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2010-206s:\legal\our documents\ordinances\10\docunav extension ordinance.doc ORDINANCE NO. 2010-206 AN ORDINANCE OF THE CITY OF DENTON, TEXAS APPROVING THE EXTENSION OF THE TERM OF A CONTRACT BETWEEN THE CITY OF DENTON, TEXAS AND VP IMAGING DBA DOCUNAV SOLUTIONS (BID NO. 4450) FOR AN ELECTRONIC DOCUMENT ARCHIVING SYSTEM FOR THE PLANNING AND DEVELOPMENT DEPARTMENT; AUTHORIZING THE EXPENDITURE OF FUNDS THEREFOR; PROVIDING A REPEALING CLAUSE; PROVIDING A SEVERABILITY CLAUSE; AND PROVIDING AN EFFECTIVE DATE. WHEREAS, on February 3, 2010, the City of Denton entered into a contract with VP Imaging DBA DocuNav Solutions for an electronic document archiving system (the "Contract") for the Planning and Development Department in an amount not to exceed $186,650, a copy of the Contract is attached hereto as Attachment "A", and incorporated herein for all purposes; and WHEREAS, paragraph V. of the Contract reads as follows: Payments hereunder shall be made to Contractor following city's acceptance of the work and within thirty (30) days of receiving Contractor's invoice for the products and services delivered. Total compensation under this contract shall not exceed the sum of $186,650. Contractor recognizes that this Contract shall commence upon the effective date herein and continue in full force and effect until termination in accordance with its provisions. Contractor and City herein recognize that the continuation of any contract after the close of any given fiscal year of the City of Denton, which fiscal year ends on September 30th of each year, shall be subject to Denton City Council approval. In the event that the Denton City Council does not approve the appropriation of funds for this contract, the Contract shall terminate at the end of the fiscal year for which funds were appropriated and the parties shall have no obligations hereunder. WHEREAS, the City Council of the City of Denton wishes to extend the Contract and hereby approves an extension through the end of the fiscal year, ending on September 30, 2011. NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS SECTION 1. The extension of the Contract between the City of Denton and VP Imaging DBA DocuNav Solutions (Bid No. 4450) through the fiscal year ending September 30, 2011, is hereby approved. SECTION 2. The City Manager, or his designee, is hereby authorized to expend funds in accordance with the Contract. s:\legal\our documents\ordinances\10\docunav extension ordinance.doc SECTION 3. A copy of this ordinance and Attachment "A" shall be maintained on file in the office of the City Secretary. SECTION 4. All ordinances or parts of ordinances in force when the provisions of this ordinance become effective which are inconsistent or in conflict with the terms of provisions contained in this ordinance are hereby repealed to the extent of any such conflict. SECTION 5. If any section, subsection, paragraph, sentence, clause, phrase or word in this ordinance or application thereof to any person or circumstance is held invalid by any court of competent jurisdiction, such holding shall not affect the validity of other provisions or applications, and to this end the provisions of this ordinance are severable. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. PASSED AND APPROVED this the day of '2010. MA A. URR , MAYOR ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY 01 BY: 17 ATTACHMENT A CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND BID NO. 4450 THIS CONTRACT is made and entered into this day of T3~ A.D.. 2010 by and l--X between VP Imaging DBA DocuNav Solutions a corporation, whose address is 5048 Tennyson Parkway, Suite 110, Plano, TX 75024, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: 1. SCOPE OF SERVICES Contractor shall provide all labor, supervision, materials and equipment necessary for designing an integrated electronic data management system for the City of Denton Planning and building Inspections Departments. These products and services shall be provided in accordance with the Specifications for Bid 4450 Imaging Project, a copy of which is attached hereto and incorporated herein as Exhibit "A" (or on file in the office of the Purchasing Agent), and the Contractor's Bid in response thereto, a copy of which is attached hereto and incorporated herein for all purposes as Exhibit "B". The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Specifications for Bid 4450 Imaging Project; (Exhibit "A" or on file in the office of the Purchasing Agent). (b) Contractor's Bid. (Exhibit "B"); (c) Insurance Requirements. (Exhibit "C"); (d) Form CIQ - Conflict of Interest Questionnaire (Exhibit "D"). These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." Bid 4450 Imaging Project for Planning and Building Inspections H. TIME OF COMPLETION Contractor agrees and covenants that all work hereunder shall be complete within N/A cf7 days following notice to proceed from City. Or III. TERM OF CONTRACT The initial term of this Contract shall be determined by mutual agreement of both parties. IV. WARRANTY Contractor warrants and covenants to City that all goods and services provided by Contractor, Contractor's subcontractors, and agents under the Agreement shall be free of defects and produced and performed in a skillful and workmanlike manner and shall comply with the specifications for said goods and services as set forth in this Agreement and the Bid Specifications attached hereto and incorporated herein as Exhibit "A" (or on file in the office of the Purchasing Agent). Contractor warrants that the goods and services provided to City under this Agreement shall be free from defects in material and workmanship, for a period of one (1) year commencing on the date that City issues final written acceptance of the project. V. PAYMENT Payments hereunder shall be made to Contractor following city's acceptance of the work and within thirty (30) days of receiving Contractor's invoice for the products and services delivered. Total compensation under this contract shall not exceed the sum of 186,650. Contractor recognizes that this Contract shall commence upon the effective date herein and continue in full force and effect until termination in accordance with its provisions. Contractor and City herein recognize that the continuation of any contract after the close of any given fiscal year of the City of Denton, which fiscal year ends on September 30th of each year, shall be subject to Denton City Council approval. In the event that the Denton City Council does not approve the appropriation of funds for this contract, the Contract shall terminate at the end of the fiscal year for which funds were appropriated and the parties shall have no further obligations hereunder. VI. PROTECTION AGAINST ACCIDENT TO EMPLOYEES AND THE PUBLIC Contractor shall at all times exercise reasonable precautions for the safety of employees and others on or near the work and shall comply with all applicable provisions of Federal, State, and Municipal safety laws. The safety precautions actually taken and the adequacy thereof shall be the sole responsibility of the Contractor. Contractor shall indemnify City for any and all losses arising out of or related to a breach of this duty by Contractor pursuant to paragraph VIII. INDEMNIFICATION and paragraph IX. COMPLIANCE WITH APPLICABLE LAWS set forth herein. Bid 4450 Imaging Project for Planning and Building Inspections VII. LOSSES FROM NATURAL CAUSES Unless otherwise specified, all loss or damage to Contractor arising out of the nature of the work to be done, or from the action of the elements, or from any unforeseen circumstances in the prosecution of the same, or from unusual obstructions or difficulties which may be encountered in the prosecution of the work, shall be sustained and borne by the Contractor at its own cost and expense. VIII. INDEMNIFICATION Contractor shall release, defend, indemnify and hold the City, its elected officials, officers and employees harmless from and against all claims, damages, injuries (including death), property damages (including loss of use), losses, demands, suits, judgments and costs, including attorney's fees and expenses, in any way arising out of, related to, or resulting from the services provided by Contractor under this Agreement or caused by the negligent act or omission or the intentional act or omission of Contractor, its officers, agents, employees, subcontractors, licensees, invitees or any other third parties for whom Contractor is legally responsible (hereinafter "Claims"). Contractor is expressly required to defend City against all such Claims. In the event the City is a named parry to a suit arising out of the subject matter of this Contract, the City shall have reasonable input into the selection of defense counsel to be retained by Contractor in fulfilling its obligation hereunder to defend and indemnify City. City reserves the right to provide a portion or all of its own defense; however, City is under no obligation to do so. Any such action by City is not to be construed as a waiver of Contractor's obligation to defend City or as a waiver of Contractor's obligation to indemnify City pursuant to this Contract. Contractor shall retain defense counsel within seven (7) business days of City's written notice that City is invoking its right to indemnification under this Contract. If Contractor fails to retain counsel within such time period, City shall have the right to retain defense counsel on its own behalf, and Contractor shall be liable for all costs incurred by City. IX. COMPLIANCE WITH APPLICABLE LAWS Contractor shall at all times observe and comply with all Federal, State and local laws, ordinances and regulations including all amendments and revisions thereto, which in any manner affect Contractor or the work, and shall indemnify and save harmless City against any claim related to or arising from the violation of any such laws, ordinances and regulations whether by Contractor, its employees, officers, agents, subcontractors, or representatives. If Contractor observes that the work is at variance therewith, Contractor shall promptly notify City in writing. X. VENUE The laws of the State of Texas shall govern the interpretation, validity, performance and enforcement of this Contract. The parties agree that this Contract is performable in Denton County, Texas, and that exclusive venue shall lie in Denton County, Texas. Bid 4450 Imaging Project for Planning and Building Inspections XI. ASSIGNMENT AND SUBLETTING Contractor agrees to retain control and to give full attention to the fulfillment of this Contract, that this Contract shall not be assigned or sublet without the prior written consent of City, and that no part or feature of the work will be sublet to anyone objectionable to City. Contractor further agrees that the subletting of any portion or feature of the work, or materials required in the performance of this Contract, shall not relieve Contractor from its full obligations to City as provided by this Contract. XII. INDEPENDENT CONTRACTOR Contractor covenants and agrees that Contractor 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 respondeat 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. XIII. INSURANCE AND CERTIFICATES OF INSURANCE Contractor shall procure and maintain for the duration of the contract insurance coverage as set forth in the Insurance Requirements marked Exhibit "C" attached hereto and incorporated herein by reference. Contractor shall provide a signed insurance certificate verifying that they have obtained the required insurance coverage prior to the effective date of this Contract. XIV. HINDRANCES AND DELAYS No claims shall be made by Contractor for damages resulting from hindrances or delays from any cause during the progress of any portion of the work embraced in this Contract. XV. AFFIDAVIT OF NO PROHIBITED INTEREST Contractor acknowledges and represents it is aware of all applicable laws, City Charter, and City Code of Conduct regarding prohibited interests and that the existence of a prohibited interest at any time will render the Contract voidable. Contractor has executed the Affidavit of No Prohibited Interest, attached and incorporated herein as Exhibit "D". XVI. SEVERABILITY The provisions of this Contract are severable. If any paragraph, section, subdivision, sentence, clause, or phrase of this Contract is for any reason held to be contrary to the law or contrary to any rule or regulation having the force and effect of the law, such decisions shall not affect the remaining portions of the Contract. However, upon the occurrence of such event, either party may terminate this Bid 4450 Imaging Project for Planning and Building Inspections Contract by giving the other party thirty (30) days written notice. XVII. TERMINATION City may, at its option, with or without cause, and without penalty or prejudice to any other remedy it may be entitled to at law, or in equity or otherwise under this Contract, terminate further work under this contract, in whole or in part by giving at least thirty (30) days prior written notice thereof to Contractor with the understanding that all services being terminated shall cease upon the date such notice is received. XVIH. ENTIRE AGREEMENT This Contract and its attachments embody the entire agreement between the parties and may only be modified in writing if executed by both parties. XIX. CONTRACT INTERPRETATION Although this Contract is drafted by City, should any part be in dispute, the parties agree that the Contract shall not be construed more favorably for either party. XX. SUCCESSORS AND ASSIGNS This Contract shall be binding upon the parties hereto, their successors, heirs, personal representatives and assigns. XXI. HEADINGS The headings of this Contract are for the convenience of reference only and shall not affect in any manner any of the terms and conditions hereof. XXII. RIGHT TO AUDIT The OWNER shall have the right to audit and make copies of the books, records and computations pertaining to this agreement. The CONTRACTOR shall retain such books, records, documents and other evidence pertaining to this agreement during the contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within 10 business days of written request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to this agreement, and to allow the OWNER similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the OWNER unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the CONTRACTOR which must be payable within five business days of receipt of an invoice. Bid 4450 Imaging Project for Planning and Building Inspections Failure to comply with the provisions of this section shall be a material breach of this contract and shall constitute, in the OWNER'S sole discretion, grounds for termination thereof. Each of the terms "books" "records" "documents" and "other evidence" as used above shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. Bid 4450 Imaging Project for Planning and Building Inspections IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTORBY: ~~Pl OWNER (SIGN-ATURE) Date: I - ; -'Zo ~0 Name: Cow A - t3 ~J Title: ~~-kj MAILING ADDRESS NCO ?~00 - Z5 2'-:> PHONE NUMBER FAX NUMBER PRINTED NAME CITY OF D NT S BY: CITY MANAGER DATE: DEPARTMENTAL APPROVAL APPROVED AS TO LEGAL FORM ANITA BURGESS, CITY ATTORNEY BY: DATE: ?A0 Bid 4450 Imaging Project for Planning and Building Inspections