HomeMy WebLinkAbout8741 - Contract Executed
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
Docusign Envelope ID: 45380197-9792-4041-BE64-5489B2D8E8C9
RFP
HMI Software Upgrades
8741
Gabby Leeper
Yes
APRIL 21, 2036
APRIL 21, 2026
26-0522
Contract 8741
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND TRIHEDRAL INC.
(Contract #8741)
THIS CONTRACT is made and entered into this date _______________________, by
and between _Trihedral Inc. a Florida corporation, whose address 28326 Parkerton Lane Spring,
TX 77386, 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
their duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Contractor shall provide services in accordance with the City’s RFP 8741 a copy of which
is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract
consists of this written agreement and the following items which are attached hereto, or on file,
and incorporated herein by reference:
(a) Special Terms and Conditions (Exhibit “A”);
(b) City of Denton’s RFP 8741 (the “Solicitation”) (Exhibit “B” on file at the office
of the Purchasing Agent);
(c) Tech Agreement (Exhibit “C”);
(d) VTScada Software License Agreement (Exhibit “D”);
(e) Certificate of Interested Parties Electronic Filing (Exhibit “E”);
(f) Insurance Requirements (Exhibit “F”);
(g) Contractor’s Proposal (“Contractor’s Offer”) (Exhibit “G”);
(h) Form CIQ – Conflict of Interest Questionnaire (Exhibit “H”)
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions
of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence
first to the written agreement then to the contract documents in the order in which they are listed
above. These documents shall be referred to collectively as “Contract Documents.”
Prohibition on Contracts with Companies Boycotting Israel
Contractor acknowledges that in accordance with Chapter 2271 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 Contract, Contractor
certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the Contract. Failure to meet or maintain
the requirements under this provision will be considered a material breach.
Prohibition on Contracts with Companies Boycotting Certain Energy Companies
Contractor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, City is
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04/21/2026
Contract 8741
prohibited from entering into a contract with a company for goods or services unless the contract contains
written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of the contract. The terms “boycott energy company” and “company”
shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By
signing this agreement, Contractor certifies that Contractor’s signature provides written verification to
the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy
companies during the term of the Contract. Failure to meet or maintain the requirements under this
provision will be considered a material breach.
Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm Trade
Associations
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
written verification from the company that it (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the
term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a
firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the
meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this
Contract, Contractor certifies that Contractor’s signature provides written verification to the City that
Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a
firearm entity or firearm trade association; and (2) will not discriminate during the term of this Contract
against a firearm entity or firearm trade association. Failure to meet or maintain the requirements under
this provision will be considered a material breach.
Prohibition On Contracts with Companies Doing Business with Iran, Sudan, or a Foreign Terrorist
Organization
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 Contract, Contractor certifies
that Contractor’s signature provides written verification to the City that Contractor, pursuant to Chapter
2252, is not ineligible to enter into this Contract and will not become ineligible to receive payments under
this Contract by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or
maintain the requirements under this provision will be considered a material breach.
Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned
Companies
The City of Denton may terminate this Contract immediately without any further liability if the City of
Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2275, and
Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of
the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or
other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or
other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated
country.
The parties agree to transact business electronically. Any statutory requirements that certain terms
be in writing will be satisfied using electronic documents and signing. Electronic signing of this
document will be deemed an original for all legal purposes.
IN WITNESS WHEREOF, the parties of these presents have executed this Contract in the year
and day first above written.
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CONTRACTOR
BY: _____________________________
AUTHORIZED SIGNATURE
Printed Name: ______________________
Title: _____________________________
__________________________________
PHONE NUMBER
___________________________________
EMAIL ADDRESS
___________________________________
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
ATTEST:
INGRID REX, CITY SECRETARY
BY: _______________________________
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
BY: _______________________________
CITY OF DENTON, TEXAS
BY: ____________________________
SARA HENSLEY
CITY MANAGER
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
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barry.baker@trihedral.com
8004632783
Barry Baker
President
General Manager
Stephen D Gay
Water utilities and street operations
CASSEY OGDEN, INTERIM CITY MANAGER
N/A
Contract 8741
Exhibit A
Special Terms and Conditions
1. Total Contract Amount
The contract total for services shall not exceed $886,000. Pricing shall be per Exhibit G attached.
2. The Quantities
The quantities indicated on Exhibit G are estimates based upon the best available information. The
City reserves the right to increase or decrease the quantities to meet its actual needs with pricing
adjusted on a per unit basis as detailed in Exhibit G. Individual purchase orders will be issued on
an as needed basis.
3. Contract Terms
It is the intention of the City of Denton to award a contract for five (5) years, effective from date
of award. The City and the Supplier shall have the option to renew this contract for an additional
five (5) one-year periods.
The contract shall commence upon the issuance of a Notice of Award by the City of Denton and
shall automatically renew each year, from the date of award by City Council. The Supplier’s
request to not renew the contract must be submitted in writing to the Purchasing Manager at least
60 days prior to the contract renewal date for each year. At the sole option of the City of Denton,
the Contract may be further extended as needed, not to exceed a total of six (6) months
4. Price Escalation and De-escalation
On Supplier’s request in the form stated herein, the City will implement an escalation/de-
escalation price adjustment annually based on these special terms. Any request for price
adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer
Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not
exceed +/- 8% for any individual year. The escalation will be determined annually at the
renewal date. The price will be increased or decreased based upon the annual percentage change
in the PPI or the percentage change in the manufacturer’s price list. Should the PPI or
manufacturer price list change exceed a minimum threshold value of +/-1%, then the stated
eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8%
limit per year. The supplier should provide documentation as percentage of each cost associated
with the unit prices quoted for consideration.
Request must be submitted in writing with supporting evidence for need of such increase to the
Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must
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Contract 8741
also provide supporting documentation as justification for the request. If no request is made, then
it will be assumed that the current contract price will be in effect.
Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation
as competitive with the general market price at the time, and become effective upon the renewal
date of the contract award or reject the increases within 30 calendar days after receipt of a
properly submitted request. If a properly submitted increase is rejected, the Contractor may
request cancellation of such items from the Contract by giving the City of Denton written notice.
Cancellation will not go into effect for 15 calendar days after a determination has been issued.
Pre-price increase prices must be honored on orders dated up to the official date of the City of
Denton approval and/or cancellation.
The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation
number.
The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes.
5. Performance Liquidated Damages – Intentionally Omitted
.
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Contract 8741
Exhibit B
City of Denton’s RFP 8741 (the “Solicitation”) (Exhibit “B” on file at the
office of the Purchasing Agent
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Contract 8741
Exhibit C
City of Denton
TECH ADDENDUM
Standard Addendum to Agreement
The agreement between the City of Denton, a Texas home-rule municipal corporation
(“City”), and the other party to the agreement (“Vendor”) to which this Standard
Addendum to Agreement (this “Addendum”) is attached, is subject to the terms and
conditions of this Addendum, which are incorporated for all purposes into the agreement
to which they are attached (the “Agreement”). In the event of a conflict between the
Agreement and this Addendum, this Addendum shall govern, and no term or condition in
subsequent invoices or statements shall serve to modify the terms of this Addendum. Any
term or condition of the Agreement that is not superseded by a term or condition of this
Addendum shall remain in full force and effect.
Payment. In accordance with Chapter 2251 of the Texas Gov’t Code: (a) payment
shall be made no later than thirty days following the later of (i) delivery of the goods or
services, (ii) performance is complete, or (iii) delivery of an invoice to City; and (b)
interest, if any, on past due payments shall accrue and be paid at the maximum rate
allowed by law. Invoices and any required supporting documents must be presented to:
City of Denton – Purchasing Department, 901 B Texas Street, Denton, TX 76201.
Tax Exempt. No taxes shall be included in the invoice. City is exempt from the
payment of taxes and the purchase order serves as the required exemption certificate for
tax exemption. The City will provide other exemption certificates or documentation
confirming its tax-exempt status as requested.
Governing Law and Venue. The Agreement shall be construed and enforced under
and in accordance with the laws of the State of Texas. Venue for all issues arising from
or related to the Agreement shall be resolved in the courts of Denton County, Texas, and
the parties agree to submit to the exclusive jurisdiction of such courts.
No Excess Obligations. In the event the Agreement spans multiple fiscal years, the
City’s continuing performance under the Agreement is contingent upon the appropriation
of funds to fulfill the requirements of the Agreement by the City Council of the City of
Denton. If the City Council of the City of Denton fails to appropriate or allot the necessary
funds, City shall issue written notice to Vendor that City may terminate the Agreement
without penalty, further duty, or obligation.
Delivery. Delivery shall be FOB Destination.
Public Information. City shall release information in accordance with the Texas
Public Information Act, Tex. Gov’t Code Chapter 552, and other applicable law or court
orders. If requested, Vendor shall make public information available to City in an
electronic format, and any portions of records claimed by the Vendor to be proprietary
must be clearly marked as such.
Insurance. City is insured for general liability insurance under a self-insurance
program covering its limits of liability. The parties agree that such self-insurance by City
shall, without further requirement, satisfy all insurance obligations of City under the
Agreement.
Prohibition on Contracts with Companies Boycotting Israel. Vendor acknowledges
that in accordance with Chapter 2271 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
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Contract 8741
(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 Contract, Vendor certifies that Vendor’s
signature provides written verification to the City that Vendor: (1) does not boycott Israel;
and (2) will not boycott Israel during the term of the Contract. Failure to meet or maintain
the requirements under this provision will be considered a material breach.
Prohibition on Contracts with Companies Boycotting Certain Energy Companies.
Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government
Code, City is prohibited from entering into a contract with a company for goods or
services unless the contract contains written verification from the company that it (1) does
not boycott energy companies; and (2) will not boycott energy companies during the term
of the contract. The terms “boycott energy company” and “company” shall have the
meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By
signing this agreement, Vendor certifies that Vendor’s signature provides written
verification to the City that Vendor: (1) does not boycott energy companies; and (2) will
not boycott energy companies during the term of the Contract. Failure to meet or maintain
the requirements under this provision will be considered a material breach.
Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and
Firearm Trade Associations. Vendor acknowledges that in accordance with Chapter 2274
of the Texas Government Code, City is prohibited from entering into a contract with a
company for goods or services unless the contract contains written verification from the
company that it (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not
discriminate during the term of the contract against a firearm entity or firearm trade
association. The terms “discriminate against a firearm entity or firearm trade
association,” “firearm entity” and “firearm trade association” shall have the meanings
ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this
Contract, Vendor certifies that Vendor’s signature provides written verification to the City
that Vendor: (1) does not have a practice, policy, guidance, or directive that discriminates
against a firearm entity or firearm trade association; and (2) will not discriminate during
the term of this Contract against a firearm entity or firearm trade association. Failure to
meet or maintain the requirements under this provision will be considered a material
breach.
Prohibition On Contracts with Companies Doing Business with Iran, Sudan, or a
Foreign Terrorist Organization. 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 Contract, Vendor certifies that Vendor’s signature
provides written verification to the City that Vendor, pursuant to Chapter 2252, is not
ineligible to enter into this Contract and will not become ineligible to receive payments
under this Contract by doing business with Iran, Sudan, or a foreign terrorist organization.
Failure to meet or maintain the requirements under this provision will be considered a
material breach.
Termination Right for Contracts with Companies Doing Business with Certain
Foreign-Owned Companies. The City of Denton may terminate this Contract
immediately without any further liability if the City of Denton determines, in its sole
judgment, that this Contract meets the requirements under Chapter 2275, and Vendor is,
or will be in the future, (i) owned by or the majority of stock or other ownership interest
of the company is held or controlled by individuals who are citizens of China, Iran, North
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Korea, Russia, or other designated country (ii) directly controlled by the Government of
China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in
China, Iran, North Korea, Russia, or other designated country.
Indemnity. The Vendor shall indemnify and save and hold harmless the City and its
officers, OFFICIALS, agents, and employees from and against any and all liability,
claims, demands, damages, losses, and expenses, including, but not limited to court costs
and reasonable attorney fees ASSERTED AGAINST OR incurred by CITY, and
including, without limitation, damages for bodily and personal injury, death and property
damage, directly resulting from the grossly negligent acts or omissions of the Vendor or
its officers, shareholders, agents, or employees INCIDENTAL TO, RELATED TO, AND
in the execution, operation, or performance of the Agreement. Nothing in this Addendum
shall be construed to create a liability to any person who is not a party to this Addendum,
and nothing herein shall waive any of the parties’ defenses, both at law or equity, to any
claim, cause of action, or litigation filed by anyone not a party to this Agreement,
including the defense of governmental immunity, which defenses are hereby expressly
reserved.
For greater certainty, the City agrees it has the sole authority in the installation,
operation, management and maintenance of its control systems including the
interconnected control hardware, networks, anti-virus software and computers which are
supplied by 3rd parties under the direction and supervision of the City.
Limitations. City is subject to constitutional and statutory limitations on its ability to
enter into certain terms and conditions of the Agreement, which may include those terms
and conditions relating to: liens on City property; disclaimers and limitations of
warranties; disclaimers and limitation of liability for damages; waivers, disclaimers, and
limitation on litigation or settlement to another party; liability for acts or omissions of
third parties; payment of attorney’s fees; dispute resolution; and indemnities. Terms and
conditions relating to these limitations will not be binding on City, except to the extent
not prohibited by the Constitution and the laws of the State of Texas.
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Exhibit D
VTScada Software License Agreement (Standard Conditions)
Last Modified: July 2, 2025
V
This License Agreement (“License Agreement”) governs any Software and/or Services in the
Order Confirmation that the individual or entity identified as the customer in the Order
Confirmation (“Customer”) purchase directly from Trihedral or through its authorized resellers
(“Reseller”). This License Agreement, the Order Confirmation, and any other incorporated terms
comprise the complete understanding between the parties on the subject matter
(“Agreement”). By using or accessing the Software or Services, Customer agrees to this License
Agreement.
“Affiliate” means an entity that controls, is controlled by, or is under common control with, a
party. Control means direct or indirect ownership of (i) more than 50% of an entity’s voting
interest; or (ii) the right to receive more than fifty percent (50%) of an entity’s profits.
“Customer Data” means data, information, and content that is entered into the Software by the
Customer and the output generated by the Customer from the data it entered into the Software
(e.g., statistical calculations, sorting, collection, averaging, and other mathematical
computations).
“Documentation” means the then-current documentation regarding the Software that is
generally provided or made available by Trihedral either in print or electronic forms, and which
may include end-user manuals, operation instructions, installation guides, release notes, and on-
line help files regarding the use of the Software.
“Indemnified Liabilities” means any (i) settlement amounts approved by the indemnifying party
and (ii) damages and costs in a final judgment awarded against the indemnified party and its
Affiliates by a court of competent jurisdiction.
“Instance” means a single copy of the Software running on a single physical or virtual machine.
“Modifications” means modifications, revisions, enhancements, scripting, fixes, error
corrections, workarounds, and improvements made by any person, whether or not issued in a
formal update, upgrade, or release.
“License Key” means an alphanumeric code that enables the Customer to activate and use the
Software.
“Licensed Instance” means an Instance of the Software that has been activated using a License
Key provided by Trihedral. If the License Key is subsequently used to activate a different
Instance of the Software, then the first Instance of the Software will automatically cease to be a
Licensed Instance.
“Order Confirmation” means the ordering document issued or signed by Trihedral or its
authorized reseller, which for Paid Licenses will be identified as an order confirmation form and
for a Free License or Demo License is the online check out screen where these terms are agreed
to.
“Services” means Support and other Services provided by Trihedral.
“Software” means the VTScada software in machine executable object code and any training
materials and documentation provided by Trihedral, including any Modifications to any of them.
“Trihedral” means the Trihedral entity listed on the Order Confirmation, and if the Order
Confirmation is silent, the term means (i) Trihedral USA, if the Customer is located in the United
States (ii) Trihedral UK if the customer is located within the United Kingdom and (iii) Trihedral
CAN if the Customer is located elsewhere
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“Trihedral CAN” means Trihedral Engineering Ltd., an entity organized under the laws of
Nova Scotia, Canada.
“Trihedral USA” means Trihedral, Inc., a Florida Corporation.
“Trihedral UK” means Trihedral UK Limited, an entity organized under the laws of the United
Kingdom.
“Third-Party Legal Proceeding” means any claim, demand, action, or legal proceeding made
or instituted by someone other than Trihedral, Customer, or any of their Affiliates.
1. License.
1.1 Ordering. If Customer purchases directly from Trihedral, then Customer will pay
Trihedral the fees for the Services and/or any Paid License in accordance with the
payment terms stated in the Order Confirmation. If Customer purchases Services and/or
any Paid License through a Reseller, then the description of the Services and/or Paid
License will be set forth in the ordering document Customer enters with the Reseller (the
“Order Confirmation,” which for the purposes of this Agreement is also an “Order
Confirmation”) and payment will be made to Reseller in accordance with the terms of the
Order Confirmation. The Reseller is responsible for the accuracy of the Order
Confirmation, Resellers are not authorized to make any promises or commitments on
Trihedral's behalf, and Trihedral is not bound by any obligations to Customer other than
as specified in this License Agreement. Except as otherwise stated in the Agreement,
Customer’s purchases are except as may be stated in the Order Confirmation non-
cancelable and payment for Services is non-refundable. Customer will pay all applicable
sales tax, VAT, GST, use tax, or similar transaction taxes imposed on Customer’s
purchase of Services and/or use of the Software, unless Customer provides Trihedral with
a valid tax exemption certificate. Customer will have no liability for taxes that are
imposed on Trihedral or Reseller, as applicable, that are measured by Trihedral’s or
Reseller’s net or gross income.
1.2 Paid License. Subject to the terms and conditions of the Agreement, upon payment of the
applicable license fees stated in the Order Confirmation, Trihedral grants Customer a
non-exclusive, non-sublicensable, non-transferable license to use the Software described
in the Order Confirmation (“Paid License”) for the terms stated in the Order
Confirmation for the sole purpose of monitoring, controlling and analyzing Customer’s
industrial processes and equipment. The Software may be installed on the maximum
number of Licensed Instances listed in the Order Confirmation, which is one if no
number is listed and is subject to any other restrictions stated in the Order Confirmation,
such as the maximum number of tags (i.e. a value, timestamp or quality characteristic).
Customer may permit third-party providers to host the Software solely for Customer’s
personnel use.
1.3 Free License. Trihedral makes a version of the VTScada software with limited
functionality (“Trial Version,” also the “Software”) that will monitor, control and
analyze Customer’s industrial processes and equipment for no more than 50 IO tags from
an external device or source. For those Customers that download the Trial Version,
Trihedral grants Customer a free, perpetual, non-exclusive, non-sublicensable, non-
transferable, limited license (“Free License”) to use version of the Trial Version subject
to the terms and restrictions of the Agreement. Customer may host the Trial Version on
only one server and may only have one instance of the Trial Software and only one Free
License. Customers who purchase a Paid License may not also obtain a Free License to
the Software. The Trial Version of the Software may only be used in the Country stated
in the Order Confirmation and for the purposes stated in that Order Confirmation. The
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Trial Version may not be used in connection with any High Risk Activity. “High Risk
Activities” means uses in connection with the operation of nuclear facilities; the
manufacture of arms, armament, weapons or ammunition; air traffic control; life support
systems; military or defense applications; or where the use or failure of the Services
could lead to death, personal injury, property damage or environmental damage.
1.4 Demo License. Trihedral makes a version of the VTScada software with License Key
functionality (“Demo Version,” also the “Software”) that will monitor, control and
analyze Customer’s industrial processes and equipment for a License Key evaluation
period. For those Customers that obtain the Demo Version under an Order Confirmation,
Trihedral grants Customer a free, non-exclusive, non-sublicensable, non-transferable,
limited license (“Demo License”) to use a version of the Software subject to the
limitations of the License Key and the terms and restrictions of this Agreement. Customer
may host the Demo Version on only one server and may only have one instance of the
Demo Software per license. The Demo Version of the Software may only be used in the
Country entered in the download request. The Demo Version may not be used in
connection with any High-Risk Activity.
1.5 Restrictions. The Software may only be accessed and used by Customer’s personnel
(“Users”), and Customer is responsible for Users’ compliance with the Agreement.
Customer, on behalf of itself and its Users, agrees not to: (1) use the Software other than
as authorized in the Agreement; (2) modify, decompile, decode, or reverse engineer the
Software, (3) create derivative works based on the Software; (4) use the Software or any
other Trihedral Confidential Information to develop, commercialize, license or sell any
product, service or technology that could, directly or indirectly, compete with the
Software, (5) use the Software for competitive analysis or benchmarking purposes, (6)
use the Software to provide services to any third party, (7) deactivate, impair, or
circumvent any security or authentication measures of the Software, or (8) transfer,
sublicense, distribute, sell, lease or use for timesharing or service bureau purposes the
Software. Customer will not export or install the Software on a server outside of the
United States, Canada or the country identified as Customer’s shipping address on the
Order Confirmation without obtaining Trihedral’s prior written consent.
1.6 Support and other Services. Unless otherwise provided in an Order Confirmation,
Support for a Paid License is free for the first ninety (90) days after it is initially licensed
and is offered on renewal at the rates set forth in Order Confirmation. Support and any
other Service are described in the Order Confirmation.
1.7 Third-Party Solutions. Customer may decide to interact with, access or use compatible
third-party services, content or solutions (“Third Party Solution”) in connection with
the Software. Trihedral does not provide any aspect of the Third-Party Solution and is not
responsible for any compatibility issues, errors, or bugs in the Software or Third-Party
Solution caused in whole or in part by the Third-Party Solution. Customer is solely
responsible for maintaining the Third-Party Solution and obtaining any associated
licenses and consents necessary for Customer’s use of the Third-Party Solution in
connection with the Software.
1.8 Personal Data. The Software has been architected so Trihedral will not process any
Personal Data of Customer. “Personal Data” means data relating to an identified or
identifiable natural person.
2. Confidential Information.
2.1 Definition. The term “Confidential Information” means any information disclosed
under the Agreement that (a) if tangible, is clearly marked as “Confidential” or with a
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similar designation; (b) if intangible, is identified as “Confidential” by discloser at the
time of disclosure and confirmed in writing to recipient as being Confidential
Information. Confidential Information does not include any portion of the information
that recipient can prove: (a) was rightfully known to recipient before receipt from
discloser; (b) becomes generally known to the public through no fault of recipient; (c)
was received by recipient from a third party without any confidentiality obligation; or (d)
was independently developed by recipient without breach of this Section 2.
2.2 Limited Use and Non-Disclosure. Recipient will (a) use Confidential Information only
for the purposes of furthering the business relationship between the parties; (b) protect
Confidential Information using the same degree of care it uses to protect its own
confidential information of a like nature, but in no event less than a reasonable degree of
care; or (c) not disclose Confidential Information to any third party except (i) as required
by law and/or (ii) to employees, consultants, and agents who have a need to know it in
order to carry out their obligations under the Agreement and are under written
confidentiality and non-use obligations at least as restrictive as those stated in the
Agreement.
3. Intellectual Property Rights. As between Trihedral and Customer, Customer owns all
worldwide right, title and interest in and to Customer Data, including all worldwide
Intellectual Property Rights (“Customer IP”). Trihedral and its licensors own all
worldwide right, title and interest in and to the Software, including all worldwide
Intellectual Property Rights (“Trihedral IP”). Except as expressly set forth in the
Agreement, no rights to any Trihedral IP or Customer IP is granted to the other party.
Customer is not obligated to provide Trihedral with any suggestions, enhancement
requests, or other feedback about the Software or related technology (“Feedback”).
However, if Customer’s personnel provide any Feedback to Trihedral, Trihedral may use
and modify it without any restriction or payment. When the Software is installed on a
server that is accessible by the Internet, Customer agrees that Trihedral may obtain data
from the Software other than any data that relates to an identifiable individual (PII) for
the purpose of supporting and improving the Software and related solutions. “Intellectual
Property Right(s)” means patent rights (including, without limitation, patent
applications and disclosures), trademarks, copyrights, moral rights, know-how, and any
other intellectual property rights recognized in the United States, Canada, or the
European Union.
4. Term and Termination.
4.1 Term. The Agreement is effective on the earlier of the date the first Order Confirmation
is entered into by Customer and Trihedral or when the Software is first accessed
(“Effective Date”) and remains in effect until all Order Confirmations are terminated or
expire.
4.2 Termination and Suspension. Either party may terminate the Agreement or an Order
Confirmation if the other party materially breaches the Agreement and fails to cure the
breach within 30 days after receiving notice that specifically identifies the breach.
4.3 Effect of Termination. Except if Customer terminates for Trihedral’s uncured material
breach under Section 4.2, termination of the Agreement or an Order Confirmation will
not relieve Customer from Customer’s obligation to pay Trihedral any fees stated in an
Order Confirmation. After termination or expiration of the Agreement, (a) Customer will
stop using the Software and will promptly certify in writing that all copies of the
Software have been destroyed, (b) any license granted to the Software will immediately
end, and (c) Trihedral will have no further obligation to perform any Services.
Docusign Envelope ID: 45380197-9792-4041-BE64-5489B2D8E8C9
Contract 8741
Termination of an Order Confirmation does not terminate the Agreement unless no other
Order Confirmations are in effect. Termination of the Agreement will result in the
immediate termination of all Order Confirmations. Sections 2, 3, and 6-9 of the
Agreement will survive termination.
5. Warranty and Warranty Disclaimer. For Paid Licenses, Trihedral warrants that for a
period of 90 days from activation (the “Warranty Period”) that all of the critical
functionality of the Software will perform when operated according to the
Documentation, and Trihedral will (at its own cost) rectify any material defects in the
Software that Customer notifies it of during the Warranty Period. This constitutes
Trihedral's sole remedy for breaches of warranty under the Agreement. Except for that
warranty provided to for a Paid License, the Paid License and the Demo and Free License
is provided “as is.” To the fullest extent permitted by applicable law, except as
expressly provided in the Agreement, Trihedral makes no other warranty of any
kind regarding the Software or any Service, whether express, implied, statutory or
otherwise, including without limitation warranties of merchantability, fitness for a
particular use and non-infringement (since Trihedral indemnifies for IP
infringement). Trihedral does not warrant and makes no representations (i) that the
operation of the Software will be error-free or uninterrupted or (ii) concerning the
results obtained from or the conclusions drawn from the use of Software. This
Warranty and Warranty Disclaimer shall not apply to Annual System Support
Agreement between the parties.
6. Indemnification. The indemnity provisions in this Section only apply to Paid Licenses.
6.1 Trihedral’s Indemnification Obligations. Trihedral will defend Customer and
Customer’s respective directors, officers and employees (“Customer’s Indemnified
Parties”) against Indemnified Liabilities in any Third-Party Legal Proceeding to the
extent arising from an allegation that (a) the Software infringes, misappropriates or
otherwise violates any third party’s Intellectual Property Right, (b) Trihedral’s willful
misconduct or fraud, or (c) Trihedral violated any applicable law.
6.2 Customer’s Indemnification Obligations. Intentionally Omitted.
6.3 Indemnification Exclusions. Sections 6.1 (Trihedral’s Indemnification Obligations) and
Section 6.2 (Customer’s Indemnification Obligations) will not apply to the extent the
underlying allegation arises from:
a. the indemnified party’s breach of the Agreement; or
b. modifications to the Software by anyone other than Trihedral or its agents; or
c. combination of the Software with materials not provided by Trihedral;
d. failure to use the most current, supported version of Trihedral’s Software provided under the
Agreement or
e. compliance with the indemnified party’s instructions, design or request for customized
features.
6.4 Indemnification Conditions. Sections 6.1 (Trihedral’s Indemnification Obligations) is
conditioned on the following:
a. The indemnified party will promptly notify the indemnifying party in writing of any
allegation(s) that preceded the Third-Party Legal Proceeding and cooperate reasonably with the
indemnifying party to resolve the allegation(s) and Third-Party Legal Proceeding. If breach of
this Section 6.4(a) prejudices the defense of the Third-Party Legal Proceeding, the indemnifying
party’s obligations under Section 6.1 (as applicable) will be reduced in proportion to the
prejudice.
b. The indemnified party will tender sole control of the indemnified portion of the Third-Party
Docusign Envelope ID: 45380197-9792-4041-BE64-5489B2D8E8C9
Contract 8741
Legal Proceeding to the indemnifying party, subject to the following: (i) the indemnified party
may appoint its own non-controlling counsel, at its own expense; and (ii) any settlement
requiring the indemnified party to admit liability, pay money, or take (or refrain from taking) any
action, will require the indemnified party’s prior written consent, not to be unreasonably
withheld, conditioned, or delayed.
7. Limitation of Liability. In this Section, “liability” means any liability, whether under
contract, tort, or otherwise, including for negligence.
7.1 General Limitations on Liability. Subject to section 7.2 (Exceptions to Limitations):
(a) neither party will have any liability arising out of or relating to the Agreement for: (1)
indirect, special, incidental or consequential losses (whether or not foreseeable or contemplated
by the parties at the Effective Date); (2) exemplary or punitive damages; or (3) the other party’s
lost revenues, profits, or data; and
(b) For a Paid License, each party's aggregate liability arising out of or relating to the Agreement
will not exceed the amount paid or payable to Trihedral under the applicable Order
Confirmation. Exceptions to Limitations. For a Paid License, nothing in the Agreement
excludes or limits either party’s liability for: (a) breach of confidentiality obligations under
Section 2, (b) the indemnification obligations under Section 6, (c) infringement of the other
party’s intellectual property rights; (d) death or personal injury resulting from its negligence or
the negligence of its employees or agents; or (e) matters for which liability cannot be excluded or
limited under applicable law.
8. Dispute Resolution.
If the Customer is domiciled in the U.S.: The Agreement and all matters arising out of or
relating to the Agreement is governed by Texas law, without regard to conflict of law, and each
party irrevocably consents to exclusive jurisdiction over all claims and disputes between the
parties The United Nations Convention on Contracts for the International Sale of Goods (CISG)
does not apply.
If the Customer is domiciled outside of the U.S.: Any unresolved dispute arising out of or in
connection with the Agreement shall be finally resolved by arbitration with one arbitrator
conducted in English under the Rules of Arbitration of the International Chamber of Commerce
that are made a part of the Agreement. Either party can obtain temporary restraining orders,
preliminary injunctions, and other similar relief in a court of competent jurisdiction when
necessary to preserve status quo or prevent injury pending resolution of the dispute on its merits
by arbitration. The United Nations Convention on Contracts for the International Sale of Goods
(CISG) does not apply. The Agreement and all matters arising out of or relating to the
Agreement shall be governed by the laws of (without regard to conflict of law) and the location
of the arbitration will be, as follows:
Customer domiciled in Asia Laws of Singapore Arbitration will be held in
Singapore
Customer domiciled in
Canada
Laws of Ontario Arbitration will be held in Toronto
Customer domiciled in
Mexico, Central America or
South America
Laws of New York Arbitration will be held in New
York City
Customer domiciled
elsewhere (other than the
U.S.)
Laws of England Arbitration will be held in London
9. Audit. Upon ten (10) business days written request from Trihedral, to the extent allowed
by law, without waiving any applicable immunities, and subject to reasonable
Docusign Envelope ID: 45380197-9792-4041-BE64-5489B2D8E8C9
Contract 8741
notification, Customer will provide Trihedral or its auditors with reasonable access to any
books, records, computers, or information that relates to Customer’s use of the Software
in compliance with the terms of the Agreement. The audit will not unreasonably interfere
with Customer’s business activities.
10. Export Control. The Software is subject to U.S. and/or Canadian export control laws,
including the U.S. Export Administration Act and its associated regulations, and may be
subject to export or import regulations in other countries. Customer agrees to comply
strictly with all such regulations and acknowledges that it has the responsibility to obtain
licenses to export, re-export, or import the Software. Where the Trihedral USA is the
contracting party or the Customer is based in the United States, the Software may not be
downloaded, or otherwise exported or re-exported (i) into or to a national or resident of
any country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S.
Treasury Department's list of Specially Designated Nations or the U.S. Commerce
Department's Table of Denial Orders. By installing or using the Software, Customer is
warranting that it is not located in or under the control of, or a national or resident of any
such country or on any such list.
11. License Rights Applicable to the U.S. Government. The Software is a commercial
product that is developed exclusively at private expense. If the Software is acquired
directly or indirectly for use by the U.S. Government, then the parties agree that the
Software is considered ‘Commercial Items’ and ‘Commercial Computer Software’ or
‘Computer Software Documentation’, as defined in 48 C.F.R. §2.101 and 48 C.F.R.
§252.227-7014(a)(1) and (a)(5), as applicable. Software and Documentation may only be
used under the terms and conditions of this Agreement as required by 48 C.F.R. §12.212
and 48 C.F.R. §227.7202. The U.S. Government will only have the rights set forth in this
Agreement, which supersedes any conflicting terms or conditions in any government
order document, except for provisions which are contrary to applicable mandatory federal
laws. Trihedral will not be required to obtain a security clearance or otherwise be
involved in accessing U.S. Government classified information.
12. Miscellaneous. Neither party will assign the Agreement in whole or in part without the
other party’s prior written consent (which consent will not be unreasonably denied,
delayed or conditioned), except no consent is necessary for assignment to a successor that
is made in connection with a merger or sale of all or substantially all of a party’s assets or
equity. Any attempted assignment in violation of this restriction is void. The Agreement
shall bind and inure to the benefit of the parties, their respective successors and permitted
assigns. If a conflict exists between any of the terms the Agreement and the Order
Confirmation, then the Order Confirmation will govern only if it is signed by both
parties. Neither party relies on any undertaking, promise, assurance, statement,
representation, warranty or understanding of any person relating to the subject matter of
the Agreement, other than as stated in the Agreement. Notices will be provided in writing
and delivered by commercial overnight or next day courier to the address of the other
party stated on the Order Confirmation. The Agreement does not create a partnership,
agency relationship, or joint venture between the parties. Neither party has the power or
authority to bind the other or to create any obligation or responsibility on behalf of the
other. Under no circumstances will any employee of one party be deemed to be the
employee of the other. If any provision of the Agreement is unenforceable, that provision
will be modified to render it enforceable to the extent possible to give effect to the
parties’ intentions and the remaining provisions will not be affected. The parties may
amend the Agreement only in a written amendment signed by both parties. The
Docusign Envelope ID: 45380197-9792-4041-BE64-5489B2D8E8C9
Contract 8741
Agreement does not confer any benefits on any third party unless it expressly states that it
does.
The Agreement can be executed electronically and in counterparts, each of which is deemed to
be an original and together comprise a single document. Each party represents and warrants that
the individual binding a party under the Agreement is authorized to do so.
Prior Versions: June 8, 2016 Version
Docusign Envelope ID: 45380197-9792-4041-BE64-5489B2D8E8C9
Contract 8741
Exhibit E
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the
Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring
the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish a Certificate of Interest Parties before the Contract is
awarded, in accordance with Government Code 2252.908.
The Contractor shall:
1.Log onto the State Ethics Commission Website at
:https://www.ethics.state.tx.us/filinginfo/1295/
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: 45380197-9792-4041-BE64-5489B2D8E8C9
HMI Software - 8741
INSURANCE REQUIREMENTS
Respondent’s attention is directed to the insurance requirements below. It is highly
recommended that respondents confer with their respective insurance carriers or
brokers to determine in advance of Proposal/Bid submission the availability of insurance
certificates and endorsements as prescribed and provided herein. If an apparent low respondent fails to comply strictly with the insurance requirements, that respondent may
be disqualified from award of the contract. Upon contract award, 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.
As soon as practicable after notification of contract award, 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, Contractors are strongly advised to make such requests prior to proposal/bid opening, since the insurance requirements may not be modified or waived after proposal/bid opening unless a written exception has been
submitted with the proposal/bid. Contractor shall not commence any work
or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements
shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the
Contract, or longer, if so noted:
•Each policy shall be issued by a company authorized to do business in theState 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. Ifrequested by the City, the insurer shall reduce or eliminate such deductibles orself-insured retentions with respect to the City, its officials, agents, employeesand 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:
o Name as Additional Insured the City of Denton, its Officials, Agents,
Exhibit F
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HMI Software - 8741
Employees and volunteers.
o 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. o 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.
• 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 specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the
Contract, or longer, if so noted:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
Commercial General Liability Insurance including, but not limited to,
Premises/Operations, Personal & Advertising Injury, Products/Completed
Operations, Independent Contractors, and Contractual Liability with minimum
combined bodily injury (including death) and property damage limits of
Docusign Envelope ID: 45380197-9792-4041-BE64-5489B2D8E8C9
HMI Software - 8741
$1,000,000.00 per occurrence and $2,000,000.00 general aggregate.
B. WORKERS’ COMPENSATION and EMPLOYERS LIABILITY INSURANCE Workers’ Compensation within the regulations of the Texas Workers’
Compensation Act. The minimum policy limits for Employers Liability are:
Bodily Injury by Accident: $100,000.00 Each Accident
Bodily Injury by Disease: $100,000.00 Each Employee
Bodily Injury by Disease: $500,000.00 Policy Limit
NOTES:
a. If CONTRACTOR will not be providing services under the contract at a City
facility, has no employees and/or is operating as a sole owner and single
operator, CONTRACTOR shall provide a signed letter, with the current date,
on official letterhead stating such to meet the requirement.
b. If CONTRACTOR is a non-subscriber or is self-insured CONTRACTOR
shall provide a copy of its Certificate of Authority to Self-Insure from the
Texas Department of Insurance, Division of Workers’ Compensation Self
Insurance Regulation Program, evidence of alternative coverage and
internal safety and injury coverage policies and procedures.
C. Technology Errors & Omissions Liability Insurance
Technology Errors and Omissions Insurance to provide coverage for any
damage or losses arising from the rendering of, negligent or improper
performance of, or failure to perform technology services including, but not
limited to, media content, network security breaches and negligent design,
website design, hosting and support, content management, user
optimization services, system integrations, system creation designed to
migrate to various platforms, the design and/or implementation of add-on
platforms, the provision of guidance regarding industry best practices and
custom translation solutions and other website functionality, the provision of
analytics on site usage, with minimum limits of $1,000,000 per claim.
SUBCONTRACTING LIABILITY
(1) Without limiting any of the other obligations or liabilities of the CONTRACTOR,
the CONTRACTOR shall require each Subcontractor performing work under the
contract, at the Subcontractor's own expense, to maintain during the engagement
with the CITY, types and limits of insurance that are appropriate for the
services/work being performed, comply with all applicable laws and are consistent
with industry standards. The Subcontractor’s liability insurance shall name
CONTRACTOR as an additional insured.
Docusign Envelope ID: 45380197-9792-4041-BE64-5489B2D8E8C9
HMI Software - 8741
(2) CONTRACTOR shall obtain and monitor the certificates of insurance from each
Subcontractor. CONTRACTOR must retain the certificates of insurance for the
duration of the contract and shall have the responsibility of enforcing insurance
requirements among its subcontractors. The CITY shall be entitled, upon request
and without expense, to receive copies of these certificates.
Docusign Envelope ID: 45380197-9792-4041-BE64-5489B2D8E8C9
Trihedral Inc.VTScada SCADA/HMI SoftwareUnit PriceQuantity Extended Price Notes from Trihedral1$76,695 1 $76,695.00210$0.0035$0.0041$0.0051$8,131.6961$0.0071$0.0081$0.00$84,826.699$76,695 1 $76,695.001010$0.00115$0.00121$0.00131$8,131.69141$0.00151$0.00161$0.00$84,826.6917$76,695 1 $76,695.001810$0.00195$0.00201$0.00211$8,131.69221$0.00231$0.00241$0.00$84,826.69Separate VM and licensing not required but is included here for completeness. May be removed for deductRockwell/Allen Bradley family of PLCs redundant server driver included with DSP packageDNP3 and Modbus redundant server drivers, compatible with SCADAPack PLCs/RTUs, included with Modbus TCP/RTU and OPC DA and UA Client (if using Schneider OPC DA or UA Servers) redundant server drivers, compatible with Schneider Electric M580/M340 PLCs, included with DSP packageModbus TCP/RTU and OPC DA and UA Client (if using Schneider OPC DA or UA Servers) redundant server drivers, compatible with Schneider Electric M580/M340 PLCs, included with DSP package50,000 tag VTScada Dual Server Premium (DSP) packageVTScada Thin Clients include runtime capability OWS with multi-monitor functionality. Unlimited Thin Clients included in DSP packageVTScada Thin Clients include runtime capability OWS with multi-monitor functionality. Unlimited Thin Clients included in DSP packageVTScada Thin Client includes Development toolset. Included in DSP package. VTScada Thin Clients include runtime capability OWS with multi-monitor functionality. Unlimited Thin Clients included in DSP packageVTScada Thin Client includes Development toolset. Included in DSP package. Each redundant server license includes integrated VTScada Historian with realtime replication. Separate VM and licensing not required but is included here for completeness. May be removed for Rockwell/Allen Bradley family of PLCs redundant server driver included with DSP packageDNP3 and Modbus redundant server drivers, compatible with SCADAPack PLCs/RTUs, included with DSP packageRockwell/Allen Bradley family of PLCs redundant server driver included with DSP packageDNP3 and Modbus redundant server drivers, compatible with SCADAPack PLCs/RTUs, included with DSP packageModbus TCP/RTU and OPC DA and UA Client (if using Schneider OPC DA or UA Servers) redundant server drivers, compatible with Schneider Electric M580/M340 PLCs, included with DSP package50,000 tag VTScada Dual Server Premium (DSP) packageVTScada Thin Clients include runtime capability OWS with multi-monitor functionality. Unlimited Thin Clients included in DSP package50,000 tag VTScada Dual Server Premium (DSP) packageVTScada Thin Clients include runtime capability OWS with multi-monitor functionality. Unlimited Thin Clients included in DSP packageVTScada Thin Clients include runtime capability OWS with multi-monitor functionality. Unlimited Thin Clients included in DSP packageVTScada Thin Client includes Development toolset. Included in DSP package. gpSeparate VM and licensing not required but is included here for completeness. May be removed for deductSCADAPack PLC Communications DriverSchneider Electric M580/M340 PLC Communications DriverSubtotalHistorical Server License, 10K tagsAllen-Bradley PLC Communications DriverPecan Creek Water Reclamation FacilityRay Roberts Water Treatment PlantRedundant HMI Server License with automatic syncing and autOperator Workstation Runtime License With TrendingOperator Workstation Runtime License With Trending (concurrDevelopment LicenseHistorical Server License, 10K tagsAllen-Bradley PLC Communications DriverSCADAPack PLC Communications DriverSchneider Electric M580/M340 PLC Communications DriverSubtotalRedundant HMI Server License with automatic syncing and autOperator Workstation Runtime License With TrendingOperator Workstation Runtime License With Trending (concurrDevelopment LicenseSubtotalHMI Software VendorLake Lewisville Water Treatment PlantRedundant HMI Server License with automatic syncing and automatic failover, 32K tagsOperator Workstation Runtime License With TrendingOperator Workstation Runtime License With Trending (concurrDevelopment LicenseHistorical Server License, 10K tagsAllen-Bradley PLC Communications DriverSCADAPack PLC Communications DriverSchneider Electric M580/M340 PLC Communications DriverDenton RFP 8741 HMI Software PricingHMI Software ProductExhibit GContractor's proposalDocusign Envelope ID: 45380197-9792-4041-BE64-5489B2D8E8C9
25 $27,695 1 $27,695.0026 5 $0.0027 5 $0.0028 1 $0.0029 1 $4,876.6930 1 $0.0031 1 $0.0032 1 $0.00$32,571.6933 1 $0.0034 1 $0.0035 $3,500 Lot $3,500.0036 $3,000Lot$3,000.0037HMI Software Configuration Support, hourly rate (online)$16540$6,600.0038 $57,410Lot$469,827.00$482,927.00$769,978.75Includes all support plus 10yrs Supportplus + 24/7 Emergency SupportLot amount. Assumes all students will be trained in a single, 8-hr session using selected sections of the VTScada O&C and VTScada Advanced Config courses.Quantity of additional year reduced to 9 as all DSPs include 1st year of Supportplus + 24/7 Emergency Support. Multi-year support discounts applied.DNP3 and Modbus redundant server drivers, compatible with SCADAPack PLCs/RTUs, included with Modbus TCP/RTU and OPC DA and UA Client (if using Schneider OPC DA or UA Servers) redundant server drivers, compatible with Schneider Electric M580/M340 PLCs, included with DSP packageAll DSPs include integrated redundant VTScada Alarm Notification System (email, text message, voice). Integration between VTScada servers and VTScada Alarm Notification is not automatic.All DSPs include OPC DA Server and ODBC SQL driver to VTScada Historian. This functionality is included with all Servers with embedded Historians. As such there is no cost to enable this feature.All DSPs include $1000 credit toward a regularly-scheduled in-class course (LEVEL 1 - VTScada Operations and Configuration) to be held at a Trihedral designated facility or online via Zoom. As such, 4 course credits are included and only 1 additional course payment is requiredVTScada Thin Clients include runtime capability OWS with multi-monitor functionality. Unlimited Thin Clients included in DSP packageVTScada Thin Clients include runtime capability OWS with multi-monitor functionality. Unlimited Thin Clients included in DSP packageVTScada Thin Client includes Development toolset. Included in DSP package. Each redundant server license includes integrated VTScada Historian with realtime replication. Separate VM and licensing not required but is included here for completeness. May be removed for deductRockwell/Allen Bradley family of PLCs redundant server driver included with DSP package5,000 tag VTScada Dual Server Premium (DSP) packageTotalOperator Workstation Runtime License With TrendingOperator Workstation Runtime License With Trending (concurrDevelopment LicenseHistorical Server License, 5K tagsAllen-Bradley PLC Communications DriverSCADAPack PLC Communications DriverRobson Ranch Water Reclamation FacilityRedundant HMI Server License with automatic syncing and autSubtotalSystem-Wide CostsWin911 integration to HMI Server for alarm calloutHatch WIMS integration to Historian Server for reportingClassroom Training - HMI Software Fundamentals, 5 seatsClassroom Training, HMI Software Administration covering communications and redundancy, 4 seatsAnnual System Support Agreement with 24/7 online support, 5 years w/ option to renew for an additional 5 yearsSubtotalSchneider Electric M580/M340 PLC Communications DriverDocusign Envelope ID: 45380197-9792-4041-BE64-5489B2D8E8C9
Contract 8741
Exhibit H
Docusign Envelope ID: 45380197-9792-4041-BE64-5489B2D8E8C9
Certificate Of Completion
Envelope Id: 45380197-9792-4041-BE64-5489B2D8E8C9 Status: Completed
Subject: Please DocuSign: City Council Contract 8741 HMI Software
Source Envelope:
Document Pages: 26 Signatures: 5 Envelope Originator:
Certificate Pages: 6 Initials: 1 Gabby Leeper
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
Gabby.Leeper@cityofdenton.com
IP Address: 198.49.140.10
Record Tracking
Status: Original
3/11/2026 2:43:40 PM
Holder: Gabby Leeper
Gabby.Leeper@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Gabby Leeper
Gabby.Leeper@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 3/11/2026 2:50:15 PM
Viewed: 3/11/2026 2:50:29 PM
Signed: 3/11/2026 3:09:48 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 3/11/2026 3:09:50 PM
Viewed: 3/11/2026 4:16:44 PM
Signed: 3/11/2026 4:21:59 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Leah Bush
leah.bush@cityofdenton.com
Assistant City Attorney
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 3/11/2026 4:22:01 PM
Viewed: 3/17/2026 8:44:01 AM
Signed: 3/17/2026 9:25:06 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Barry Baker
barry.baker@trihedral.com
Vice-President
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 98.97.54.104
Sent: 3/17/2026 9:25:09 AM
Viewed: 3/17/2026 11:38:00 AM
Signed: 3/17/2026 11:39:18 AM
Electronic Record and Signature Disclosure:
Accepted: 3/17/2026 11:38:00 AM
ID: 2784c587-c9d1-4e16-98d2-6751c7d7a919
Signer Events Signature Timestamp
Stephen D Gay
Stephen.Gay@cityofdenton.com
General Manager
Water Utilities
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address:
2607:fb90:8a62:94f1:8508:32f0:4e50:7a9d
Signed using mobile
Sent: 3/17/2026 11:39:20 AM
Viewed: 3/18/2026 2:21:19 PM
Signed: 3/18/2026 2:21:56 PM
Electronic Record and Signature Disclosure:
Accepted: 3/18/2026 2:21:19 PM
ID: e6c654c6-dcc6-4bdc-ba76-e8812d1c3f5e
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 3/18/2026 2:22:00 PM
Viewed: 4/22/2026 9:08:35 AM
Signed: 4/22/2026 9:09:18 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Cassey Ogden
Cassey.Ogden@cityofdenton.com
Interim City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 4/22/2026 9:09:21 AM
Viewed: 4/22/2026 12:35:46 PM
Signed: 4/22/2026 12:35:57 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Ingrid Rex
Ingrid.Rex@cityofdenton.com
City Secretary
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 4/22/2026 12:36:01 PM
Viewed: 4/22/2026 1:52:21 PM
Signed: 4/22/2026 1:52:33 PM
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
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 3/11/2026 3:09:50 PM
Viewed: 4/22/2026 1:55:57 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Carbon Copy Events Status Timestamp
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 3/18/2026 2:21:58 PM
Viewed: 3/20/2026 3:37:32 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 4/22/2026 1:52:35 PM
Viewed: 4/22/2026 1:56:14 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
John Dillard
john.dillard@cityofdenton.com
Electrical Manager - Water Production
Security Level: Email, Account Authentication
(None)
Sent: 4/22/2026 1:52:36 PM
Viewed: 4/22/2026 1:56:18 PM
Electronic Record and Signature Disclosure:
Accepted: 4/22/2026 1:07:27 PM
ID: 87e23dc5-31fc-4086-8ce4-5c63640dec3c
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 3/11/2026 2:50:15 PM
Certified Delivered Security Checked 4/22/2026 1:52:21 PM
Signing Complete Security Checked 4/22/2026 1:52:33 PM
Completed Security Checked 4/22/2026 1:52:36 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. 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: Barry Baker, Stephen D Gay, John Dillard
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.