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8545 - Contract Executed Docusign Transmittal Coversheet File Name Purchasing Contact Contract Expiration DocuSign Envelope ID: D5DD826E-50CE-41D8-93CC-13121BC31B38 Christina Dormady 8545 Impact DashBoard April 2029 1 Contract #8545 Subscription Agreement for Impact DashBoard STATE OF TEXAS § COUNTY OF DENTON § This agreement (the “Agreement”) is made and entered into this the ____ day of ______________, 2024 by and between Impact DataSource, LLC, 7500 Rialto Blvd, Building 1, Suite 250 Austin, Texas 78735, hereinafter referred to as “Consultant”, and the City of Denton, a Texas municipal corporation, 215 E. McKinney Street, Denton, TX 76201, hereinafter referred to as"City“. PURPOSE OF AGREEMENT The purpose of this Agreement is to state the terms and conditions under which the Consultant will prepare and provide access to an economic impact computer model to the City for use by the Denton Economic Development Department. WITNESSETH WHEREAS, City finds it necessary to to develop an economic and fiscal impact model to evaluate economic development activities in the City of Denton. WHEREAS, Consultant is willing to perform such services in a professional manner as an independent contractor; and WHEREAS, City desires to engage Consultant to render the professional services in connection therewith, and Consultant is willing to provide such services; NOW, THEREFORE, in consideration of the promises and mutual obligations herein, the parties hereto do hereby mutually AGREE as follows: SCOPE OF ENGAGEMENT SERVICES AND COMPUTER MODEL TO BE PROVIDED The Consultant will prepare and provide a custom Impact DashBoard model for use by the City. DocuSign Envelope ID: D5DD826E-50CE-41D8-93CC-13121BC31B38 2 Impact DashBoard is a web-based economic and fiscal impact model that calculates the economic impact of a prospect firm and related costs and benefits for a 1 to 50- year period for local taxing districts in the community. The model produces reports showing the direct and indirect economic impact of a firm, including: • Number of new direct and indirect jobs created, • Salaries to be paid to these workers, • Number of new workers moving to the area, • Number of new residents, • Number of new students in local public schools, • Taxable sales expected in the area, • Additional residential and commercial property added to local tax rolls, and • Other applicable impacts. Further, these economic impacts will be translated in the report into annual revenues over a 1 to 50-year period for the city and other local taxing districts, as desired, including the following: • Sales taxes, • Property tax on new residential property and commercial property added on local tax rolls, • Hotel occupancy taxes, • Utilities, • Utility franchise fees, • Additional state and federal school funding and • Other major taxes and user fees. In addition, costs for the city and other local taxing districts from the prospect firm and its workers will be calculated, including the costs of providing public services, if any, to new residents and the firm and for the school district to provide services to new students. Further, the analyses will include projections of taxes abated or rebated, if applicable, and other incentives that may be considered for the project by the City and calculate rate of return and payback period for these incentives. The model will also allow the City to do what-if scenarios on possible levels of incentives that the City may offer prospect firms. DocuSign Envelope ID: D5DD826E-50CE-41D8-93CC-13121BC31B38 3 The model will also include tables of regional indirect multipliers so that indirect jobs and indirect earnings may be automatically calculated for each prospect firm based on the firm’s North American Industry Classification System (NAICS). Impact DashBoard contains electronic data request forms to collect information from a prospect firm. The Consultant will provide unlimited training on using the model in screenshare sessions, as desired by the City. The Consultant will also provide unlimited technical assistance by phone, email or screenshare. COMPLETION DATE The Consultant will provide access to the economic impact analysis model within three weeks of the time that this agreement is signed by the City. CONFIDENTIALLY The Consultant will keep confidential economic and other data obtained from the City to develop the model, as well as information on City's economic development projects that may be reasonably considered confidential by the City. Consultant acknowledges that the City of Denton must strictly comply with the Public Information Act, Chapter 552, Texas Government Code in responding to any request for public information related to this Agreement. This obligation supersedes any conflicting provisions of this Agreement. All material submitted by Consultant to the City of Denton shall become property of the City upon receipt. Any portions of such material claimed by Consultant 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. THE CITY’S RESPONSIBILITY The City will provide information and assistance, as needed for the Consultant to develop the models. This information may include assisting in gathering tax and other rates and community information, as requested by the Consultant. DocuSign Envelope ID: D5DD826E-50CE-41D8-93CC-13121BC31B38 4 ANNUAL FEE The annual subscription fee for access to Impact DataSource's Impact DashBoard model for the City of Denton for a five-year subscription term are as follows: Subscription Term Fee March 1, 2024 - February 28, 2025 $7,316 March 1, 2025 - February 28, 2026 $7,682 March 1, 2026 - February 28, 2027 $8,066 March 1, 2027 - February 29, 2028 $8,469 March 1, 2028 - February 28, 2029 $8,892 OBSERVATION AND REVIEW OF THE WORK The Consultant will exercise reasonable care and due diligence in discovering and promptly reporting to the City any defects or deficiencies in the work of the Consultant or any subcontractors or subconsultants. BILLING AND PAYMENT Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215 E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the contract administrator as identified in the Notice to Proceed. It is the intention of the City of Denton to make payment on completed orders within thirty days after receipt of invoice or items; whichever is later, unless unusual circumstances arise. Invoices must be fully documented as to labor and materials provided, if applicable, and must reference the City of Denton Purchase Order Number in order to be processed. No payments shall be made on invoices not listing a Purchase Order Number. PAYMENT: If the City fails to make payments due the Consultant for services and expenses within sixty (60) days after receipt of the Consultant’s undisputed statement thereof, the amounts due the Consultant will be increased by the rate of one percent (1%) per month from the said sixtieth (60th) day, and, in addition, the Consultant may, after giving seven (7) days’ written notice to the City, suspend services under this Agreement until the Consultant has been paid in full all amounts due for services, expenses, and charges, provided, however, nothing herein shall require the City to pay the late charge of one percent (1%) set forth herein if the City reasonably determines that the work is unsatisfactory, in accordance with this “Billing and Payment” section. DocuSign Envelope ID: D5DD826E-50CE-41D8-93CC-13121BC31B38 5 OWNERSHIP OF DOCUMENTS All documents prepared or furnished by the Consultant (and Consultant’s subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of the City upon the termination of this Agreement. The Consultant is entitled to retain copies of all such documents. The documents prepared and furnished by the Consultant are intended only to be applicable to this Project, and City’s use of these documents in other projects shall be at City’s sole risk and expense. In the event the City uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, Consultant is released from any and all liability relating to their use in that project. INDEPENDENT CONTRACTOR Consultant shall provide services to the City as an independent contractor, not as an employee of the City. Consultant shall not have or claim any right arising from employee status. PERSONNEL A. The Consultant represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement. Such personnel shall not be employees or officers of, or have any contractual relations with the City. The Consultant shall inform the City of any conflict of interest or potential conflict of interest that may arise during the term of this Agreement. B. All services required hereunder will be performed by the Consultant or under its supervision. All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services. INDEMNITY AGREEMENT The Consultant shall indemnify and save and hold harmless the City and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by the City, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the Consultant or its officers, shareholders, agents, or employees in the execution, operation, or performance of this Agreement. DocuSign Envelope ID: D5DD826E-50CE-41D8-93CC-13121BC31B38 6 Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties’ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. INSURANCE During the performance of the services under this Agreement, Consultant shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above: A. Comprehensive General Liability Insurance with bodily injury limits of not less than $500,000 for each occurrence and not less than $500,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate. B. WAIVED - Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident. C. Worker’s Compensation Insurance in accordance with statutory requirements, and Employers’ Liability Insurance with limits of not less than $100,000 for each accident. D. Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate. The Consultant shall furnish insurance certificates or insurance policies at the City’s request to evidence such coverages. The General Liability and Auto Liability insurance policies shall name the City as an additional insured, and shall contain a provision that all required insurance policies shall not be canceled or modified without thirty (30) days’ prior written notice to City and Consultant. In such event, the Consultant shall, prior to the effective date of the change or cancellation, serve substitute policies furnishing the same coverage. DocuSign Envelope ID: D5DD826E-50CE-41D8-93CC-13121BC31B38 7 TERMINATION OF THIS AGREEMENT City A. Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days’ advance written notice to the other party. B. This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement. No such termination will be affected unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than thirty (30) calendar days to cure the failure; and (2) an opportunity for consultation with the terminating party prior to termination. C. If the Agreement is terminated prior to completion of the services to be provided hereunder, Consultant shall immediately cease all services and shall render a final bill for services to the City within thirty (30) days after the date of termination. The City shall pay Consultant for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination, in accordance with the “Billing and Payment” section. Should the City subsequently contract with a new consultant for the continuation of services on the Project, Consultant shall cooperate in providing information. The Consultant shall turn over all documents prepared or furnished by Consultant pursuant to this Agreement to the City on or before the date of termination, but may maintain copies of such documents for its use. RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the City shall not constitute, nor be deemed a release of the responsibility and liability of the Consultant, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work; nor shall such approval be deemed to be an assumption of such responsibility by the City for any defect in the design or other work prepared by the Consultant, its employees, subcontractors, agents, and consultants. NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in DocuSign Envelope ID: D5DD826E-50CE-41D8-93CC-13121BC31B38 8 the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein. Mailed notices shall be deemed communicated as of three (3) days’ mailing: To CONSULTANT: To CITY: Impact DataSource City of Denton Paul Scheuren, Principal City Manager 7500 Rialto Blvd 215 East McKinney Buidling 1, Suite 250 Denton, Texas 76201 Austin, Texas 78735 512-524-0892 940-349-7000 paul@impactdatasource.com purchasing@cityofdenton.com www.impactdatasource.com All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days’ mailing. ASSIGNABILITY The Consultant shall not assign any interest in this Agreement, and shall not transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without the prior written consent of the City. RIGHT TO AUDIT The City shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The Consultant shall retain such books, records, documents and other evidence pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within 10 business days of written request. Further, the Consultant shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the 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 Consultant which must be payable within five business days of receipt of an invoice. DocuSign Envelope ID: D5DD826E-50CE-41D8-93CC-13121BC31B38 9 Failure to comply with the provisions of this section shall be a material breach of this 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. COMPLIANCE WITH LAWS Consultant shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereafter be amended. RESPONSIBILITIES FOR CLAIMS AND LIABILITY Approval by City shall not constitute nor be deemed a release of the responsibility and liability of Consultant for the accuracy and competency of its work; nor shall such approval be deemed to be an assumption of such responsibility of City for any defect in any report or other documents prepared by Consultant, its employees, officers, agents and consultants. MODIFICATION OF AGREEMENT No waiver or modification of this Contract or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence in any proceeding arising between the parties hereto out of or affecting this Contract, or the rights or obligations of the parties hereunder, unless such waiver or modification is in writing, duly executed as aforesaid; and, the parties further agree that the provisions of this section will not be waived as herein set forth. CAPTIONS The captions of this Contract are for informational purposes only and shall not in any way affect the substantive terms or conditions of this Contract. BINDING EFFECT This Contract shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, executors, administrators, legal representatives, successors, and assigns where permitted by this Contract. DocuSign Envelope ID: D5DD826E-50CE-41D8-93CC-13121BC31B38 10 GOVERNING LAW, ENTIRETY OF AGREEMENT, AND PARTIAL INVALIDITY The laws of the State of Texas shall govern this Agreement and any disputes regarding this Agreement will be settled in Denton County, Texas. The Agreement constitutes the entire Agreement between the parties regarding its subject matter. If any provision in this Agreement is held by any court to be invalid, or unenforceable, the remaining provisions shall nevertheless continue in full force. IN WITNESS HEREOF, the City of Denton, Texas, has caused this Contract to be executed by its duly authorized City Manager or his designee, and Consultant has executed this Contract through its duly authorized undersigned partner. ACCEPTED THIS THE ____ DAY OF ____________, 2024. Impact DataSource, LLC: Paul Scheuren, Principal City of Denton __________________________________ Name, Title __________________________________ Signature _ DocuSign Envelope ID: D5DD826E-50CE-41D8-93CC-13121BC31B38 Brittany Sotelo DirectorChristina Dormady Buyer CONFLICT OF INTEREST QUESTIONNAIRE 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: D5DD826E-50CE-41D8-93CC-13121BC31B38 n/a 4/15/2024 Certificate Of Completion Envelope Id: D5DD826E50CE41D893CC13121BC31B38 Status: Sent Subject: ***Purchasing Approval*** 8545 Impact Dash Board Source Envelope: Document Pages: 12 Signatures: 4 Envelope Originator: Certificate Pages: 5 Initials: 1 Christina Dormady AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 christina.dormady@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 4/12/2024 4:29:18 PM Holder: Christina Dormady christina.dormady@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Christina Dormady christina.dormady@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 4/12/2024 4:54:15 PM Viewed: 4/12/2024 4:54:23 PM Signed: 4/12/2024 4:55:30 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: 198.49.140.10 Sent: 4/12/2024 4:55:32 PM Viewed: 4/15/2024 2:02:45 PM Signed: 4/15/2024 2:05:45 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Paul Scheuren paul@impactdatasource.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 76.242.40.97 Sent: 4/15/2024 2:05:47 PM Viewed: 4/15/2024 4:30:09 PM Signed: 4/15/2024 4:30:56 PM Electronic Record and Signature Disclosure: Accepted: 4/15/2024 4:30:09 PM ID: d80ce78d-7a97-4626-9adf-c1cc884a45b9 Brittany Sotelo brittany.sotelo@cityofdenton.com Director Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 4/15/2024 4:30:58 PM Viewed: 4/15/2024 4:48:39 PM Signed: 4/15/2024 4:49:39 PM Electronic Record and Signature Disclosure: Accepted: 4/15/2024 4:48:39 PM ID: 614c5ee6-e2fe-44d8-a4bd-65b0da7b84ae Signer Events Signature Timestamp Christina Dormady christina.dormady@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 4/15/2024 4:49:42 PM Viewed: 4/19/2024 10:20:43 AM Signed: 4/19/2024 10:20:56 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 4/19/2024 10:20:58 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign 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 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 4/12/2024 4:54:15 PM 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. 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