7447 - Contract Executed
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
Scale House Software
Crystal Westbrook
7447RFP
Not Applicable
April 20, 2021
April 20, 2026
21-693
Contract # 7447
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND STRONG DATA, INC.
(CONTRACT #7447)
THIS CONTRACT is made and entered into this date ______________________, by and between Strong Data, Inc. a Canada corporation, whose address is 5900 Balcones Dr., STE
100, Austin, TX 78731, 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
Supplier shall provide products and/or services in accordance with the City’s document
RFP #7447—Scale House Software, 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 and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”);
(b) City of Denton’s RFP #7447 (Exhibit “B” on File at the Office of the Purchasing
Agent); (c) City of Denton Standard Terms and Conditions (Exhibit “C”); (d) Insurance Requirements (Exhibit “D”); (e) Certificate of Interested Parties Electronic Filing (Exhibit "E");
(f) Contractor’s Proposal (Exhibit "F"); (g) Contractor’s Supply of “Manage” and “Enter” Software Licenses and
Software Service Agreement (Exhibit “G”)
(h) Form CIQ – Conflict of Interest Questionnaire (Exhibit "H"); 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 Supplier acknowledges that in accordance with Chapter 2270 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, Supplier
certifies that Supplier’s signature provides written verification to the City that Supplier: (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.
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
04/20/2021
Contract # 7447
Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign
Terrorist Organization
Section 2252 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, Supplier certifies
that Supplier’s signature provides written verification to the City that Supplier, pursuant to Chapter
2252, 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.
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.
SUPPLIER BY: ______________________________
AUTHORIZED SIGNATURE Printed Name:_____________________
Title:____________________________
__________________________________
PHONE NUMBER
_________________________________ EMAIL ADDRESS ___________________________________
TEXAS ETHICS COMMISSION
1295 CERTIFICATE NUMBER
CITY OF DENTON, TEXAS
BY: _____________________________ CITY MANAGER
ATTEST: ROSA RIOS, CITY SECRETARY
BY: _______________________________
APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY
BY: _______________________________
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms.
_______________ ________________ SIGNATURE PRINTED NAME __________________________________
TITLE
__________________________________ DEPARTMENT
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
2021-730126
709 571 9776
General Manager
rocky@strongdata.ca
Rocky Strong
Director of Solid Waste
Brian Boerner
Solid Waste and Recycling
Contract # 7447
Exhibit A
Special Terms and Conditions
1. Total Contract Amount The contract total for services shall not exceed $337,630. Pricing shall be per Exhibit F attached.
2. Contract Terms
The contract term will be three (3) 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. The Supplier’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.
3. Price Escalation and De-escalation
On Supplier’s request in the form stated herein, the City will implement an escalation/de-escalation price adjustment annually based on these special terms. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not
exceed +/- 8% for any individual year. The escalation will be determined annually at the
renewal date. The price will be increased or decreased based upon the annual percentage change in the PPI or the percentage change in the manufacturer’s price list. Should the PPI or manufacturer price list change exceed a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the percent 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. Respondent must also provide supporting documentation as justification 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.
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
Contract # 7447
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.
4. Performance Liquidated Damages
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 (1%) percent fee each month when any one of the performance standards outlined above are not met in full. The Contractor shall be assessed a two (2%) percent profit fee each month when any two (2) or more performance standards outlined
above are not met in full. At the end of each month, the City will review the monthly reports and
determine the percentage of penalty to be assessed to the Contractor’s monthly profit margin.
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
Contract # 7447
Exhibit C
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.
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
Contract # 7447
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.
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
Contract # 7447
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 Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL
REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall
comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but 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 Contractor’s obligations under this paragraph.
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 number and the master agreement number if applicable, the Department’s Name, 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. The Contractor’s name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor’s 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:
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
Contract # 7447
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received
in Accounts Payable, whichever is later.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid
balance at the lesser of the rate 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;
iv. damage to the property of the City or the City’s agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor’s obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay;
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. 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 availability of funding. The
City’s payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or 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. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
Contract # 7447
negotiated.
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.
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 the Contractor’s continuing obligations
under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to audit; and ii. a waiver of all claims by 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, in the City’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. 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’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the 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
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
Contract # 7447
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 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
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
Contract # 7447
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. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables,
or replace the non-conforming deliverables with fully conforming deliverables, at the City’s option
and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively 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 of warranty, but failure to give timely notice shall not impair the City’s rights under this section.
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. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty to the City. If for any reason the manufacturer’s warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such
manufacturer’s warranty for the benefit of the City. 22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms,
conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The 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 warranty, but failure to give timely notice shall not impair the City’s rights under this section. 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
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
Contract # 7447
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.
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 attributable to the City’s 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 party’s intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the 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 or (d) makes a material misrepresentation in
Contractor’s Offer, or in any report or deliverable 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 sufficient to prove to the City’s
reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy
available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post-judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City’s vendor 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 time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of 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
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
Contract # 7447
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 Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the sale of 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, INCIDENT TO,
CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR
THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE
PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
Contract # 7447
CONTRACT. NOTHING HEREIN SHALL BE 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. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. 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. ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements required to 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.
v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers’ compensation coverage written by the Texas Workers’ Compensation Insurance Fund.
vi. All endorsements naming the City as 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 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on 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. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
Contract # 7447
reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law
or regulations binding upon either of the parties hereto or the underwriter on any such
policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City 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. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s specified in within the solicitation and requirements are
required minimums 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 Contract, or which could have a material adverse effect on the Contractor’s ability to perform thereunder, 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 in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the 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.
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
Contract # 7447
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 claim that the City’s exercise anywhere
in the world of the rights associated with the City’s’ ownership, and if applicable, license rights,
and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract. In the event of 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-counsel on the City’s behalf. Further, Contractor
agrees that the City’s specifications regarding the deliverables shall in no way diminish
Contractor’s warranties or obligations under this paragraph and the City makes 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 of the City’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business
information, and other information which the City or its licensors consider confidential)
(collectively, “Confidential Information”). Contractor acknowledges and agrees that the 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.
38. OWNERSHIP AND USE OF DELIVERABLES: Contractor retains all ownership in any of its copyrights related to its Scale House Software and is licensing same to City pursuant to the terms and conditions stated herein; provided however, any equipment purchased by the City hereunder (the “Equipment”) will be owned by the City. The City shall own all rights, titles, and
interests throughout the world in and to the Equipment.
39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract.
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
Contract # 7447
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 publish, without the City’s prior consent, the fact that the 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 solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). 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 submit the City’s Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall
be those of 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 sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not have supervision and 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. The contractor is expressly free to advertise and perform services for other parties while performing services for the City.
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
Contract # 7447
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.
The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal
documentation such as an updated W-9, documents filed with the state indicating such
change, copy of the board of director’s resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 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 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
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
Contract # 7447
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 will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 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:
New Year’s Day (observed) MLK Day Memorial Day 4th of July Labor Day
Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year’s Day (observed)
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
Contract # 7447
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: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual
orientation, 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: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA.
56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded
requirements)
The following federally funded requirements are applicable. 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
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
Contract # 7447
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.
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 contract, 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: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov
for Denton County, Texas (WD-2509). 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 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 Workers’ 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
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
Contract # 7447
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 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 not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right
or remedy. A waiver by a Party 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.
Should a conflict arise between any of the contract documents, it shall be resolved with the
following order of precedence (if applicable). In any event, the final negotiated contract shall
take precedence over any and all contract documents to the extent of such conflict.
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
Contract # 7447
1. Final negotiated contract
2. RFP/Bid documents
3. City’s standard terms and conditions
4. Purchase order
5. Supplier terms and conditions
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
Contract # 7447
Exhibit D
INSURANCE REQUIREMENTS AND
WORKERS’ COMPENSATION REQUIREMENTS
Upon contract execution, all insurance requirements shall become contractual obligations, which
the successful contractor 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.
Contractor shall file with the Purchasing Department satisfactory certificates of insurance
including any applicable addendum or endorsements, containing the contract 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, 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 or better.
• Any deductibles or self-insured retentions shall be declared in the 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 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.
▪ Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents,
employees, and volunteers.
• Cancellation: City requires 30 day written notice should any of the policies
described on the certificate be cancelled or materially changed before the
expiration date.
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
Contract # 7447
• 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.
• 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 $1,000,000.00
shall 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 and property damage
resulting from explosion, collapse or underground (XCU) exposures.
• Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
Contract # 7447
[X] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined Single
Limits (CSL) of not less than $500,000 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 Workers’ 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 Workers’ 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 $500,000.00
combined bodily injury and property damage per occurrence with a $1,000,000.00
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.
[ ] Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000.00 per claim with
respect to negligent acts, errors or omissions in connection with professional services is
required under this Agreement.
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
Contract # 7447
[ ] 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.
[ ] Environmental Liability Insurance
Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this
contract.
[ ] Riggers Insurance
The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be
provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and
Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11,
Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the
CGL coverage
[ ] 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.
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
Contract # 7447
ATTACHMENT 1
[ ] Workers’ Compensation Coverage for Building or Construction Projects for
Governmental Entities
A. 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.
B. 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.
C. The Contractor must provide a certificate of coverage to the governmental
entity prior to being awarded the contract.
D. 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.
E. The contractor shall obtain from each person providing services on a project,
and provide to the governmental entity:
1. a certificate of coverage, prior to that person beginning work on the
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
Contract # 7447
project, so the governmental entity will have on file certificates of
coverage showing coverage for all persons providing services on the
project; and
2. 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.
F. The contractor shall retain all required certificates of coverage for the duration
of the project and for one year thereafter.
G. 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.
H. 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.
I. The contractor shall contractually require each person with whom it contracts
to provide services on a project, to:
1. 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;
2. 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;
3. 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;
4. obtain from each other person with whom it contracts, and provide to the
contractor:
a. a certificate of coverage, prior to the other person beginning work on the
project; and
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
Contract # 7447
b. 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;
5. retain all required certificates of coverage on file for the duration of the
project and for one year thereafter;
6. 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
7. 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.
J. 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.
K. 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.
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
Contract # 7447
Exhibit E
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 a 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 page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the 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 Commission’s website within seven business days.
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
EXHIBIT F
Revised Proposal for RFP-7447-Scale House Software
For: Crystal Westbrook, Senior Buyer, City of Denton
By: Rocky Strong, General Manager
On: December 4, 2020
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
P.O. Box 404, Gander, NL CANADA A1V 1W8 1
1.709.571.9776 // 1.877.671.6226 info@strongdata.ca
TABLE OF CONTENTS
TABLE OF CONTENTS 1
COVER LETTER 2
COMPANY INFORMATION 4
CORPORATE OVERVIEW 4
PRODUCT HISTORY 4
SOFTWARE FUNCTIONALITY 5
CLOUD INSTALLATION 5
CAPABILITIES 5
OPERATIONAL PROCESS 6
MANAGING CUSTOMER ACCOUNTS 9
CUSTOM LOAD DATA 10
TICKETS, PAYMENTS, AND RECEIPTS 11
FINANCIAL ACCOUNTING FUNCTIONALITY 12
ADDITIONAL VALUE-ADD FEATURES 13
SERVICE LEVEL COMMITMENT 14
AGREEMENT TERM AND PRODUCT SUPPORT 14
PRODUCT WARRANTY / GUARANTEES 14
SERVICE COVERAGE 14
HARDWARE REQUIREMENTS 16
SYSTEM REQUIREMENTS FOR BASIC FUNCTIONS 16
REQUIREMENTS FOR FULLY AUTOMATED FUNCTIONS 16
CAMERA REQUIREMENTS 17
IMPLEMENTATION PLAN 17
SOFTWARE THAT BENEFITS EVERYONE 18
APPENDIX A: OFFER SHEET 20
APPENDIX B: FEATURE ACCESS 24
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
P.O. Box 404, Gander, NL CANADA A1V 1W8 2
1.709.571.9776 // 1.877.671.6226 info@strongdata.ca
COVER LETTER
Dear Crystal,
Thank you for taking the time to consider our proposal for the Strong Data Automation system.
We are glad Denton has chosen to partner with Strong to address the city’s rapidly growing
requirements and we look forward to implementing the final product. Please see below for our
revised proposal as per Denton’s request.
Most of this proposal remains the same, with a few notable changes that are highlighted
throughout the document:
● SECTION 2A: Focus is placed on a cloud server arrangement only.
● SECTION 2H: “In-app security streaming” has been moved from the not quoted list to
the quoted list of features.
● SECTION 3C: Service package section has been modified to focus on the Extended
Support package rather than the Comprehensive Support package.
● SECTION 4A: Denton server requirements have been removed as the scope has been
changed to include a cloud server.
● SECTION 4C: Camera requirements have changed as SDA will be replacing the
current cameras.
● SECTION 5: The introduction formerly stated work could begin as soon as permission
was granted. Due to other recently awarded bids from other customers, Strong now will
be able to begin the dedicated implementation as soon as mid-February 2021. Some
work may be able to be completed before then as SDA staff become available.
● OFFER SHEET (APPENDIX A): All requested changes have been made.
○ SANDBOX ENVIRONMENT: Given Denton has chosen a cloud server
arrangement, SDA is able to accommodate a sandbox environment for
$100/month on the same server rather than $250/month as previously quoted.
This is a month to month fee and not able to be activated and deactivated.
○ THIRD PARTY CAMERA SOFTWARE: While Strong will be including in-app
streaming capabilities, third party camera software is required for video
recording playback and exporting (i.e. if footage had to be given to police). On
the original offer sheet, this is listed as “QVR Pro gold License (Video
surveillance program)” under “Security system.” This product is still available for
this price, however, we believe Axis Camera Station software would be a far
better fit for Denton. This entails a one-time price difference of an additional
$272.
● COMPLETED BID DOCUMENTS (APPENDIX C): Removed due to redundancy.
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
P.O. Box 404, Gander, NL CANADA A1V 1W8 3
1.709.571.9776 // 1.877.671.6226 info@strongdata.ca
As always, please reach out should you have additional questions or concerns.
Sincerely,
Rocky Strong
General Manager, Strong Data
Automation rocky@strongdata.ca P: 1 709
571 9776
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
P.O. Box 404, Gander, NL CANADA A1V 1W8 4
1.709.571.9776 // 1.877.671.6226 info@strongdata.ca
1. COMPANY INFORMATION
A. CORPORATE OVERVIEW
We develop, install, and support systems that automate the capture and flow of every element
of operations data, especially in industries where materials coming in and out of control points
need to be measured and tracked, so companies can run smoothly and make well-informed
decisions about their business.
15 years ago we started with Enter , linking together weigh scales, cameras, lasers, RFID, and
more, to effectively collect accurate information at manned or unmanned points of entrance. This
grew into Strong Data Automation, a suite of software containing accounting, human resources,
asset management, security, and much more.
An entry system is more than just gathering the data from a weigh scale. Being a company that
has a broad background in software gives us greater insight into putting that data to good use
and ensuring it is easily accessible for all employees, everywhere. We aren't just focused on
one part of the system, like the scale. We strive to see the whole picture.
B. PRODUCT HISTORY
The Strong Data ecosystem originated as Strong Engineering which was an automated
measuring and invoicing system targeted at the pulp and paper industry, mainly in the 1990s.
At the peak of the forestry industry Strong Engineering served Weyerhaeuser, Abitibi, Boise
Cascade, and Kruger. Similar to the waste industry, the pulp and paper industry depended
heavily on trucks transporting commodities in and out of checkpoints. Conversely, the Strong
Engineering system was based on a camera-based counting system rather than weight.
This was a successful system but, given the constraints of a shrinking pulp and paper industry,
Strong Engineering pivoted to the waste industry.
The next iteration of the software was an enterprise resource platform (ERP), first installed at
Corner Brook Pulp and Paper (Kruger) in 2005. The system was later designed around the
desire of CNWM to have one attendant per transfer station. This resulted in several different
products (Enter , Manage , Connect , and Secure) that worked together to provide
a holistic ERP system for an organization in the waste industry. Instrument integration and
automation was a key component of the system, including weigh scales for the waste industry.
The first multi site waste system was installed for CNWM in 2011. The main features below
were implemented at that time and discussed in the proposal:
● ENTER
○ Scale management software
○ Load view
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
P.O. Box 404, Gander, NL CANADA A1V 1W8 5
1.709.571.9776 // 1.877.671.6226 info@strongdata.ca
○ Scale Photos
○ Manual Load
○ Load View (verification, photos, and surcharges added in 2 years
ago) ○ Load Slip Edit
● MANAGE
○ Customer Management
○ Invoicing
○ Accounting
○ Customer Portal
○ Payment system integration
We are excited about the advent of a POS feature added earlier this year to accommodate
new customers who rely on traditional payment methods.
Today, Strong Data Automation (SDA) continues to refine the system based on the input of its
customers and industry demands.
2. SOFTWARE FUNCTIONALITY
A. CLOUD INSTALLATION
At Denton’s request, the Strong Data system will install and manage the software using
USA-based Azure servers. This server management service includes the provision of a
Disaster Recovery Plan.
Most system functionality is provided through web browsers. However, there are some
instances, such as scale weight indicator integration, where local installation on a nearby
device is necessary regardless of the server arrangement. Although the system accesses data
through an internet connection, there is tolerance for connection interruptions to keep
operations running smoothly.
For a quick, general overview of the Strong Data system, please follow this youtube link to
view our demonstration video: https://youtu.be/jcly3mm_82 4 .
B. CAPABILITIES
● Able to integrate with Harris Northstar, J D Edwards, and Ingenico POS (currently
integrated with other similar major platforms).
● Multisite functionally is a rudimentary component of the Strong Data system.
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
P.O. Box 404, Gander, NL CANADA A1V 1W8 6
1.709.571.9776 // 1.877.671.6226 info@strongdata.ca
● All data is stored on a central database and is accessible to all users
in the way they need it:
○ Scale attendant - Main system
○ Inside attendant - Load View
○ Finance - Billing invoicing modules
○ Customers - Portals
● Load View
○ All loads from all stations can be reviewed from any connected device.
○ Active loads which have not scaled out can be edited.
■ Change log is kept with user name for auditing purposes.
○ Photos and surcharges can be added from a mobile device inside site after the
load enters over the scale.
● User permissions configuration allows an Administrator to give each user access to
only what they need, increasing security and making the user’s experience more
efficient.
● Intuitive user interface, permission controls, and automated system logic facilitates
quick and easy training of full time and part time staff.
● An unlimited number of concurrent administrators and users are included in the
offer.
● Strong’s RFID system works within the frequency range indicated in Denton’s
“Background Information” document and integration to detect the tags is possible.
● Strong Data’s Enter software allows drivers to select their vehicle via the options
screen, or the system to automatically link the vehicle and container via RFID cards.
Combining this with tare weight support (currently available in another version of SDA’s
Enter software) will allow tare weight loads to be processed accurately though the
autonomous lane. Tare weight support is included in the quoted offer (see Appendix A:
Offer Sheet).
○ Drivers will be notified of upcoming tare weight expiration and instructed to drive
though the outbound scale.
● Strong’s powerful customer management system will allow both residential and
commercial drivers to use the automated lanes if Denton wishes to automate all 3
scaled lanes (one automated lane is included in the current quoted offer).
○ This facilitates maximum throughput as all account customers can choose
which scale to enter over. Users without tare weights simply scan out on the
outbound scale to finish their load.
○ Any customer without an account can still enter through the manual lane and
speak with an attendant.
C. OPERATIONAL PROCESS
SCALE OPERATION PROCESS (WITH SCALE ATTENDANT):
Scaling in:
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
P.O. Box 404, Gander, NL CANADA A1V 1W8 7
1.709.571.9776 // 1.877.671.6226 info@strongdata.ca
1. Customer drives onto the scale and informs the attendant of
the card number or name. System turns traffic light red and/or closes gate
2. System checks if the card number is valid, expired, or inactive.
3. If active, the system displays waste types available to the contract associated with
the card number.
a. If multiple contracts exist then the attendant would select the correct one
dictated by the customer.
4. Attendant assesses the waste type and chooses the option. ( System can open
gate if required and changes traffic light to green)
5. Customer proceeds into the site where other staff with mobile devices can also verify
the waste being tipped.
a. Waste type can be changed at this point.
b. Photos and surcharges can be added.
Scaling out:
6. Attendant identifies customer for weigh-out and final price calculation by system
. This amount is applied to the customer’s account or paid directly onsite.
7. System emails the receipt and a paper one can be printed.
FULLY AUTOMATED SETUP (WITHOUT SCALE ATTENDANT)
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
P.O. Box 404, Gander, NL CANADA A1V 1W8 8
1.709.571.9776 // 1.877.671.6226 info@strongdata.ca
In addition to our manual and unscaled software (operated by a scale attendant) Strong
Data Automation’s system has the ability to fully automate the weighing process requiring no
physical interaction with the kiosk. This means no driver needs to exit the vehicle and the
same kiosk works for any vehicle height. There is also no need for an employee to tend the
scale. Both residential and commercial customers can check themselves in while Dentons
employees are inside the site where they can assist and educate customers.
Not all sites have to be fully automated. The SDA system is able to manage a mix of
automated, manual, and un-scaled loads from all sites.
Visit https://youtu.be/jcly3mm_824 for a demonstration video.
UNSCALED LOAD PROCESSING:
● Loads are created through the manual load interface (on any connected device).
● All loads created can be seen in the customer portal and load view.
● An internet connection is required. That can be via mobile, or satellite. Periodic
disconnections are tolerated.
● This feature can also be used for the retail sale of standardized recovered materials.
UNSCALED LOAD PROCESS:
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
P.O. Box 404, Gander, NL CANADA A1V 1W8 9
1.709.571.9776 // 1.877.671.6226 info@strongdata.ca
1. Customer informs the attendant of the card
number or name.
2. System checks if the card number/ account is valid, expired, or
inactive.
3. It then displays waste types available to the contract tied to the
account.
a. If multiple contracts then the attendant would select the
correct one dictated by the customer first and then the
waste type.
4. The volume size is then selected.
5. The final price is subtracted from the accounts balance for
customers using the top up system and applied to the account for
commercial haulers.
6. A receipt with digital signature is automatically emailed and a
printed one can be produced upon request.
ACCOUNTING / REPORTS:
● The tonnage of waste moved by contractors between Denton sites can be reported on
to validate contractor invoices.
● Customizable data reports and dashboards
○ 45 reports are currently available
○ Additional custom reports and dashboard widgets can be added for Denton
○ All reports can be exported to Excel
● The customer portal will cut down on the administrative burden generated from
customers requesting specific information.
D. MANAGING CUSTOMER ACCOUNTS
GENERAL ACCOUNT CAPABILITIES:
Each account includes the ability to add the following profile information:
● Name
● Address
● Email
● Unlimited Contracts ● Add free-text notes.
● User defined fields
CUSTOMER PORTAL: Both residential and commercial account customers can log into their
own online portal to view their activity and contribute funds:
● Residential
○ Card balance
○ Add money
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
P.O. Box 404, Gander, NL CANADA A1V 1W8 10
1.709.571.9776 // 1.877.671.6226 info@strongdata.ca
○ View load activity
● Commercial
○ Invoices
○ Pay Invoices
○ Load details from all sites
● Hauler
○ All customers have a Hauler account created for them with at least one contract
assigned to them. In most cases, their own.
○ Haulers can also be assigned other contracts. This allows haluers to work for a
Denton customer while the customer pays Denton directly, avoiding extra
administrative burden.
ACCOUNT-CUSTOMER RELATIONSHIP: The account system is based on the specific
needs of customers. Each customer is assigned one or more contracts with specific waste
types and prices assigned to each contract. These contracts and waste types can also be site
specific, allowing for easy management of exceptions.
ACCOUNT ENTRY PROCESS: Accounts can be created using the Quick Setup feature
for residential customers in a couple clicks. Accounts can also be added in bulk via
spreadsheet by Strong Data. Account customers billed on interval can also be setup using the
Quick Setup or as follows:
● The customer is created in the system.
● Contract is created for the customer.
● Add one or more contracts with specific waste types to the customer.
● Assign a contract to a specific Hauler if needed.
● Assign a card number to the customer.
E. CUSTOM LOAD DATA
RATE CHANGES:
● Rates can be set per waste type.
● Rates can be adjusted individually per contract if desired.
● Product type can also be adjusted by an attendant or administrator inside the site after
the customer has entered. This is permission based ability, customizable by Denton
management and changes are tracked.
● All aspects of finished loads can be adjusted retroactively.
WEIGHT OVERRIDE: Scale input can be overridden by staff by retroactively entering the
weight.
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
P.O. Box 404, Gander, NL CANADA A1V 1W8 11
1.709.571.9776 // 1.877.671.6226 info@strongdata.ca
AUTO-ZERO FUNCTIONS: The Strong Data system auto zeros between
every load and may also be zeroed by the attendant.
CATEGORIZATION: Loads are categorized by commercial and residential as well as the
waste type indicated by the attendant or selection by the customer. Types of loads are fully
customizable to Denton’s requirements. In addition, the waste origin is also captured though
the address linked to the account.
MULTIPLE RATES PER LOAD/TICKET:
● Loads can contain one waste type that is measured by “Weight” and multiple fees types
that are measured by “Each”.
LOAD TYPE VERIFICATION: Waste types can be verified by staff located anywhere on the
site. For example, an attendant in the yard can see the waste being thrown from a vehicle.
Then identify if it is correct or needs to be changed. The verification is tracked allowing a key
performance indicator to be set on the number of loads verified.
● Waste type can be changed from anywhere (scale house, inside the site, or remotely) ●
Surcharges can be applied along with photos and comment for each load.
● Reports can be produced to display waste type totals for all customers in a given
period.
F. TICKETS, PAYMENTS, AND RECEIPTS
TICKET TEMPLATES: Ticket templates are customized at installation. Template changes are
included with the Extended and Comprehensive service agreements (see Appendix A:
Offer Sheet).
CUSTOMER IDENTIFICATION: Customers have the ability to have a
unique account profile or be processed as a one-time customer.
LOAD IDENTIFICATION: The type of load is selected by the attendant
for manual systems and by the customer for automated systems.
These selections can then be verified from inside the site and adjusted
if necessary. Some additional notes:
● Strong’s Load View feature allows attendants to verify all
aspects of the load:
○ Customer
○ Waste type
○ Weight
○ Photo
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
P.O. Box 404, Gander, NL CANADA A1V 1W8 12
1.709.571.9776 // 1.877.671.6226 info@strongdata.ca
● Details can also be added to a load, such as:
○ Add surcharges
○ Photos from mobile device
○ Comments
TICKET GENERATION PROCESS: Virtual tickets are emailed automatically by the system as
vehicles complete the load on the scale. Tickets can also be printed at the lane.
FEE COLLECTION ABILITIES:
● Residential fees are prepaid via the online portal, in person at the site, over the phone,
or at a designated Denton location.
● Customers without an account can be processed using a guest account and payments
are received on site.
● Commercial invoices can be batched and sent periodically. These invoices can then be
paid online through the customer’s online portal. Account balances can be fully
integrated with Denton’s current accounting platform.
RECEIPT PRINTING: Physical receipts can be printed to a mobile or conventional printer as
an option. Most customers tend to have a receipt emailed to them or simply view their load
history on their portal.
G. FINANCIAL ACCOUNTING FUNCTIONALITY
FUNCTIONALITY AND CAPABILITIES OFFERED:
● Full accounting software integration
● Customer portals
● Custom reports
● Clearing accounts
● Residential account balance over a specified amount the card number can be
deactivated
● Residential Accounts
○ Funds are added to the account by the customer themselves or
through locations specified by Denton.
○ When A load is created several things are checked by the system:
■ A GL entry is done for the AR account of the customer and the revenue
account for that waste type.
■ If the customer account is overdrawn by a certain user defined amount
it will send an email to Denton.
○ Upon completion of the load the system automatically credits the account and
sends an email to the customer. A printed receipt is also available.
○ Residential POS Payment: Once the load is completed the invoice is paid for
through the terminal.
● Commercial Accounts
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
P.O. Box 404, Gander, NL CANADA A1V 1W8 13
1.709.571.9776 // 1.877.671.6226 info@strongdata.ca
○ Billing made on a specified cycle (ex. Monthly) ○
Select the date range to bill for.
○ Select each customer who has outstanding loads.
○ Verify and create the invoice
■ Invoices can also be batch processed for all customers at one time.
AVAILABLE OUTPUT FORMATS: PDF, Excel, or CSV.
DOCUMENT REPRINT: Invoices, load slips, and receipts can be reprinted by Denton staff at
any time. In addition, commercial customers are able to reprint invoices via their online
portal (no staff time required).
BILLING EXPORT PROCESS: Invoices are printed or emailed in PDF format to commercial
customers.
ABILITY TO CREATE/MODIFY INVOICE TEMPLATES: Invoice templates are customized at
installation and unlimited modifications are available throughout the service contract.
H. ADDITIONAL VALUE-ADD FEATURES
The following features / products are available but not discussed in detail in other parts of this
proposal. Please specify if you would like them to be demonstrated in the forthcoming
presentation:
● VALUE ADD FEATURES (INCLUDED IN CORE PRODUCT)
○ In-system chat function
○ Vacation scheduling software
○ Personal competency tracker
○ Secure remote support program (“Beyond Trust” https://www.beyondtrust.com/)
● OPTIONAL EXTRAS (QUOTED)
○ Axis security camera system with Qnap recording and viewing software. All
cameras can link with scale software.
○ Additional fully automated lanes: RFID cards and daylight readable LCD kiosks
allow loads to be processed without the need for Denton staff to tend the scale.
○ Cloud server setup and support
○ Sandbox software license and server
○ In-app Security Camera streaming (works with axis cameras)
● OPTIONAL EXTRAS (NOT QUOTED)
○ Full ERP / accounting platform
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
P.O. Box 404, Gander, NL CANADA A1V 1W8 14
1.709.571.9776 // 1.877.671.6226 info@strongdata.ca
■ Payroll management tied to bank
○ Lone worker software featuring push to talk through a mobile device
○ Site visitor check in/out software
○ Preventative maintenance tracker
○ Project and Work Order system
○ Custom E-Forms for health and safety, and inspections
3. SERVICE LEVEL COMMITMENT
A. AGREEMENT TERM AND PRODUCT SUPPORT
SDA’s license and service is bundled as shown on the offer sheet attached. Pricing is broken
down per system adopted, per lane, per month. Also, SDA does not associate any cost with
the number of employees so the number of concurrent users is unlimited . This includes
any Denton employee or contractor, such as administrators viewing live data or employees
inside the landfill site verifying the contents of each load using SDA’s Load View feature.
B. PRODUCT WARRANTY / GUARANTEES
SOFTWARE:
Since Strong Data’s license and service are always bundled as a single package, Denton will
have the support of Strong Data Automation as long as they choose.
When an organization adopts the Strong Data system, they are not purchasing a static piece
of software, they are investing in a continually advancing system that offers seamless
updates and features as soon as they become available, at no additional cost.
Our goal is not only to keep up with industry trends, but to drive those industry changes and
always be on the cutting edge. In turn, Denton will always have the best software available.
By constantly testing our products with the latest technology, we are also able to
accommodate changes in Denton’s infrastructure with regards to sites, equipment, processes,
and more.
HARDWARE:
Each hardware component comes with its own manufacturer warranty (1 year minimum).
C. SERVICE COVERAGE
STANDARD SERVICE PACKAGE:
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
P.O. Box 404, Gander, NL CANADA A1V 1W8 15
1.709.571.9776 // 1.877.671.6226 info@strongdata.ca
Strong Data’s Standard Service Package includes the following commitments:
● Unlimited support Weekdays 8am-5pm NST (5:30am - 2:30pm CT)
● All Denton personnel who have a user account are able to call Strong Data directly for
any question or issue arising with the system.
● Average service ticket resolution time is 24 hours, where time spent waiting for a
response from Denton is not included.
● Support in determining specs when purchasing new equipment relating to Strong
Data’s system.
● Strong Data uses BeyondTrust (formally BomGar) for remote access and support.
EXTENDED SUPPORT PACKAGE:
At Dention’s request, the Extended Service Package has been added to the Offer sheet in
Appendix A. This package includes:
- Unlimited support during Denton operating hours (Mon-Sat, 7am-7pm CT)
- Automated software and equipment status monitoring (SDA will alert Denton if an issue is
detected)
STANDARD PROCESS FOR PRODUCT SUPPORT:
● Contact by email or phone within the service window (according to the selected
package above). For calls made outside these hours, a response will be given the next
covered day.
● Support tickets are produced and handled via Jira Service Desk (third party application
provided by Atlassian).
RESPONSE TIME MATRIX:
With reference to the table located in Denton’s “Background Information” document, we are
committing to the following call-back times when those calls are made within the selected service
window (as described in the extended support package above):
CRITICAL
(Extensive
impact at main
site, or impact
at multiple
sites)
HIGH
(High Impact -
50% or more -
at single site)
MEDIUM
(Moderate
impact - less
than 50% - at
single site or
single
department
LOW
(Impact limited to
a single user)
CRITICAL
(Business
Stoppage)
P1 → 1 Hour P1 → 1 Hour P2→ 4 Hours P2→ 4 Hours
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
P.O. Box 404, Gander, NL CANADA A1V 1W8 16
1.709.571.9776 // 1.877.671.6226 info@strongdata.ca
HIGH
(Disruption of
Critical Business)
P1 → 1 Hour P2 → 4 Hours P2 → 4 Hours P3 → 8 Hours
MEDIUM
(Users are
Inconvenienced)
P2 → 4 Hours P2 → 4 Hours P3 → 8 Hours P3 → 8 Hours
SERVICE
REQUEST
(Move, change, add
or delete
P4 → 24
Hours
P4 →24 Hours P4 → 24
Hours
P4 → 24 Hours
4. HARDWARE REQUIREMENTS
A. SYSTEM REQUIREMENTS FOR BASIC FUNCTIONS
Denton’s current infrastructure is sufficient to accommodate the Strong Data System. Minimum
requirements are as follows:
Scale House Computers
● OS: Windows 7, Windows 8, Windows 8.1, Windows 10 or later
● Browser: Chrome, Firefox
● CPU: 2 GHz or faster
● Memory: 2 GB RAM or greater
● Storage: 40 GB or greater
Attendant Devices
● OS: Android 5.0+, iOS 12 or later
Customer mobile device
● OS: Android 5.0+, iOS 12 or later
B. REQUIREMENTS FOR FULLY AUTOMATED FUNCTIONS
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
P.O. Box 404, Gander, NL CANADA A1V 1W8 17
1.709.571.9776 // 1.877.671.6226 info@strongdata.ca
Strong Data Automation’s proprietary automated equipment consists of a
climate controlled kiosk featuring a 32” Daytime monitor, RFID reader, and other essential
electronic components. The cost for this kiosk is listed in our offer below.
C. CAMERA REQUIREMENTS
At Denton’s request, Strong will replace the current cameras with Axis cameras as described
in the Offer Sheet in Appendix A. Also, Strong has included the license for Secure , Strong’s
software that allows cameras to be streamed within the app and viewed from anywhere in the
world.
Security System Computer Client for Recording:
● Operating System*: Windows 10 Pro 64-bit
● CPU: Intel® Core i3, such as Intel® Core i3-7101TE
● RAM: 8GB, DDR4-2400 MHz
● Graphic card: Intel® HD Graphics 630
● Network: 1 Gbps
5. IMPLEMENTATION PLAN
Our implementation plan consists of three(3) phases that begin as soon as mid-Februar y
2021. Duration periods are best estimates and may vary based on final options chosen. A
remote-only implementation plan can be provided upon request.
PHASE 1 - IMPLEMENTATION CONSULTING AND SOFTWARE SETUP
(DURATION: 6 WEEKS)
Phase 1 involves customizing Strong Data’s system to the specific requirements of Denton
and initial setup. These objectives include but are not limited to:
● Equipment ordering and or support for Denton equipment ordering (if necessary)
● Programing of Harris Northstar and Ingenico integrations
● Report customization
● Invoice and receipt setup
In addition, a third party app, Axis Camera Station is required for local recording, storage, and
exporting of footage. This will need to run on one of Denton’s computers and should never be
turned off. Recommended hardware requirements from Axis are as follows:
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
P.O. Box 404, Gander, NL CANADA A1V 1W8 18
1.709.571.9776 // 1.877.671.6226 info@strongdata.ca
● Server setup and installation
● Implementation consulting
● Data migration
● Miscellaneous Software Configuration
PHASE 2 - ONSITE INSTALLATION, TRAINING, AND GO-LIVE
(DURATION: 2 WEEKS)
Phase two includes the physical implementation of the hardware and software. Specific
objectives include but are not limited to:
● Hardware installation and setup of any purchased hardware, and/or support with setup
of Denton hardware if required.
● Software Installation on local machines (can also be done in phase one if remote
access is allowed)
● Initial testing prior to training ● Employee training
○ Super user training
○ Finance training
○ Group sessions for site workers
PHASE 3 - POST GO-LIVE REMOTE SUPPORT
(DURATION: 2 WEEKS)
To fully support Denton staff, a SDA technician will check in with Denton every day for a period
of two weeks to stay closely connected for the initial go-live period. SDA staff will be available
as per the service agreement thereafter.
6. SOFTWARE THAT BENEFITS
EVERYONE
ACCESSIBILITY: Residential Customers are able add money to their account via their online
portal, by visiting a Denton specified location, or by phone if Denton desires; loads can still
be paid onsite using all traditional payment methods. Commercial clients can see and pay their
invoice through their portal as well as traditional methods.
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
P.O. Box 404, Gander, NL CANADA A1V 1W8 19
1.709.571.9776 // 1.877.671.6226 info@strongdata.ca
The Strong Data system is
more accessible for staff as well. The intuitive
interface and integrated logic makes training a
breeze. It’s even possible for an inexperienced
worker to be trained to cover a single shift.
Furthermore, many features are accessible
through any connected device meaning workers
can work from anywhere in the yard and it’s not
necessary to spend thousands of dollars on
specialized equipment.
TRANSPARENCY: Beyond paper receipts, all accounts with emails get an invoice. Most
importantly, customers can view their history through their online portal. They can see
invoices, payments, load data, and verifications such as photos or comments attached to their
load, be it related to a surcharge or from the scale.
EFFICIENCY: Strong Data’s intuitive ticketing interface helps attendants process account
customers quickly, regardless of the attendant’s level of experience. Also, the selections
available to the attendant are based on the customers’ account so there is no need to
memorize the fee structure as the system only displays what is available based on the current
customer.
SECURITY MANAGEMENT:
● Credential Security: All users have a unique login ID and password. Each user can be
assigned permissions based on their role by system administrators.
● Data Auditing:
○ SQL triggers are used for any change relating to customer, contract, or
employee data. The date, previous value, user, and the computer from which
the change was made are logged.
○ Each General Ledger, and Accounts Receivable, entry is tagged with the date
and user.
○ Any load that is modified or deleted must give a reason and is logged with the
user and date.
○ Any active load that is modified before scaling will have the original weight,
waste type, date, and user saved.
● Fraud Security:
○ Denton employees, including site attendants, are able to see all the loads that
are entered from any site from any connected device.
○ Verification of loads done by attendants can be tracked.
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
P.O. Box 404, Gander, NL CANADA A1V 1W8 20
1.709.571.9776 // 1.877.671.6226 info@strongdata.ca
○ Comments or add pictures (picture feature applies to scaled sites
only) can be added to active loads.
○ All load details can be viewed through the online customer portal.
7. APPENDIX A: OFFER SHEET
Item Description
Price /
UOM Qty
Unit
Ext Price
SOFTWARE COST
PARTIAL MANAGE SOFTWARE
350.00 MTH
1
350.00
Includes:
Enter Management Features, Accounts Receivable, General Ledger,
Administration, Online Customer Portal
Unlimited email and call support
Continuous updates. Never left in an old version.
‡ Extended Service package - Manage
50.00 MTH
1
50.00
MANAGED CLOUD SERVER - 3-YEAR TERM 900.00 MTH 1 900.00
- Server hosted in US on Microsoft Azure
- Minimum monthly Windows update checks and monitoring of
Windows correspondence with immediate action on security patches.
- Automated monitoring of Strong Data Server Software.
- Strong Data Server Software updates as released.
- 2 Years of photo storage.
- Unlimited transaction data storage.
- Server Snapshot BU
SANDBOX SOFTWARE LICENSE
- Training environment separate from live database, hosted on the
same server
- Demo new updates prior to updating production server
- Update data with Denton's live data upon request, to a maximum
of 6x per year.
Note: Local computer required for "Enter" scale software; service cannot
be activated/deactivated on a month-to month basis.
100.00 MTH
1
100.00
LANE 1 (NORTH ENTER SCALE NEAR SCALE HOUSE)
Employee-Operated Software License & Service Contract
150.00 MTH
1 150.00
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
P.O. Box 404, Gander, NL CANADA A1V 1W8 21
1.709.571.9776 // 1.877.671.6226 info@strongdata.ca
‡ Extended Service package - Enter
50.00 MTH
1
50.00
LANE 1 (SOUTH ENTER SCALE NEAR SCALE HOUSE)
Fully Automated Software License & Service Contract
250.00 MTH
1 250.00
‡ Extended Service package - Enter
50.00 MTH
1
50.00
LANE 3 (NORTH EXIT LANE NEAR SCALE HOUSE)
Employee-Operated Software License & Service Contract
150.00 MTH
1 150.00
‡ Extended Service package - Enter
50.00 MTH
1
50.00
LANE 4 (UNSCALED SALE OF RETAIL RECOVERED MATERIALS)
Employee-Operated Software License & Service Contract
150.00 MTH
1 150.00
‡ Extended Service package - Enter 50.00 MTH 1 50.00
SECURE SOFTWARE LICENSE ($10 per camera per month)
90.00 MTH
1 90.00
- In app camera streaming
- In app footage review
‡ Extended Service package - Secure
50.00 MTH
1
50.00
SECURITY CAMERA SYSTEM SUPPORT
250.00 MTH
1
250.00
TOTAL RECURRING COSTS PER MONTH 2,690.00
TOTAL ANNUAL SOFTWARE COST 32,280.00
IMPLEMENTATION LABOUR
IMPLEMENTATION, CONSULTING, AND SOFTWARE SETUP
(PHASE 1)
Implementation consulting and project management.
150.00
HR
30
4,500.00
Integration with North Star and the new routing software.
150.00
HR
50
7,500.00
Software configuration and modification. (Cash Drawer can be
completed here)
150.00
HR
50
7,500.00
Integration with Denton's new inventory management software.
150.00
HR
25
3,750.00
Integration with Denton's new customer work order and dispatching
software.
150.00
HR
25
3,750.00
Integration with Check Reader with half price discount.
75.00
HR
25
1,875.00
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
P.O. Box 404, Gander, NL CANADA A1V 1W8 22
1.709.571.9776 // 1.877.671.6226 info@strongdata.ca
Integration of Check Reader to bank with half price discount.
75.00
HR
25
1,875.00
SUBTOTAL
30,750.00
TRAINING / INSTALLATION (PHASE 2)
Onsite Installation of Software and Hardware (INCLUDES $350 PER
DIEM*)
1,350.00
DAY
4 5,400.00
- Final install and testing of software
- Automated Terminal Install
Onsite Training (INCLUDES $350 PER DIEM*)
1,350.00 DAY
6 8,100.00
- Super user, finance, and attendant training.
Go-Live (INCLUDES $350 PER DIEM*)
1,350.00 DAY
5
6,750.00
*Per diem covers lodging, meals, and car rentals etc.
Mobilization/Demobilization PER PERSON
- Includes travel, preparation, tool shipment.
2,700.00
EA
2
5,400.00
SUBTOTAL - HARDWARE & INSTALLATION
25,650.00
POST GO-LIVE REMOTE SUPPORT (PHASE 3)
Regular check-in from technical support for 2 weeks (included)
2.00
WK
0
0.00
TOTAL IMPLEMENTATION FOR ALL APPLICABLE SITES 56,400.00
EQUIPMENT
Enter Touchless Automated Scale Terminal (per side)
15,000.00
EA
2 30,000.00
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
P.O. Box 404, Gander, NL CANADA A1V 1W8 23
1.709.571.9776 // 1.877.671.6226 info@strongdata.ca
- Computer
- RFID Reader
- Daylight readable monitors
- Zebra KR403 Receipt printer
- Climate controlled stands
- Shipping
- Discount available upon site survey
- Compatible with upcoming Scale App
- Second stand cost may be reduced upon site evaluation
Security Camera System
Axis Q1798-LE (10MP Camera for load pictures and licenses plates)
1,700.00
EA
6 10,200.00
Axis M4206-V (Camera for weight indicator) 609.00 EA 3 1,827.00
16 Port TP Link POE Switch TL-SG1016PE 182.00 EA 1 182.00
Qnap TS231K Network Storage Device 260.00 EA 1 260.00
Axis Camera Station license for 9 cameras 792.00 EA 1 792.00
8 TB Surveillance hard drives 328.00 EA 2 656.00
Planning meeting and Project Management (done remotely) 150.00 HR 20 3,000.00
Installation 1,350.00 DAY 4 5,400.00
Security Camera System Total:
22,317.00
Denton branded RFID cards
RFID Cards INCLUDED
0.00 EA
500 0.00
RFID Cards 2500 - 9999 1.50 EA 0 0.00
RFID Cards 10,000+ 1.25 EA
100
00 12,500.00
Equipment RFID Tags (i.e. bin tags)
10.00 EA
200
2,000.00
TOTAL EQUIPMENT FOR ALL APPLICABLE SITES 89,134.00
POST-IMPLEMENTATION SERVICE
On site service/support after implementation
Day rate 1,600.00 DAY
-
-
Mobilization/Demobilization PER PERSON 2,700.00 EA
- Includes travel, preparation, and tool shipment.
-
-
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
P.O. Box 404, Gander, NL CANADA A1V 1W8 24
1.709.571.9776 // 1.877.671.6226 info@strongdata.ca
TERMS
All pricing in USD
Tax and Duties not included.
Quote valid for 120 days from proposal date.
‡ Extended Service Package includes:
- Unlimited support during Denton operating hours (Mon-Sat, 7am-7pm)
- Receipt / Ticket / Invoice template changes
Installation automated stands and extras does not include the
following:
- Electrical work.
- Underground conduit if needed.
- Running of Cat5e (can be discussed during negations) -
Suitable mounting surface.
- Pole for mounting camera if no suitable building is near
by.
- Lift for camera installation.
✝ Hardware billed 50% on order/25% on delivery/25% after
install.
✝ Hours and day rates billed monthly.
✝ License and Support fees to begin after agreed install.
8. APPENDIX B: FEATURE ACCESS
Administrative features that can be permitted to employee accounts on an individual basis:
○ Allow
Money ○
Card
Lookup
○ Change Card
○ Contract Setup
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
P.O. Box 404, Gander, NL CANADA A1V 1W8 25
1.709.571.9776 // 1.877.671.6226 info@strongdata.ca
○ Domestic
Cards
○ Hauler Setup
○ Load Slip
Edit
○ Load View
○ Manual Load
○ Personnel
Setup
○ Create
Invoices
○ Customer
Setup
○ Receive
Payments
○ Sales Invoice
○ Statements
○ Inventory
○ Setup
○ LoadSlip Edit
○ Money
○ Chart Of Accounts
○ Daily Cash Clearing
○ General Journal Entries
○ Search
○ Year End
○ Form Access
○ Chat
○ Leave Request
○ Training
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
Exhibit G
RFP 7477
SUPPLY OF “MANAGE” AND “ENTER”
SOFTWARE LICENSES AND SOFTWARE
SERVICE AGREEMENT
Between
Strong Data Inc.
And
City of Denton
March 9, 2021
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
SUPPLY OF “MANAGE” AND “ENTER” SOFTWARE LICENSES AND SOFTWARE SERVICE AGREEMENT
STRONG Initials/Date __________ DENTON Initials/Date ____________
Pg. 1 of 6
The provision of these services will cover the following items understood as part of the
agreement by both Strong Data Inc. and DENTON.
DEFINITIONS
STRONG: Strong Data Inc.
DENTON: The City of Denton, Texas
PROGRAM/S: Indicates software provide by STRONG under this agreement which include all
or parts of the software titled “Manage” and “Enter”
ACTIVE INSTANCE: A PROGRAM installed with the intent to be used on a regular basis.
SITE: A location intended for use of “Enter” to process scaled or unscaled loads.
SOFTWARE LICENSE AGREEMENT
Software license agreement for Manage and Enter and any associated program or reports
provided by STRONG
CAREFULLY READ THE FOLLOWING TERMS AND CONDITIONS. YOUR OPENING OF THE
PROGRAM OR USING AN INSTALLED PROGRAM ON YOUR COMPUTER,
NETWORK OR THE WEB WILL INDICATE YOUR ACCEPTANCE OF THESE CONDITIONS.
STRONG provides the PROGRAM licenses to DENTON for use.
THE PROGRAMS, INCLUDING ITS CODE, DOCUMENTATION, APPEARANCE, STRUCTURE
AND ORGANIZATIONS, IS A PROPRIETARY PRODUCT OF STRONG DATA INC.
AND IS PROTECTED BY COPYRIGHT AND OTHER LAWS. TITLE TO THE PROGRAM, OR
ANY COPY, MODIFICATION OR MERGED PORTION OF THE PROGRAM, SHALL AT ALL
TIMES REMAIN WITH STRONG DATA INC.
License—The following rights are granted to DENTON:
1. The PROGRAMS are licensed to DENTON solely for DENTON use. At no time can
DENTON use more active instances of the PROGRAMS or operate more SITES than
indicated on the monthly invoice referred to under the PAYMENT AND TERMS section
of this agreement.
2. Multiple backup versions of the program and associated databases are permitted as long
as they are not used for active use.
3. An unlimited number of concurrent users who are employees or contractors of DENTON
are permitted.
Restrictions—Without the prior written consent of STRONG, DENTON may not:
1. Transfer or rent the program or use, copy or modify the program, in whole or in part,
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
SUPPLY OF “MANAGE” AND “ENTER” SOFTWARE LICENSES AND SOFTWARE SERVICE AGREEMENT
STRONG Initials/Date __________ DENTON Initials/Date ____________
Pg. 2 of 6
except as expressly permitted in this license.
2. Decompile, reverse assemble or otherwise reverse engineer the program.
3. Reproduce, distribute or revise the program documentation.
4. Use any program supplied by STRONG for development purposes.
5. Show or give access to the PROGRAMS to any person outside a direct business relation
with DENTON (direct business relation ex. employee, contractor, board member,
auditor etc.), or employed by another software company.
SERVICE AGREEMENT
GENERAL CONDITIONS
1. Support by STRONG to DENTON for software provided under the above
LICENSE AGREEMENT will be conducted remotely through phone, or email.
2. All contact with STRONG regarding support should be done though 1-877-671-6226,
support@strongdata.ca, or the STRONG customer service portal.
3. If the STRONG technician answering the service call is unable to solve the issue
immediately a ticket will be logged and followed up within the maximum response time.
4. Support inquiries should be directed through DENTON identified super users (ex.
Manger, Supervisor, IT Technician, or Contractor Supervisor).
5. All STRONG support staff and contractors have signed confidentiality agreements.
SOFTWARE
1. STRONG will support all software supplied by STRONG.
2. Custom software, and or requested changes to the system beyond the agreed scope
in the proposal are not covered and will be handled outside of this agreement or by
change order.
3. Simple changes to existing reports may be covered under the service agreement.
STRONG reserves the right to deem a report outside the scope of the agreement and
thus provide a quote for the generating the report.
4. Software updates to the PROGRAMS supplied under the SOFTWARE LICENSE AGREEMENT
will be installed under the SERVICE AGREEMENT at no charge. STRONG will coordinate
time for the updates with a designated DENTON representative.
5. Time spent to fix issues arising with integrations to third party software as a result of an
update from the third party will be billed at STRONGs hourly rate.
6. STRONG does not guarantee the software is free of bugs but will take reasonable
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
SUPPLY OF “MANAGE” AND “ENTER” SOFTWARE LICENSES AND SOFTWARE SERVICE AGREEMENT
STRONG Initials/Date __________ DENTON Initials/Date ____________
Pg. 3 of 6
measures to remediate any issues that DENTON identifies.
HARDWARE
1. STRONG will provide hardware recommendations for hardware running / connected to
STRONG software.
2. Automated stands are proprietary to STRONG and must be purchased directly from
STRONG.
SERVICE LEVEL AGREEMENT
1. STRONG SLA as per proposal.
2. Support is available for DENTON management, supervisors, and IT personnel.
TRAINING
1. Additional training beyond initial setup is not supplied under the service agreement.
2. STRONG reserves the right to deem an issue raised by DENTON as training at which
time STRONG and DENTON will discuss a way to proceed outside the scope of this
agreement
DENTON,
by its authorized signatory:
Print Here:
Strong Data Automation by its authorized
signatory:
Rocky Strong
Sign here:
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
Rocky StrongSara Hensley
Exhibit
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as
defined by Section 176.001(1-a) with a local governmental entity and the vendor 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 vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity.
2
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business
day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship
as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer
named in this section AND the taxable income is not received from the local governmental entity?
Yes No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an
officer or director, or holds an ownership of one percent or more?
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
DocuSign Envelope ID: 1ABFA1A2-76B6-4ABE-AD1E-57709BE65109
Strong Data, Inc.
H
X
X
X
N/A
3/24/2021
X
X
XX
Certificate Of Completion
Envelope Id: 1ABFA1A276B64ABEAD1E57709BE65109 Status: Completed
Subject: Please DocuSign: City Council Contract Scale House 7447
Source Envelope:
Document Pages: 63 Signatures: 8 Envelope Originator:
Certificate Pages: 6 Initials: 7 Erica Garcia
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
erica.garcia@cityofdenton.com
IP Address: 198.49.140.10
Record Tracking
Status: Original
3/8/2021 3:30:45 PM
Holder: Erica Garcia
erica.garcia@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Erica Garcia
erica.garcia@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 3/19/2021 3:25:17 PM
Viewed: 3/19/2021 3:26:27 PM
Signed: 3/19/2021 3:27:57 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 3/19/2021 3:27:59 PM
Viewed: 3/21/2021 2:19:51 PM
Signed: 3/21/2021 2:21:04 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marcella Lunn
marcella.lunn@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 68.185.202.16
Sent: 3/21/2021 2:21:07 PM
Viewed: 3/22/2021 5:06:47 PM
Signed: 3/22/2021 5:09:51 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Rocky Strong
rocky@strongdata.ca
General Manager
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 96.44.108.97
Sent: 3/22/2021 5:09:53 PM
Viewed: 3/23/2021 12:41:30 PM
Signed: 3/24/2021 10:59:21 AM
Electronic Record and Signature Disclosure:
Accepted: 3/23/2021 12:41:30 PM
ID: 0efb460e-20f9-4bab-a451-7e56d9402c0c
Signer Events Signature Timestamp
Brian Boerner
Brian.Boerner@cityofdenton.com
Director of Solid Waste
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 3/24/2021 10:59:25 AM
Viewed: 3/24/2021 1:19:36 PM
Signed: 3/24/2021 2:18:46 PM
Electronic Record and Signature Disclosure:
Accepted: 3/24/2021 1:19:36 PM
ID: 58466432-d37c-4f1a-8d1e-94baa1de1b90
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 3/24/2021 2:18:50 PM
Viewed: 4/21/2021 8:23:42 AM
Signed: 4/21/2021 8:24:02 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sara Hensley
Sara.Hensley@cityofdenton.com
Interim City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 4/21/2021 8:24:05 AM
Viewed: 4/21/2021 8:27:01 AM
Signed: 4/21/2021 8:27:16 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Rosa Rios
rosa.rios@cityofdenton.com
City Secretary
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 4/21/2021 8:27:19 AM
Viewed: 4/21/2021 8:31:59 AM
Signed: 4/21/2021 8:32:43 AM
Electronic Record and Signature Disclosure:
Accepted: 4/21/2021 8:31:59 AM
ID: 12ecf751-fdf2-4498-a80c-b274e2ebb56c
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 3/19/2021 3:27:59 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Sherri Thurman
sherri.thurman@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 3/24/2021 2:18:50 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 3/24/2021 2:18:50 PM
Viewed: 3/24/2021 2:19:14 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Zolaina Parker
Zolaina.Parker@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 4/21/2021 8:32:46 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Allison Wing
Allison.Wing@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 4/21/2021 8:32:47 AM
Viewed: 4/21/2021 8:35:24 AM
Electronic Record and Signature Disclosure:
Accepted: 2/19/2021 9:34:21 AM
ID: d2b911e4-9493-4ae3-9b3e-dd69cee225ec
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 3/19/2021 3:25:17 PM
Certified Delivered Security Checked 4/21/2021 8:31:59 AM
Signing Complete Security Checked 4/21/2021 8:32:43 AM
Completed Security Checked 4/21/2021 8:32:47 AM
Payment Events Status Timestamps
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.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Rocky Strong, Brian Boerner, Rosa Rios, Allison Wing
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: purchasing@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 melissa.kraft@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 purchasing@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 purchasing@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.