2009-255
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FirstAmendmenttoAgreementKOrdinanceNo.201018708/03/10JR
SecondAmendmenttoAgreement[originalisattached]04/25/11JR
ThirdAmendmenttoAgreementKOrdinanceNo.201204102/21/12JR
ORDINANCE NO. 2009- .
AN ORDINANCE OF THE CITY OF DENTON, TEXAS AUTHORIZING THE CITY
MANAGER TO EXECUTE A PROFESSIONAL AND PERSONAL SERVICES
AGREEMENT WITH KEMA, INC., A CORPORATION FOR EXAMINING FOR
TRE/NERC REGULATORY COMPLIANCE OF THE DENTON MUNICIPAL ELECTRIC
SYSTEM; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR IN THE
AMOUNT NOT TO EXCEED $169,580; AND PROVIDING AN EFFECTIVE DATE (FILE
NO. 4412).
WHEREAS, the City Council deems that it is in the public interest to engage KEMA,
Inc., a Corporation ("KEMA"), to provide personal and professional services pertaining to the
compliance of Denton Municipal Electric ("DME") with the standards set by regulatory agencies
THE and NERC; KEMA is a global engineering firm, systems integrations firm, as well as a
global management firm who in this engagement will assess compliance to the national and
regional standards as well as identifying areas for improvement in these processes; and
WHEREAS, these services are necessary to be performed by an outside specialty firm to
gauge and audit compliance with the industry standards; and City Staff has selected this firm
because of their high reputation in the electric industry, as several other Texas cities have; City
Staff has determined that the firm is competent and the fees under the Agreement are fair and
reasonable, and are consistent with and not higher than the recommended practices and fees
published by the applicable associations applicable to KEMA's profession, and that such fees do
not exceed the maximum provided by law: and
WHEREAS, DME is presently registered with NERC as a DP (Distribution Provider) and
presently there are fourteen (14) actively monitored NERC Standards. However, with the
connection of the R. D. Wells Substation and the 138 KV line built by DME to energize the
station, the Compliance Registration for DME will be upgraded to three new additional
registration functions. These are the LSE (load serving entity), the TO (transmission owner) and
the TP (transmission planner). These additional registrations will impose upon DME ninety-
seven (97) newly monitored standards. If there is regulatory noncompliance then the City can
possibly be subject to fines and sanctions levied by both the THE and the NERC; and
WHEREAS, DME will be required to register with both the THE and NERC as an LSE,
TO and TP prior to adding any additional load to the R.D. Wells Substation and the completion
of the new tie line from the R.D. Wells substation to the Hickory substation, which is anticipated
to be at the first of the year; and
WHEREAS, the City Council has determined that there is a "critical business need," as
previously determined in Ordinance No. 2009-189, approved on September 1, 2009; in that the
services described hereinabove are to be used on electric production, transmission, distribution
and station systems, and the requested services are a procurement for personal services or highly
1
technical services and are additionally a procurement necessary to protect the competitive
position of Denton Municipal Electric; and
WHEREAS, the City staff has reported to the City Council that there is a substantial need
for the above-referenced personal and professional services, and that limited City staff cannot
adequately perform the specialized services and tasks with respect to NERC/TRE compliance
with its own personnel, as outside personnel are necessary to determine compliance; and
WHEREAS, Chapter 2254 of the Texas Government Code, known as the "Professional
Services Procurement Act." generally provides that a City may not select a provider of
professional services on the basis of competitive bids, but must select the provider on the basis of
demonstrated competence, knowledge, and qualifications, and for a fair and reasonable price;
NOW THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1: The preamble to this ordinance is incorporated herewith for all purposes.
SECTION 2: The City Manager is hereby authorized to execute a "Professional and
Personal Services Agreement for TRE/NERC Compliance Consultant" (the "Agreement") with
KEMA, Inc., a Corporation, in an amount not-to-exceed $169,580 for professional and personal
services, pertaining to the TRE/NERC compliance of DME; in substantially the form of the
Agreement attached hereto as Exhibit "A" which is incorporated herewith by reference.
SECTION 3: The award of this Agreement by the City is on the basis of the
demonstrated competence, knowledge, and qualifications of KEMA and the demonstrated ability
of KEMA to perform the services needed by the City for a fair and reasonable price.
SECTION 4: The expenditure of funds as provided in the attached Agreement is hereby
authorized.
SECTION 5: This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the day of , 2009.
ARK A. OUGHS, MAYOR
2
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
By:, A
APPRO ED AS LEGAL FORM:
ANITA G S CI~Y A( ORNEY
By:
PROFESSIONAL AND PERSONAL SERVICES AGREEMENT
FOR TRE/NERC COMPLIANCE CONSULTANT
FILE#4412
STATE OF TEXAS §
COUNTY OF DENTON §
THIS AGREEMENT for highly technical services in complianci0l h City of Denton
Ordinance 2009-189 is made and entered into as of the yi'~~ day of , 2009,
by and between the City of Denton, Texas, a Texas municipal corporation, with its principal
office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called
"OWNER" and KEMA Inc., hereinafter called "CONSULTANT OR CONTRACTOR", with its
corporate office at 4377 County Line Rd Chalfont, PA, hereinafter called "CONSULTANT,"
acting herein, by and through their duly authorized representatives.
WTTNESSETH, that in consideration of the covenants and agreements herein contained,
the parties hereto do mutually agree as follows:
ARTICLE I
EMPLOYMENT OF CONSULTANT
The OWNER hereby contracts with the CONSULTANT, as an independent contractor,
and the CONSULTANT hereby agrees to perform the services herein in connection with the
Project as stated in the sections to follow, with diligence and in accordance with the highest
professional standards customarily obtained for such services in the State of Texas. The
professional services set out herein are in connection with the following described project:
The Project shall include, without limitation, highly technical services to advise the City
of Denton regarding conformance to the NERC reliability standards as outlined in Proposal 009-
1851.
ARTICLE II
SCOPE OF SERVICES
The CONSULTANT shall perform the following services in a professional manner:
To perform all those services set forth in CONSULTANT's Proposal No. 009-1851 TRE/NERC
Compliance Consultant (describe any proposal of CONSULTANT which has been provided
including the date of said proposal), which proposal is attached hereto and made a part hereof as
Exhibit "A" as if written word for word herein.
CONSULTANT shall perform all those services set forth in individual task orders which shall be
attached to this Agreement and made a part hereof for all purposes as separate agreements. (If
CONSULTANT is a professional engineer and you wish to list specific services of the
CONSULTANT, please list all specific engineering services to be provided, including the
preparation of detailed plans and specifications.)
If there is any conflict between the terms of this Agreement and the exhibits attached to this
Agreement, the terms and conditions of this Agreement will control over the terms and
conditions of the attached exhibits or task orders.
ARTICLE III
Not Applicable
ARTICLE IV
PERIOD OF SERVICE
This Agreement shall become effective upon execution of this Agreement by the
OWNER and the CONSULTANT and upon issue of a notice to proceed by the OWNER, and
shall remain in force for the period which may reasonably be required for the completion of the
Project, including Additional Services, if any, and any required extensions approved by the
OWNER. This Agreement may be sooner terminated in accordance with the provisions hereof.
Time is of the essence in this Agreement. The CONSULTANT shall make all reasonable efforts
to complete the services set forth herein as expeditiously as possible and to meet the schedule
established by the OWNER, acting through its City Manager or his designee.
ARTICLE V
COMPENSATION
COMPENSATION TERMS:
"Subcontract Expense" is defined as expenses incurred by the CONSULTANT in employment of
others in outside firms for services in the nature of N/A.
"Direct Non-Labor Expense" is defined as that expense for any assignment incurred by the
CONSULTANT for supplies, transportation and equipment, travel, communications,
subsistence, and lodging away from home, and similar incidental expenses in connection with
that assignment.
BILLING AND PAYMENT: For and in consideration of the professional services to be
performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost estimate
detail at an hourly rate shown in Exhibit "B" which is attached hereto and made a part of this
Agreement as if written word for word herein, a total fee, including reimbursement for direct
non-labor expenses not to exceed $169,580.
Partial payments to the CONSULTANT will be made on the basis of detailed monthly
statements rendered to and approved by the OWNER through its City Manager or his designee;
however, under no circumstances shall any monthly statement for services exceed the value of
the work performed at the time a statement is rendered. The OWNER may withhold the final
five percent (5%) of the contract amount until completion of the Project.
Nothing contained in this Article shall require the OWNER to pay for any work which is
unsatisfactory, as reasonably determined by the City Manager or his designee, or which is not
submitted in compliance with the terms of this Agreement. The OWNER shall not be required to
make any payments to the CONSULTANT when the CONSULTANT is in default under this
Agreement.
Page 2
It is specifically understood and agreed that the CONSULTANT shall not be authorized to
undertake any work pursuant to this Agreement which would require additional payments by the
OWNER for any charge, expense, or reimbursement above the maximum not to exceed fee as
stated, without first having obtained written authorization from the OWNER. The
CONSULTANT shall not proceed to perform the services listed in Article III "Additional
Services," without obtaining prior written authorization from the OWNER.
ADDITIONAL SERVICES: For additional services authorized in writing by the OWNER in
Article III, the CONSULTANT shall be paid based on the Schedule of Charges at an hourly rate
shown in Exhibit "C." Payments for additional services shall be due and payable upon
submission by the CONSULTANT, and shall be in accordance with subsection B hereof.
Statements shall not be submitted more frequently than monthly.
PAYMENT: If the OWNER fails to make payments due the CONSULTANT for services and
expenses within thirty (30) days after receipt of the CONSULTANT's undisputed statement
thereof, the amounts due the CONSULTANT will be increased by the rate of one percent (1%)
per month from the said thirtieth (30th) day, and, in addition, the CONSULTANT may, after
giving seven (7) days' written notice to the OWNER, suspend services under this Agreement
until the CONSULTANT has been paid in full all amounts due for services, expenses, and
charges, provided, however, nothing herein shall require the OWNER to pay the late charge of
one percent (1%) set forth herein if the OWNER reasonably determines that the work is
unsatisfactory, in accordance with this Article V, "Compensation."
ARTICLE VI
OBSERVATION AND REVIEW OF THE WORK
The CONSULTANT will exercise reasonable care and due diligence in discovering and
promptly reporting to the OWNER any defects or deficiencies in the work of the
CONSULTANT or any subcontractors or subconsultants.
ARTICLE VII
OWNERSHIP OF DOCUMENTS
All documents prepared or furnished by the CONSULTANT (and CONSULTANT's
subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and
shall become the property of the OWNER upon the termination of this Agreement. The
CONSULTANT is entitled to retain copies of all such documents. The documents prepared and
furnished by the CONSULTANT are intended only to be applicable to this Project, and
OWNER's use of these documents in other projects shall be at OWNER's sole risk and expense.
In the event the OWNER uses any of the information or materials developed pursuant to this
Agreement in another project or for other purposes than specified herein, CONSULTANT is
released from any and all liability relating to their use in that project. Notwithstanding the above,
CONSULTANT shall retain and may use the general knowledge acquired as a result of its
creation of the work product or the performance of services hereunder, for its general reference
and enhancement of its technical capabilities, and for any other purpose. All information and
material which is owned by the CONSULTANT and used by the CONSULTANT in the
performance of the Agreement shall remain the exclusive property of the CONSULTANT
whether or not such information or material was incorporated in or used to produce any of the
work products delivered under this agreement.
Page 3
ARTICLE VIII
INDEPENDENT CONTRACTOR
CONSULTANT shall provide services to OWNER as an independent contractor, not as
an employee of the OWNER. CONSULTANT shall not have or claim any right arising from
employee status.
ARTICLE IX
INDEMNITY AGREEMENT
The CONSULTANT shall indemnify and save and hold harmless the OWNER and its officers,
agents and employees from and against any and all third party liability, claims demands,
damages, losses, and expenses, including, but not limited to reasonable attorney fees incurred by
the OWNER and including, damages for bodily injury, death and tangible property damage,
resulting from the negligent acts or willful misconduct, of the CONSULTANT or its officers,
shareholders, agents, or employees in the execution, operation, or performance of this
Agreement, provided not caused by the negligent acts or willful misconduct of Owner and its
officers, agents and employees.
Nothing in this Agreement shall be construed to create a liability to any person who is not
a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at
law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this
Agreement, including the defense of governmental immunity, which defenses are hereby
expressly reserved.
The liability of CONSULTANT for any claim whatsoever related to this Agreement,
including any cause of action in contract, tort or strict liability, shall not exceed Two Hundred
and Fifty Thousand dollars ($250,000.00). In no event, shall either party be liable to the other
for any consequential, exemplary, special, indirect, incidental or punitive damages including,
without limitation, lost profits, even if such damages are foreseeable or the damaged party has
been advised of the possibility of such damages and regardless of whether any such damages are
deemed to result from the failure or inadequacy of any exclusive or other remedy.
Notwithstanding anything contained in this Agreement to the contrary, due to the
advisory nature of the work being performed under the Scope of Work in this Agreement,
OWNER agrees that CONSULTANT is operating in an advisory position only, and shall not be
responsible for any guarantee of compliance with NERC or any other applicable auditing body,
which currently holds authority to make such determination. To the extent not expressly
prohibited by law, the OWNER assumes all risk and shall hold CONSULTANT harmless from
any and all liabilities that may arise as a result of the failure of the OWNER to meet the
reliability standards as set forth above.
The OWNER hereby unconditionally and irrevocably releases and forever discharges, to the
fullest extent permitted by applicable law, CONSULTANT and its officers, directors, employees, agents,
representatives, assigns, affiliates, parents, subsidiaries, and successors in interest, of and from any and all
debts, demands, actions, causes of action, suits, accounts, covenants, contracts, agreements, damages, and
any and all claims, demands, and liabilities arising in relation to guaranteed compliance under this
Agreement or the work of CONSULTANT hereunder.
Page 4
ARTICLE X
INSURANCE
During the performance of the services under this Agreement, CONSULTANT shall
maintain the following insurance with an insurance company licensed to do business in the State
of Texas by the State Insurance Commission or any successor agency that has a rating with Best
Rate Carriers of at least an A- or above:
Comprehensive General Liability Insurance with bodily injury limits of not less than $500,000
for each occurrence and not less than $500,000 in the aggregate, and with property damage limits
of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate.
Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each
person and not less than $500,000 for each accident, and with property damage limits of not less
than $100,000 for each accident.
Worker's Compensation Insurance in accordance with statutory requirements, and Employers'
Liability Insurance with limits of not less than $100,000 for each accident.
Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate.
The CONSULTANT shall furnish insurance certificates at the OWNER's request to evidence
such coverages. The insurance certificates shall name the OWNER as an additional insured, as
their interest shall appear under the Scope of Work of this Agreement. CONSULTANT shall
endeavor to provide OWNER with any cancellation or modification to its insurance certificates.
ARTICLE XI
ARBITRATION AND ALTERNATE DISPUTE RESOLUTION
The parties may agree to settle any disputes under this Agreement by submitting the
dispute to arbitration or other means of alternate dispute resolution, such as mediation. No
arbitration or alternate dispute resolution arising out of or relating to this Agreement, involving
one party's disagreement may include the other party to the disagreement without the other's
approval.
ARTICLE XII
TERMINATION OF AGREEMENT
Notwithstanding any other provision of this Agreement, either party may terminate by giving
thirty (30) days' advance written notice to the other party.
This Agreement may be terminated in whole or in part in the event of either party substantially
failing to fulfill its obligations under this Agreement. No such termination will be
affected unless the other party is given (1) written notice (delivered by certified mail,
return receipt requested) of intent to terminate and setting forth the reasons specifying the
non-performance, and not less than thirty (30) calendar days to cure the failure; and (2)
an opportunity for consultation with the terminating party prior to termination.
If the Agreement is terminated prior to completion of the services to be provided hereunder,
CONSULTANT shall immediately cease all services and shall render a final bill for
Page 5
services to the OWNER within thirty (30) days after the date of termination. The
OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily
performed and for reimbursable expenses to termination incurred prior to the date of
termination, in accordance with Article V "Compensation." Should the OWNER
subsequently contract with a new consultant for the continuation of services on the
Project, CONSULTANT shall cooperate in providing information. The CONSULTANT
shall turn over all documents prepared or furnished by CONSULTANT pursuant to this
Agreement to the OWNER on or before the date of termination, but may maintain copies
of such documents for its use.
ARTICLE XIII
RESPONSIBILITY FOR CLAIMS AND LIABILITIES
Approval by the OWNER shall constitute, and be deemed a release of the responsibility
and liability of the CONSULTANT, its employees, associates, agents, subcontractors,
and subconsultants for the accuracy and competency of their designs or other work; and
such approval shall be deemed an assumption of such responsibility by the OWNER for
any defect in the design or other work prepared by the CONSULTANT, its employees
subcontractors, agents, and consultants.
ARTICLE XIV
NOTICES
All notices, communications, and reports required or permitted under this Agreement
shall be personally delivered or mailed to the respective parties by depositing same in the
United States mail to the address shown below, certified mail, return receipt requested,
unless otherwise specified herein. Mailed notices shall be deemed communicated as of
three (3) days' mailing:
To CONSULTANT:
Raymond Gilby
KEMA Inc.
4377 County Line Rd.
Chalfont, PA 18914
To OWNER:
City of Denton
Terry Jones
1701 C Spencer Road
Denton, TX 76205
All notices shall be deemed effective upon receipt by the party to whom such notice is
given, or within three (3) days' mailing.
ARTICLE XV
ENTIRE AGREEMENT
This Agreement, consisting of pages and exhibits, constitutes the
complete and final expression of the agreement of the parties, and is intended as a
complete and exclusive statement of the terms of their agreements, and supersedes all
prior contemporaneous offers, promises, representations, negotiations, discussions,
communications, and agreements which may have been made in connection with the
subject matter hereof.
Page 6
ARTICLE XVI
SEVERABILITY
If any provision of this Agreement is found or deemed by a court of competent
jurisdiction to be invalid or unenforceable, it shall be considered severable from the
remainder of this Agreement and shall not cause the remainder to be invalid or
unenforceable. In such event, the parties shall reform this Agreement to replace such
stricken provision with a valid and enforceable provision which comes as close as
possible to expressing the intention of the stricken provision.
ARTICLE XVII
COMPLIANCE WITH LAWS
The CONSULTANT shall comply with all federal, state, and local laws, rules,
regulations, and ordinances applicable to the work covered hereunder as they may now
read or hereinafter be amended.
ARTICLE XVIII
DISCRIMINATION PROHIBITED
In performing the services required hereunder, the CONSULTANT shall not discriminate
against any person on the basis of race, color, religion, sex, national origin or ancestry,
age, or physical handicap.
ARTICLE XIX
PERSONNEL
The CONSULTANT represents that it has or will secure, at its own expense, all
personnel required to perform all the services required under this Agreement. Such
personnel shall not be employees or officers of, or have any contractual relations with the
OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or
potential conflict of interest that may arise during the term of this Agreement.
All services required hereunder will be performed by the CONSULTANT or under its
supervision. All personnel engaged in work shall be qualified, and shall be authorized
and permitted under state and local laws to perform such services.
ARTICLE XX
ASSIGNABILITY
Neither party shall assign any interest in this Agreement, and neither party shall transfer
any interest in this Agreement (whether by assignment, novation, or otherwise) without
the prior written consent of the other party.
Page 7
ARTICLE XXI
MODIFICATION
No waiver or modification of this Agreement or of any covenant, condition, or limitation
herein contained shall be valid unless in writing and duly executed by the party to be
charged therewith, and no evidence of any waiver or modification shall be offered or
received in evidence in any proceeding arising between the parties hereto out of or
affecting this Agreement, or the rights or obligations of the parties hereunder, and unless
such waiver or modification is in writing and duly executed; and the parties further agree
that the provisions of this section will not be waived unless as set forth herein.
ARTICLE XXII
MISCELLANEOUS
The following exhibits are attached to and made a part of this Agreement: (list exhibits)
The OWNER shall have the right to audit and make copies of the books, records and
computations pertaining to this agreement. The CONTRACTOR shall retain such books,
records, documents and other evidence pertaining to this agreement during 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
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 this agreement, and to allow the OWNER
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 OWNER
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 business days of receipt of an
invoice. Failure to comply with the provisions of this section shall be a material breach of
this contract and shall constitute, in the OWNER'S sole discretion, grounds for
termination thereof. Each of the terms "books", "records", "documents" and "other
evidence", as used above, shall be construed to include drafts and electronic files, even if
such drafts or electronic files are subsequently used to generate or prepare a final printed
document.
Venue of any suit or cause of action under this Agreement shall lie exclusively in Denton
County, Texas. This Agreement shall be construed in accordance with the laws of the
State of Texas.
For the purpose of this Agreement, the key persons who will perform most of the work
hereunder shall be Raymond Gilby, Principal Consultant. However, nothing herein shall
limit CONSULTANT from using other qualified and competent members of its firm to
perform the services required herein.
CONSULTANT shall commence, carry on, and complete any and all projects with all
applicable dispatch, in a sound, economical, and efficient manner and in accordance with
the provisions hereof. In accomplishing the projects, CONSULTANT shall take such
steps as are appropriate to ensure that the work involved is properly coordinated with
related work being carried on by the OWNER.
Page 8
The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's
disposal all available information pertinent to the Project, including previous reports, any
other data relative to the Project, and arranging for the access thereto, and make all
provisions for the CONSULTANT to enter in or upon public and private property as
required for the CONSULTANT to perform services under this Agreement.
The captions of this Agreement are for informational purposes only, and shall not in any
way affect the substantive terms or conditions of this Agreement.
IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by
its duly authorized City Manager, and CONSULTANT has execut d t is greement through its
duly authorized undersigned officer on this the day of 2 , 20~~/ .
CITY QF DENTON, TEf
_ c-
GEORG C. CAMPBELL, CITY MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
BY:
APPRO` ED AS O LEGAL FORM:
ANITA BURGESS, CITY AT ORNEY
VI~~~X
BY:
U
WITNESS:
BY:
CONSULTANT
")bhn k hamyy-)
C-T~o
Page 9
CITY OF DENTON
INSURANCE REQUIREMENTS FOR CONTRACTORS
Bidder's attention is directed to the insurance requirements below. It is highly recommended that
bidders confer with their respective insurance carriers or brokers to determine in advance of Bid
submission the availability of insurance certificates and endorsements as prescribed and provided
herein. If an apparent low bidder fails to comply strictly with the insurance requirements, that
bidder may be disqualified from award of the contract. Upon bid award, all insurance
requirements shall become contractual obligations, which the successful bidder shall have a duty
to maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall
provide and maintain until the contracted work has been completed and accepted by the City of
Denton, Owner, the minimum insurance coverage as indicated hereinafter.
As soon as practicable after notification of bid award, Contractor shall file with the Purchasing
Department satisfactory certificates of insurance, containing the bid number and title of the
project. Contractor may, upon written request to the Purchasing Department, ask for clarification
of any insurance requirements at any time; however, Contractors are strongly advised to make
such requests prior to bid opening, since the insurance requirements may not be modified or
waived after bid opening unless a written exception has been submitted with the bid.
Contractor shall not commence any work or deliver any material until he or she receives
notification that the contract has been accepted, approved, and signed by the City of
Denton.
All insurance policies proposed or obtained in satisfaction of these requirements shall comply
with the following general specifications, and shall be maintained in compliance with these
general specifications throughout the duration of the Contract, or longer, if so noted:
Each policy shall be issued by a company authorized to do business in the State of Texas with an
A.M. Best Company rating of at least A.
Any deductibles or self-insured retentions shall be declared in the bid proposal. If requested by
the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions
with respect to the City, its officials, agents, employees and volunteers; or, the contractor
shall procure a bond guaranteeing payment of losses and related investigations, claim
administration and defense expenses.
Liability policies shall be endorsed to provide the following:
Name as additional insured the City of Denton, its Officials, Agents, Employees and volunteers.
That such insurance is primary to any other insurance available to the additional insured with
respect to claims covered under the policy and that this insurance applies separately to each
Exhibit C
insured against whom claim is made or suit is brought. The inclusion of more than one insured
shall not operate to increase the insurer's limit of liability.
Cancellation: City requires 30 day written notice should any of the policies described on the
certificate be cancelled before the expiration date.
Should any of the required insurance be provided under a claims-made form, Contractor shall
maintain such coverage continuously throughout the term of this contract and, without lapse, for
a period of three years beyond the contract expiration, such that occurrences arising during the
contract term which give rise to claims made after expiration of the contract shall be covered as
their interest shall appear under the scope of work.
Should any of the required insurance be provided under a form of coverage that includes a
general annual aggregate limit providing for claims investigation or legal defense costs to be
included in the general annual aggregate limit, the Contractor shall either double the occurrence
limits or obtain Owners and Contractors Protective Liability Insurance.
Should any required insurance lapse during the contract term, requests for payments originating
after such lapse shall not be processed until the City receives satisfactory evidence of reinstated
coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated,
City may, at its sole option, terminate this agreement effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall additionally
comply with the following marked specifications, and shall be maintained in compliance with
these additional specifications throughout the duration of the Contract, or longer, if so noted:
[X ] A. General Liability Insurance:
General Liability insurance with combined single limits of not less than $500,000.00shall
be provided and maintained by the Contractor. The policy shall be written on an occurrence
basis either in a single policy or in a combination of underlying and umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
Coverage A shall include premises, operations, products, and completed operations, independent
contractors, contractual liability covering this contract and broad form property damage
coverage.
Coverage B shall include personal injury.
Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and
ISO Form GL 0404) is used, it shall include at least:
Bodily injury and Property Damage Liability for premises, operations, products and completed
operations, independent contractors.
Page 11
Exhibit C
Broad form contractual liability (preferably by endorsement) covering this contract, personal
injury liability and broad form property damage liability.
[X] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined
Single Limits (CSL) of not less than $300,000.00 either in a single policy or in a combination of
basic and umbrella or excess policies. The policy will include bodily injury and property
damage liability arising out of the operation, maintenance and use of all automobiles and mobile
equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
any auto, or all owned, hired and non-owned autos.
[X] Workers Compensation Insurance
Contractor shall purchase and maintain Worker's Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance, has
Employer's Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a $500,000 policy limit for occupational disease. The City need not be named
as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation
against the City, its officials, agents, employees and volunteers for any work performed for
the City by the Named Insured. For building or construction projects, the Contractor shall
comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor
Code and rule 28TAC 110.110 of the Texas Worker's Compensation Commission (TWCC).
[ ] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of
the work under this contract, an Owner's and Contractor's Protective Liability insurance policy
naming the City as insured for property damage and bodily injury which may arise in the
prosecution of the work or Contractor's operations under this contract. Coverage shall be on an
"occurrence" basis, and the policy shall be issued by the same insurance company that carries the
Contractor's liability insurance. Policy limits will be at least combined bodily injury and
property damage per occurrence with an aggregate.
[ ] Fire Damage Legal Liability Insurance
Coverage is required if Broad form General Liability is not provided or is unavailable to
the contractor or if a contractor leases or rents a portion of a City building. Limits of not less
than each occurrence are required.
[X ] Professional Liability Insurance
Professional liability insurance with limits not less than $500,000 per claim with respect
to negligent acts or willful misconduct in connection with professional services is required under
this Agreement.
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Exhibit C
[ ] Builders' Risk Insurance
Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be
provided. Such policy shall include as "Named Insured" the City of Denton and all
subcontractors as their interests may appear.
[ ] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the
premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this
coverage should be written on a "blanket" basis to cover all employees, including new hires.
This type insurance should be required if the contractor has access to City funds. Limits of not
less than each occurrence are required.
[ ] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and
specific service agreements. If such additional insurance is required for a specific contract, that
requirement will be described in the "Specific Conditions" of the contract specifications.
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ATTACHMENT 1
Exhibit C
[X] Worker's Compensation Coverage for Building or Construction Projects for
Governmental Entities
Definitions:
Certificate of coverage ("certificate") -A copy of a certificate of insurance, a
certificate of authority to self-insure issued by the commission, or a coverage agreement
(TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation
insurance coverage for the person's or entity's employees providing services on a project, for the
duration of the project.
Duration of the project - includes the time from the beginning of the work on the
project until the contractor's/person's work on the project has been completed and accepted by
the governmental entity.
Persons providing services on the project ("subcontractor" in §406.096) - includes
all persons or entities performing all or part of the services the contractor has undertaken to
perform on the project, regardless of whether that person contracted directly with the contractor
and regardless of whether that person has employees. This includes, without limitation,
independent contractors, subcontractors, leasing companies, motor carriers, owner-operators,
employees of any such entity, or employees of any entity which furnishes persons to provide
services on the project. "Services" include, without limitation, providing, hauling, or delivering
equipment or materials, or providing labor, transportation, or other service related to a project.
"Services" does not include activities unrelated to the project, such as food/beverage vendors,
office supply deliveries, and delivery of portable toilets.
The contractor shall provide coverage, based on proper reporting of classification codes and
payroll amounts and filing of any overage agreements, which meets the statutory requirements of
Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services
on the project, for the duration of the project.
The Contractor must provide a certificate of coverage to the governmental entity prior to being
awarded the contract.
If the coverage period shown on the contractor's current certificate of coverage ends during the
duration of the project, the contractor must, prior to the end of the coverage period, file a new
certificate of coverage with the governmental entity showing that coverage has been extended.
The contractor shall obtain from each person providing services on a project, and provide to the
governmental entity:
a certificate of coverage, prior to that person beginning work on the project, so the governmental
entity will have on file certificates of coverage showing coverage for all persons providing
services on the project; and
Page 14
Exhibit C
no later than seven days after receipt by the contractor, a new certificate of coverage showing
extension of coverage, if the coverage period shown on the current certificate of coverage ends
during the duration of the project.
The contractor shall retain all required certificates of coverage for the duration of the project and
for one year thereafter.
The contractor shall notify the governmental entity in writing by certified mail or personal
delivery, within 10 days after the contractor knew or should have known, of any change that
materially affects the provision of coverage of any person providing services on the project.
The contractor shall post on each project site a notice, in the text, form and manner prescribed by
the Texas Workers' Compensation Commission, informing all persons providing services on the
project that they are required to be covered, and stating how a person may verify coverage and
report lack of coverage.
The contractor shall contractually require each person with whom it contracts to provide services
on a project, to:
provide coverage, based on proper reporting of classification codes and payroll amounts and
filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code,
Section 401.011(44) for all of its employees providing services on the project, for the duration of
the project;
provide to the contractor, prior to that person beginning work on the project, a certificate of
coverage showing that coverage is being provided for all employees of the person providing
services on the project, for the duration of the project;
provide the contractor, prior to the end of the coverage period, a new certificate of coverage
showing extension of coverage, if the coverage period shown on the current certificate of
coverage ends during the duration of the project;
obtain from each other person with whom it contracts, and provide to the contractor:
certificate of coverage, prior to the other person beginning work on the project; and
a new certificate of coverage showing extension of coverage, prior to the end of the coverage
period, if the coverage period shown on the current certificate of coverage ends during the
duration of the project;
retain all required certificates of coverage on file for the duration of the project and for one year
thereafter;
notify the governmental entity in writing by certified mail or personal delivery, within 10 days
after the person knew or should have known, of any change that materially affects the provision
of coverage of any person providing services on the project; and
Page 15
Exhibit C
contractually require each person with whom it contracts, to perform as required by paragraphs
(1) - (7), with the certificates of coverage to be provided to the person for whom they are
providing services.
By signing this contract or providing or causing to be provided a certificate of coverage, the
contractor is representing to the governmental entity that all employees of the contractor who
will provide services on the project will be covered by workers' compensation coverage for the
duration of the project, that the coverage will be based on proper reporting of classification codes
and payroll amounts, and that all coverage agreements will be filed with the appropriate
insurance carrier or, in the case of a self-insured, with the commission's Division of Self-
Insurance Regulation. Providing false or misleading information may subject the contractor to
administrative penalties, criminal penalties, civil penalties, or other civil actions.
The contractor's failure to comply with any of these provisions is a breach of contract by the
contractor which entitles the governmental entity to declare the contract void if the contractor
does not remedy the breach within ten days after receipt of notice of breach from the
governmental entity.
Page 16
CONFLICT OF INTEREST QUESTIONNAIRE FORM CI
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 1491, 80th Leg., Regular
OFFICE USE ONLY
Session.
Date Received
This questionnaire is being filed in accordance with chapter 176 of the Local Government
Code by a person who has a business relationship as defined by Section 176.001(1-a) with a
local governmental entity and the person meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local
government entity not later than the 7th business day after the date the person becomes aware
of facts that require the statement to be filed. See Section 176.006, Local Government Code.
A person commits an offense if the person knowingly violates Section 176.006, Local
Government Code. An offense under this section is a Class C misdemeanor.
1 Name of person who has a business relationship with local governmental entity.
2
Cheothis box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than
the 7`n business day after the date the originally filed questionnaire becomes incomplete or inaccurate.)
J3Name of local government officer with whom filer has an employment or business relationship.
Name of Officer
This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the filer has
an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach
additional pages to this Form CIQ as necessary.
Is the local government officer named in this section receiving or likely to receive taxable income, other than
investment income, from the filer of the questionnaire?
0
E4
N
o
es
Is the filer of the questionnaire receiving or likely to receive taxable income, other than investment income, from or
at the direction of the local government officer named in this section AND the taxable income is not received from
the local governmental entity?
es No
Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local
government officer serves as an officer or director, or holds an ownership of 10 percent or more?
Eq
N
o
es
D. Describe each affiliation or business relationship.
Exhibit C
Signature of person doing business with the Date
Page 18