7056 - Assignment of Contract Executed
Procurement & Compliance
215 E. McKinney St., Denton, TX 76201 (940) 349-7100
OUR CORE VALUES
Integrity Fiscal Responsibility Transparency Outstanding Customer Service
Assignment of Contract #7056
FOR VALUE RECEIVED, Clevest Solutions, Inc. (“Assignor”) hereby assigns and otherwise transfers to
IFS Canada, Inc. (“Assignee”) all rights, title, and interest held by Assignor in and to the “Contract”
described as follows (this “Assignment”):
Contract approved June 11, 2019, by and between the City of Denton, Clevest Solutions, Inc. for the
purchase of vendor support of the Denton Municipal Electric mobile workforce management software and
professional services; said Contract being in the original not to exceed amount of $288,840.03.
Amendment 1 approved December 17, 2020 for additonal vendor support in the not to exceed amount of
$59,400.00. Amendment 2 approved December 28, 2020 for new terms and conditions to the original
contract.
Assignor warrants and represents that said Contract is in full force and effect and is fully assignable.
Assignor further warrants that it has the full right and authority to transfer said Contract and that Contract
rights herein transferred are free of liens, encumbrances, and adverse claims. Said Contract has not been
modified and remains on the terms and conditions originally contained therein. If said Contract has been
modified, then all modifications to said Contract are attached hereto and made a part hereof.
Assignor grants, bargains, sells, conveys, transfers, assigns, and delivers all of its rights, interests,
obligations, and duties under the Contract to Assignee. Assignee fully assumes and agrees to perform all
remaining covenants, duties, and obligations of Assignor under the Contract in strict accordance with the
terms and conditions of the Contract and agrees to indemnify and hold Assignor harmless from any claim
or demand resulting from non-performance by Assignee. Assignor agrees that Assignee shall be entitled
to all monies remaining to be paid under the Contract, which rights are also assigned hereunder. The City
of Denton’s obligations to make payment to Assignee shall only be effective following the date this
Assignment becomes effective. In the event that a dispute arises between Assignor and Assignee as to the
allocation or division of any payments payable or paid to Assignor of Assignee, such dispute shall be
resolved strictly between Assignor and Assignee.
This Assignment shall become effective as of the date the Consent to Assignment is executed by the City
of Denton after this Assignment is executed by the Assignor and Assignee and shall be binding upon and
inure to the benefit of the Assignor and Assignee, their heirs, administrators, successors and assigns.
IN WITNESS WHEREOF the Assignor and Assignee execute and affix their respective approval and
signature on this Assignment on the dates herein set forth.
DocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
Procurement & Compliance
215 E. McKinney St., Denton, TX 76201 (940) 349-7100
OUR CORE VALUES
Integrity Fiscal Responsibility Transparency Outstanding Customer Service
Dated: _________________
___________________________
Assignor
Dated: _________________
___________________________
Assignee
Consent to Assignment of Contract
In accordance with the provisions of the Contract, the City of Denton hereby consents to the Assignment
of Contract affirming that no modification of the Contract is made or intended, except as noted
hereinabove, and that Assignee is now and hereafter substituted for Assignor. The Assignee shall provide
to the City of Denton the following documentation before the Assignment of Contract shall become
effective: (1) a completed substitute W-9 form, and (2) a certificate of insurance which meets or exceeds
the insurance requirements of the Contract.
Attached: Conflict of Interest Questionnaire
Contract #7056
Amendment 1
Amendment 2
Dated: _________________
Approved by:
____________________________________
Lori Hewell
Purchasing Manager
City of Denton
901B Texas Street
Denton, Texas
940-349-7100
lori.hewell@cityofdenton.com
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6/16/2021
7/1/2021
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
Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section
176.003(a)(2)(A). Also describe any family relations hip with the local government 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 176.00 1(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
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n/a
6/16/2021
X
IFS Canada Inc.
n/a
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy
reference, below are some of the sections cited on this form.
Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the
parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local
governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by,
and reporting to, that agency.
Local Government Code § 176.003(a)(2)(A) and (B):
(A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a family member of the officer that
results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during
the 12-month period preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of
more than $100 in the 12-month period preceding the date the officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code § 176.006(a) and (a-1)
(a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family
member of the officer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the
aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day
after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental entity; or
(B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another
writing related to a potential contract with the local governmental entity; or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a family member of the officer,
described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local government officer.
City of Denton Ethics Code Ordinance Number 18-757
Definitions:
Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption)
City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning
and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board
Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition
does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use.
Per the City of Denton Ethics Code, Section 2-273. – Prohibitions
(3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts
cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year.
Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility
If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed
ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015
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Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: FE8B3B15-3F87-4AC4-801B-A38BC788E07D
Yes
Suzzen Stroman
7056
Mobile Workforce Management Software Solutions
FILE
June 11, 2019
June 11, 2024
19-1219
DocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
FILE 7056
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND CLEVEST SOLUTIONS, INC.
(CONTRACT 7056)
THIS CONTRACT is made and entered into this date ______________________, by
and between CLEVEST SOLUTIONS, INC. a Canadian corporation, whose address is 13700
International Place, Suite 200, Richmond, BC, Canada V6V 2X8, 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
FILE 7056 - Mobile Workforce Management Software Solutions, 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 Standard Terms and Conditions (Exhibit “B”);
(c) Insurance Requirements (Exhibit “C”);
(d) Certificate of Interested Parties Electronic Filing (Exhibit "D");
(e) Contractor’s Proposal (Exhibit "E");
(f) Form CIQ – Conflict of Interest Questionnaire (Exhibit "F");
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.
Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign
Terrorist Organization
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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.
CONTRACTOR
BY: ______________________________
AUTHORIZED SIGNATURE
Date: _______________________________
Printed Name: ________________________
Title: _______________________________
___________________________________
PHONE NUMBER
___________________________________
EMAIL ADDRESS
___________________________________
APPROVED AS TO LEGAL FORM: TEXAS ETHICS COMMISSION
AARON LEAL, CITY ATTORNEY CERTIFICATE NUMBER
BY: __________________________________
CITY OF DENTON, TEXAS
ATTEST:
ROSA RIOS, CITY SECRETARY BY: ______________________
TODD HILEMAN
BY: _________________________________ CITY MANAGER
Date:
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: FE8B3B15-3F87-4AC4-801B-A38BC788E07D
CFO
604-214-9700
trevor.greene@clevest.com
5/10/2019
Trevor Greene
Chief Technology Officer
Technology Services
Melissa Kraft
6/12/2019
DocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
FILE 7056
Exhibit A
Special Terms and Conditions
1. Total Contract Amount
The contract total for services shall not exceed $288,840.03. Pricing shall be per Exhibit F
attached.
2. Contract Terms
The contract term will be one (1) year, effective from date of award. The City and the Supplier
shall have the option to renew this contract for an additional four (4) 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. 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
The City will implement an escalation/de-escalation price adjustment yearly. The escalation/de-
escalation will be based upon manufacturer published pricing sheets to the vendor. The price will
be increased or decreased based upon the yearly percentage change in the manufacturer’s price
list. The price adjustment will be determined yearly from the award date. Should the change
exceed or decrease a minimum threshold value of +/-1%, then the stated eligible bid prices shall
be adjusted in accordance with the published price change. It is the supplier or the Cities
responsibility to request a price adjustment yearly in writing. If no request is made, then it will be
assumed that the bid price will be in effect. The supplier must submit or make available the
manufacturers pricing sheet used to calculate the bid proposal, to participate in the
escalation/de-escalation clause.
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Exhibit B
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.
6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be
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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.
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
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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:
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
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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
negotiated.
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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
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
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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
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
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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
Contractor, and purchase conforming services from other sources. In such event, the Contractor
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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
City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available
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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
CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF
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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
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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.
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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: The City shall own all rights, titles, and
interests throughout the world in and to the deliverables.
A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees
to disclose such patentable subject matter to the City. Further, if requested by the City, the
Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right,
title, and interest to specific inventions under such patentable subject matter to the City and to
execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute,
acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by
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the City, to the City upon request by the City.
B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor
agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the
Contractor for the City and the City shall own all copyrights in and to such deliverables, provided
however, that nothing in this Paragraph 38 shall negate the City’s sole or joint ownership of any
such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables.
Should by operation of law, such deliverables not be considered works made-for-hire, the
Contractor hereby assigns to the City (and agrees to cause each of its employees providing services
to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all
worldwide right, title, and interest in and to such deliverables. With respect to such work made-
for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its
employees providing services to the City hereunder to execute, acknowledge, and deliver a work-
made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon
delivery of such deliverables to the City or at such other time as the City may request.
C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its
employees to, execute, acknowledge, and deliver all applications, specifications, oaths,
assignments, and all other instruments which the City might reasonably deem necessary in order
to apply for and obtain copyright protection, mask work registration, trademark registration and/or
protection, letters patent, or any similar rights in any and all countries and in order to assign and
convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and
interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and
deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those
described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract
with respect to such deliverables. In the event the City should not seek to obtain copyright
protection, mask work registration or patent protection for any of the deliverables, but should
desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information
under the terms of Paragraph 37 above.
39. PUBLICATIONS: All published material and written reports submitted under the Contract
must be originally developed material unless otherwise specifically provided in the Contract.
When material not originally developed is included in a report in any form, the source shall be
identified.
40. ADVERTISING: The Contractor shall not advertise or 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
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any agent or representative of the Contractor to any officer or employee of the City of Denton with
a view toward securing the Contract or securing favorable treatment with respect to the awarding
or amending or the making of any determinations with respect to the performing of such contract.
In the event the Contract is canceled by the City pursuant to this provision, the City shall be
entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost
incurred by the Contractor in providing such gratuities.
43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer,
employee, independent consultant, or elected official of the City who is involved in the
development, evaluation, or decision-making process of the performance of any solicitation shall
have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any
willful violation of this section shall constitute impropriety in office, and any officer or employee
guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation
of this provision, with the knowledge, expressed or implied, of the Contractor shall render the
Contract voidable by the City. The Contractor shall complete and 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.
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
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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
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
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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
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
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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
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.
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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
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
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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.
1. Final negotiated contract
2. RFP/Bid documents
3. City’s standard terms and conditions
4. Purchase order
5. Supplier terms and conditions
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Exhibit C
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.
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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.
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[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.
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[ ] 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.
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ATTACHMENT 1
[X] 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: FE8B3B15-3F87-4AC4-801B-A38BC788E07DDocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
FILE 7056
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: FE8B3B15-3F87-4AC4-801B-A38BC788E07DDocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
FILE 7056
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: FE8B3B15-3F87-4AC4-801B-A38BC788E07DDocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
FILE 7056
Exhibit D
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the
Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring
the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish 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: FE8B3B15-3F87-4AC4-801B-A38BC788E07DDocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
200 - 13700 International Place
Richmond British Columbia V6V 2X8
Canada
Company Address
4/8/2019Created Date
00002728Quote Number
Purchase Order Information
Is a purchase order (PO) required for the purchase or payment of the
products
Please select (Customer to complete)
[ ] No
[ ] Yes
If yes, please complete the following:
Quote Approval Signature _____________________________
Print Name__________________________________________
Approval date ________________________________________
The undersigned acknowledges that he or she has read and agrees to the terms and conditions contained in this quote and he or she hereby
represents and warrants that he or she has the authority to enter into this Agreement on behalf of his or her respective organization.
4/30/2019Expiration Date
This quote is governed by the terms and conditions in the Clevest Master Agreement.
Professional Services will be provided under a separate Statement of Work (SOW) or Change Request (CR), if applicable.
Hardware is FOB origin, customer is responsible for any applicable shipping costs.
Customer is responsible for any state and local excise fees and taxes.
Third party products are subject to change without notice
Prices subject to change after quote expiration date.
Payment Schedule:
Licenses - 100% on quote approval
Maintenance – 100% on quote approval
Hardware - 100% on ship date
Services – as per the SOW or CR
USD 37,250.00Total Price
(940) 349-7173Phone
sandra.allsup@cityofdenton.comEmail
Sandra AllsupContact Name
Electric Engineering - Spencer
1685 Spencer Road
Denton, Texas 76205
United States
Ship To
City of Denton, TexasShip To Name
215 E McKinney Street
Denton, Texas 76201-4299
United States
Bill To
City of Denton, TexasBill To Name
(604) 214-9700 x202Phone
robert.dreskai@clevest.comEmail
Robert DreskaiPrepared By
Product Code Product Quantity Sales Price Total Sale Price Line Item Description
MAINT-001-001 Clevest Annual Maintenance 1.00 USD 37,250.00 USD 37,250.00 Annual Maintenance
Terms and Conditions
Customer Approval
DocuSign Envelope ID: FE8B3B15-3F87-4AC4-801B-A38BC788E07D
Exhibit E
6/12/2019
Todd Hileman
DocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
200 - 13700 International Place
Richmond British Columbia V6V 2X8
Canada
Company Address
4/8/2019Created Date
00002728Quote Number
PO Number: _________________________
PO Amount: _________________________
DocuSign Envelope ID: FE8B3B15-3F87-4AC4-801B-A38BC788E07DDocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
DocuSign Envelope ID: FE8B3B15-3F87-4AC4-801B-A38BC788E07DDocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
DocuSign Envelope ID: FE8B3B15-3F87-4AC4-801B-A38BC788E07DDocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
DocuSign Envelope ID: FE8B3B15-3F87-4AC4-801B-A38BC788E07DDocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
DocuSign Envelope ID: FE8B3B15-3F87-4AC4-801B-A38BC788E07DDocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
DocuSign Envelope ID: FE8B3B15-3F87-4AC4-801B-A38BC788E07DDocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
DocuSign Envelope ID: FE8B3B15-3F87-4AC4-801B-A38BC788E07DDocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
DocuSign Envelope ID: FE8B3B15-3F87-4AC4-801B-A38BC788E07DDocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
DocuSign Envelope ID: FE8B3B15-3F87-4AC4-801B-A38BC788E07DDocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
DocuSign Envelope ID: FE8B3B15-3F87-4AC4-801B-A38BC788E07DDocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
DocuSign Envelope ID: FE8B3B15-3F87-4AC4-801B-A38BC788E07DDocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
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: FE8B3B15-3F87-4AC4-801B-A38BC788E07D
CLEVEST SOLUTIONS, INC.
Exhibit F
Trevor Greene
X
None
5/10/2019
X
X
X
DocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
Certificate Of Completion
Envelope Id: FE8B3B153F874AC4801BA38BC788E07D Status: Completed
Subject: Please DocuSign: City Council Contract 7056 - Mobile Workforce Management Software Solutions
Source Envelope:
Document Pages: 44 Signatures: 7 Envelope Originator:
Certificate Pages: 6 Initials: 1 Suzzen Stroman
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
suzzen.stroman@cityofdenton.com
IP Address: 129.120.6.150
Record Tracking
Status: Original
4/8/2019 4:39:10 PM
Holder: Suzzen Stroman
suzzen.stroman@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Suzzen Stroman
suzzen.stroman@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 129.120.6.150
Sent: 4/8/2019 4:46:49 PM
Viewed: 4/8/2019 4:46:58 PM
Signed: 4/8/2019 4:47:37 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: 129.120.6.150
Sent: 4/8/2019 4:47:39 PM
Viewed: 4/9/2019 8:00:46 AM
Signed: 4/9/2019 8:02:22 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Mack Reinwand
mack.reinwand@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 129.120.6.150
Sent: 4/9/2019 8:02:24 AM
Resent: 4/18/2019 1:01:14 PM
Viewed: 4/11/2019 4:59:53 PM
Signed: 4/19/2019 4:40:15 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Trevor Greene
Julien.Marin@clevest.com
CFO
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 72.143.223.115
Signed using mobile
Sent: 4/19/2019 4:40:17 PM
Resent: 4/29/2019 2:49:13 PM
Resent: 4/30/2019 3:04:40 PM
Viewed: 4/19/2019 10:23:42 PM
Signed: 5/10/2019 12:01:56 PM
Electronic Record and Signature Disclosure:
Accepted: 4/19/2019 10:23:42 PM
ID: 7260af8b-d91a-4187-b897-6f4cbc58db0f
DocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
Signer Events Signature Timestamp
Melissa Kraft
Melissa.Kraft@cityofdenton.com
Chief Technology Officer
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 107.77.197.31
Signed using mobile
Sent: 5/10/2019 12:01:58 PM
Viewed: 5/10/2019 12:07:58 PM
Signed: 5/10/2019 12:08:36 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Tabitha Millsop
tabitha.millsop@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 129.120.6.150
Sent: 5/10/2019 12:08:38 PM
Viewed: 6/12/2019 2:49:12 PM
Signed: 6/12/2019 2:49:45 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Todd Hileman
Todd.Hileman@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 47.190.47.120
Signed using mobile
Sent: 6/12/2019 2:49:48 PM
Viewed: 6/12/2019 3:07:01 PM
Signed: 6/12/2019 3:07:11 PM
Electronic Record and Signature Disclosure:
Accepted: 7/25/2017 11:02:14 AM
ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21
Rosa Rios
Rosa.Rios@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 129.120.6.150
Sent: 6/12/2019 3:07:13 PM
Viewed: 6/12/2019 4:07:38 PM
Signed: 6/12/2019 4:08:12 PM
Electronic Record and Signature Disclosure:
Accepted: 6/12/2019 4:07:38 PM
ID: e4f8cc97-ea0d-4d34-a6ea-e827c7909f54
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
Tabitha Millsop
tabitha.millsop@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 4/8/2019 4:47:39 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
DocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
Carbon Copy Events Status Timestamp
Jane Richardson
jane.richardson@cityofdenton.com
Assistant City Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 6/12/2019 4:08:15 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
sandra Allsup
sandra.allsup@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 6/12/2019 4:08:17 PM
Viewed: 6/13/2019 9:28:23 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Stephanie Padgett
stephanie.padgett@cityofdenton.com
TS Administrative Assistant
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 6/12/2019 4:08:18 PM
Viewed: 6/12/2019 6:13:55 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 6/12/2019 4:08:18 PM
Certified Delivered Security Checked 6/12/2019 4:08:18 PM
Signing Complete Security Checked 6/12/2019 4:08:18 PM
Completed Security Checked 6/12/2019 4:08:18 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
DocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Trevor Greene, Todd Hileman, Rosa Rios
DocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
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available to me by City of Denton during the course of my relationship with you.
DocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: E9389118-F0FB-45CA-9806-4027D0C9D629
Mobile Workforce Management Software Solutions
Not Applicable
7056FILE
Cori Power
June 11, 2024
December 17, 2020
20-2493
DocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
1
THE STATE OF TEXAS §
§
COUNTY OF DENTON §
FIRST AMENDMENT TO CONTRACT
BY AND BETWEEN THE CITY OF DENTON, TEXAS
AND CLEVEST SOLUTIONS, INC. 7056
THIS FIRST AMENDMENT TO CONTRACT 7056 (this “Amendment”) by and
between the City of Denton, Texas (“City”) and Clevest Solutions, Inc. (“Contractor”) to
that certain contract executed on June 11, 2019, in the original not-to-exceed amount of
$288,840.03 (the “Agreement”); for services related to the mobile workforce management
software solutions;
WHEREAS, the City deems it necessary to further expand the services provided by
Contractor to the City pursuant to the terms of the Agreement, and to provide an additional
not-to-exceed amount $59,400 with this First Amendment for an aggregate not-to-exceed
of $348,240.03.
WHEREAS, the City deems it necessary to further expand the goods/services
provided by Contractor to the City; and
NOW THEREFORE, the City and Contractor (hereafter collectively referred to as the
“Parties”), in consideration of their mutual promises and covenants, as well as for other
good and valuable considerations, do hereby AGREE to the following First Amendment,
which amends the following terms and conditions of the said Agreement, to wit:
1. This Amendment modifies the Agreement amount to provide an additional $59,400
for additional services and materials described in Exhibit “A” of this Amendment,
attached hereto and incorporated herein for all purposes, to be provided in
accordance with the terms of the Agreement with a revised aggregate not-to-exceed
total of $348,240.03.
The Parties hereto agree, that except as specifically provided for by this Amendment, that
all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations
of the Parties, set forth in the Agreement remain in full force and effect.
IN WITNESS WHEREOF, the City and the Contractor, have each executed this
Amendment, by and through their respective duly authorized representatives and officers
on this date_______________________________________.
DocuSign Envelope ID: E9389118-F0FB-45CA-9806-4027D0C9D629
12/17/2020
DocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
2
“CONTRACTOR”
Clevest Solutions, Inc.
By: _____________________________
AUTHORIZED SIGNATURE, TITLE
“CITY”
CITY OF DENTON, TEXAS
A Texas Municipal Corporation
By: _____________________________
TODD HILEMAN
CITY MANAGER
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY: __________________________________
ATTEST:
ROSA RIOS, CITY SECRETARY
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: E9389118-F0FB-45CA-9806-4027D0C9D629
Technology Services
Interim Chief Technology Officer
Drew Allen
DocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
CLEVEST SOLUTIONS INC. Amendment to Contract
1
Amendment No.: 4595 Effective
Date:
June 3, 2020
Client: City of Denton
215 E McKinney Street
Denton, TX 76201-4299 USA
Client Contact:
Contact:
Phone:
Email:
Clevest:
Clevest Solutions Inc.
13700 International Place, Ste 200
Richmond , BC, V6V 2X8, Canada
Clevest
Contact:
Trevor Greene, Chief Financial Officer
Phone: 604 214 9700
email: contractadministrator@clevest.com
Fax: 604 207 9793
Purpose of
Amendment
To add annual hosting services
Additional Product
Product Code Description Quantity/Months Price Per
month
Extended
Price
CHS-2000-001 Clevest Hosting Services 36 $1,650.00 $59,400.00
$59,400.00
Supplemental Terms:
Hosting: Clevest shall maintain a hosted environment with necessary criteria as outlined below.
Maintenance Schedule: Scheduled maintenance tasks are coordinated with the Client to minimize disruption of major business operations.
Any planned upgrade or other service patching process to a production environment requires Client review and signoff as part of a policy-
driven change control process. Clevest reserves the right to perform emergency patching processes, with Client notification as necessary, to
ensure the integrity and security of an operational environment.
Power and HVAC Service: Clevest partners with SOCII Type II certified datacenters to meet a redundant level of both power availability and
HVAC N+1 redundancy requirements. Onsite 24x7x365 staff along with onsite power generators, with at least 72 hours’ fuel supply onsite,
are paired with N+1 redundant UPS services.
Network Services: Clevest partners with SOCII Type II certified datacenters that maintain redundant internet links and 24x7x365 onsite
security and networking staff to monitor and mitigate any Internet connectivity issues timely. Internet connectivity as a result of mid-Internet
sources of faults, or Client side faults, are outside the scope of this service commitment.
Issue Resolution: Clevest will make every reasonable effort to meet the following response and resolution targets:
Severity Level
Clevest Target Response and Resolution
Times
Status Updates
Severity Level 1. The Defect is
having a critical impact on
Client’s ability to conduct
business in that the Licensed
Software is entirely inoperable,
or database corruption has
occurred, and no procedural
workaround exists.
Response time – 1 hour 24x7
Resolution plan– 1 day
Target resolution – 3 days
Status updates will be provided on an ongoing
basis, as required.
Severity Level 2. The Defect is
having a severe impact on
Client’s ability to conduct
business, however, major
business operations can
continue. Procedural work-
arounds do not exist.
Response time – 1 hour during business hours
Resolution plan – 2 days
Target resolution – 10 days
Status updates will be provided daily.
DocuSign Envelope ID: E9389118-F0FB-45CA-9806-4027D0C9D629 Exhibit ADocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
CLEVEST SOLUTIONS INC. Amendment to Contract
2
Severity Level 3. The Defect is
having a moderate impact on
Client’s business that involves
partial, non-critical functionality
loss. Procedural work-arounds
exist.
Target resolution - future maintenance release
None.
Terms and Conditions: The parties agree this Amendment will be governed by the terms and conditions set forth under Contract 7056,
dated June 11, 2019
Payment schedule:
Hosting Annually on Installation to Test $19,800.000
Amendment to License Agreement – Acceptance:
Each of the undersigned acknowledges that he or she has read and agrees to the terms and conditions contained in this Amendment to
License Agreement and he or she hereby represents and warrants that he or she has the authority to enter into this Agreement on behalf of
his or her respective organization.
On behalf of Client: On behalf of Clevest:
Signature
______________________________________________
Print Name and Title
Signature
_______________________________________________
Print Name and Title
DocuSign Envelope ID: E9389118-F0FB-45CA-9806-4027D0C9D629
City ManagerTodd Hileman
DocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
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: E9389118-F0FB-45CA-9806-4027D0C9D629
CIQ
CLEVEST SOLUTIONS, INC.
X
9/29/2020
N/A
X
N/A
X
X
DocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
Certificate Of Completion
Envelope Id: E9389118F0FB45CA98064027D0C9D629 Status: Completed
Subject: Please DocuSign: City Council Amendment to Contract 7056
Source Envelope:
Document Pages: 6 Signatures: 7 Envelope Originator:
Certificate Pages: 6 Initials: 1 Cori Power
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
cori.power@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
9/24/2020 8:56:38 AM
Holder: Cori Power
cori.power@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Cori Power
cori.power@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 9/24/2020 10:25:15 AM
Viewed: 9/24/2020 10:27:19 AM
Signed: 9/24/2020 10:34:15 AM
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: 9/24/2020 10:34:18 AM
Viewed: 9/24/2020 10:42:14 AM
Signed: 9/24/2020 10:42:38 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Mack Reinwand
mack.reinwand@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 9/24/2020 10:42:40 AM
Viewed: 9/29/2020 2:48:09 PM
Signed: 9/29/2020 2:48:56 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Trevor Greene
trevor.greene@clevest.com
CFO
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 24.80.78.130
Sent: 9/29/2020 2:48:59 PM
Viewed: 9/29/2020 3:07:01 PM
Signed: 9/29/2020 5:56:20 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
DocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
Signer Events Signature Timestamp
Drew Allen
drew.allen@cityofdenton.com
Sr. Mgr, Enterprise Applications & Projects
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 47.185.82.215
Sent: 9/29/2020 5:56:22 PM
Viewed: 9/30/2020 8:26:27 AM
Signed: 9/30/2020 8:27:21 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
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: 9/30/2020 8:27:24 AM
Viewed: 12/18/2020 8:21:25 AM
Signed: 12/18/2020 8:22:04 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Todd Hileman
Todd.Hileman@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 12/18/2020 8:22:08 AM
Viewed: 12/18/2020 9:58:44 AM
Signed: 12/18/2020 9:58:50 AM
Electronic Record and Signature Disclosure:
Accepted: 7/25/2017 11:02:14 AM
ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21
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: 12/18/2020 9:58:53 AM
Viewed: 12/21/2020 11:24:44 AM
Signed: 12/21/2020 11:25:04 AM
Electronic Record and Signature Disclosure:
Accepted: 12/21/2020 11:24:44 AM
ID: 94807786-2a8e-44ca-9721-a4efb98da017
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: 9/24/2020 10:34:18 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
DocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
Carbon Copy Events Status Timestamp
Sherri Thurman
sherri.thurman@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 9/30/2020 8:27:23 AM
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: 12/21/2020 11:25:07 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Omar Rodriguez
Omar.Rodriguez@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 12/21/2020 11:25:07 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 12/21/2020 11:25:08 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 9/24/2020 10:25:15 AM
Certified Delivered Security Checked 12/21/2020 11:24:44 AM
Signing Complete Security Checked 12/21/2020 11:25:04 AM
Completed Security Checked 12/21/2020 11:25:08 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
DocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Todd Hileman, Rosa Rios
DocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
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DocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
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DocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
Docusign Transmittal Coversheet
File Name
Purchasing Contact
Contract Expiration
DocuSign Envelope ID: F17ED748-4013-4459-93FC-6BF904F695E7
FILE 7056
7056
Cori Power
6/20/2024
DocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
1
THE STATE OF TEXAS §
§
COUNTY OF DENTON §
SECOND AMENDMENT TO CONTRACT
BY AND BETWEEN THE CITY OF DENTON, TEXAS
AND CLEVEST SOLUTIONS, INC. 7056
THIS SECOND AMENDMENT TO CONTRACT 7056 (this “Amendment”) by
and between the City of Denton, Texas (“City”) and Clevest Solutions, Inc. (“Contractor”)
to that certain contract executed on June 11, 2019, in the original not-to-exceed amount of
$288,840.03 (the “Original Agreement”); amended on September 12, 2017 in the
additional amount of $90,000 aggregating a not-to-exceed amount of $208,000 (the “First
Amendment”); (collectively, the Original Agreement and the First Amendment are the
“Agreement”) for services related to the mobile workforce management software solutions;
WHEREAS, the City deems it necessary to further expand the goods/services
provided by Contractor to the City; and
NOW THEREFORE, the City and Contractor (hereafter collectively referred to as the
“Parties”), in consideration of their mutual promises and covenants, as well as for other
good and valuable considerations, do hereby AGREE to the following Amendment, which
amends the following terms and conditions of the said Agreement, to wit:
1. The terms and conditions contained in the Software License Agreement,
together with the terms and conditions in the Support and Maintenance
Agreement, and the General Terms and Conditions are attached as Exhibit “A”
and incorporated here in for all purposes, and amend, the terms of the Contract
No. 7056 between the parties dated 6/11/19 (“Contract”). In the event of an
inconsistency or conflict in any of the provisions of the Contract and the
Software License Agreement, Support and Maintenance Agreement, and the
General Terms and Conditions the inconsistency or conflict shall be resolved
by giving precedence first to the terms of Contract, then to the documents in the
order in which they are listed: Software License Agreement, Support and
Maintenance Agreement, and the General Terms and Conditions, unless
provided otherwise by specific reference to the term of the Contract that is not
given precedence.
The Parties hereto agree, that except as specifically provided for by this Amendment, that
all of the terms, covenants, conditions, agreements, rights, responsibilities, and obligations
of the Parties, set forth in the Agreement remain in full force and effect.
IN WITNESS WHEREOF, the City and the Contractor, have each executed this
Amendment, by and through their respective duly authorized representatives and officers
on this date_______________________________________.
DocuSign Envelope ID: F17ED748-4013-4459-93FC-6BF904F695E7
12/28/2020
DocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
2
“CONTRACTOR”
Clevest Solutions, Inc.
By: _____________________________
AUTHORIZED SIGNATURE, TITLE
“CITY”
CITY OF DENTON, TEXAS
A Texas Municipal Corporation
By: _____________________________
PURCHASING AGENT
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: F17ED748-4013-4459-93FC-6BF904F695E7
Technology Services
Drew Allen
Interim Chief Technology Officer
DocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
3
Exhibit “A”
SOFTWARE LICENSE AGREEMENT
1. DEFINITIONS
“Agreement” means the terms and conditions contained in this
Software License Agreement, together with the terms and
conditions in the Support and Maintenance Agreement,
Professional Services Agreement, the General Terms and
Conditions and the cover page to which this Software License
Agreement is attached or incorporated by reference.
“Customizations” means any customizations to the “Clevest”
software developed by Clevest on behalf of Client pursuant to
the Professional Services Agreement forming part of this
Agreement or otherwise.
“Documentation” means those technical publications and
writings in whatever form relating to the use of the Licensed
Software including, but not limited to, references, user manuals,
installation guides, systems administrator guides and technical
guides, provided or to be provided by Clevest to Client in
connection with the Licensed Software.
“Intellectual Property Rights” means inventions, patents,
copyrights, trade-marks, service marks, industrial designs,
design patents, integrated circuit topography rights, applications
for registration of any of the foregoing, and know-how, trade
secrets, confidential information, trade or business names and
any other intellectual property rights.
“License Fees” means the license fees to be paid by Client to
Clevest for use of the Licensed Software, as specified on the
cover page of this Agreement and subject to modification from
time to time in accordance with the terms of this Agreement.
“Licensed Software” means the software described on the cover
page of this Agreement and any Customizations and Upgrades,
as well as the associated Documentation.
“Maintenance and Support Fees” means the fees to be paid by
Client to Clevest for the Maintenance and Support Services.
“Maintenance and Support Services” means the maintenance
and support services purchased by Client under this Agreement.
“Object Code” means computer code that is readable and usable
by machines but not generally readable by humans without
reverse assembly, reverse compiling or reverse engineering.
“Source Code” means computer code and related system
documentation that is in human-readable form, including, but not
limited to, all comments and any procedural code such as job
control language.
“Upgrade” means a new release of, or update or enhancement
to the Licensed Software, which the Client is entitled to receive
pursuant to the terms and conditions of the Support and
Maintenance Agreement or for which the Client has paid for
outside of the terms and conditions of the Support and
Maintenance Agreement.
“Warranty Period” has the meaning provided in Section 4.1.
2. GRANT OF LICENSE
2.1 License. Subject to the terms and conditions of this Agreement,
and subject to full and timely payment of all License Fees owed
hereunder, Clevest hereby grants to Client and Client hereby
accepts, a limited, non-exclusive, non-transferable, license (the
“License”) to:
(a) use the functionality of the Licensed Software as
licensed and described on the cover page of this
Agreement only for the Line of Business specified on
the cover page of this Agreement; and
(b) make copies of the Licensed Software and
Documentation solely for non-production, archival or
backup purposes, but only if Client ensures that all
copies it makes of the Licensed Software and
Documentation under this Section include all
proprietary or intellectual property notices recorded on
the original items provided by Clevest.
2.2 Scope of use. Client will use the Licensed Software only as
permitted in this Agreement. Any additional or other use by
Client will require an additional license from Clevest and
payment of additional License Fees and, as applicable,
Maintenance and Support Fees.
2.3 Object Code only. Client acknowledges and agrees that this
Agreement does not grant Client any rights with respect to the
Source Code to the Licensed Software. Client covenants and
agrees not to translate, create derivative works of, reverse
engineer, decompile or disassemble the Licensed Software in
whole or in part. Client shall not (i) alter, modify, enhance, adapt,
re-arrange, reverse engineer, decompile, disassemble, make
works derived from the Licensed Software or attempt to generate
or access the Source Code for the Licensed Software, whether
by converting, translating, decompiling, disassembling or
otherwise, or (ii) enter or manipulate data or information within
the database underlying the Licensed Software other than via
the Licensed Software. Client shall not attempt to aggregate
users or circumvent Clevest’s licensing restrictions via technical
means, including, but without limitation, the use of any interface
between the Licensed Software and another program that
performs functionality substantially similar to the Licensed
Software.
2.4 Modification. Client may not modify the Licensed Software
without the prior written authorization of Clevest.
2.5 No sale or license by Client. Client may not sell, loan, lease,
rent, license, sublicense, grant a security interest in, distribute,
or otherwise transfer rights to or possession of the Licensed
Software in whole or in part to any person or entity, or use the
Licensed Software in any service bureau or time sharing
arrangement, facility management or third party training
arrangement or any other arrangement where Client processes
the data of a third party.
2.6 Term of license. Subject to the termination provisions in Section
7 of the License Schedule, the License granted hereunder shall
take effect as of the Effective Date and shall continue for the
initial term specified on the Exhibit “A” of this Agreement. If such
initial term is not a perpetual term, then the License shall
automatically renew for successive terms equal to the length of
the initial term, unless a party gives written notice to the other
party at least thirty (30) days before the expiration of the then-
current term advising that it wishes to terminate the License at
the end of the then-current term. In addition to any other terms
of this Agreement which may modify the License Fees payable
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hereunder, Clevest may modify the License Fees for renewal
terms by providing Client with notice of any License Fee
modifications at least sixty (60) days before the expiration of the
then-current term.
2.7 Additional Software. Additional licenses of the Licensed
Software which are larger in scope, number or otherwise than as
set forth on the cover page of this Agreement shall be agreed
upon between the parties in writing, and any such additional
Licenses shall incorporate the terms and conditions of this
Agreement. Fees for additional licenses will be at the then-
current price list published from time to time by Clevest.
2.8 Ownership, protection and security. Clevest and Client
acknowledge and agree that as between Clevest and Client,
Clevest owns and will retain title and ownership of all Intellectual
Property Rights and other interests in and to the Licensed
Software and Documentation (and all copies of the Licensed
Software and Documentation) including, but not limited to, any
improvements thereto whether designed, created and/or
developed by Clevest, Client or its agents or contractors, subject
to the license rights specifically granted to Client in this License
Agreement. Client hereby assigns to Clevest any and all right,
title and interest it might have in and to any such improvements
and all Intellectual Property Rights therein.
2.9 Hardware & Third Party Software. This Agreement does not
include the provision of hardware or third party software licenses
to Client.
3. DELIVERY AND INSTALLATION
3.1 Delivery of the Licensed Software: Clevest will deliver the
Licensed Software to Client at such location as the parties will
mutually agree upon in writing.
3.2 Installation. Client shall be responsible for installing the
Licensed Software. Installation services may be purchased from
Clevest in accordance with the Professional Services Agreement
forming part of this Agreement.
4. WARRANTIES AND REMEDIES
4.1 Limited warranty for Licensed Software. Subject to Section 4.2
of this Software License Agreement, Clevest warrants that for a
period of 12 months (the “Warranty Period”) following the
Effective Date, the Licensed Software will substantially conform
to the functional specifications contained in the Documentation.
Clevest does not warrant that the Licensed Software will operate
uninterrupted or that it will be free from minor defects or errors
that do not materially affect its performance, or that the
applications and functionality contained in the Licensed Software
are designed to meet all of Client’s business requirements.
Client’s exclusive remedy and Clevest’s exclusive liability for any
breach of the warranty made in this Section 4.1 will be that
Clevest will use commercially reasonable efforts to repair or
replace the affected portion of the Licensed Software and/or the
Documentation, at Clevest’s sole cost and expense.
4.2 Restrictions. The warranty set forth at Section 4.1 of this
Software License Agreement shall not apply if: (i) the Licensed
Software is not used in accordance with the Documentation, (ii)
the performance failure of the Licensed Software is attributable
in substantial part to Client materially deviating from the
operating instructions specified by Clevest for Client’s use of the
Licensed Software; (iii) Client (other than Clevest or an
authorized agent of Clevest) has modified the Licensed
Software, (iv) the performance failure of the Licensed Software
is attributable in any way to the combination of the Licensed
Software with another product or products provided by Client
that have not been approved by Clevest or in hardware or an
operating environment that is not controlled by Clevest, or (v)
Client does not provide notice in writing to Clevest within the
Warranty Period specifying the breach of warranty in reasonable
detail.
4.3 Other warranties excluded. THE FOREGOING WARRANTIES
IN SECTIONS 4.1 AND 4.2 ARE IN LIEU OF ALL OTHER
REPRESENTATIONS, WARRANTIES OR CONDITIONS.
EXCEPT AS PROVIDED IN SECTIONS 4.1 AND 4.2, CLEVEST
MAKES NO OTHER REPRESENTATION, WARRANTY OR
CONDITION, EXPRESS OR IMPLIED, AND EXPRESSLY
EXCLUDES ALL IMPLIED OR STATUTORY WARRANTIES OR
CONDITIONS OF MERCHANTABILITY, MERCHANTABLE
QUALITY, DURABILITY OR FITNESS FOR A PARTICULAR
PURPOSE, AND THOSE ARISING BY STATUTE OR
OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR
USAGE OF TRADE WITH RESPECT TO THE LICENSED
SOFTWARE. CLEVEST DOES NOT MAKE ANY
REPRESENTATIONS OR WARRANTIES OF ANY KIND TO
CLIENT WITH RESPECT TO ANY HARDWARE OR THIRD
PARTY SOFTWARE.
5. PAYMENT
5.1 License Fees. Client will pay to Clevest the License Fees
specified in Exhibit “A” of this Agreement, as modified from time
to time in accordance with the terms of this Agreement. Client
shall pay to Clevest the License Fee, without set-off or deduction
whatsoever, within thirty (30) days of the later of the contract
date or receipt of invoice. Client’s obligation to pay the License
Fee is unconditional and absolute.
6. INTELLECTUAL PROPERTY INFRINGEMENT
6.1 Intellectual property indemnity. Notwithstanding Section 4.3
of this Software License Agreement, Clevest will defend,
indemnify and hold harmless Client and its employees,
officers and directors against all actions, proceedings,
demands, claims, liabilities, losses, damages, judgments,
costs and expenses (including, but without limitation,
reasonable legal fees), but excluding incidental or
consequential damages suffered or incurred by Client
directly (as opposed to incidental or consequential
damages suffered or incurred by third parties who are, in
turn, seeking the same from Client, which will be covered by
the indemnity set forth in this Section), arising from any
claim asserted against Client that the Licensed Software, or
any portion thereof, infringes any United States or Canadian
copyrights, patents, trade secrets, or trade marks of any
third party, except to the extent the claim is based on:
(a) the use of a prior or modified Licensed Software
release if the infringement claim could have been
avoided by the use of a current, unmodified Licensed
Software release;
(b) a use of the Licensed Software in a manner not
contemplated by the Documentation;
(c) Client’s negligence;
(d) or
(e) the use of the Licensed Software, or any component
thereof, in combination with another product or
products provided by Client that have not been
approved by Clevest;
and provided Client gives Clevest timely notice in writing of the
institution of such claim, suit or proceeding and permits Clevest
to defend, compromise or settle the claim and provides, at
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Clevest’s request and expense, all available information,
assistance and authority to so defend, compromise or settle the
claim. Clevest will have sole control of the defense of any such
claim, suit or proceeding including, but not limited to, appeals
and of all negotiations for settlement, including, but not limited
to, the right to effect the settlement or compromise thereof.
6.2 Remedies for infringement. Clevest further agrees that if Client
is prevented from using the Licensed Software due to an actual
or claimed infringement under Section 6.1 of this Software
License Agreement, or if Clevest believes the Licensed Software
so infringes, Clevest may:
(a) procure for Client, at Clevest’s expense, the right to
continue to use the Licensed Software;
(b) replace or modify the Licensed Software, at Clevest’s
expense, so as to become non-infringing, provided
that such replaced or modified version of the Licensed
Software will operate in a substantially similar manner
as the version licensed to Client immediately prior to
such replacement or modification; or
(c) terminate this License Agreement as it relates to the
infringing Licensed Software and return the portion of
the License Fees for the infringing Licensed Software
representing the remaining useful life of the Licensed
Software, calculated on a pro rata basis based on a
useful life for the Licensed Software of five years.
6.3 THIS SECTION 6 WILL CONSTITUTE CLEVEST’S ENTIRE
OBLIGATION TO CLIENT AND CLIENT’S SOLE REMEDY
WITH RESPECT TO ANY CLAIM OF INFRINGEMENT OF THE
PROPRIETARY OR INTELLECTUAL PROPERTY RIGHTS OF
THIRD PARTIES RESPECTING THE LICENSED SOFTWARE.
7. TERMINATION
7.1 Termination by Clevest. Notwithstanding anything to the
contrary in this Agreement, Clevest, by written notice to Client,
may terminate this License or suspend Clevest’s further
performance without terminating this Agreement upon the
occurrence of any of the following: (i) Client terminates or
suspends doing business; (ii) Client becomes subject to any
bankruptcy or insolvency proceeding under federal or provincial
law (unless removed or dismissed within sixty (60) days from the
filing thereof), or becomes insolvent, becomes subject to direct
control of a trustee, receiver or similar authority, or makes an
assignment for the benefit of creditors; (iii) Client fails to pay to
Clevest any amount when due hereunder and fails to remedy
such failure within fifteen (15) days after receiving written notice
thereof from Clevest, or (iv) Client commits a material breach or
failure of any of its other obligations under this Agreement and,
except for any breach of Client’s confidentiality obligations or a
breach of Clevest’s Intellectual Property Rights, has not cured
such breach (or, if the breach or failure is such that its cure would
take a longer period, has not commenced and diligently
proceeded to cure such breach or failure) within fifteen (15) days
after receiving written notice from Clevest specifying such
breach or failure.
7.2 Termination by Client. Notwithstanding anything to the contrary
in this Agreement, Client, by written notice to Clevest, may
terminate this License or suspend Client’s further performance
without terminating this Agreement upon the occurrence of any
of the following: (i) Clevest terminates or suspends doing
business; (ii) Clevest becomes subject to any bankruptcy or
insolvency proceeding under federal or provincial law (unless
removed or dismissed within sixty (60) days from the filing
thereof), or becomes insolvent, becomes subject to direct control
of a trustee, receiver or similar authority, or makes an
assignment for the benefit of creditors; or (iii) Clevest commits a
material breach or failure of any of its obligations under this
Agreement and, except for any breach of Clevest’s
confidentiality obligations, has not cured such breach (or, if the
breach or failure is such that its cure would take a longer period,
has not commenced and diligently proceeded to cure such
breach or failure) within fifteen (15) days after receiving written
notice from Client specifying such breach or failure.
7.3 Survival. Sections 5.1, 6.1, 7.4, 8.1 and 9.1 and such other
provisions as may reasonably be expected to remain in force will
survive the expiry or termination of this License or the Agreement
and will remain in full force and effect following such expiry or
termination. The expiry or termination of this License or the
Agreement will not affect the rights of any party to make a claim
for damages arising from a breach of any provision of this
Agreement which occurred prior to such expiry or termination.
7.4 Obligations on termination. Upon any expiration or termination
of this License or the Agreement, (i) Client will immediately
cease any and all use of the Licensed Software and
Documentation; (ii) Client will immediately return to Clevest or
destroy all copies of the Licensed Software and Documentation
in Client’s possession and delete any copies of the Licensed
Software stored on any of Client’s computers; and (iii) each party
will return to the other party any and all Confidential Information
of the other party provided in connection with this Agreement in
its possession or control and, upon request from the other party,
each will deliver a certificate of an officer of the party certifying
the completeness of same.
8. AUDIT
8.1 Audit. For on premise deployments, during the term of this
License and for twelve months after termination or expiry, Client
will permit Clevest and its representatives and agents to conduct
periodic audits of Client’s relevant books, records and computer
systems in order to verify Client’s compliance with the terms and
conditions of this Agreement. Such audits will be conducted at
Client’s place of business and/or where the Licensed Software
is or was located during Client’s normal business hours with
reasonable advance notice. Clevest will pay for the cost of the
audit unless Clevest reasonably determines from the audit that
Client has materially breached this Agreement, in which case
Client will reimburse Clevest for the cost of the audit. Client will
immediately pay to Clevest all additional amounts owed to
Clevest as determined by the audit, together with interest
thereon as provided for in this License Agreement. The
remedies provided to the Clevest under this Section 8 are not
exclusive and any such remedy will be in addition to and not limit
any other remedy which Clevest is entitled to seek at law, in
equity, by statute or under this Agreement.
9. GENERAL
9.1 Clevest’s General Terms and Conditions Schedule attached
hereto are part of this Software License Agreement and are
incorporated by this reference. Such General Terms and
Conditions shall survive any termination or expiry of this
Agreement.
End of Software License Agreement
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SUPPORT AND MAINTENANCE AGREEMENT
1. DEFINITIONS
“Agreement” means the terms and conditions contained in this
Support and Maintenance Agreement, together with the terms
and conditions in the Software License Agreement,
Professional Services Agreement the General Terms and
Conditions and the cover page to which this Support and
Maintenance Agreement is attached or incorporated by
reference.
“Customizations” means any customizations to the “Clevest”
software developed by Clevest on behalf of Client pursuant to
the Professional Services Agreement forming part of this
Agreement or otherwise and shall include, without limitation,
custom reports, integrations and custom functionality or
features.
“Defect” shall mean a reproducible instance of an adverse and
incorrect functioning of the Licensed Software that impacts
Client’s ability to use a functionality described in the
Documentation, assuming proper usage of the system and
system environment.
“Documentation” means those technical publications relating
to the use of the Licensed Software including on-line help,
references, user manuals, installation guides, systems
administrator guides and technical guides, provided or to be
provided by Clevest to Client in connection with the Licensed
Software.
“Intellectual Property Rights” means inventions, patents,
copyrights, trade-marks, service marks, industrial designs,
integrated circuit topography rights, applications for
registration of any of the foregoing, and know-how, trade
secrets, confidential information, trade or business names and
any other intellectual property rights.
“Licensed Software” means the software described on the
cover page of this Agreement and any Customizations and
Upgrades, as well as the associated Documentation.
“Support and Maintenance Fees” means the support and
maintenance fees to be paid by Client to Clevest as specified
on Exhibit “A” of this Agreement and subject to modification
in accordance with the terms of this Agreement.
“Object Code” means computer code that is readable and
usable by machines but not generally readable by humans
without reverse assembly, reverse compiling or reverse
engineering.
“Sandbox” shall mean the testing environment that is used to
stage an Upgrade deployment, to be accessed by appropriate
Client users for the purpose of verifying Upgrade readiness
prior to their activation on the Production environment.
“Production” shall mean the production environment that
hosts the Licensed Software, accessed by the Client’s
operational users.
“Source Code” means computer code and related system
documentation that is in human-readable form, including all
comments and any procedural code such as job control
language.
“Upgrade” means a new release of, or update or
enhancement to the Licensed Software, which the Client is
entitled to receive pursuant to the terms and conditions of the
Support and Maintenance Agreement or for which the Client
has paid for outside of the terms and conditions of the Support
and Maintenance Agreement.
“Version” shall mean the Licensed Software product release
identification scheme generally in the form of X.Y.Z, where
X.Y represents a major release or base level version, Z
represents a minor release level.
2. INTRODUCTION
2.1 This Support and Maintenance Agreement sets forth the
terms and conditions under which Clevest will provide
maintenance and support (collectively, “Maintenance”) to
Client for the Licensed Software. All terms not otherwise
defined herein have the meanings given to them elsewhere in
this Agreement.
3. TERM AND RENEWALS
3.1 Subject to the termination provisions in Section 9 of this
Support and Maintenance Agreement, this Support and
Maintenance Agreement shall take effect as of the Effective
Date and shall continue for the initial term specified on Exhibit
“A” of this Agreement. Maintenance shall automatically renew
for successive terms of one year, unless a party gives written
notice to the other party at least thirty (30) days before the
expiration of the then-current term advising that it wishes to
terminate Maintenance at the end of the then-current term. In
addition to any other terms of this Agreement which may
modify the Support and Maintenance Fees payable
hereunder, Clevest may modify the Support and Maintenance
Fees for renewal terms by providing Client with notice of any
fee modifications at least sixty (60) days before the expiration
of the then-current term.
4. CHANGES TO SUPPORT AND MAINTENANCE TERMS
4.1 Clevest reserves the right, from time to time, to change its
standard Maintenance terms and conditions, provided that
any change to such terms and conditions will not materially
reduce the level of support set forth in this Support and
Maintenance Agreement.
5. SUPPORT AND MAINTENANCE FEES
5.1 The annual Support and Maintenance Fees are set forth on
the cover page of this Agreement, and may be modified from
time to time in accordance with the terms of this Agreement
5.2 Support and Maintenance services for the initial year of
Maintenance begin at the earlier of the start of ”User
Acceptance Testing” (UAT) as stated in the Statement of
Work, operational use of the software, or software installation
into test or production environment; and will be invoiced
concurrent with the Licensed Software. Support and
Maintenance Fees for each subsequent year of Maintenance
are due and payable when the previous year’s coverage has
ended and within thirty (30) days from Client’s receipt of a
Clevest invoice. If payment is not received in accordance with
the payment terms of this Agreement, Clevest shall have the
right to discontinue Maintenance without any liability to Client,
until such time as Client pays the applicable Maintenance fees
in full. Clevest shall have no obligation to provide Client with
Maintenance if Client has not renewed Maintenance or paid
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the applicable Support and Maintenance Fees pursuant to the
agreed payment terms.
5.3. Any Customizations requested by Client may be performed at
extra cost to the Client, as described in a Statement of Work
to be mutually agreed between the parties pursuant to the
Professional Services Agreement forming part of this
Agreement. If indicated in the Statement of Work, the Support
and Maintenance Fees payable hereunder may be increased
by Clevest upon shipment of the Customization to account for
any increased Maintenance obligations of Clevest for the
Licensed Software after the deployment of any Customization.
6. DESCRIPTION OF SUPPORT AND MAINTENANCE
The following describes Clevest’s responsibilities during the term of this
Support and Maintenance Agreement. Throughout, “hours” and “days”
are counted within regular operating hours for the Clevest support
centre, excluding local holidays.
6.1 Support
(a) Clevest will provide email and telephone technical
support in response to requests from the Client’s
designated support contacts. Client may designate
up to three (3) representatives as such designated
support contacts by providing written notice to
Clevest.
(b) Telephone support hours will be during business
working days from Monday- Friday, 9:00 am – 5:00
pm Pacific Standard Time (PST) or Pacific Daylight
Time (PDT) if in effect. Email support requests will
be received anytime with responses provided
during regular support hours.
(c) Clevest technical support staff will only address
issues logged in Clevest’s support system of
record. Client will receive a unique issue number.
Issues can be reported to Clevest via telephone 1-
888-683-2942 or by email to
helpdesk@clevest.com.
(d) For Severity Level 1 issues, Clevest will respond
within one hour, on a 7/24 basis; involve other
Clevest personnel as necessary to resolve; and
escalate issues from Tier 1 to Tier 2, Customer
Care Manager, VP Client Services, COO, and CEO,
if and as required.
6.2 Support may include:
(a) Application related questions from designated
support contact points.
(b) Outage notification for application-driven outages.
(c) Maintenance of a list of System Improvement
Requests (SIRS) and Defects. SIRS are customer
suggested enhancements but do not constitute a
specific request for additional services.
(d) Target response time for acknowledgement of
receipt of support request is within 1 hour during
support hours. Target maximum response time is
next business day.
6.3 Defect Resolutions
Clevest will use commercially reasonable efforts to provide
resolution to Defects submitted by Client, pursuant to the
target resolution times detailed below.
In all cases, target resolution times are predicated on the
assumption that the reported Defects are reproducible within
Clevest’s systems environment, and that they do not involve
Defects due to third-party software and/or hardware. Defects
that are not reproducible either in Client’s or Clevest’s
environment will be monitored for further information, but it is
understood that target resolution times do not apply. Target
resolution times also do not apply for Defects that are
reproducible only in Client’s environment, but not in Clevest’s.
Depending upon the Defect, Clevest may propose to add
instrumentation to the Licensed Software to assist in
determining the nature of the Defect’s root cause to facilitate
Defect resolution. Client agrees that such instrumentation is
required as part of the problem analysis, and any delays in
approving their deployment will delay the resolution of those
Defects.
Defect resolutions that require software and/or database
changes will be provided in the form of an Upgrade, to be
delivered to the Client. Target resolution times begin when
Clevest has clarified and confirmed the Defect with Client, and
end upon the delivery of the Upgrade to the Client. Installation
of the Upgrade into the Client’s Sandbox and Production
systems is not within the scope of target resolution times and
the scope of this Support and Maintenance Agreement. The
Client shall be responsible for installation of the Upgrade into
their environments unless such work is covered under a
separate Statement of Work pursuant to the Professional
Services Agreement forming part of this Agreement.
Severity Level Clevest Target Response and Resolution
Times
Status Updates
Severity Level 1. The Defect is having a critical impact on
Client’s ability to conduct business in that the Licensed
Software is entirely inoperable, or database corruption has
occurred, and no procedural workaround exists.
Response time – 1 hour 24x7
Resolution plan– 1 day
Target resolution – 3 days
Status updates will be provided on
an ongoing basis, as required.
Severity Level 2. The Defect is having a severe impact on
Client’s ability to conduct business, however, major
business operations can continue. Procedural work-
arounds do not exist.
Response time – 1 hour during business hours
Resolution plan – 2 days
Target resolution – 10 days
Status updates will be provided
daily.
Severity Level 3. The Defect is having a moderate impact
on Client’s business that involves partial, non-critical
functionality loss. Procedural work-arounds exist.
Target resolution - future maintenance
release
None.
6.4 Version Life
All Versions of the Licensed Software that are deployed either
at the Sandbox or in Production are supported for the duration
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of the Support and Maintenance Agreement, however Defect
resolution may require Client to deploy an Upgrade to a new
version of the Licensed Software.
6.5 Upgrades
Client shall be entitled to receive all Upgrades to the Licensed
Software that are released by Clevest while the Client is
paying for Maintenance.
Clevest will schedule a semi-annual software Upgrade,
incorporating resolutions to Defects and functional
enhancements. At Clevest’s sole discretion, the software
Upgrades may be skipped or deferred to allow sufficient time
to incorporate desired Defect resolutions and functionality.
If an Upgrade contains functional enhancements to modules
for which Client has not purchased a valid License or contains
new modules which Client has not purchased, Client shall not
have access to such functionality unless such modules are
purchased by Client at Clevest’s then-current prices.
Unless otherwise agreed between the parties pursuant to an
order for professional services pursuant to the Professional
Services Agreement forming part of this Agreement, Client
shall be responsible for deploying any such upgrades to the
Client’s Sandbox and Production environments, including
product and database migration. Client acknowledges and
agrees that, in the event that the Licensed Software includes
Customizations, additional professional services may be
required to test the new version of the Licensed Software so
that it functions with such Customizations, and that such
professional services are not included as part of the
Maintenance to be provided by Clevest under this Support
and Maintenance Agreement, unless this Agreement has
been specifically extended to include such Customizations.
6.6 Hosting
Clevest shall maintain a hosted environment with necessary
criteria as outlined below:
(a) Maintenance Schedule
Scheduled maintenance tasks are coordinated with
the Client to minimize disruption of major business
operations. Any planned upgrade or other service
patching process to a production environment
requires Client review and signoff as part of a policy
driven change control process. Clevest reserves
the right to perform emergency patching processes,
with Client notification as necessary, to ensure the
integrity and security of an operational
environment.
(b) Power and HVAC Service
Clevest partners with SOCII Type II certified
datacenters to meet a redundant level of both
power availability and HVAC N+1 redundancy
requirements. Onsite 24x7x365 staff along with
onsite power generators, with at least 72 hours’ fuel
supply onsite, are paired with N+1 redundant UPS
services.
(c) Network Services
Clevest partners with SOC-II Type II certified
datacenters that maintain redundant internet links
and 24x7x365 onsite
security and networking staff to monitor and
mitigate any Internet connectivity issues timely.
Internet connectivity as a result of mid-Internet
sources of faults, or Client side faults, are outside
the scope of this service commitment.
6.7 Deployment of Upgrades
For on-premise deployments, Clevest will provide Upgrades
in a format or package with sufficient instructions such that
suitably qualified Client or third party personnel can execute
and deploy the Upgrade without the direct involvement of
Clevest.
After-business hours and weekend support for deployment
either to the Sandbox or Production environments are not
included as part of the scope of this Agreement. The Client
can submit a request for additional services to Clevest which
may be negotiated as part of a Statement of Work under the
Professional Services Agreement.
6.8 Third-Party Dependencies
(a) Maintenance does not cover resolution of Defects
which result from:
Third party software or hardware
Any unauthorized modification to the
Licensed Software database schema
The combination of the Licensed Software
with another product or products provided by
Client that have not been approved by
Clevest or in hardware or an operating
environment that is not controlled by Clevest
Any non-Clevest direct modification of the
data in the database by means outside of the
Licensed Software, or
Use of the Licensed Software by Client which
is not in accordance with the Documentation.
(b) Third-party software includes (but is not limited to):
Oracle database
Microsoft Internet Explorer
Microsoft IIS,
Microsoft Office
Microsoft Windows Operating Systems
Microsoft SilverLight
Microsoft .NET Framework
(c) Clevest will only support the Licensed Software on
platforms for which all components are supported
by their respective vendors, under standard
conditions, as of the date the support request is
made by Client to Clevest.
(d) The list of platforms on which each version of the
Licensed Software is qualified is decided solely by
Clevest.
(e) Clevest will only provide support on platforms
designated in the Documentation.
While it is understood that Clevest does not have
responsibility for the set-up and maintenance of third-party
software and hardware, Clevest can make recommendations
on their parameter settings and configurations, which the
Client may review and adopt. Should any recommendation
conflict with the Client’s adopted settings/configurations, and
such situations result in a detrimental product impact to either
functionality, performance, or usability, Clevest shall bear no
responsibility to support reported Defects that arise from such
settings/configurations.
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9
The Client will advise Clevest of any proposed changes to
settings and configurations for third-party software and
hardware in advance.
While Clevest will make reasonable commercial efforts to
provide resolutions to Defects with the same third-party
software versions as the production system, it is understood
that some resolutions may require upgrades to third-party
software. In these cases, Clevest will notify the Client of this
requirement, and the Client will make arrangements for such
upgrades at its own cost.
New versions of the Licensed Software may require upgrades
to third-party software and hardware. Clevest will advise the
Client of these requirements. Should the Client choose to
deploy the new versions, the Client will make arrangements
for such third-party upgrades at its own cost.
6.9 External Support Dependencies
The Client will provide Clevest with VPN accounts and
SecureIDs (or other mutually negotiated security and remote
access tools) to enable two concurrent users to remotely
access both the Sandbox and Production environments. It is
understood that unavailability of remote access will result in
degraded support levels from Clevest. Should problems arise
with accessing the systems remotely during business hours,
the Client will provide access to support personnel to resolve
them. After-business hours support arrangements will be
provided by the Client only when agreed to with Clevest on a
case-by-case basis.
Clevest will have contacts and access to third-party support,
as arranged by the Client, for support. The Client will bear the
cost of any contact by Clevest with such personnel, including
help desk and after-business hours support as required.
6.10 Client Responsibilities
The Client shall provide on Clevest’s request periodic
database export files from Production and Sandbox for
Clevest’s use within two (2) business days of a request from
Clevest.
The Client shall designate at least one, but not more than
three, support contacts for the purposes of communicating
support issues with Clevest.
The Client shall endeavor to ensure that the issues escalated
to Clevest are issues primarily attributed to the operation of
the Licensed Software. Clevest reserves the right to decline
to continue to provide support for any issue that it deems to
not be primarily derived from the operation of the Licensed
Software.
7. ADDITIONAL SERVICES
Additional services may be requested by the Client from time
to time. The Client must provide prior written request for
additional services and such services shall be provided
pursuant to the Professional Services Agreement forming part
of this Agreement.
Additional Services include but are not limited to:
After-hours support Clevest may provide after-hours support for the Licensed Software via
telephone, email, or on-site personnel. After-hours support for Severity 1 issues
is provided as part of basic maintenance.
Software Enhancements The parties may agree to enhancements to the software that will be developed by
Clevest on a time and materials basis.
Software Installations and
Database Migrations on
Production environment
Clevest may provide the work to install software upgrades including Defect
fixes, and perform database migrations, directly on the target environments.
Application Monitoring General application health monitoring includes checking presence and
application response times are within acceptable limits.
Infrastructure Monitoring Infrastructure monitoring includes checking the status, performance, CPU
utilization, disk and memory capacity, and availability of the Licensed Software
application infrastructure. In particular, infrastructure components include
database server(s), web/application server(s), server hardware, system software,
application software, and network infrastructure.
Infrastructure
Maintenance
Infrastructure maintenance includes building, setup, installing, testing,
supporting, repairing, upgrading, patching, tuning, backup and recovery, or
replacing the Licensed Software application infrastructure servers and associated
hardware, application software, and system software.
Outage Management In the case of planned or unplanned outages of the Licensed Software system,
Clevest may be requested to manage certain aspects of the outage including user
notification, infrastructure and application restart, and infrastructure and
application monitoring.
Training Clevest may be requested to provide end user, administrator, or other training.
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10
Consulting Clevest may be requested to consult or advise on the Licensed Software,
application enhancements, the Licensed Software infrastructure, additional
modules, related business processes, or other topics.
Data Entry Clevest may be requested to provide data entry services.
8. OTHER TERMS
8.1 Order of Precedence. In the event of any inconsistency
between the terms of the Software License Agreement
forming part of this Agreement and the terms of this Support and Maintenance Agreement, the terms of this Support and
Maintenance Agreement shall control only with respect to
determining Clevest’s obligations with respect to providing
Maintenance. In all other cases, such Software License
Agreement will prevail.
9. TERMINATION
9.1 Termination by Clevest. Notwithstanding anything to the
contrary in this Support and Maintenance Agreement,
Clevest, by written notice to Client, may terminate this
Support and Maintenance Agreement or suspend Clevest’s
further performance of Maintenance without terminating this
Support and Maintenance Agreement upon the occurrence of
any of the following: (i) Client terminates or suspends doing
business; (ii) Client becomes subject to any bankruptcy or
insolvency proceeding under federal or provincial law (unless removed or dismissed within sixty (60) days from the filing
thereof), or becomes insolvent, becomes subject to direct
control of a trustee, receiver or similar authority, or makes an
assignment for the benefit of creditors; (iii) Client fails to pay
to Clevest any amount when due hereunder and fails to
remedy such failure within fifteen (15) days after receiving
written notice thereof from Clevest, or (iv) Client commits a
material breach or failure of any of its other obligations under
this Support and Maintenance Agreement and, except for any
breach of Client’s confidentiality obligations or a breach of
Clevest’s Intellectual Property Rights, has not cured such
breach (or, if the breach or failure is such that its cure would
take a longer period, has not commenced and diligently
proceeded to cure such breach or failure) within fifteen (15)
days after receiving written notice from Clevest specifying
such breach or failure.
9.2 Termination by Client. Notwithstanding anything to the
contrary in this Support and Maintenance Agreement, Client,
by written notice to Clevest, may terminate this Support and
Maintenance Agreement or suspend Client’s further
performance of Maintenance without terminating this Support
and Maintenance Agreement upon the occurrence of any of
the following: (i) Clevest terminates or suspends doing
business; (ii) Clevest becomes subject to any bankruptcy or
insolvency proceeding under federal or provincial law (unless
removed or dismissed within sixty (60) days from the filing
thereof), or becomes insolvent, becomes subject to direct
control of a trustee, receiver or similar authority, or makes an
assignment for the benefit of creditors; or (iii) Clevest commits
a material breach or failure of any of its obligations under this
Support and Maintenance Agreement and, except for any
breach of Clevest’s confidentiality obligations, has not cured
such breach (or, if the breach or failure is such that its cure
would take a longer period, has not commenced and diligently
proceeded to cure such breach or failure) within fifteen (15)
days after receiving written notice from Client specifying such
breach or failure.
9.3 Survival. Sections 9.4, 10.1 and 11.1 and such other
provisions as may reasonably be expected to remain in force
will survive the expiry or termination of this Support and
Maintenance Agreement and will remain in full force and effect following such expiry or termination. The expiry or termination
of this Support and Maintenance Agreement will not affect the
rights of any party to make a claim for damages arising from
a breach of any provision of this Support and Maintenance
Agreement which occurred prior to such expiry or termination.
9.4 Obligations on termination. Upon any expiration or termination
of this Support and Maintenance Agreement, (i) Client will
immediately pay to Clevest any amounts then due to Clevest
pursuant to the terms of this Support and Maintenance
Agreement, which includes any hosting fees due to the
completion of the hosting term, and (ii) each party will return
to the other party any and all Confidential Information of the
other party provided in connection with this Support and
Maintenance Agreement in its possession or control and,
upon request from the other party, each will deliver a certificate of an officer of the party certifying the completeness
of same.
10. AUDIT
10.1 Audit. For on premise deployments, during the term of this
Support and Maintenance Agreement and for twelve months
after termination or expiry, Client will permit Clevest and its
representatives and agents to conduct periodic audits of
Client’s relevant books, records and computer systems in
order to verify Client’s compliance with the terms and
conditions of this Support and Maintenance Agreement. Such
audits will be conducted at Client’s place of business and/or
where the Licensed Software is or was located during Client’s
normal business hours with reasonable advance notice.
Clevest will pay for the cost of the audit unless Clevest
reasonably determines from the audit that Client has
materially breached this Support and Maintenance
Agreement, in which case Client will pay the cost of the audit.
Client will immediately reimburse Clevest for all additional
amounts owed to Clevest as determined by the audit, together
with interest thereon as provided for in this Support and
Maintenance Agreement. The remedies provided to the
Clevest under this Section are not exclusive and any such
remedy will be in addition to and not limit any other remedy
which Clevest is entitled to seek at law, in equity, by statute or
under this Support and Maintenance Agreement.
11. GENERAL
11.1 Clevest’s General Terms and Conditions attached hereto are
part of this Support and Maintenance Agreement and are
incorporated by this reference. Such General Terms and
Conditions shall survive any termination or expiry of this
Support and Maintenance Agreement.
End of Support and Maintenance Agreement
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GENERAL TERMS AND CONDITIONS
1. DEFINITIONS
“Agreement” means the terms and conditions contained in these General Terms and Conditions, together with
the terms and conditions in the Software License Agreement, Support and Maintenance Agreement and the
Professional Services Agreement and the cover page to which these General Terms and Conditions are attached
or incorporated by reference.
2. CONFIDENTIAL INFORMATION
2.1 Confidentiality. To the extent authorized by the laws of the State of Texas, each party will keep strictly confidential
and will not disclose or use for any purpose other than for performing its obligations under this Agreement any
Confidential Information (as hereafter defined) of the other party. Except as expressly provided in this Agreement,
neither party will obtain any interest in the other party’s Confidential Information by reason of this Agreement or
by reason of the disclosure of such Confidential Information pursuant to this Agreement. Each party will take the
steps reasonably necessary to protect the confidentiality of the other party’s Confidential Information. Each party
will provide the other party’s Confidential Information at least the same level of protection that it provides for its
own Confidential Information (except that such level of protection will not be less than a reasonable level). Each
party may disclose the other party’s Confidential Information only to its directors, officers, agents, employees and
professional advisors who have a need to know such Confidential Information for the performance of this
Agreement, provided that such directors, officers, agents, employees and professional advisors are bound by
obligations of nondisclosure and non-use substantially the same in scope as those contained in this Section 2.
In the event an agent or professional advisor is a competitor of the party disclosing its Confidential Information,
the party receiving the Confidential Information shall not disclose such information to the competitor without
obtaining the disclosing party’s prior written consent to do so. Nothing in this Section 2 will restrict a party’s use
or disclosure of its own Confidential Information.
2.2 Definition of “Confidential Information”. “Confidential Information” will mean any information, technical data or
know-how including, but not limited to, that which comprises or relates to the other party’s confidential and
proprietary trade secrets, hardware, software (source code and object code), screens, specifications, designs,
plans, drawings, data, prototypes, discoveries, research, developments, processes, procedures, intellectual
property, market research, marketing techniques and plans, business plans and strategies, customer names and
other information related to customers, price lists, pricing policies and financial information or other business
and/or technical information and materials, in oral, demonstrative, written, electronic, graphic or machine-readable
form and any analyses, compilations, studies or documents. Confidential Information also includes the terms of
this Agreement.
2.3 Exceptions. The foregoing restrictions of confidentiality and non-use will not apply to information that:
(a) is or becomes publicly available without breach of this Agreement;
(b) is disclosed to a party by a third party, provided such information was not obtained by said third party,
directly or indirectly, from the other party on a confidential basis;
(c) is already known to a party; or
(d) is independently developed or discovered by a party without access to Confidential Information of the
other party.
2.4 Permitted Disclosures. Notwithstanding any provisions of this Article, either party may disclose the Confidential
Information of the other party to applicable regulatory authorities or if required by judicial or administrative process
or timely disclosure requirements imposed by law or by stock exchange policies, provided that such party first
provides to the other party prompt notice of such required disclosure, maintains confidentiality to the greatest
extent permissible and takes such steps as may be reasonable in the circumstances to allow the other party to
seek a protective order with respect to the confidentiality of the information required to be disclosed.
2.5 Injunction. The parties acknowledge and agree that the breach by either party of any of the provisions of this
Section 2 would cause serious and irreparable harm to the other party that could not adequately be compensated
for in damages and, in the event of a breach by either party of any of such provisions, the breaching party hereby
consents to an injunction being issued against it restraining it from any further breach of such provision, but such
action will not be construed so as to be in derogation of any other remedy that the other party may have in the
event of such a breach. The Parties expressly agree that no provision of the Agreement is in any way intended
to constitute a waiver by Client of any immunities from suit or from liability that the Client may have by operation
of law.
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2.6 Survival of Confidentiality Obligations. The obligations of confidentiality provided for in this Section 2 will extend
for five years after the date of termination or expiry of this Agreement, except with respect to trade secrets, for
which such obligations will continue in perpetuity.
3. PAYMENT AND TAXES
3.1 Invoicing and Payment. All invoices by Clevest to Client will be payable by Client to Clevest within thirty (30) days
after receipt. If any amount payable hereunder is not paid when due, Client will pay to Clevest interest on such
amount from the date payment was due until the date that payment is received in full at the rate 2% per month
(24% per annum), which interest shall be paid monthly.
3.2 Intentionally Omitted.
3.3 Currency. In this Agreement, all references to money or payments will mean the lawful currency set forth on the
cover page of this Agreement and, unless otherwise expressly agreed to in writing, all payments made under this
Agreement will be made in that currency.
4. LIMITATION OF LIABILITY AND INSURANCE
4.1 Limitation of Liability. EXCEPT FOR THE INDEMNITY UNDER SECTION 6.1 OF THE LICENSE AGREEMENT
FORMING PART OF THIS AGREEMENT OR ANY BREACH OF EITHER PARTY’S CONFIDENTIALITY
OBLIGATIONS OR A BREACH OF A PARTY’S INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS
UNDER THIS AGREEMENT, THE AGGREGATE LIABILITY OF EITHER PARTY TO THE OTHER PARTY
ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL BE LIMITED TO DIRECT DAMAGES NOT TO
EXCEED AN AMOUNT EQUAL TO THE TOTAL FEES AND ANY OTHER AMOUNTS PAID BY CLIENT TO
CLEVEST UNDER THIS AGREEMENT FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE
CLAIM FOR DAMAGES IN THE TWELVE MONTHS IMMEDIATELY PRECEDING SUCH CLAIM.
4.2 Damages Exclusions. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR
INCIDENTAL, PUNITIVE, EXEMPLARY, AGGRAVATED, INDIRECT, SPECIAL OR CONSEQUENTIAL
DAMAGES (INCLUDING BUT NOT LIMITED TO LOST BUSINESS REVENUE, LOST PROFITS, ECONOMIC
LOSS, PECUNIARY LOSS, FAILURE TO REALIZE EXPECTED SAVINGS OR LOSS OF BUSINESS
OPPORTUNITY), LOSS OF DATA OR PROCUREMENT COSTS, EVEN IF THAT PARTY HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES.
4.3 Application of Limitations and Exclusions. Except as otherwise explicitly specified, the limitations in the foregoing
Sections 4.1 and 4.2 will apply to all causes of action and regardless of the form of action including, but not limited
to, breach of contract, strict liability, tort including, but not limited to, negligence and any other legal or equitable
theory.
4.4 Insurance. Clevest shall provide, maintain and pay for general liability insurance coverage as required in Exhibit
C of the Contract dated 6/11/19. Clevest shall supply Client with a certified copy of the policy of insurance or a
certificate of insurance in which reasonable detail of the required coverage are specified. Clevest shall be
responsible for any deductible amounts under the policy except where such amounts may be excluded from
Clevest’s responsibility.
5. MISCELLANEOUS
5.1 Authorization. Each party represents and warrants to the other that it has full authorization to enter into and fully
perform the terms of this Agreement, that the terms of this Agreement are valid and binding against it, and that
entering into and performing this Agreement will not constitute a violation of any law, regulation, contract, or
understanding applicable to such party.
5.2 Advertising. Neither party will use the other party's name or trademarks, refer to or identify the other party in any
advertising or publicity releases or promotional or marketing correspondence to others, without such other party's
written approval.
5.3 Non-Solicitation. During the term of this Agreement and for a period of six months after termination or expiry of
this Agreement, neither party will, without the prior written approval of the other party, directly or indirectly solicit
the employment, services or assistance of any person employed or engaged by the other party. For clarity, the
term of this Agreement shall expire and terminate when each and every one of the License Agreement, Support
and Maintenance Agreement and Professional Services Agreement attached hereto have each either expired or
terminated.
5.4 Compliance with Policies. Each party agrees to comply at all times with the other party’s reasonable rules and
regulations regarding safety, security and conduct, of which such party has received prior notice.
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5.5 Counterparts. This Agreement may be executed in one or more counterparts (including, but not limited to, by fax
or other means of electronic communication producing a printed copy), each of which will be deemed an original,
but all of which together will constitute the same instrument.
5.6 Further Assurances. Each of the parties will promptly execute and deliver to the other at the cost of the other such
further documents and assurances and take such further actions as the other may from time to time request in
order to more effectively carry out the intent and purpose of this Agreement and to establish and protect the rights,
interests and remedies intended to be created in favour of the other under this Agreement.
5.7 Remedies not Exclusive. Except for those remedies expressly described as sole, the remedies provided to the
parties under this Agreement are cumulative and not exclusive to each other, and any such remedy will not be
deemed or construed to affect any right which any of the parties is entitled to seek at law, in equity or by statute
5.8 Freedom of Action. This Agreement will not be construed in any way to limit Clevest’s right to grant any right or
license to use, distribute or sublicense any of Clevest’s products or related services and any associated
documentation. Except as expressly provided in this Agreement, this Agreement does not convey to Client any
rights or interests with respect to any current or future product or service.
5.9 Time. Time is of the essence in this Agreement.
5.10 Amendments. No change or modification of this Agreement will be valid unless it is in writing and signed by each
party to this Agreement.
5.11 Relationship. The parties to this Agreement are acting as independent contractors to each other, and nothing in
this Agreement will accord any status to a party of being the employee, partner, joint venturer, franchisee or agent
of the other, with respect to this Agreement. Nothing in this Agreement will make or be construed to make Clevest
and Client partners or agents of each other or to create any other relationship by which the acts of any party may
bind the others or result in any liability to the other.
5.12 Assignment. Neither this Agreement nor any of the rights or obligations under this Agreement may be assigned
by either party without the prior written consent of the other party, except that a party may, without consent, but
upon notice to the other party, assign this Agreement (in its entirety) to a subsidiary or affiliate or to an entity
which acquires all or substantially all of the assets and business of the assigning party by merger, sale of assets
or otherwise and such assignee agrees in writing with the other party to be bound by the terms and conditions of
this Agreement. Any assignee of Client under this Agreement may assume this Agreement only in respect of the
specific business of Client for which Client held this Agreement immediately prior to the assignment, and any
additional or other use by such assignee will be subject to Clevest’s prior written consent and payment of
additional License Fees (as defined in the License Agreement forming part of this Agreement) and Support and
Maintenance Fees (as defined in the Support and Maintenance Agreement forming part of this Agreement). Any
assignment by Client occurring by operation of law such as on a bankruptcy or amalgamation will be deemed an
event of default under this Agreement, entitling Clevest to exercise all of the rights and remedies it would otherwise
be entitled to exercise for an assignment made without consent.
5.13 Export Controls. Client will comply with all export laws, restrictions and regulations having application to it, whether
of Canada, the United States or any foreign agency or authority, and has not and will not export, re-export or
otherwise transmit, download or use, directly or indirectly, any software, information, data, or other materials
received under this Agreement in violation of any such applicable restrictions, laws or regulations.
5.14 Force majeure. Neither party will be liable for any delay or failure to perform any provision of this Agreement if
such delay or failure to perform is caused by any factor beyond the reasonable control of the party, provided that
in no event shall lack of financing or credit be considered to be beyond the reasonable control of a party, or the
failure of the other party to comply with its obligations and responsibilities under this Agreement. This Section
will not apply to any failure to make any payment when due.
5.15 Wording. Wherever the singular or masculine form is used in this Agreement, it will be construed as the plural or
feminine or neuter form, as the case may be, and vice versa, as the context or the parties require.
5.16 Headings. The headings in this Agreement are solely for convenience of reference and will not be used for
purposes of interpreting or construing the provisions hereof.
5.17 Notices. All notices required or permitted under this Agreement will be given in writing and sent by facsimile
transmission, or sent by a commercial courier service, or hand-delivered to the address set forth for each party
on the cover page of this Agreement.
All notices will be deemed to have been received (i) when delivered, if sent by commercial courier service or
hand-delivered, and (ii) upon completion of successful transmission (as evidenced by the confirmation of
transmission), if sent by fax. Any party may change its address for notices from time to time by written notice in
accordance with this Section.
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5.18 Applicable Law. This Agreement 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 Agreement 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.
5.19 No Waiver. No failure to exercise and no delay in exercising, on the part of either party, any right, power or
privilege under this Agreement will operate as a waiver thereof, nor will any single or partial exercise of any right,
power or privilege under this Agreement preclude further exercise of the same right or the exercise of any other
right under this Agreement, by statute, at law or in equity.
5.20 Severability. If any provision of this Agreement is held invalid or otherwise unenforceable, the enforceability of
the remaining provisions will not be impaired thereby and, in such an event, such provisions will be interpreted
so as to best accomplish the intent of the parties within the limits of applicable law; provided, however, that in the
event such invalidity, illegality or unenforceability materially and adversely alters the rights of a party under this
Agreement, the parties will promptly negotiate in good faith an acceptable replacement provision.
5.21 Enurement. Subject to the restrictions on transfer contained in this Agreement, this Agreement will enure to the
benefit of and be binding on the parties and their respective heirs, executors, administrators, successors and
assigns.
5.22 Language of Agreement. At the request of the parties hereto, this Agreement has been drafted in the English
language only.
6. SURVIVAL
DocuSign Envelope ID: F17ED748-4013-4459-93FC-6BF904F695E7DocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
Certificate Of Completion
Envelope Id: F17ED7484013445993FC6BF904F695E7 Status: Completed
Subject: **Purchasing Approval - 2nd Amendment to 7056 - Clevest Mobile Workforce Management Software**
Source Envelope:
Document Pages: 15 Signatures: 4 Envelope Originator:
Certificate Pages: 6 Initials: 1 Cori Power
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
cori.power@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
12/23/2020 2:14:54 PM
Holder: Cori Power
cori.power@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Cori Power
cori.power@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 12/23/2020 3:51:58 PM
Viewed: 12/23/2020 3:52:06 PM
Signed: 12/23/2020 3:52:55 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: 12/23/2020 3:52:56 PM
Viewed: 12/28/2020 8:54:01 AM
Signed: 12/28/2020 8:54:13 AM
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: 107.77.199.127
Sent: 12/28/2020 8:54:14 AM
Viewed: 12/28/2020 9:19:50 AM
Signed: 12/28/2020 9:28:31 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Ryan Gatto
ryan.gatto@ifs.com
Corporate Secretary
Security Level: Email, Account Authentication
(None)Signature Adoption: Uploaded Signature Image
Using IP Address: 151.197.211.52
Sent: 12/28/2020 9:28:32 AM
Viewed: 12/28/2020 10:26:22 AM
Signed: 12/28/2020 10:26:41 AM
Electronic Record and Signature Disclosure:
Accepted: 12/28/2020 10:26:22 AM
ID: 862ba551-332f-42a4-a93f-0fb3018348a1
DocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
Signer Events Signature Timestamp
Drew Allen
drew.allen@cityofdenton.com
Interim Chief Technology Officer
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 47.185.67.62
Sent: 12/28/2020 10:26:42 AM
Viewed: 12/28/2020 10:34:35 AM
Signed: 12/28/2020 10:35:06 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Cori Power
cori.power@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 12/28/2020 10:35:09 AM
Viewed: 12/28/2020 10:38:25 AM
Signed: 12/28/2020 10:38:36 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
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 12/28/2020 10:38:37 AM
Viewed: 12/29/2020 8:17:05 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Robert Dreskai
Robert.Dreskai@clevest.com
Security Level: Email, Account Authentication
(None)
Sent: 12/28/2020 10:38:38 AM
Viewed: 12/28/2020 12:20:14 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Omar Rodriguez
Omar.Rodriguez@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 12/28/2020 10:38:38 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
DocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 12/23/2020 3:51:58 PM
Certified Delivered Security Checked 12/28/2020 10:38:25 AM
Signing Complete Security Checked 12/28/2020 10:38:36 AM
Completed Security Checked 12/28/2020 10:38:38 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
DocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
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: Ryan Gatto
DocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
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.
DocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
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.
DocuSign Envelope ID: 4460D864-6955-4D57-A9F2-FCD70903BE76
Certificate Of Completion
Envelope Id: 4460D86469554D57A9F2FCD70903BE76 Status: Completed
Subject: Please DocuSign: Assignment of Contract - 7056
Source Envelope:
Document Pages: 87 Signatures: 4 Envelope Originator:
Certificate Pages: 5 Initials: 0 Cheyenne Defee
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
cheyenne.defee@cityofdenton.com
IP Address: 198.49.140.10
Record Tracking
Status: Original
6/16/2021 10:32:03 AM
Holder: Cheyenne Defee
cheyenne.defee@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Ryan Gatto
ryan.gatto@ifs.com
Corporate Secretary
Security Level: Email, Account Authentication
(None)Signature Adoption: Uploaded Signature Image
Using IP Address: 76.98.174.236
Sent: 6/16/2021 10:48:29 AM
Viewed: 6/16/2021 11:10:06 AM
Signed: 6/16/2021 11:10:17 AM
Electronic Record and Signature Disclosure:
Accepted: 6/16/2021 11:10:06 AM
ID: 83ad44f4-c0dc-4571-8787-cc272f8269ab
Larry Vonckx
larry.vonckx@ifs.com
General Counsel
IFS Canada Inc.
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 24.1.143.82
Signed using mobile
Sent: 6/16/2021 11:10:19 AM
Viewed: 6/16/2021 11:39:24 AM
Signed: 6/16/2021 11:41:15 AM
Electronic Record and Signature Disclosure:
Accepted: 6/16/2021 11:39:24 AM
ID: 75c7a86f-df78-49a6-b695-170e35e84a46
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: 6/16/2021 11:41:18 AM
Viewed: 6/16/2021 12:56:55 PM
Signed: 6/16/2021 12:57:09 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 6/16/2021 12:57:11 PM
Viewed: 7/1/2021 10:42:39 AM
Signed: 7/1/2021 10:42:42 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
Ryan Gatto
ryan.gatto@ifs.com
Corporate Secretary
Security Level: Email, Account Authentication
(None)
Sent: 7/1/2021 10:42:45 AM
Electronic Record and Signature Disclosure:
Accepted: 6/16/2021 11:10:06 AM
ID: 83ad44f4-c0dc-4571-8787-cc272f8269ab
Larry Vonckx
larry.vonckx@ifs.com
General Counsel
IFS Canada Inc.
Security Level: Email, Account Authentication
(None)
Sent: 7/1/2021 10:42:46 AM
Electronic Record and Signature Disclosure:
Accepted: 6/16/2021 11:39:24 AM
ID: 75c7a86f-df78-49a6-b695-170e35e84a46
Cori Power
cori.power@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 7/1/2021 10:42:46 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sandra Allsup
sandra.allsup@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 7/1/2021 10:42:47 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 6/16/2021 10:48:29 AM
Certified Delivered Security Checked 7/1/2021 10:42:39 AM
Signing Complete Security Checked 7/1/2021 10:42:42 AM
Completed Security Checked 7/1/2021 10:42:47 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: Ryan Gatto, Larry Vonckx, Ryan Gatto, Larry Vonckx
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.