7475 - Assignment of Contract Executed
Docusign Transmittal Coversheet
File Name
Purchasing Contact
Contract Expiration
DocuSign Envelope ID: 93BE0F7F-88BF-4322-A988-E0B6F4A5EFB6
WONDERWARE TECH SUPPORT--ASSIGNMENT
Crystal Westbrook
7475
DECEMBER 17, 2025
FILE #
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 #7475
FOR VALUE RECEIVED, Standard Automation & Control LP dba Wonderware West (“Assignor”)
hereby assigns and otherwise transfers to Q-Mation, Inc. dba Wonderware North (“Assignee”) all rights,
title, and interest held by Assignor in and to the “Contract” described as follows (this “Assignment”):
Contract approved December 17, 2020, by and between the City of Denton, Standard Automation &
Control LP dba Wonderware West for the purchase of a technical support and services package to be used
by the City of Denton Water Reclamation department scada systems; said Contract being in the original
not to exceed amount of $128,000.
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.
Dated: _________________
___________________________
Assignor – Jason Bass, President
Dated: _________________
___________________________
Assignee
10/21/2022
DocuSign Envelope ID: 93BE0F7F-88BF-4322-A988-E0B6F4A5EFB6
10/21/2022
Procurement & Compliance
215 E. McKinney St., Denton, TX 76201 (940) 349-7100
OUR CORE VALUES
Integrity Fiscal Responsibility Transparency Outstanding Customer Service
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)Conflict of Interest Questionaire
Attached: Contract #7475
Dated: _________________
Approved by:
____________________
Lori Hewell
Purchasing Manager
City of Denton
901B Texas Street
Denton, Texas
940-349-7100
lori.hewell@cityofdenton.com
DocuSign Envelope ID: 93BE0F7F-88BF-4322-A988-E0B6F4A5EFB6
10/21/2022
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
DocuSign Envelope ID: 6FCA6BCD-3DCF-4442-81A7-EB6565051B3A
FILE
WONDERWARE TECH SUPPORT
Crystal Westbrook
No
7475
December 17, 2020
December 17, 2025
20-2446
DocuSign Envelope ID: 93BE0F7F-88BF-4322-A988-E0B6F4A5EFB6
CONTRACT #7475
Corporate Address: Customer FIRST
Standard Automation and Control Wonderware West
/DBA: Wonderware West 601 Travis Street, Suite 1850
601 Travis Street, Suite 1850 Houston, TX 77002
Houston, TX 77002 713-209-8884
Phone: 713-209-8884 Customer.First@WonderwareWest.com
Quote
Q-ID:QUO-41770-J4V5K0 Rev:1 Customer: City of Denton
Date: 10/30/2020 Location: Denton, TX
Phone#: (940) 349-7100 Quote Valid until 12/30/2020 for Serial Numbers Specified Terms: Net 30
Contact: Willard, William (Rusty)
Phone#: (940) 349-8601
Email: rusty.willard@cityofdenton.com
Reference: Support Renewal
Quote Ref: City of Denton
THIS IS NOT AN INVOICE
DETAILS:
Line
No. Quantity Part Number Product Description Price Per Unit Extended
Amount
1 1 STDS-020R Wonderware Customer FIRST Support
Renewal - Premium Level - 5 years $104,685.54 $104,685.54
CS# 40012
Agreement Dates: 11/1/2020 through 10/31/2025
$104,685.54
$104,685.54
Subtotal:
Total If Purchased By 10/31/2020
Total If Purchased Between 10/31/2020 and 12/30/2020** $106,657.34
**A 10% reinstatement fee will be applied to your renewal if your order is not received by 10/31/2020. This
reinstatement fee is only applicable until 12/30/2020 after which all renewal discounts are forfeited.
To ensure rapid processing of your Purchase Order, please note the following:
•By agreeing to purchase you are accepting the Wonderware West Terms and Conditions attached to this quotation.•If this quotation includes Wonderware products, by agreeing to purchase you are accepting the AVEVA End User
License Agreement.•Shipping Terms: FOB Shipping Point.
•Standard Payment Terms is NET 30.
•This quotation may contain products that are sold on a subscription basis. Subscription products require a purchase
order to cover the full amount of the term of the subscription. Subscriptions will be invoiced on an annual basis and will
be billed against the original purchase order.
As your Certified Wonderware Training Provider, we find that customers who attend training get the most out of their
software investment. To learn more about the classes we offer and see our class schedule, please visit https://wonderwarewest.com/training/
Remittance Address:
Standard Automation & Control, LP
DBA Wonderware West
28373 Network Place
Chicago, IL 60673-1283
Phone: 713-209-8884
DocuSign Envelope ID: 6FCA6BCD-3DCF-4442-81A7-EB6565051B3ADocuSign Envelope ID: 93BE0F7F-88BF-4322-A988-E0B6F4A5EFB6
TERMS AND CONDITIONS OF SALE
(Products, Software and/or Services)
1) Governing Effect of these Terms: An agreement for the sale and purchase of Products, Software and/or Services arises only upon Seller¶s acceptance of the Buyer's order. Seller's
acceptance is expressly made conditional on Buyer's assent to these Terms and Conditions. Any additional or different terms and conditions set forth in the Buyer's order or any similar
communication are objected to and will not be binding upon Seller unless agreed to by it.
2) Definitions:
a) "Seller" means Standard Automation & Control, LP d/b/a Wonderware West.
b) ³Buyer´means the person or company whose order is accepted by the Seller
c) "Products" means equipment, software, components of either and combinations of both, sold by Seller.
d) "Software" means all software and firmware programming routines and documentation thereof included in or supplied for use with, a Product, whether or not such Software was
separately priced.
e) Scope of Work (SOW): means this Services to be performed, which are detailed in the Quotation.
f) "Services" mean services in the nature of installation, repair or maintenance performed by Seller's employees with respect to Products or Software, or which are described in the
Scope of Work of the Quotation.
g) ³Quotation´is a document that a Seller submits to Buyer with a proposed price for the Seller¶s Products, Software and Services based on certain conditions.
3) Prices and Quotations: Prices of Products or Services shall either be based upon Seller's published price lists current at the time, specified in an applicable Quotation or other written
confirmation from Seller or contained in separate contract between Buyer and Seller. Quotations of prices and specifications for Products and Services must be in writing and will expire
on the expiration date indicated on said Quotation, or, if no date is specified, then sixty (60) days after the date of the Quotation. Seller reserves the right to change the prices on its price
list on thirty (30) days¶notice. Quotations are subject to these Terms and Conditions of Sale.
4) Services:
a) In the case of Services, normal working hours are 8:00 AM to 5:00 PM. A "man day" is eight (8) hours¶time, per man, per day during normal working hours. "Time" is on-the-job time,
plus travel time to and from the job. "Time" starts and ends at the office location, unless otherwise agreed upon prior to the start of work. Saturdays, Sundays and Holidays will be
charged at overtime rates. Overtime rates will apply when hours worked in one given day exceeds eight (8) hours. Overtime rate is 1-1/2 times applicable service rate. A minimum
charge of 1/2 days¶time, plus expenses will be charged when work done is under four (4) hours. Travel and living expenses are billed at cost. Automobile travel is billed at the allowable
IRS rate then in effect per mile from office location, which is the point of origin and return, plus any required local travel. For larger jobs extending more than one month, travel and living
expenses will be billed on a monthly basis.
b) Seller will determine which of its employee(s) or subcontractor(s) will be assigned to perform the Services, and when to replace or reassign such employee(s) or subcontractor(s)
during the term of this SOW. If an employee or consultant is unable to complete their assigned work, or if Buyer requests replacement of an employee or consultant, Seller will use
reasonable efforts to replace such employee or consultant with an individual of substantially equivalent qualifications.
c) When performing Services at the premises of Buyer, Seller will comply with applicable health, safety and security regulations of which Seller is informed in writing. Seller employees
or subcontractors reserve the right to refuse to work under hazardous conditions. In case of doubt, mutual agreement must be reached prior to commencement of any Services. Any
protective clothing or equipment required by Buyers regulations shall be provided by Buyer to Seller at Buyer¶s sole cost. Seller¶s performance depends upon Buyer¶s timely and
effective cooperation in connection with the Services, including providing Seller with reasonable facilities, timely access to appropriate data, information, and appropriately skilled Buyer
personnel. Seller will not be liable for any failure to perform the Services, to the extent that the failure is caused by Buyer¶s lack of cooperation. Seller may rely upon the accuracy and
completeness of data, material, and other information furnished by Buyer, without any independent investigation or verification.
d) Buyer shall appoint an employee with technical expertise, resources, and management authority to work with or facilitate Seller in the performance of its Services as defined in the
SOW.
5) Orders and Acceptance of Orders: All orders must be bona fide commitments specifying the Product(s) or Services, requested shipping dates, stipulated quantities and prices. No
order or other commitment shall be binding upon Seller unless and until accepted in writing by an authorized officer of Seller.
6) Taxes: Prices do not include federal, state or local sales, use or other taxes now or hereafter enacted (unless otherwise specifically stated in Seller's acceptance) applicable to the
Product(s) or Services. Such taxes will, in any event, be paid by Buyer unless Buyer provides a proper tax exemption certificate. Should Buyer fail to pay any such taxes and any taxing
authority seeks to collect such taxes from Seller, Buyer agrees, to the extent authorized by the law of the State of Texas, to indemnify Seller and hold it harmless from any such tax and
any and all interest and penalties related thereto. Seller may, in its discretion, add such taxes to the sales price or bill for such taxes separately.
7) Shipments: All Products will be shipped F.O.B. Seller¶s shipping location. In the absence of specific instructions, Seller will select the carrier and, at its discretion, ship "collect" or
prepaid, but shall not be deemed thereby to assume any liability in connection with the shipment nor shall the carrier be construed to be the agent of Seller. Buyer must provide its own
insurance. Title and risk of loss or damage to the Products shall pass from Seller to Buyer upon delivery by Seller to the possession of the carrier. Any claims for loss or damage or
misdelivery shall be filed with the carrier. Products may be delivered in installments. The Buyer will clear the Products for export from the United States and import into the country of
delivery.
8) Delivery Dates: The estimated shipping schedule stated in the Quotation or order acceptance does not constitute a commitment to deliver Products in accordance therewith.
However, Seller will use reasonable efforts to ship on or before the estimated shipping dates indicated. Delay in delivery of any installments will not entitle the Buyer to refuse
acceptance or terminate the agreement. If Buyer refuses to accept delivery, Seller may (without prejudice to other rights) store or dispose of the Products, in which case the Buyer will
pay upon request the amount of any reasonable storage or disposal charges. Missing or damaged items must be reported within 5 days of delivery.
9) Payments and Credit:
a) Payment terms are net thirty (30) days upon approval for credit. All payments are to be made in U.S. Dollars, unless otherwise agreed to in writing by Seller.
b) Method of payment will be as specified in the Quotation or order acceptance, whichever applies. Extensions of credit and time for payment may be subject to limitations and vary, in
Seller's discretion, as determined by (a) type of Product or Service, (b) magnitude of order, and (c) ultimate shipment destination. The amount of credit or terms of payment may be
changed or credit withdrawn at any time. If Buyer fails to pay the price when due, Seller may recover, in addition to the price, interest thereon at the rate of 1 1/2% per month where
lawful, otherwise the maximum lawful monthly interest rate, and reasonable attorney's fees.
c) Time and Material. Unless stated otherwise in the SOW, all Services performed will be rendered on a time and material basis. Fees shall be as described in the Quotation
.
10) Security Interest: Where requested by Seller as a condition of the extension of credit, Buyer agrees to grant Seller a Uniform Commercial Code purchase money security interest in
the Products purchased as security for the performance of Buyer's obligations and to execute such documents to evidence, perfect and enforce said security interest as Seller may
require.
11) Excusable Delays: Seller shall not be liable for any delay in performance of Services or delivery or non-delivery Products, in whole or in part, caused by the occurrence of any
contingency beyond the control either of Seller or its suppliers, including by way of illustration but not limitation, war (whether an actual declaration thereof is made or not), sabotage,
insurrection, riot or other act of civil disobedience, act of a public worry, failure or delay in transportation, act of any government or any agency or subdivision thereof, judicial action,
labor dispute, accident, fire, explosion, flood, storm or other act of God, shortage of labor, fuel, raw material or machinery or technical failure where Seller has exercised ordinary care in
the prevention thereof. If any contingency occurs, Seller may allocate production and deliveries among Sellers customers and shall be entitled to a price adjustment, where equitable, in
addition to extension of the time for performance.
12) Substitutions and Modifications: Seller may modify the specifications of components designed by Seller and incorporated into the Product, provided the modifications do not
adversely affect the performance of the equipment. Seller may furnish suitable substitutes for materials unobtainable because of priorities, or regulations established by government
authority, or non-availability of materials from suppliers.
13) Software: Seller shall at all times retain title to and full ownership of all Software created and supplied by it. Seller grants to Buyer a fully paid license to use the Software with the
Product. Buyer shall have the right to make copies of the Software in any human or machine-readable form only to the extent necessary for the efficient use of the Product. Buyer shall
not remove any statutory copyright notice included in the Software furnished to Buyer and shall reproduce all such notices on all copies of any form including revised, modified, or
translated version made by Buyer, unless otherwise directed by Seller in writing. Buyer shall limit use and access of all Software provided by Seller, and copies thereof, to such of
Buyer's employees as are directly involved in the operation and maintenance of the Product. Buyer shall require its employees not to make any disclosure of such Software or copies,
except as required for the operation and maintenance of the Product. The rights and licenses granted to Buyer with respect to any Software Furnished by Seller may not be assigned or
transferred to another party without the prior written consent of Seller, except that such rights and licenses may be assigned or transferred upon the transfer of the Product to which such
rights and licenses apply and the transferee's acceptance of such Product shall be deemed its agreement to assume and comply with any and all obligations of Buyer with respect to
such Software. When Buyer no longer desires to use the Software, it shall notify Seller in writing and destroy all copies thereof.
Where Seller sells or licenses Software accompanied by a separate Software License, the terms and conditions of the latter will control in the case of any variances with these Terms
and Conditions.
14) Warranties:
a) Equipment: Seller warrants that its equipment will conform to Seller's specifications and shall be free from defects under normal use in material and workmanship for a period of one
year from receipt at destination. No equipment will be accepted for warranty consideration without a specific Return Material Authorization ("RMA") number furnished by Seller in
advance of the return shipment. If equipment or components covered by warranty and assigned a RMA number are returned to the original shipping point, transportation charges and all
other charges including but not limited to custom duties and insurance prepaid, within eighteen (18) months of invoice or twelve (12) months of installation whichever occurs first, and
Seller determines to its satisfaction that the returned items are defective in material or workmanship and such defect was not caused by accident, misuse, neglect, alteration, improper
installation, repair, improper testing or operation, or by improper packing for return, then Seller shall at its option (1) repair or replace the defective parts and ship prepaid to Buyer,
excluding any custom duties and/or import fees etc., which shall be Buyer's responsibility, or (2) credit the account of Buyer for the original cost of the equipment plus original
transportation charges. If Seller elects to repair or replace the defective parts, it shall have a reasonable time to do so. Seller shall not be responsible for failure of its equipment to
perform specified functions or any other non-conformance caused by or attributable to (a) any associated or complimentary equipment, parts or software not furnished by Seller, (b)
misuse, neglect or abuse of, or accident to the Product, use of sub-standard consumables, reasonable wear and tear or operator error, (c) exposure of the Product to conditions beyond
the environmental, power and operating constraints specified by Seller, or (d) installation or wiring practices not in accordance with those recommended by Seller.
b) Software: Seller warrants that any Software accompanying its Products will perform in accordance its software documentation. If, during the period ending ninety (90) days after
delivery, the occurrence of any material error in the Software or any failure of the Software substantially to conform to Seller¶s software documentation that limits or prevents use of the
DocuSign Envelope ID: 6FCA6BCD-3DCF-4442-81A7-EB6565051B3ADocuSign Envelope ID: 93BE0F7F-88BF-4322-A988-E0B6F4A5EFB6
Software by Buyer is promptly reported by the Buyer to Seller, Seller agrees to use its reasonable efforts to correct any such error or failure, but Seller does not warrant that the Software
is free from defects or that all defects can be corrected; further, this warranty shall apply only to those portions of the Software, or its replacement that incorporate all program corrections
and modifications, if any, delivered to Buyer, and provided further that this warranty shall not apply to any error or failure due to the misuse or negligence, incorrect installation or
operation, improper repair or maintenance, the use of sub-standard consumables, of or by any person other than Seller and shall not apply to any Software which has been modified by
any person other than Seller.
c) Services: Seller warrants that the Services performed will be of reasonable and workmanlike quality and conform to generally accepted Services standards. Seller will correct
deficiencies in any deliverable described in the SOW of which Seller is notified by Buyer within thirty (30) days after delivery of Services to Buyer. For this purpose, a "deficiency" is a
substantial and material deviation from the applicable deliverable as defined in the SOW. Such correction by Seller will constitute Buyer¶s sole and exclusive remedy for any such
deficiencies.
d) Non-Seller products or software: Seller warrants products or software supplied by third parties (non-Seller Parties) only to the extent that such non-Seller Parties allow Seller to
transfer to the Buyer the warranties of such non-Seller Parties. Seller will, to the extent permitted, assign to Buyers any such warranties. Buyer's sole remedy for breach of such warranty
shall be the remedy offered by and available from the non-Seller Party, if any. Products or software from non-Seller which are not accompanied by non-Seller Party warranties are sold
on an "AS IS, WHERE IS, WITH ALL FAULTS" basis.
THE FOREGOING WARRANTIES ARE IN LIEU OF ALL OTHER REPRESENTATIONS, WARRANTIES AND COVENANTS, EXPRESS OR IMPLIED, WITH RESPECT TO
PRODUCTS, SOFTWARE AND SERVICES AND ANY DEFECTS THEREIN OF ANY NATURE WHATEVER, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SELLER¶S SOLE AND EXCLUSIVE LIABILITY, AND BUYER'S SOLE AND EXCLUSIVE REMEDY, FOR ANY
NONCONFORMITY OR DEFECT IN THE PRODUCTS, IN TORT (INCLUDING NEGLIGENCE), CONTRACT, OR OTHERWISE, SHALL BE AS SET FORTH IN THIS SECTION AND
SECTION 14.
15) Limitations on Liability: N/A
16) Warranty Termination Upon Buyer Default: Upon the occurrence of any default by Buyer in payment of any portion of the purchase price when due, all warranties and all obligations
of Seller to service the Product or components delivered by Seller to Buyer whether under this transaction or otherwise shall terminate.
17) Patent Infringement: Seller warrants that any Products or Software it manufactures will be free of any rightful claim of another for infringement of any United States patent. Provided
Buyer gives Seller prompt notice in writing of such claim and permits Seller to contest or settle the same through its own counsel, Seller will defend Buyer, or may settle, at its expense,
any suit or proceeding against Buyer based upon a claimed infringement which would result in a breach of this warranty and pay any settlement amounts or damages awarded against
Buyer provided, however, that Seller shall not be liable to the Buyer for any indirect, consequential or incidental damages including but not limited to lost profits. Seller will, at its own
cost, obtain for the Buyer the right to use the Product or Software, or modify it to avoid infringement or reclaim and replace it with a non-infringing Product or Software, or to grant Buyer
a credit for the then value (after reasonable depreciation) of the Product, and accept its return.
The above warranty shall apply neither to any software the warranties of which are solely expressed in a software license accompanying such software nor to any products which are (a)
not of Seller's manufacture, (b) manufactured to Buyer's own design, (c) furnished in conjunction with any other products in a combination not offered by Seller as part of the transaction.
THE FOREGOING STATES THE SOLE AND EXCLUSIVE LIABILITY OF SELLER FOR PATENT INFRINGEMENTS AND IS IN LIEU OF ALL WARRANTIES, EXPRESSED OR
IMPLIED IN REGARD THERETO.
18) Confidential Information: To the extent allowed by the laws of the State of Texas, documentation, data, software, computer applications, and the like, whether in written or machine
readable form, which Seller supplies to the Buyer shall constitute Confidential Information. Buyer agrees not to dissemble or copy any software or computer applications and to take
reasonable measures to ensure the confidentiality of such Confidential Information, including the obtaining of binding agreements to this effect from its employees, and not to disclose
the Confidential Information to any third party, except as may be authorized in writing by Seller. This provision shall not apply to information in the Buyer's legitimate possession prior to
receipt from Seller or information which is or becomes available to the public or becomes general knowledge in the industry, otherwise than through the fault of Buyer. Seller acknowledges that the City of Denton must strictly comply with the Public Information Act, Chapter 552, Texas Government Code in responding to any request for public information related to this Agreement. This obligation supersedes any conflicting provisions of this Agreement. Any portions of material claimed by Seller 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, Texas Government Code.
19) Termination: Orders accepted by Seller may be canceled by Buyer only with the written consent of Seller (which consent Seller may withhold) and upon payment of reasonable
cancellation or restocking charges. Seller shall have the right to cancel any order placed or to refuse, or to delay, the shipment thereof for failure of Buyer to meet promptly payments
due Seller, or any other reasonable requirements established by Seller, or for any acts or omissions of Buyer that delay or impair Seller s performance. In the event of bankruptcy or
insolvency of Buyer, or in the event any proceeding is brought by or against Buyer, voluntarily or involuntarily, under any provision of the Bankruptcy Act or any insolvency law, SELLER
shall be entitled to cancel any order then outstanding, at any time during the period allowed for filing claims against the state, and shall receive reimbursements for its reasonable and
proper cancellation charges. If Seller elects to continue to make shipments under any of the circumstances referenced above, its action shall not constitute a waiver of any default by
Buyer or in any way affect Sellers legal remedies.
20) Applicable Law: The validity, performance and construction of this contract shall be governed by the laws of the State of Texas and the parties expressly disclaim any applicability of
the United Nations Convention on the International Sale of Goods.
21) Government Contract Provisions: If the Product to be furnished under this contract is to be used in the performance of a Government contract or subcontract, the Government
contract number and a statement to this effect shall appear on Buyer's purchase order, and in such event those clauses of the applicable Government procurement regulation which are,
mandatorily required by Federal Statute to be included in Government subcontracts shall be incorporated herein by reference, including, without limitation, the Equal Opportunity clause
specified in 41 CFR Section 60 250.4, and the Affirmative Action For Handicapped Workers clause specified in 41 CFR 60 741.4.
22) Interference with Seller Employees:
a) Buyer shall not interfere with any employment relationship between Seller and any employee of Seller, including offering to employ the employee or engaging the employee as a
consultant of Buyer or any of its affiliates or its other suppliers. The term "employee" includes any person who performs any work for or supplies any services to Seller or for or to its
customers (on behalf of Seller) for wages, including but not limited to under a contract of hire by Seller.
b) In the event that Buyer does interfere with an employment agreement or arrangement between the employee and Seller, including offering to employ the employee or engaging the
employee as a consultant of Buyer or any of its affiliates or its other suppliers, then Buyer shall pay Seller the equivalent amount of that employee's gross wages earned during the six
month period immediately prior to the last date of employment of employee by Seller ("damages") to compensate Seller for its investment in training such employee. Buyer agrees that in
no event will it request or otherwise induce or permit employee to disclose to anyone any of the Confidential Information of Seller.
c) Section 22 shall apply regardless of whether the employee in question had or has a ³covenant not to compete" with Seller.
23) Exports: Any instructions by Buyer for delivery of Products outside the United States shall be deemed a representation and warranty that such instructions correctly specifies the
consignee and correctly describes the ultimate destination of the Products. Buyer agrees to provide such additional information as SELLER may request regarding the identity of the
consignee.
24) Assignment: This contract shall be binding upon and inure to the benefit of the parties and the successor and assigns of the entire business and goodwill of either Seller or Buyer
or of that part of the business of either used in the performance, of this contract, but shall not be otherwise assignable.
25) Complete Agreement Modifications: This contract constitutes the entire agreement between the parties relating to the sale of the Product or the performance of Services and no
addition to or modification of any provision shall be binding Seller unless made in writing and signed by an authorized officer of Seller.
26) Notice: All notices given hereunder shall be in writing, mailed first class, certified or registered, or delivered by hand to the address of other party set forth in the Quotation or to
such other address as such party may designate from time to time by such notice, and shall take effect (a) when mailed, or (b) when received if delivered by hand.
27) Remedies: All Seller rights and remedies whether evidenced hereby or by any other agreement, instrument, or paper shall be cumulative and may be exercised singularly or
concurrently.
28) Seller acknowledges and agrees that the awarding or continuation of this contract is dependent upon the availability of funding. The Buyer’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 Seller. The Buyer will not incur a debt or obligation to pay Seller any amounts the Buyer does not have the current funds available to pay.
29) The Parties expressly agree that no provision of the contract is in any way intended to constitute a waiver by Buyer of any immunities from suit or from liability that the Buyer may have by operation of law
DocuSign Envelope ID: 6FCA6BCD-3DCF-4442-81A7-EB6565051B3ADocuSign Envelope ID: 93BE0F7F-88BF-4322-A988-E0B6F4A5EFB6
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.
Israel Non-Boycott Verification. Vendor 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 Addendum, Vendor certifies that Vendor’s signature provides written verification to City that Vendor: (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.
Foreign Terrorist Organization Prohibition Verification. 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 Addendum, Vendor certifies that Vendor’s signature provides written verification to City that Vendor, pursuant to Chapter 2252, is not ineligible to enter into this Addendum and will not become ineligible to receive payments under the 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.
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, RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE VENDOR OR ITS OFFICERS, SHAREHOLDERS, AGENTS, OR EMPLOYEES INCIDENTAL TO, RELATED TO, AND IN THE
DocuSign Envelope ID: 6FCA6BCD-3DCF-4442-81A7-EB6565051B3ADocuSign Envelope ID: 93BE0F7F-88BF-4322-A988-E0B6F4A5EFB6
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.
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.
VENDOR: CITY OF DENTON
By: By:
Name: Name:
Title: Title:
Date: Date:
DocuSign Envelope ID: 6FCA6BCD-3DCF-4442-81A7-EB6565051B3A
President
Jason Bass
11/16/2020
City Manager
Todd Hileman
12/18/2020
DocuSign Envelope ID: 93BE0F7F-88BF-4322-A988-E0B6F4A5EFB6
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: _______________________________
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY: _______________________________
DocuSign Envelope ID: 6FCA6BCD-3DCF-4442-81A7-EB6565051B3A
Water and Wastewater
Terrance Naulty
Interim Director Water/Wastewater
DocuSign Envelope ID: 93BE0F7F-88BF-4322-A988-E0B6F4A5EFB6
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: 6FCA6BCD-3DCF-4442-81A7-EB6565051B3A
CIQ
STANDARD AUTOMATION & CONTROL LP dba
WONDERWARE WEST
X
11/16/2020
X
X
NA
X
NA
DocuSign Envelope ID: 93BE0F7F-88BF-4322-A988-E0B6F4A5EFB6
Certificate Of Completion
Envelope Id: 6FCA6BCD3DCF444281A7EB6565051B3A Status: Completed
Subject: Please DocuSign: City Council Contract 7475--Wonderware Tech Support
Source Envelope:
Document Pages: 8 Signatures: 6 Envelope Originator:
Certificate Pages: 6 Initials: 1 Crystal Westbrook
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
crystal.westbrook@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
11/10/2020 4:08:19 PM
Holder: Crystal Westbrook
crystal.westbrook@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Crystal Westbrook
crystal.westbrook@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 11/10/2020 4:13:05 PM
Viewed: 11/10/2020 4:13:12 PM
Signed: 11/10/2020 4:14:17 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: 11/10/2020 4:14:19 PM
Viewed: 11/11/2020 7:58:57 AM
Signed: 11/11/2020 8:12:17 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: 198.49.140.10
Sent: 11/11/2020 8:12:19 AM
Viewed: 11/16/2020 3:59:42 PM
Signed: 11/16/2020 4:01:05 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jason Bass
debbie.hineman@wonderwarewest.com
President
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 165.225.34.69
Sent: 11/16/2020 4:01:07 PM
Viewed: 11/16/2020 4:07:23 PM
Signed: 11/16/2020 5:30:13 PM
Electronic Record and Signature Disclosure:
Accepted: 11/16/2020 4:07:23 PM
ID: 6bb54781-d869-4e75-b0c0-1e12043578bb
DocuSign Envelope ID: 93BE0F7F-88BF-4322-A988-E0B6F4A5EFB6
Signer Events Signature Timestamp
Terrance Naulty
terrance.naulty@cityofdenton.com
Interim Director Water/Wastewater
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 11/16/2020 5:30:15 PM
Viewed: 11/16/2020 5:48:47 PM
Signed: 11/16/2020 5:49:13 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: 198.49.140.104
Sent: 11/16/2020 5:49:15 PM
Viewed: 12/18/2020 8:17:53 AM
Signed: 12/18/2020 8:18:03 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 8:18:05 AM
Viewed: 12/18/2020 10:04:23 AM
Signed: 12/18/2020 10:04:31 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 10:04:33 AM
Viewed: 12/21/2020 11:28:15 AM
Signed: 12/21/2020 11:28:53 AM
Electronic Record and Signature Disclosure:
Accepted: 12/21/2020 11:28:15 AM
ID: fc564d8d-a183-412e-8c72-2f858f31182a
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: 11/10/2020 4:14:20 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
DocuSign Envelope ID: 93BE0F7F-88BF-4322-A988-E0B6F4A5EFB6
Carbon Copy Events Status Timestamp
Sherri Thurman
sherri.thurman@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 11/16/2020 5:49:15 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Zolaina Parker
Zolaina.Parker@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 12/21/2020 11:28:55 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Rusty Willard
rusty.willard@cityofdenton.com
Water Rec Superintendent
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 12/21/2020 11:28:56 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 11/10/2020 4:13:05 PM
Certified Delivered Security Checked 12/21/2020 11:28:15 AM
Signing Complete Security Checked 12/21/2020 11:28:53 AM
Completed Security Checked 12/21/2020 11:28:56 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
DocuSign Envelope ID: 93BE0F7F-88BF-4322-A988-E0B6F4A5EFB6
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: Jason Bass, Todd Hileman, Rosa Rios
DocuSign Envelope ID: 93BE0F7F-88BF-4322-A988-E0B6F4A5EFB6
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
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i. decline to sign a document from within your DocuSign account, and on the subsequent
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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: 93BE0F7F-88BF-4322-A988-E0B6F4A5EFB6
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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
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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
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print it, for future reference and access; and
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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: 93BE0F7F-88BF-4322-A988-E0B6F4A5EFB6
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) and by City of Denton
Ethics Code, Ordinance 18-757.
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
DocuSign Envelope ID: 93BE0F7F-88BF-4322-A988-E0B6F4A5EFB6 CIQ
Q-MATION, INC. dba WONDERWARE NORTH
na
X
X
None
10/21/2022
X
X
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
DocuSign Envelope ID: 93BE0F7F-88BF-4322-A988-E0B6F4A5EFB6
Certificate Of Completion
Envelope Id: 93BE0F7F88BF4322A988E0B6F4A5EFB6 Status: Completed
Subject: ***Purchasing Approval*** 7475 Assignment
Source Envelope:
Document Pages: 19 Signatures: 3 Envelope Originator:
Certificate Pages: 5 Initials: 0 Crystal Westbrook
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
crystal.westbrook@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
10/21/2022 1:07:34 PM
Holder: Crystal Westbrook
crystal.westbrook@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Crystal Westbrook
crystal.westbrook@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 10/21/2022 1:10:58 PM
Viewed: 10/21/2022 1:11:53 PM
Signed: 10/21/2022 1:14:26 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Bill Bullotta
bbullotta@wonderwarenorth.com
Vice President
Security Level: Email, Account Authentication
(None)Signature Adoption: Drawn on Device
Using IP Address: 166.196.103.89
Signed using mobile
Sent: 10/21/2022 1:14:28 PM
Viewed: 10/21/2022 1:34:22 PM
Signed: 10/21/2022 1:36:23 PM
Electronic Record and Signature Disclosure:
Accepted: 10/21/2022 1:34:22 PM
ID: 40fd7394-d576-4f20-9faa-063e18f578ad
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: 10/21/2022 1:36:26 PM
Viewed: 10/21/2022 3:48:48 PM
Signed: 10/21/2022 3:48:53 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
Carbon Copy Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 10/21/2022 3:48:55 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 10/21/2022 1:10:58 PM
Certified Delivered Security Checked 10/21/2022 3:48:48 PM
Signing Complete Security Checked 10/21/2022 3:48:53 PM
Completed Security Checked 10/21/2022 3:48:55 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: Bill Bullotta
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.