
10EA0351S6X3D4E5421SEL 351S Overcurrent and Control Relay2$640.00
SEL387-6 Transformer Differential Relay
11EA0387604X53XX4XX2$390.00
12EA0411L0X6X5XXDDX357424XXSEL 411L Line Current Differential Relay2$640.00
SEL487B Bus Differential Relay
13EA0487B1X6X52XXXXE37EPXXX2$640.00
14EA0551C0BX533XSEL 551C Overcurrent Relay2$300.00
15EA0587Z0X325312XXSEL 587Z Bus Differential Relay2$300.00
SEL 734 Meter
16EA0734P09V1D1216E5X7D3A8$345.00
17EA751A51ACA0X0X850000SEL 751A Overcurrent Relay2$345.00
SEL 2032 Communication Processor
18EA203233X40XG0XX1$200.00
19EA2100XX4443SEL 2100 Logic Processor8$370.00
20EA240700013SEL 2407 Satellite-Synchronized Clock4$140.00
21EA241101AA0BA1A0X0000SEL 2411 Programmable Automation Controller7$540.00
22EA241421ABACACA850000SEL 2414 Transformer Monitor2$540.00
SEL 2440 Discrete Programmable Automation Controller
23EA24402311A1A116302$640.00
tğŭĻ Њ ƚŅ Ѝ
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
RFP 6056 Pricing Sheet for Supply of Electric Substation Protective Relay Panels
Proposer's Name:Nathan Adams
Principal Place of Business:Pullman, WA
The respondent shall complete the following section, which directly corresponds to requirements in the Technical Specification. The contractor shall not make changes to this format.
SECTION I - Unit Pricing - PRICING SHALL BE QUOTED TO INCLUDE ALL COSTS, WITH SHIPPING FOB DESTINATION.
Pricing Note: The owner will supply SEL protective relays and other SEL devices.
Estimated 3 YR
Delivery
ITEM #UOMDrawing Number Series/Part Number Description Unit Price
1
Quantity (Weeks ARO)
SEL 2488 Satellite Synchronized Network Clock
24EA2488PRAX1381AX2XX2$135.00
25EA2505434XXSEL 2505 Remote I/O Module2$135.00
26EA2725S23XXSEL 2725 Port Switch 4$135.00
SEL 2730 Ethernet Switch
27EA2730U0ARAX1111AAAAX08$135.00
28EA335=BGN9SEL 3355 Automation Computing Platform2$345.00
SEL 3530 Real-Time Automation Controller with HMI Run-Time License & I/O board
29EA35303A0D1211X02$370.00
30EA35303A0XX211X0SEL 3530 Real-Time Automation Controller4$220.00
31EA3610X3A0XXX0SEL 3610 Serial Port Server4$135.00
SEL 3620 Ethernet Security Gateway
32EA3620X3A0XXX04$135.00
33EA951031B2Control Switch Module with pushbutton guards2$210.00
19" LCD Touch Screen Monitor
34EA916100282$135.00
35EA91610050-LKeyboard Rack with mouse and locking tray2$125.00
Incon Load Tap Changer Position Indicator
36EA1250-LTC-1-I-S-1202$300.00
Subtotal for installation/removal of additional SEL and Incon devices:
Cost for Installation of Miscellaneous Items (including unit cost and wiring all in accordance with DME drawings)
37EA129A514G01AABBType FT Test Switch, 10-Pole Arrangement4$410.00
38EAFMS-10EStatesType FMS Test Switch, 10-Pole Arrangement4$365.00
39EAFMS-10AStatesType FMS Test Switch, 10-Pole Arrangement4$360.00
40EAFMS-10BStatesType FMS Test Switch, 10-Pole Arrangement1$365.00
41EAFMS-10ABStatesType FMS Test Switch, 10-Pole Arrangement2$365.00
Type FMS-19, without plate, FMS-10E in positions 1 & 2, FMS-10A in position 3,
42EAP/N 330FPStates4$755.00
single black cover
43EAP/N 330SStatesType FMS-19, without plate, FMS-10A in all three positions, single black cover2$750.00
44EAP/N 330DCStatesType FMS-19, without plate, FMS-10E in all three positions, single black cover2$760.00
tğŭĻ Ћ ƚŅ Ѝ
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
RFP 6056 Pricing Sheet for Supply of Electric Substation Protective Relay Panels
Proposer's Name:Nathan Adams
Principal Place of Business:Pullman, WA
The respondent shall complete the following section, which directly corresponds to requirements in the Technical Specification. The contractor shall not make changes to this format.
SECTION I - Unit Pricing - PRICING SHALL BE QUOTED TO INCLUDE ALL COSTS, WITH SHIPPING FOB DESTINATION.
Pricing Note: The owner will supply SEL protective relays and other SEL devices.
Estimated 3 YR
Delivery
ITEM #UOMDrawing Number Series/Part Number Description Unit Price
1
Quantity (Weeks ARO)
Type FMS-19, without plate, FMS-10E in positions 1 & 2, FMS-10AB in position 3,
45EAP/N 330Z6States1$765.00
single black cover
Type FMS-19, without plate, FMS-10B in positions 1 & 2, FMS-10E in position 3,
46EAP/N 330(10B/10B/10E)States1$765.00
single black cover
47EA800T-QSTH13 GAllen BradleyGreen Indicating Light, LED, 125 VDC, push to test.6$165.00
48EA800T-QSTH13 RAllen BradleyRed Indicating Light, LED, 125 VDC, push to test.12$165.00
49EA800T-QSTH13 AAllen BradleyAmber Indicating Light, LED, 125 VDC, push to test.4$175.00
50EA800T-QSTH13 WAllen BradleyWhite Indicating Light, LED, 125 VDC, push to test.4$175.00
51EA7810DElectroswitchSeries 24 Lockout Relay, manual reset, 10 stage, 125V DC control voltage 4$1,050.00
Series 24 control switch, detent action, oval handle, 3 stage, 2 position, 1-ENABLED, 2-
52EA24203BElectroswitch4$385.00
DISABLED
53EAUSCC3GouldFuse Block, 3-pole, 30 Amp, screw terminal type, clip with reinforced spring12$120.00
54EAUSCC2GouldFuse Block, 2-pole, 30 Amp, screw terminal type, clip with reinforced spring10$110.00
55EAUSCC1GouldFuse Block, 1-pole, 30 Amp, screw terminal type, clip with reinforced spring4$105.00
56EAATMR15GouldType NON fuses, 15 Amp20$95.00
57EAATMR6GouldType NON fuses, 6 Amp40$90.00
Molded CT Shorting Terminal Block, one piece, phenolic, 6 circuits, shorting brass
58EAEB27B06SGE10$95.00
screws w/ strap
59EA30TB12PMConcentricPanel Mount Molded Terminal Block, one piece, phenolic, 12 circuits, 30 ampere, 30$105.00
60EAENSP1F5Woodhead/BradDual pass-through Ethernet receptacle.2$105.00
N/A
61EAN/A2' fluorescent light fixture mounted at the top of a relay panel with switch20$150.00
Subtotal for all Miscellaneous Items:
tğŭĻ Ќ ƚŅ Ѝ
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
RFP 6056 Pricing Sheet for Supply of Electric Substation Protective Relay Panels
Proposer's Name:Nathan Adams
Principal Place of Business:Pullman, WA
The respondent shall complete the following section, which directly corresponds to requirements in the Technical Specification. The contractor shall not make changes to this format.
SECTION I - Unit Pricing - PRICING SHALL BE QUOTED TO INCLUDE ALL COSTS, WITH SHIPPING FOB DESTINATION.
Pricing Note: The owner will supply SEL protective relays and other SEL devices.
Estimated 3 YR
Delivery
ITEM #UOMDrawing Number Series/Part Number Description Unit Price
1
Quantity (Weeks ARO)
Estimated Total for all Relay Panels and Accessories - TOTAL
1
Quantities are shown for evaluation purposes only and may vary by project. The quantities shown are believed to represent a reasonable average of all projects over the three year
contact term.
SECTION II - Qualifications
Schweitzer Engineering
Fabricator Name
Laboratories, Inc
San Luis Potosi, SLP
Location of Fabricating Facility? City and State
Mexico
If the fabricator is foreign, state the name and location of the facility in the US that will be used in the event that repairs or corrections are necessary:SEL - Charlotte, NC
Relay Panel fabrication experience: _________ years11
Shipping performance for the past 18 months:
a. Number of similar relay panel projects shipped in the last 18 months:400
b. Percentage of shipments that did not ship on time:10
c. Average delay for shipments that did not ship on time: 5
tğŭĻ Ѝ ƚŅ Ѝ
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
XXXXXXXXX
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
XXXXXXXXX
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
ATTACHMENT D-REFERENCES
XXXXXXXXX
Please list three (3) Government references, other than the City of Denton, who can verify the quality of service
your company provides. The City prefers customers of similar size and scope of work to this solicitation.
REFERENCE ONE
GOVERNMENT/COMPANY NAME: Santee Cooper
LOCATION: South Carolina
CONTACT PERSON AND TITLE: Brian Parks, Engineer
TELEPHONE NUMBER: 843-302-6147
SCOPE OF WORK: Relay Racks
CONTRACT PERIOD: Not applicable
REFERENCE TWO
GOVERNMENT/COMPANY NAME: City Public Service
LOCATION: San Antonio, Texas
CONTACT PERSON AND TITLE: Glenda Dean, Procurement Analyst
TELEPHONE NUMBER: 210-353-2628
SCOPE OF WORK: Switchboard Relay Panels
CONTRACT PERIOD: 2014-2019
REFERENCE THREE
GOVERNMENT/COMPANY NAME: City of Ocala
LOCATION: Florida
CONTACT PERSON AND TITLE: Lisa Crouthamel
TELEPHONE NUMBER: 352-629-8260
SCOPE OF WORK:Relay Panels
CONTRACT PERIOD: Not applicable
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
XXXXXXXXX
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
XXXXXXXXX
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
DocuSign Envelope ID: C4BD5F51-20A3-41AB-BE8D-747E9005B618
Contract 6056 -Exhibit E
Certificate Of Completion
Envelope Id: C4BD5F5120A341ABBE8D747E9005B618Status: Completed
Subject: City Council Docusign Item - 6056
Source Envelope:
Document Pages: 61Signatures: 5Envelope Originator:
Certificate Pages: 6Initials: 0Karen E. Smith
AutoNav: Enabledkaren.smith@cityofdenton.com
EnvelopeId Stamping: EnabledIP Address: 129.120.6.150
Time Zone: (UTC-06:00) Central Time (US & Canada)
Record Tracking
Status: OriginalHolder: Karen E. SmithLocation: DocuSign
4/12/2016 2:32:31 PM karen.smith@cityofdenton.com
Signer EventsSignatureTimestamp
Karen E. SmithSent: 4/12/2016 2:36:26 PM
Completed
karen.smith@cityofdenton.comViewed: 4/12/2016 2:36:36 PM
Assistant Purchasing ManagerSigned: 4/12/2016 2:38:06 PM
Using IP Address: 129.120.6.150
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Elena ShafferSent: 4/12/2016 2:38:08 PM
elena_shaffer@selinc.comViewed: 4/14/2016 12:58:44 PM
Director of Business OperationsSigned: 4/14/2016 1:00:44 PM
Schweitzer Engineering Laboratorie
Using IP Address: 208.87.234.202
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Accepted: 4/13/2016 3:46:07 PM
ID: 08a4ba20-7d0d-4f0a-89e3-e5d9352da783
John KnightSent: 4/14/2016 1:00:48 PM
john.knight@cityofdenton.comViewed: 4/14/2016 2:14:15 PM
Deputy City AttorneySigned: 4/14/2016 2:14:26 PM
City of Denton
Using IP Address: 129.120.6.150
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Julia WinkleySent: 4/14/2016 2:14:29 PM
Completed
julia.winkley@cityofdenton.comViewed: 4/14/2016 3:52:25 PM
Contracts Administration SupervisorSigned: 5/4/2016 11:05:12 AM
Using IP Address: 129.120.6.150
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Signer EventsSignatureTimestamp
George C. CampbellSent: 5/4/2016 11:05:18 AM
george.campbell@cityofdenton.comViewed: 5/4/2016 3:54:10 PM
City ManagerSigned: 5/4/2016 3:54:32 PM
City of Denton
Using IP Address: 129.120.6.150
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Jennifer WaltersSent: 5/4/2016 3:54:36 PM
jennifer.walters@cityofdenton.comViewed: 5/6/2016 1:39:23 PM
City SecretarySigned: 5/6/2016 1:39:40 PM
City of Denton
Using IP Address: 129.120.6.150
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
In Person Signer EventsSignatureTimestamp
Editor Delivery EventsStatusTimestamp
Agent Delivery EventsStatusTimestamp
Intermediary Delivery EventsStatusTimestamp
Certified Delivery EventsStatusTimestamp
Carbon Copy EventsStatusTimestamp
Julia WinkleySent: 4/14/2016 1:00:46 PM
julia.winkley@cityofdenton.comViewed: 4/14/2016 1:05:42 PM
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Sherri ThurmanSent: 4/14/2016 1:00:46 PM
sherri.thurman@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Robin FoxSent: 5/4/2016 11:05:16 AM
Robin.fox@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Accepted: 10/9/2015 1:39:51 PM
ID: 04463961-03db-4c4d-9228-d660d6146ed6
Jane RichardsonSent: 5/4/2016 11:05:19 AM
jane.richardson@cityofdenton.comViewed: 5/4/2016 4:01:20 PM
Security Level: Email, Account Authentication
(Optional)
Carbon Copy EventsStatusTimestamp
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Jennifer BridgesSent: 5/6/2016 1:39:42 PM
jennifer.bridges@cityofdenton.comViewed: 5/9/2016 8:16:32 AM
Procurement Assistant
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
laura cheekSent: 5/6/2016 1:39:43 PM
laura.cheek@cityofdenton.comViewed: 5/6/2016 2:47:24 PM
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Accepted: 2/2/2016 1:20:50 PM
ID: d579a165-212b-468c-86ab-6e6bd30611a3
Jane RichardsonSent: 5/6/2016 1:39:45 PM
jane.richardson@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Notary EventsTimestamp
Envelope Summary EventsStatusTimestamps
Envelope SentHashed/Encrypted5/6/2016 1:39:45 PM
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Signing CompleteSecurity Checked5/6/2016 1:39:45 PM
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Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: kevin.gunn@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at kevin.gunn@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to kevin.gunn@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to kevin.gunn@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
Allow per session cookies
Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.