23-1656ORDINANCE NO. 23-1656
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL
CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT
WITH STELLA-JONES CORPORATION, FOR THE SUPPLY OF WOOD UTILITY POLES
FOR DENTON MUNICIPAL ELECTRIC TO BE STOCKED IN THE WAREHOUSE;
PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN
EFFECTIVE DATE (IFB 8252 – AWARDED TO STELLA-JONES CORPORATION, FOR
THREE (3) YEARS, WITH THE OPTION FOR TWO (2) ADDITIONAL ONE (1) YEAR
EXTENSIONS, IN THE TOTAL FIVE (5) YEAR NOT-TO-EXCEED AMOUNT OF
$8,250,000.00).
WHEREAS, the City has solicited, received, and tabulated competitive bids for the
purchase of necessary materials, equipment, supplies, or services in accordance with the
procedures of state law and city ordinances; and
WHEREAS, the City Manager, or a designated employee, has reviewed and
recommended that the herein described bids are the lowest responsible bids for the materials,
equipment, supplies, or services as shown in the “Bid Proposals” submitted therefore; and
WHEREAS, this procurement was undertaken as part of the City’s governmental
function; 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 following competitive bids for the materials, equipment, supplies, or
services as described in the “Bid Invitations”, “Bid Proposals”, or plans and specifications on file
in the Office of the City’s Purchasing Agent filed according to the bid number assigned hereto,
are hereby accepted and approved as being the lowest responsible bids:
BID
NUMBER VENDOR AMOUNT
8252 Stella-Jones Corporation $8,250,000.00
SECTION 2. That by the acceptance and approval of the above competitive bids the City
accepts the offer of the persons submitting the bids 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 Bid Invitations, Bid Proposals,
and related documents.
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SECTION 3. Should the City and the winning bidder(s) wish to enter into a formal
written agreement as a result of the acceptance, approval, and awarding of the bids, the City
Manager, or their designated representative, is hereby authorized to execute a written contract
which shall be attached hereto; provided that the written contract is in accordance with the terms,
conditions, specifications, standards, quantities, and specified sums contained in the Bid
Proposal and related documents, and to extend that contract as determined to be advantageous to
the City of Denton.
SECTION 4. The City Council of the City of Denton hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of
Denton under this ordinance to the City Manager of the City of Denton, or their designee.
SECTION 5. By the acceptance and approval of the above enumerated bids, the City
Council hereby authorizes the expenditure of funds therefor in the amount and in accordance
with the approved bids.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this ordinance was made by t\ he) &cr and
seconded by Br rb-, qr , h . This ordinance was passed and approved by
the following vote U - E
Aye Nay Abstain Absent
Mayor Gerard Hudspeth:
Vicki Byrd, District 1 :
Brian Beck, District 2:
Paul Mleltzer, District 3 :
Joe Holland, District 4:
Brandon Chase McGee, At Large Place 5 :
Chris Watts, At Large Place 6:
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' 2023.PASSED AND APPROVED this the Jq r-day of Sr/2+F\her
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ATTEST:
JESUS SALAZAR, CITY SECRETARY
MACK REINWAND, CITY ATTORNEY
Digitally signed by Marcella
Lunn
DN: cn=Marcella Lunn, o.
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D AS TO LEGAL FORM
DocuSign Envelope ID: 09D89376-65064CEC-8742-5E364A3FFF09
Docusign City Council Transmittal Coversheet
8252I FB
FileName wood Poles
P,rchasi,g Co„t„t c h'1;t- ch’i;tl’-
City Council Target Date SEPTEMBER 19’ 2023
Piggy Back Option
SEPTEMBERContract Expiration
Ordinance
202819
INV
LJ - XV JV
DocuSign Envelope ID: 09D89376-65064CEC-8742-5E364A3FFF09
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND STELLA-JONES CORPORATION
(Contract # 8252)
09/19/2023
THIS CONTRACT is made and entered into this date - ' , by
and between STELLA-JONES CORPORATION a DELAWARE Corporation whose address is
1640 Marc Avenue, Tacoma, Washington 98421 hereinafter referred to as "Contractor," 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
Contractor shall provide products in accordance with the City’s IFB# 8252 – WOOD
POLES, a copy of which is on file at the office of Purchasing Agent and incorporated herein for
all purposes. The Contract consists of this written agreement and the following items which are
attached hereto, or on file, and incorporated herein by reference:
(a)
(b)
(C)
(d)
(e)
(f)
(g)
Special Terms and Conditions (Exhibit “A”);
City of Denton’s IFB #8252 (Exhibit “B” on file at the office of the Purchasing
Agent);
City of Denton Standard Terms and Conditions (Exhibit “C”);
City of Denton Insurance Requirements (Exhibit “D”);
Certificate of Interested Parties Electronic Filing (Exhibit “E”);
Contractor’s Proposal. (Exhibit "F");
Form CIQ – Conflict of Interest Questionnaire (Exhibit "G")
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions
of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence
first to the written agreement then to the contract documents in the order in which they are listed
above. These documents shall be referred to collectively as “Contract Documents.”
Prohibition on Contracts with Companies Boycotting Israel
Contractor acknowledges that in accordance with Chapter 227 1 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel
during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed
to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor
certifres that Contractor’s signature provides written verification to the City that Contractor: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the agreement Failure to meet or
maintain the requirements under this provision will be considered a material breach.
Prohibition on Contracts with Companies Boycotting Certain Energy Companies
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
Contract 8252
DocuSign Envelope ID: 09D89376-65064CEC-8742-5E364A3FFF09
written verification from the company that it ( 1 ) does not boycott energy companies; and (2) will not boycott
energy companies during the term of the contract. The terms “boycott energy company” and “company”
shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By
signing this agreement, Contractor certifres that Contractor’s signature provides written verification to
the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy
companies during the term of the agreement Failure to meet or maintain the requirements under this
provision will be considered a material breach.
Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm Trade
Associations
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
written verification from the company that it ( 1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the
term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a
firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the
meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this
agreement, Contractor certifies that Contractor’s signature provides written verification to the City that
Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a
firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract
against a fIrearm entity or firearm trade assocIatIon. Failure to meet or maintain the requirements under
this provision will be considered a material breach.
Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign
Terrorist Organization
Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with companies
that do business with Iran, Sudan, or a foreign terrorist organization. By signIng this agreement,
Contractor certifies that Contractor’s signature provides written verification to the City that Contractor,
pursuant to Chapters 2252 and 2270, is not ineligible to enter into this agreement and will not become
ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign
terrorist organization . Failure to meet or maintain the requirements under this provision will be considered
a material breach.
Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned
Companies
The City of Denton may terminate this Contract immediately without any further liability if the City of
Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and
Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of
the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or
other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or
other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated
country
The parties agree to transact business electronically. Any statutory requirements that certain terms
be in writing will be satisfied using electronic documents and signing. Electronic signing of this
document will be deemed an original for all legal purposes.
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year
and day first above written.
Contract 8252
DocuSign Envelope ID: 09D89376-65064CEC-8742-5E364A3FFF09
STEB£JgT£S CORPORATION
kwik CMW(wIBYmD SIGNATUREW
CITY
BY:
OAkU:Ry!, TEXAS
SMA A%qZ9
CITY MANAGERS.
Pdnted Name: Kevin comerford
ATTEST:
JESUS SALAZAR, CITY SECRETARYTitle. vi ce PresIdent
253–572-3033
PHONE NUMBER BY, ( IMS SW
Kcomerford@ste1 1 a- jones . com APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEYEMAIL ADDRESS
2023_ 1025814
TEXAS ETHICS COMMISSION
1295 CERTIFICATE NUMBER
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
Antonlo Puente
PRINTED NAME
DME Genera1 Manager
TITLE
E1 ect ri c
DEPARTMENT
Contract 8252
DocuSign Envelope ID: 09D89376-6506-+CEC-8742-5E364A3FFF09
Exhibit A
Special Terms and Conditions
1. The Quantities
The quantities indicated on Exhibit F 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.
2. Product Changes During Contract Term
The Contractor 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 purchasing@cityofdenton.com,
with the above file number in the subject line, for review. Products found to have changed
specifications without notification, and acceptance, will be returned at the contractor’s expense.
Products that have been installed will be replaced at the contractor’s expense.
3. Authorized Distributor
The Contractor shall be the manufacturer or authorized distributor of the proposed products. The
distributor shall be authorized to sell to the City of Denton, and make available the manufacturer’s
representative as needed by the City.
4. Contract Terms
The contract term will be three (3) years, effective from date of award. The City and the Contractor
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. The Contractor’s request to
not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior
to the contract renewal date for each year. 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.
5. Price Escalation and De-escalation
On Contractor’s request in the form stated herein, the City will implement an escalation/de-
escalation price adjustment annually based on these special terms. Pricing will be reviewed on an
annual basis for changes in the Contractor’s cost components for manufacturing and delivering
wood poles to the City. The major cost components include wood, preservative, manufacturing,
and freight. It is understood that Contractor’s actual costs for these cost components may
fluctuate over time and that pricing will be escalated or de-escalated accordingly
Contractor price escalation/de-escalation requests must be submitted in writing with supporting
evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract
expiration of each year. Respondent must also provide supporting documentation as justification
Contract 8252
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for the request. If no request is made, then it will be assumed that the current contract price will
be in effect.
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.
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.
6. Total Contract Amount
The contract total shall not exceed $8,250,000. Pricing shall be per Exhibit F attached.
7. Delivery Lead Time
Products or services will be delivered 28-42 days after the receipt of order from the City.
Contract 8252
DocuSign Envelope ID: 09D89376-6506-tCEC-8742-5E364A3FFF09
Exhibit C
City of Denton
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings
and other requirements included in the City of Denton’s contract are applicable to
contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer
and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must
be in writing and signed by a representative of the City’s Procurement Department and the
Supplier. No Terms and Conditions contained in the seller’s 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.
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, 22 and 32 shall apply only to a solicitation to purchase services to be performed
principally at the City’s premises or on public rights-of-way.
1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all
deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with
the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local
laws, rules, and regulations.
2. EFFECTIVE 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 container shall be clearly
and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name,
address and purchase order or purchase release number and the price agreement number if
applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the
number of the container bearing the packing list. The 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.
Contract 8252
DocuSign Envelope ID: 09D89376-6506'4CEC-8742-5E364A3FFF09
6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be
shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and
Conditions. Unless otherwise stated in the Offer, the Contractor’s price shall be deemed to include
all delivery and transportation charges. The City shall have the right to designate what method of
transportation shall be used to ship the deliverables. The place of delivery shall be that set forth
the purchase order.
7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under
law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at
delivery before accepting them, and to reject defective or non-conforming deliverables. If the City
has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the
deliverables at the Contractor’s, or the Contractor’s Subcontractor’s, premises, the Contractor shall
furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance
to the City to facilitate such inspection.
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 acknowledges that it has satisfied
itself as to the nature of the City’s service requirements and specifications, the location and
essential characteristics of the work sites, the quality and quantity of materials, equipment, labor
and facilities necessary to perform the services, and any other condition or state of fact which could
in any way affect performance of the Contractor’s obligations under the contract. The Contractor
hereby releases and holds the City harmless from and against any liability or claim for damages of
any kind or nature if the actual site or service conditions differ from expected conditions.
The contractor shall, at all times, exercise reasonable precautions for the safety of their employees,
City Staff, participants and others on or near the City’s facilities.
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.
Contract 8252