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HomeMy WebLinkAbout2000-086ORDINANCE NO AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH INTELLISYS GROUP, INC FOR THE DESIGN AND INSTALLATION OF A STREAMING MEDIA SYSTEM AND RELATED SERVICES AS SET FORTH IN THE CONTRACT, PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE (PROFESSIONAL SERVICES AGREEMENT (PSA) 2458 — DESIGN AND INSTALLATION OF A STREAMING MEDIA SYSTEM AND RELATED SERVICES AWARDED TO INTELLISYS GROUP, INC IN THE AMOUNT OF $170,279) THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION I That the City Manager is hereby authorized to enter into a professional service contract with Intellisys Group, Inc for the Design and Installation of a streaming media systems and related services for the City of Denton, a copy of which is attached hereto and incorporated by reference herein SECTION II That the City Manager is authorized to expend funds as required by the attached contract SECTION III That this ordinance shall become effective immediately upon its passage and approval PASSED AND APPROVED this the � day of , 2000 ATTEST JENNIFER WALTERS, CITY SECRETARY B� APPROVED AS TO LEGAL FORM HERBERT L-WUTY, CITY ATTORNEY BY �`"+✓ PSA .-. - CONT TUA OR ROFESSIONAL SERVICES ORDINANCE -2000 DESIGNBUILD PURCHASE AND PROFESSIONAL SERVICES AGREEMENT FOR STREAMING MEDIA SYSTEM STATE OF TEXAS COUNTY OF DENTON THIS AGREEMENT is made and entered into as of the 7 day of March , 2000, by and between the City of Denton, Texas, a Texas municipal corporation, with its principal office at 215 East McKinney Street, Denton, Denton County, Texas 76201, hereinafter called "CITY" and Intelhsys Group, Inc, a Delaware corporation, with its corporate office at 140 East Dana Street, Mountain View, CA 94041, hereinafter called "CONTRACTOR," acting herein, by and through their duly authorized representatives WITNESSETH, that in consideration of the covenants and agreements herein contained, the parties hereto do mutually agree as follows ARTICLE I DEFINITIONS A Software The term "Software" shall mean the computer program in object code only and any user manuals The term "Software" includes any correction bug fixes, enhancements, updates or other modifications, including custom modifications, to such computer program and user manuals B System The term "System" shall mean all hardware and software provided to CITY by CONTRACTOR under the terms of this Contract ARTICLE II EMPLOYMENT OF CONTRACTOR CITY hereby contracts with the CONTRACTOR, as an independent contractor, and the CONTRACTOR hereby agrees to perform the services herein in connection with the Project as stated in the sections to follow, with diligence and in accordance with the lughest professional standards customarily obtained for such services in the State of Texas The professional services set out herein are in connection with the following described project The Project shall include, without limitation, CONTRACTOR's design, component selection, sale, assembly and installation of a streaming media system as further described herein All services, hardware and software provided under the terns of this Contract are to conform in every respect to Article III ARTICLE III SCOPE OF SERVICES CONTRACTOR shall perform the following services in a professional manner A CONTRACTOR shall perform all those services as necessary and as described in the following scope of services 1. Systems Implementation CONTRACTOR will provide a complete streaming media System, to include equipment and materials, submittals, testing, training and warranty The System shall be designed such that a CITY employee receiving training provided by CONTRACTOR would be able to easily operate the System to perform all intended functions without major modification Installation includes engineering, labor and hardware for display, audio, video, control systems and related equipment rack, equipment mounting, plates, panels, connectors, and cables, including 2. Scope of Work: a. Installation of Analog Distribution and Source Switching System- The first order of business is to install a analog audio/video distribution and switching system and equipment rack in the City Council Chambers video control room A single distribution amplifier will be inserted into the signal path directly in front of the existing Cable Television head end modulator The signal will be distributed and routed back to the Cable TV head end as well as a new matrix switcher The audio/visual matrix switcher will be the selection point for all sources that feed the encoding stations Analog signals from up to 7 other sources may be routed through this switcher in the future (VTR, VHS, Beta, DVD, Other Live Feeds) If other analog audio/video sources (in addition to the existing Cable Television feed) are desirable and available for dedicated use within this single equipment rack space at time of installation, CONTRACTOR will provide connections from this additional equipment to the matrix switcher This capability will be useful for routing audio/video sources (other than the live Cable TV feed) for encoding off line for storage and retrieval on demand If additional sources or distribution equipment are purchased from CONTRACTOR for this purpose before installation commences, these sources will be incorporated into the system with no additional labor charges b. Installation of Live Mpeg Streaming Center- A live MPEG streaming device will be installed in the same vertical rack space as the matrix switcher The MPEG streaming device will take one of the analog audio/video outputs from the matrix switcher as an input signal The MPEG encoding device will output an MPEG stream over a single 100T connection to be provided by customer c Installation of QmckTime Encoding Center- A live QuickTime Streaming Macintosh computer will be installed in the same vertical rack Agreement between City of Denton And Intelhsys Group — Page 2 of 16 space as the matrix switcher The QuickTime streaming device will take one of the analog audio/video outputs from the matrix switcher as an input signal The Quicklime device will output a QuickTime stream over a single 100T connection to be provided by customer d. Installation of REAL G2 Encoding Center- A NT Server with REAL G2 encoding hardware and software will be installed in the same vertical rack space as the matrix switcher The REAL G2 streaming device will take one of the analog audio/video outputs from the matrix switcher as an input signal The REAL G2 device will output a REAL G2 stream over a single 100T connection to be provided by customer e Installation of Monitor and Switching- A single rack mount monitor and 2 keyboard/mouse trays will be provided for installation in the same rack space as the Encoding devices The monitor will be capable of switching between the two computer sources f Installation of SGI Origin200 Server Hardware- One SGI Origin 200 server with 256mb of RAM, 2 processors and 100G of disk space will be installed in either the same rack as the matrix video switcher or rack space in computer server room to be supplied by customer g Installation of Media Base Software- Media Base software will be installed on the SGI Origin 200 server The Media Base software will enable the capture of live digital video streams to file or distribution over enabled networks provided by customer The platform will serve 100 simultaneous Intranet, Extranet, WAN, and LAN clients Licensing for more client connections is available from CONTRACTOR at an additional charge at the time of installation without added installation costs h Installation REAL Server Software- REAL Video Server software will be installed on the SGI Origin 200 server This 100 seat server license will enable G2 streams to be served from the SGI Media Base platform to 100 simultaneous client connections i Customer Training- The customer will be trained extensively by CONTRACTOR and its designated training resources on the SGI Origin 200 platform, Media Base, G2 Encoding and REAL Server, QuickTime encoding and MPEG encoding machines An advanced level of UNIX, Macintosh, NT and Networking proficiency will be assumed Each device has its own personality and technical requirements These issues will be addressed in the training 3. Customer Assistance- CONTRACTOR will provide customization services to the Media Base platform A single Graphic Logo of CITY's choosing will be added to the dynamic web pages of the Media Base platform to personalize the web pages for an Agreement between City of Denton And Intellisys Group — Page 3 of 16 enhanced client experience CONTRACTOR will provide CITY assistance in the development of a log file export routine CITY will be responsible for any and all third party costs associated with the development of such a routine B CONTRACTOR shall perform all those services set forth in individual task orders which shall be attached to this Agreement and made a part hereof for all purposes as separate agreements C If there is any conflict between the terms of this Agreement and the exhibits attached to this Agreement, the terms and conditions of this Agreement will control over the terms and conditions of the attached exhibits or task orders ARTICLE IV PERIOD OF SERVICE This Agreement shall become effective upon execution of this Agreement by the CITY and the CONTRACTOR, and upon issue of a notice to proceed by the CITY, and shall remain in force for the period which may reasonably be required for the completion of the Project, including Additional Services, if any, and any required extensions approved by the CITY This Agreement may be sooner terminated in accordance with the provisions hereof Time is of the essence in this Agreement The CONTRACTOR shall make all reasonable efforts to complete the services set forth herein as expeditiously as possible and to meet the schedule established by the CITY, acting through its City Manager or his designate ARTICLE V COMPENSATION A COMPENSATION TERMS BILLING AND PAYMENT For and in consideration of the professional services to be performed by the CONTRACTOR herein, the CITY agrees to pay, based on the costs copied below from CONTRACTOR's proposal, a total flat fee not to exceed $170,279 Schedule Of Values Live RealNetworks G2 Streaming Center - $9,498 Live MPEG Streaming Center - 10,257 Expedited Analog Distribution System - 4,300 100 Seat Low Bit Rate Media Distribution Server, Web Server Catalog Center and Storage Solution - 89,898 *ProPlusTM Platinum 1 Year Onsite Maintenance - $19,234 Live Quick Time Streaming Hardware - $10,999 Installation - 26,093 System Total $170,279 Agreement between City of Denton And Intellisys Group — Page 4 of 16 Partial payments to the CONTRACTOR will be made on the basis of detailed statements rendered to and approved by the CITY through its City Manager or his designate, however, under no circumstances shall any statement for services exceed the value of the work performed at the time a statement is rendered The CITY may withhold the final ten percent (10%) of the contract amount until completion of the Project Nothing contained in this Article shall require the CITY to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or his designate, or which is not submitted in compliance with the terms of this Agreement The CITY shall not be required to make any payments to the CONTRACTOR when the CONTRACTOR is in default under this Agreement It is specifically understood and agreed that the CONTRACTOR shall not be authorized to undertake any work pursuant to this Agreement which would require additional payments by the CITY for any charge, expense, or reimbursement above the maximum "not to exceed" fee as stated, without first having obtained written authorization from the CITY The CONTRACTOR shall not proceed to perform the services listed below in Subparagraph B as "Additional Services," without obtaining prior written authorization from the CITY B ADDITIONAL SERVICES For additional services authorized in writing by CITY, CONTRACTOR shall be paid based on the Schedule of Charges at an hourly rates shown below Payments for additional services shall be due and payable upon submission by the CONTRACTOR Statements for additional services shall not be submitted more frequently than monthly Labor rate quotations for basic and conditional additional services are based on standard working hours, Monday -Friday, 8am-5pm Overtime charges are assessed as applicable CONTRACTOR's labor rates will be invoiced within the following range a Project Director $125-$150/hour b Project Designer $80-$100/hour c Project Engineer $80-$100/hour d Project Manager $50-$80/hour e Project Technician $45-$70/hour f Field Service Engineer $80-$100/hour g Field Installation Technician $50-$70/hour This Agreement is based on CONTRACTOR's standard labor rates at the job site location for the Project for an eight (8) hour day, forty (40) hour week, or such shorter work period as may be established If CITY orders, and authorizes in writing, overtime work, which requires premium pay (1-1/2x standard), Agreement between City of Denton And Intellisys Group — Page 5 of 16 CONTRACTOR shall be entitled to add such premium to the Contract Price, plus a fifteen percent (15%) cost for reasonable overhead and profit ARTICLE VII LICENSE A Grant of License CONTRACTOR grants CITY (or, in the case of software created by third parties, transfers to CITY) pursuant to the terms and conditions of this Contract, a nonexclusive license to use all Software ARTICLE VIII TESTING AND ACCEPTANCE A At its sole option, CITY may elect to subject the System to a series of umt, System and final acceptance testing by CITY personnel prior to acceptance of the System CITY shall be allowed a minimum thirty (30) day period for acceptance testing Such acceptance tests shall be conducted in situ upon installation in order to determine whether System performs according to the functions, specifications and descriptions set forth in the proposal and Contract documents Additionally, such testing may be conducted to ensure that environment, System can be effectively utilized in CITY's operating business 2 the various components of the System operate as specified, 3 the System will be capable of functioning without any major impact on the current operating environment, the System is capable of running on a variety of data without failure, and the System meets the runtimes required by CITY B. CITY's Rights Upon Termination After Failure of Warranty Process Upon CITY's termination of this Contract after failure of the acceptance tests, CITY shall promptly return Software and Hardware to CONTRACTOR and shall have the right to receive prompt reimbursement of all payments made to CONTRACTOR under this Contract ARTICLE IX TRAINING CONTRACTOR shall provide, during , a O-day training program at no charge to CITY at CITY's site for up to �) employees of CITY Agreement between City of Denton And Intelhsys Group — Page 6 of 16 ARTICLE X WARRANTIES A Warranty of Title CONTRACTOR warrants that it holds title and/or copynght to all Software and its associated MODULES licensed and delivered pursuant to this Contract, or in the event that any licenses to the Software are held by a thud party, that a license sufficient to secure CITY's expected use of the Software will be transferred to CITY B Application Software Warranty CONTRACTOR warrants that its Software will perform free of defects that would prevent the System from operating in the manner descnbed in the Contract documents and any other related user documentation for the version installed This Warranty shall commence upon date of acceptance by CITY of the System C Year 2000 Warranty CONTRACTOR warrants that each hardware, software, and firmware product delivered under this contract shall, as a system, be able to accurately process date data (including, but not limited to, calculating, companng, and sequencing) from, into, and between the twentieth and twenty-first centunes, including leap year calculations, when used in accordance with the product documentation provided by CONTRACTOR, provided that all other interfaces (e g , hardware, software, firmware) used in combination with such product properly exchange date data with it Notwithstanding any provision to the contrary, the remedies available to CITY under this warranty shall include repair or replacement of any CONTRACTOR -supplied product whose non-compliance is discovered and made known to CONTRACTOR in wnting Nothing in this warranty shall be construed to limit any nghts or remedies CITY may otherwise have under the contract with respect to defects other than Year 2000 performance C Additional Warranties Included within the flat fee compensation is one year of the Intellysis Group ProPlus enhanced warranty described below from CONTRACTOR's Proposal This premium level maintenance agreement (one year) adds the following features to our standard Warranty coverage including • Unlimited service calls, guaranteed 24-hour on -site response (Monday - Friday) and two (2) hour telephone response time • Manufacturer's parts and labor warranties extended • Four (4) preventative maintenance calls per year • 15% discount off repair and replacements parts • 20% discount off Intellisys Group rental equipment • Quarterly logbook repair and performance reports • Free Software Upgrades Agreement between City of Denton And Intelhsys Group — Page 7 of 16 ARTICLE XI OBSERVATION AND REVIEW OF THE WORK CONTRACTOR shall exercise reasonable care and due diligence in discovering and promptly reporting to the CITY any defects or deficiencies in the work of CONTRACTOR or any subcontractors or subconsultants ARTICLE XII OWNERSHIP OF DOCUMENTS All documents prepared or furnished by CONTRACTOR (and CONTRACTOR's subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and shall become the property of CITY upon the termination of this Agreement CONTRACTOR is entitled to retain copies of all such documents The documents prepared and furnished by CONTRACTOR are intended only to be applicable to this Project, and CITY's use of these documents in other projects shall be at CITY's sole risk and expense In the event CITY uses any of the information or materials developed pursuant to this Agreement in another project or for other purposes than specified herein, CONTRACTOR is released from any and all liability relating to their use in that project ARTICLE XIII INDEPENDENT CONTRACTOR CONTRACTOR covenants and agrees that it is an independent contractor and not an officer, agent, servant or employee of CITY, that CONTRACTOR shall have exclusive control of and exclusive right to control the details of the work performed hereunder and all persons performing same, and shall be responsible for the acts and omissions of its officers, agents, employees, contractors, subcontractors and consultants, that the doctrine of respondent superior shall not apply as between CITY and CONTRACTOR, its officers, agents, employees, contractors, subcontractors and consultants, and nothing herein shall be construed as creating a partnership or joint enterprise between CITY and CONTRACTOR ARTICLE XIV INDEMNITY AGREEMENT CONTRACTOR shall indemnify and save and hold harmless CITY and its officers, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees incurred by CITY, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the CONTRACTOR or its officers, shareholders, agents, or employees in the execution, operation, or performance of this Agreement CONTRACTOR shall indemnify, defend and hold harmless CITY from and against any claims, including reasonable legal fees and expenses, based upon infringement of any United States copyright trademark or patent by the Software or any other System component CITY agrees to notify CONTRACTOR of any such claim promptly in writing CITY agrees to Agreement between City of Denton And Intellisys Group — Page 8 of 16 cooperate fully with CONTRACTOR during such proceedings CONTRACTOR shall defend and settle at its sole expenses all proceedings ansing out of the foregoing In the event of such mfnngement, CONTRACTOR may replace, in whole or in part, Software or any other System component with a substantially compatible and functionally equivalent product, or modify the Software or System component to avoid the infringement Nothing in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved ARTICLE XV INSURANCE During the performance of the services under this Agreement, CONTRACTOR shall maintain the following insurance with an insurance company licensed to do business in the State of Texas by the State Insurance Commission or any successor agency that has a rating with Best Rate Carriers of at least an A- or above A Comprehensive General Liability Insurance with bodily injury limits of not less than $500,000 for each occurrence and not less than $500,000 in the aggregate, and with property damage limits of not less than $100,000 for each occurrence and not less than $100,000 in the aggregate B Automobile Liability Insurance with bodily injury limits of not less than $500,000 for each person and not less than $500,000 for each accident, and with property damage limits of not less than $100,000 for each accident C Worker's Compensation Insurance in accordance with statutory requirements, and Employers' Liability Insurance with limits of not less than $100,000 for each accident D Professional Liability Insurance with limits of not less than $1,000,000 annual aggregate E CONTRACTOR shall furnish insurance certificates or insurance policies at the CITY's request to evidence such coverages The insurance policies shall name the CITY as an additional insured on all such policies, and shall contain a provision that such insurance shall not be canceled or modified without thirty (30) days prior written notice to CITY and CONTRACTOR In such event, the CONTRACTOR shall, prior to the effective date of the change or cancellation, serve substitute policies furnishing the same coverage F CONTRACTOR hereby waives subrogation rights for loss or damage to the extent same are covered by insurance Insurers shall have no right of recovery or subrogation against CITY, it being the intention that the insurance policies shall protect all parties to the Contract and be primary coverage for all losses covered by the policies, Agreement between City of Denton And Intellisys Group — Page 9 of 16 G Companies issuing the insurance policies and CONTRACTOR shall have no recourse against CITY for payment of any premiums or assessments for any deductible, as all such premiums and deductibles are the sole responsibility and risk of CONTRACTOR H Approval, disapproval or failure to act by CITY regarding any insurance supplied by CONTRACTOR (or any subcontractors) shall not relieve CONTRACTOR of full responsibility or liability for damages and accidents as set forth in the Contract documents Neither shall the insolvency or denial of liability by the insurance company exonerate CONTRACTOR from liability ARTICLE XVI ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any disputes under this Agreement by submitting the dispute to arbitration or other means of alternate dispute resolution, such as mediation No arbitration or alternate dispute resolution ansing out of or relating to this Agreement, involving one party's disagreement, may include the other party to the disagreement without the other's approval ARTICLE XVII TERMINATION OF AGREEMENT A Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days advance written notice to the other party CONTRACTOR and CITY herein recognize that the continuation of this Contract after the close of any given fiscal year of CITY, which fiscal year ends on September 30`h of each year, shall be subject to Denton City Council approval and availability of funds B This Agreement may be terminated in whole or in part in the event of either party substantially failing to fulfill its obligations under this Agreement No such termination will be effective unless the other party is given (1) written notice (delivered by certified mail, return receipt requested) of intent to terminate and setting forth the reasons specifying the non-performance, and not less than thirty (30) calendar days to cure the failure, and (2) an opportunity for consultation with the terminating party prior to termination C If the Agreement is terminated prior to completion of the services to be provided hereunder, CONTRACTOR shall immediately cease all services and shall render a final bill for services to the CITY within thirty (30) days after the date of termination Unless termination is for cause related to the action of CONTRACTOR, CITY shall pay CONTRACTOR for all services properly rendered and satisfactorily performed and for reimbursable expenses to termination incurred prior to the date of termination Should the CITY subsequently contract with a new contractor for the continuation of services on the Project, CONTRACTOR shall cooperate in providing information The CONTRACTOR shall turn over all documents prepared or furnished by CONTRACTOR Agreement between City of Denton And Intellisys Group — Page 10 of 16 pursuant to this Agreement to the CITY on or before the date of termination, but may maintain copies of such documents for its use ARTICLE XVIII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the CITY shall not constitute, nor be deemed a release of the responsibility and liability of the CONTRACTOR, its employees, associates, agents, subcontractors, and subconsultants for the accuracy and competency of their designs or other work, nor shall such approval be deemed to be an assumption of such responsibility by the CITY for any defect in the design or other work prepared by the CONTRACTOR, its employees, subcontractors, agents, and consultants ARTICLE XIX NOTICES All notices, communications, and reports required or permitted under this Agreement shall be personally delivered or mailed to the respective parties by depositing same in the United States mail to the address shown below, certified mail, return receipt requested, unless otherwise specified herein Marled notices shall be deemed communicated as of three (3) days after mailing To CONTRACTOR To CITY City of Denton City Manager 215 East McKinney Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or within three (3) days after mailing ARTICLE XX ENTIRE AGREEMENT Entire Agreement This Contract embodies the complete agreement of the parties hereto and supersedes all prior or contemporaneous offers, promises, representations, negotiations, discussions, communications, and agreements which may have been made in connection with the subject matter hereof and, except as otherwise provided herein, cannot be modified without written agreement of the parties This contract supersedes all shnnk-wrap and `click to accept" provisions otherwise provided by CONTRACTOR ARTICLE XXI SEVERABILITY If any provision of this Agreement is found or deemed by a court of competent jurisdiction to be invalid or unenforceable, it shall be considered severable from the remainder of Agreement between City of Denton And Intellisys Group — Page 11 of 16 this Agreement and shall not cause the remainder to be invalid or unenforceable In such event, the parties shall reform this Agreement to replace such stricken provision with a valid and enforceable provision which comes as close as possible to expressing the intention of the stricken provision ARTICLE XXII COMPLIANCE WITH LAWS The CONTRACTOR shall comply with all federal, state, and local laws, rules, regulations, and ordinances applicable to the work covered hereunder as they may now read or hereinafter be amended ARTICLE XXIII DISCRIMINATION PROHIBITED In performing the services required hereunder, the CONTRACTOR shall not discriminate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or disability ARTICLE XIV PERSONNEL A CONTRACTOR represents that it has or will secure, at its own expense, all personnel required to perform all the services required under this Agreement Such personnel shall not be employees or officers of, or have any contractual relations with the CITY CONTRACTOR shall mform the CITY of any conflict of interest or potential conflict of interest that may anse during the term of this Agreement B All services required hereunder will be performed by CONTRACTOR or under its supervision All personnel engaged in work shall be qualified, and shall be authorized and permitted under state and local laws to perform such services ARTICLE XXV ASSIGNABILITY CONTRACTOR shall not assign or otherwise transfer any right or interest in this Contract, in the System, or any of components of the System, in whole or in part, to anyone, including any parent, subsidiaries, affiliated entities or third parties, or as part of the sale of any portion of its business, or pursuant to any merger, consolidation or reorganization, including by operation of law, without the other party's prior written consent ARTICLE XVI MODIFICATION No waiver or modification of this Agreement or of any covenant, condition, or limitation herein contained shall be valid unless in writing and duly executed by the party to be charged therewith, and no evidence of any waiver or modification shall be offered or received in evidence Agreement between City of Denton And Intellisys Group — Page 12 of 16 in any proceeding arising between the parties hereto out of or affecting this Agreement, or the rights or obligations of the parties hereunder, and unless such waiver or modification is in writing and duly executed, and the parties further agree that the provisions of this section will not be waived unless as set forth herein ARTICLE XVII MISCELLANEOUS A The following exhibits are attached to and made a part of this Agreement (NONE) B CONTRACTOR agrees that CITY shall, until the expiration of three (3) years after the final payment under this Agreement, have access to and the right to examine any directly pertinent books, documents, papers, and records of the CONTRACTOR involving transactions relating to this Agreement CONTRACTOR agrees that CITY shall have access during normal working hours to all necessary CONTRACTOR facilities and shall be provided adequate and appropriate working space in order to conduct audits in compliance with this section CITY shall give CONTRACTOR reasonable advance notice of intended audits C Governing Law This Contract is entered into subject to the Denton City Charter and ordinances of CITY, as they may be amended from time to time, and is subject to and is to be construed, governed and enforced under all applicable State of Texas and federal laws If legal action is necessary to enforce tlus Contract, venue shall he exclusively in the courts of Denton County, Texas D For the purpose of this Agreement, the key persons who will perform most of the work hereunder shall be Terrell Coble and Eric Bailey However, nothing herein shall limit CONTRACTOR from using other qualified and competent members of its firm to perform the services required herein E CONTRACTOR shall commence, carry on, and complete any and all projects with all applicable dispatch, in a sound, economical, and efficient manner and in accordance with the provisions hereof In accomplishing the projects, CONTRACTOR shall take such steps as are appropriate to ensure that the work involved is properly coordinated with related work being carried on by the CITY F The CITY shall assist the CONTRACTOR by placing at the CONTRACTOR's disposal all available information pertinent to the Project, including previous reports, any other data relative to the Project, and arranging for the access thereto, and make all provisions for the CONTRACTOR to enter in or upon public and private property as required for the CONTRACTOR to perform services under this Agreement G The captions of this Agreement are for informational purposes only, and shall not in any way affect the substantive terms or conditions of this Agreement Agreement between City of Denton And Intellisys Group — Page 13 of 16 H Force Majeure Neither party shall be in default or otherwise liable for any delay in or failure of its performance under this Contract if such delay or failure arises by any reason beyond its reasonable control, including any act of God, any acts of the common enemy, the elements, earthquakes, floods, fires, epidemics, nots or failures or delay in transportation or communications The parties will promptly inform and consult with each other as to any of the above causes, which in their judgment may or could be the cause of a delay in the performance of this Contract I Remedies No right or remedy granted herein or reserved to the parties is exclusive of any right or remedy herein by law or equity provided or permitted, but each shall be cumulative or every right or remedy given hereunder No covenant or condition of tlus Contract may be waived without consent of the parties Forbearance or indulgence by either party shall not constitute a waiver of any covenant or condition to be performed pursuant to this Contract J Read and Understood Each party acknowledges that it has read and understands this Contract and agrees to be bound by its terms K Construction of Contract Both parties have participated fully in the review and revision of this Contract Any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not apply to the interpretation of this Contract IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONTRACTOR has ex cuted this Agr ement hrough its duly authorized undersigned officer on this the day of 2000 CITY OF DENTON, TEXAS r � VAICHAE W TY MANAGER ATTEST JENNIFER WALTERS, CITY SECRETARY BY , Agreement between City of Denton And Intellisys Group — Page 14 of 16 APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY WITNESS m THE STATE OF TEXAS Acknowledgment COUNTY OF DENTON BEFORE ME, the undersi e'd authority, a Notary Public in and for the State of Texas, on this day personally appeared 9H taeA&Hp.#jknown to me to be the person and officer whose name is subscribed to the foregoi instrument, a✓� an a 1�n1 w}e�dg d to me that he executed same for and as the act and deed of I of z n e 1115 5 (S7 ro wand as thereof, and for the purposes and consideration therein expressed and in the capacity therein expressed GIVEN UNDER V9-G > MY HAND AND SEAL OF OFFICE on this the2i7Kday of My Commission Expires /O - 21 r 749101 LOU H. KRYDER NOTARY PClsue NotarPub ic, t t yof C xis Notary's Printed Name rL— THE STATE OF TEXAS City Acknowledgment COUNTY OF DENTON BEFORE ME, the undersigned authority, a Notary Public in and for the State of Texas, on this day personally appeared MICHAEL W JEZ, known to me to be the person and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he executed same for and as the act and deed of the CITY OF DENTON, TEXAS, a municipal corporation of the State of Texas, Denton County, Texas, and as the City Manager thereof, and for the purposes and consideration therein expressed and in the capacity therein expressed GIVEN UNDER MY HAND AND SEAL OF OFFICE on this the % f` day of l a� — 2000 My Commission Expires F JENNIFER K WALTERS Notary Public Stare of Texas bly C.nmm,xa,on Expires Ij� December 19, 2002