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RFP
NUMBER VENDOR
6570 Questica, Tnc. $351,918
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authorized to execute the written contract; provided that the written contract is in accordance with
the terms, conditions, speciiications, standards, quantities and specified sums contained in the
Proposal and related documents herein approved and accepted.
SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of Denton
under RFP 6570 to the City Manager of the City of Denton, Texas, or his designee.
SECTION 5. By the acceptance and approval of the above enumerated proposals, the City
Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with
the approved bids.
SECTION 6. This ordinance shall become effective immediately upon its passage and
The m al.
approv
otionto��7���a���this�r�c�r�r�����cc�was heodinanc �����°�����:'ass ���'�'��-�. ...���..� _andsecondedby
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� � � � p. � ,, � � � � � �,y,�� __ , e was p �'d and approved by the following
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wr�at�.�' _ d � f : '
Aye Nay Abstain Absent
Mayor Chris Watts; �'�����°°"'�
Gerard Hudspeth, District 1: u'
Keely G. Briggs, District 2: ��n�'`��
Don Duff, District 3:
John Ryan, District 4: ����'�
Deb Armintor, At Large Place 5: _��°'"��
Paul Meltzer, At Large Place 6: ��°""�
PASSED AND APPROVED this the �` ��y�'"' �e day of �"�� ��_����� �����",,��� _ , 2018.
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CHRI� ""�" � l`"1� �, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
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APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
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DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND QUESTICA, INC.
(CONTRACT 6570)
THIS CONTRACT is made and entered into this date ______________________, by and
between QUESTICA, INC. (Registered as Fraser Burlington, Inc. in Texas), a corporation
incorporated under the laws of Ontario, Canada, whose address is 980 Fraser Drive, Unit 105,
Burlington, Ontario, L7L 5P5, hereinafter referred to as "Contractor," and the CITY OF
DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be
effective upon approval of the Denton City Council and subsequent execution of this Contract by
the Denton City Manager or his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Supplier shall provide products and/or services in document
RFP 6570 Supply of Turnkey Budget Software Solutions, a copy of which is on file at the office
of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written
agreement and the following items which are attached hereto and incorporated herein by reference:
(a) Special Terms and Conditions
(b) RFP 6570 (on File at the Office of the Purchasing
Agent);
(c) City of Denton Standard Terms and Conditions C;
(d) Insurance Requirements D
(e) Certificate of Interested Parties Electronic Filing (Exhibit "E");
(f) (Exhibit "F");
(g) License and Service Agreement and Scope of Work G
(h) House Bill 89 Verification H;
(i) Senate Bill 252 Certification I;
(j) Form CIQ Conflict of Interest Questionnaire (Exhibit "J");
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
The parties agree to transact business electronically. Any statutory requirements that certain terms
be in writing will be satisfied using electronic documents and signing. Electronic signing of this
document will be deemed an original for all legal purposes.
Contract # 6570
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IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
CONTRACTOR
BY: ______________________________
AUTHORIZED SIGNATURE
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
Date:_______________________________
as to financial and operational
obligations and business terms.
Name:______________________________
Title: _______________________________
_______________________________
SIGNATURE PRINTED NAME
___________________________________
PHONE NUMBER
__________________________________
TITLE
___________________________________
EMAIL ADDRESS
__________________________________
DEPARTMENT
___________________________________
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
CITY OF DENTON, TEXAS
ATTEST:
JENNIFER WALTERS, CITY SECRETARY BY:
TODD HILEMAN
CITY MANAGER
BY: __________________________________ Date:
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY: __________________________________
Contract # 6570
DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273
Exhibit A
Special Terms and Conditions
1. Total Contract Amount
The contract total for goods and services shall not exceed $351,918. Unit pricing for goods shall
include delivery costs, F.O.B. Destination. Pricing shall be per Exhibit F attached.
2. Contract Terms
The contract term will be one (1) year, effective from date of award. The City and the Supplier
shall have the option to renew this contract for an additional two (2) one-year periods.
The contract shall commence upon the issuance of a Notice of Award by the City of Denton and
shall automatically renew each year, from the date of award by City Council, unless either party
notifies the other prior to the scheduled renewal date. At the sole option of the City of Denton, the
contract may be further extended as needed, not to exceed a total of six (6) months.
3. Price Escalation and De-escalation
Prices quoted for the commodities or services described in the solicitation must be firm for a period
of one year from date of contract award. Any request for price adjustment must be based on the,
U.S Department of Labor, Bureau of Labor Statistics, and Producer Price Index (PPI) for Data
Management, Information Transformation, and Related Services (PCU5182105182104). The
price will be increased or decreased based upon the annual percentage change in the PPI. The
maximum escalation will not exceed +/- 8% for any individual year. The escalation will be
determined annually at the renewal date. Should the PPI change exceed a minimum threshold
value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the PPI
change not to exceed the 8% limit per year. The supplier should provide documentation as
percentage of each cost associated with the unit prices quoted for consideration.
Request must be submitted in writing with supporting evidence for need of such increase to the
Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must
also provide supporting documentation as justification for the request.
Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation
as competitive with the general market price at the time, and become effective upon the renewal
date of the contract award or reject the increases within 30 calendar days after receipt of a properly
submitted request. If a properly submitted increase is rejected, the Contractor may request
cancellation of such items from the Contract by giving the City of Denton written notice.
Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre-
price increase prices must be honored on orders dated up to the official date of the City of Denton
approval and/or cancellation.
The request can be sent by e-mail to: purchasing@cityofdenton.com noting the contract number.
The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes.
Contract # 6570
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4. Cooperative Purchasing / Piggyback Option
The contract will be available for use by all governmental entities, providing there is no conflict
with any applicable statutes, rules, policies, or procedures. The governmental entities will have the
option to use the pricing as agreed to within the resulting contract. Governmental entities will issue
their internal purchase orders directly to the contractor(s).
Contract # 6570
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Exhibit C
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings
contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer
and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must
Supplier. No Terms and Conditions contained in
statement shall serve to modify the terms set forth herein. If there is a conflict between the
provisions on the face of the contract/purchase order these written provisions will take precedence.
The Contractor agrees that the contract shall be governed by the following terms and conditions,
unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract,
Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and
sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed
-of-way.
1. . The Contractor shall fully and timely provide all
the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local
laws, rules, and regulations.
2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall
be effective as of the date the contract is signed by the City, and shall continue in effect until all
obligations are performed in accordance with the Contract.
3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package
deliverables in accordance with good commercial practice and shall include a packing list showing
the description of each item, the quantity and unit price unless otherwise provided in the
Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly
address and purchase order or purchase release number and the price agreement number if
applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the
number of the container bearing the packing list. The Contractor shall bear cost of packaging.
Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all
the requirements of common carriers and any applicable specification. The City's count or weight
shall be final and conclusive on shipments not accompanied by packing lists.
4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to
ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of
deliverables.
5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City
only when the City actually receives and accepts the deliverables.
6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be
Contract # 6570
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shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and
Conditions. Unless otherwise s
all delivery and transportation charges. The City shall have the right to designate what method of
transportation shall be used to ship the deliverables. The place of delivery shall be that set forth
the purchase order.
7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under
law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at
delivery before accepting them, and to reject defective or non-conforming deliverables. If the City
ll
furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance
to the City to facilitate such inspection.
8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables
must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity.
Any non-complying tender shall constitute a breach and the Contractor shall not have the right to
substitute a conforming tender; provided, where the time for performance has not yet expired, the
Contractor may notify the City of the intention to cure and may then make a conforming tender
within the time allotted in the contract.
9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the
sites where the Contractor is to perform the services as required in order for the Contractor to
perform the services in a timely and efficient manner, in accordance with and subject to the
applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied
essential characteristics of the work sites, the quality and quantity of materials, equipment, labor
and facilities necessary to perform the services, and any other condition or state of fact which could
hereby releases and holds the City harmless from and against any liability or claim for damages of
any kind or nature if the actual site or service conditions differ from expected conditions.
The contractor shall, at all times, exercise reasonable precautions for the safety of their employees,
ilities.
10. WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance
of the services which they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while
engaged in participating or responding to a solicitation or while in the course and scope of
delivering goods or services under a City of Denton contract or on the City's property .
i. use or possess a firearm, including a concealed handgun that is licensed under state law,
except as required by the terms of the contract; or
ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled
substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on
the job.
C. If the City or the City's representative notifies the Contractor that any worker is incompetent,
disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed
Contract # 6570
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any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the
Contractor shall immediately remove such worker from Contract services, and may not employ
such worker again on Contract services without the City's prior written consent.
Immigration: The Contractor represents and warrants that it shall comply with the requirements
of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification
and retention of verification forms for any individuals hired on or after November 6, 1986, who
will perform any labor or services under the Contract and the Illegal Immigration Reform and
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL
REGULATIONS: The
comply fully with all applicable federal, state, and local health, safety, and environmental laws,
ordinances, rules and regulations in the performance of the services, including but not limited to
those promulgated by the City and by the Occupational Safety and Health Administration (OSHA).
In case of conflict, the most stringent safety requirement shall govern. The Contractor shall
indemnify and hold the City harmless from and against all claims, demands, suits, actions,
obligations under this paragraph.
Environmental Protection: The Respondent shall be in compliance with all applicable standards,
orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et
seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.).
12. INVOICES:
A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase
release after each delivery. If partial shipments or deliveries are authorized by the City, a separate
invoice must be sent for each shipment or delivery made.
B. Proper Invoices must include a unique invoice number, the purchase order or delivery
the name of the point of contact for the Department. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight
address and, if applicable, the tax identification number on the invoice must exactly match the
C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables
order number clearly identified. Invoices shall also include a tabulation of work-hours at the
appropriate rates and grouped by work order number. Time billed for labor shall be limited to
hours actually worked at the work site.
D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all
Subcontract and other authorized expenses at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced
amount.
The City will furnish a tax exemption certificate upon request.
13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within
s or of the invoice being received
Contract # 6570
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in Accounts Payable, whichever is later, according to the following schedule:
i. Software License 100% on Contract Effective Date
ii. Professional Services:
st
a. 25% at earlier of 60 Days from Contract Effective Date or 1 login to hosting
server.
b. 25% at earlier of 90 Days from Contract Effective Date or delivery of
historical data import
c. 25% at earlier of 120 Days from Contract Effective Date or commencement of
training
d. 25% at earlier of 180 Days from Contract Effective Date or first use in a
production environment
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid
balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the
maximum lawful rate; except, if payment is not timely made for a reason for which the City
may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after
the grounds for withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the
partial shipment or delivery, as stated above, provided that the invoice matches the shipment or
delivery.
D. The City may withhold or set off the entire payment or part of any payment otherwise due the
Contractor to such extent as may be necessary on account of:
i. delivery of defective or non-conforming deliverables by the Contractor;
ii. third party claims, which are not covered by the insurance which the Contractor is
required to provide, are filed or reasonable evidence indicating probable filing of such
claims;
iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment;
which is not covered by insurance required to be provided by the Contractor;
time specified in the Contract, and that the unpaid balance would not be adequate to
cover actual or damages for the anticipated delay;
vi. failure of the Contractor to submit proper invoices with purchase order number, with all
required attachments and supporting documentation; or
vii. failure of the Contractor to comply with any material provision of the Contract
Documents.
E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for
delinquent taxes, the City may offset indebtedness owed the City through payment withholding.
F. Payment will be made by check unless the parties mutually agree to payment by credit card or
electronic transfer of funds. The Contractor agrees that there shall be no additional charges,
surcharges, or penalties to the City for payments made by credit card or electronic funds transfer.
G. The awarding or continuation of this contract is dependent upon the availability of funding. The
or
this contract. The absence of Appropriated or other lawfully available funds shall render the
Contract null and void to the extent funds are not Appropriated or available and any deliverables
delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor
written notice of the failure of the City to make an adequate Appropriation for any fiscal year to
Contract # 6570
DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273
pay the amounts due under the Contract, or the reduction of any Appropriation to an amount
insufficient to permit the City to pay its obligations under the Contract. In the event of none or
inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City.
14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the
Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the
term of this contract, the contractor shall bill and the City shall reimburse contractor for all
reasonable and approved out of pocket expenses which are incurred in the connection with the
performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by
the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise
negotiated.
15. FINAL PAYMENT AND CLOSE-OUT:
A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified
Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance
Report to the Purchasing Manager no later than the 15th calendar day after completion of all work
under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in
compliance with the requirements as accepted by the City.
B. The making and acceptance of final payment will constitute:
i. a waiver of all claims by the City against the Contractor, except claims (1) which have
been previously asserted in writing and not yet settled, (2) arising from defective work appearing
after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the
under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising
other than those previously asserted in writing and not yet settled.
16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost
of any special tooling or special test equipment fabricated or required by the Contractor for the
purpose of filling this order, such special tooling equipment and any process sheets related thereto
shall become the property of the City and shall be identified by the Contractor as such.
17. RIGHT TO AUDIT:
A. The City shall have the right to audit and make copies of the books, records and computations
pertaining to the Contract. The Contractor shall retain such books, records, documents and other
evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress
or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are
completed and resolved. These books, records, documents and other evidence shall be available,
within ten (10) business days of written request. Further, the Contractor shall also require all
Subcontractors, material suppliers, and other payees to retain all books, records, documents and
other evidence pertaining to the Contract, and to allow the City similar access to those documents.
All books and records will be made available within a 50 mile radius of the City of Denton. The
cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater.
If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel
costs, must be borne by the Contractor which must be payable within five (5) business days of
receipt of an invoice.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract
Contract # 6570
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include drafts and electronic files, even if such drafts or electronic files are subsequently used to
generate or prepare a final printed document.
18. SUBCONTRACTORS:
A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor
shall comply with all requirements approved by the City. The Contractor shall not initially employ
bstitute
any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in
writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or
remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan
has been approved, the Contractor is additionally required to submit a monthly Subcontract
Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day
of each month.
B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract
between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the
terms of the
Contract, and shall contain provisions that:
i. require that all deliverables to be provided by the Subcontractor be provided in strict
accordance with the provisions, specifications and terms of the Contract;
ii. prohibit the Subcontractor from further subcontracting any portion of the Contract
without the prior written consent of the City and the Contractor. The City may require, as
a condition to such further subcontracting, that the Subcontractor post a payment bond in
form, substance and amount acceptable to the City;
iii. require Subcontractors to submit all invoices and applications for payments, including
any claims for additional payments, damages or otherwise, to the Contractor in sufficient
time to enable the Contractor to include same with its invoice or application for payment
to the City in accordance with the terms of the Contract;
iv. require that all Subcontractors obtain and maintain, throughout the term of their
contract, insurance in the type and amounts specified for the Contractor, with the City
being a named insured as its interest shall appear; and
v. require that the Subcontractor indemnify and hold the City harmless to the same extent
as the Contractor is required to indemnify the City.
C. The Contractor shall be fully responsible to the City for all acts and omissions of the
Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions.
Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual
relationship between the City and any such Subcontractor, nor shall it create any obligation on the
part of the City to pay or to see to the payment of any moneys due any such Subcontractor except
as may otherwise be required by law.
D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the
Contractor not later than ten (10) calendar days after receipt of payment from the City.
19. WARRANTY-PRICE:
A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's
current prices on orders by others for like deliverables under similar terms of purchase.
B. The Contractor certifies that the prices in the Offer have been arrived at independently without
consultation, communication, or agreement for the purpose of restricting competition, as to any
matter relating to such fees with any other firm or with any competitor.
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C. In addition to any other remedy available, the City may deduct from any amounts owed to the
Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current
prices on orders by others for like deliverables under similar terms of purchase.
20. WARRANTY TITLE: The Contractor warrants that it has good and indefeasible title to all
deliverables furnished under the Contract, and that the deliverables are free and clear of all liens,
claims, security interests and encumbrances. The Contractor shall indemnify and hold the City
harmless from and against all adverse title claims to the deliverables.
21. WARRANTY DELIVERABLES: The Contractor warrants and represents that all
deliverables sold the City under the Contract shall be free from defects in design, workmanship or
manufacture, and conform in all material respects to the specifications, drawings, and descriptions
in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and
conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations,
and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall
be new or recycled merchandise, and not used or reconditioned.
A. Recycled deliverables shall be clearly identified as such.
B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty
implied by law; and any attempt to do so shall be without force or effect.
C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from
the date of acceptance of the deliverables or from the date of acceptance of any replacement
deliverables. If during the warranty period, one or more of the above warranties are breached, the
Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables,
or replace the non-tion
and at no additional cost to the City. All costs incidental to such repair or replacement, including
but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor.
The City shall endeavor to give the Contractor written notice of the breach of warranty within
thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice
D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming
deliverables as required by the City, then in addition to any other available remedy, the City may
reduce the quantity of deliverables it may be required to purchase under the Contract from the
Contractor, and purchase conforming deliverables from other sources. In such event, the
Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to
procure such deliverables from another source.
E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate
Contractor shall assist and cooperate with the City to the fullest extent to enforce such
22. WARRANTY SERVICES: The Contractor warrants and represents that all services to be
provided the City under the Contract will be fully and timely performed in a good and workmanlike
manner in accordance with generally accepted industry standards and practices, the terms,
conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules
or regulations.
A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty
implied by law, and any attempt to do so shall be without force or effect.
B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from
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the Acceptance Date, or six months from the acceptance date of any custom reports or permitted
customizations. If during the warranty period, one or more of the above warranties are breached,
the Contractor shall promptly upon receipt of demand perform the services again in accordance
with above standard at no additional cost to the City. All costs incidental to such additional
performance shall be borne by the Contractor. The City shall endeavor to give the Contractor
written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach
C. If the Contractor is unable or unwilling to perform its services in accordance with the above
standard as required by the City, then in addition to any other available remedy, the City may
reduce the amount of services it may be required to purchase under the Contract from the
Contractor, and purchase conforming services from other sources.
23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If,
instead of requiring immediate correction or removal and replacement of defective or non-
conforming deliverables, the City prefers to accept it, the City may do so. Subject to Article 31,
t
of and determination to accept such defective or non-conforming deliverables. If any such
acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to
compensate the City for the diminished value of the defective or non-conforming deliverables. If
the acceptance occurs after final payment, such amount will be refunded to the City by the
Contractor.
24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to
assurance of the intent to perform. In the event that no assurance is given within the time specified
after demand is made, the demanding party may treat this failure as an anticipatory repudiation of
the Contract.
25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event
the Contractor is observed performing in a manner that is in violation of Federal, State, or local
guidelines, or in a manner that is determined by the City to be unsafe to either life or property.
Upon notification, the Contractor will cease all work until notified by the City that the violation or
unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the
City as a result of the issuance of such Stop Work Notice.
26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to
fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to
provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks
relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in
the City.
27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall
have the right to terminate the Contract for cause, by written notice effective ten (10) calendar
days, unless otherwise specified, after the date of such notice, unless the Contractor, within such
ten (10) day period, cures such default, or provides evidence sufficient
reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy
available under law or in equity, subject to Article 31, the City shall be entitled to recover all actual
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damages, costs, losses and
-
judgment interest at the maximum lawful rate. Additionally, in the event of a default by the
any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and
remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by
law.
28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the
notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work
pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The
City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available
for such purposes, for all goods delivered and services performed and obligations incurred prior to
the date of termination in accordance with the terms hereof.
29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable
required to be submitted by the Contractor to the City shall be grounds for the termination of the
Contract for cause by the City and may result in legal action.
30. DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if
the City deems it is in its best interest. If such delay causes an increase in the cost of the work
under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs
incurred by the Contractor in the Contract price and execute an amendment to the Contract. The
Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of
receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the
Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall
excuse the Contractor from delaying the delivery as notified.
B. Neither party shall be liable for any default or delay in the performance of its obligations under
this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots,
civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the
reasonable control of such Party. In the event of default or delay in contract performance due to
any of the foregoing causes, then the time for completion of the services will be extended;
provided, however, in such an event, a conference will be held within three (3) business days to
establish a mutually agreeable period of time reasonably necessary to overcome the effect of such
failure to perform.
31. INDEMNITY:
A. Definitions:
i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action,
judgments and liability of every character, type or description, including all reasonable
costs and expenses of litigation, mediation or other alternate dispute resolution mechanism,
including attorney and other professional fees for: (1) damage to or loss of the property of
any person (including, but not limited to the City, the Contractor, their respective agents,
officers, employees and subcontractors; the officers, agents, and employees of such
subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's
compensation, loss of services, or loss of income or wages to any person (including but not
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subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non-
conforming deliverables, negligence, willful misconduct or a breach of any legally imposed
strict liability standard.
ii. The City agrees that the Contractor shall not be liable to the City or any other person,
regardless of the cause, for the effectiveness or accuracy of the Software, the
documentation or any other related materials, or for any other special, indirect, incidental
or consequential damages arising from or occasioned by the use of the Software, the
documentation or the related materials, or the failure or omission on the part of the
Contractor to comply with its obligations under this Contract.
connection with the Software, the documentation or any related materials (whether in
contract, tort, including negligence, product liability or otherwise) shall not exceed the
Total Contract Amount as indicated in Article 1 of Exhibit A.
This limitation does not apply to claims related to:
a) Infringement on Intellectual Property
b) Damage to an individual or person
c) Damage to property.
B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY),
INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS,
EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL
INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO,
CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR
THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE
CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF
THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE
RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE
LIABLE FOR AN INDEMNIFIED CLAIM.
32. INSURANCE: The following insurance requirements are applicable, in addition to the specific
insurance requirements detailed in Appendix A for services only. The successful firm shall procure
and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton.
The insurance shall be written by a company licensed to do business in the State of Texas and
satisfactory to the City of Denton.
A. General Requirements:
i. The Contractor shall at a minimum carry insurance in the types and amounts indicated
and agreed to, as submitted to the City and approved by the City within the procurement
process, for the duration of the Contract, including extension options and hold over periods,
and during any warranty period.
endorsements required to the City as verification of coverage prior to contract execution
and within fourteen (14) calendar days after written request from the City. Failure to
provide the required Certificate of Insurance may subject the Offer to disqualification from
consideration for award. The Contractor must also forward a Certificate of Insurance to the
City whenever a previously identified policy period has expired, or an extension option or
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hold over period is exercised, as verification of continuing coverage.
iii. The Contractor shall not commence work until the required insurance is obtained and
until such insurance has been reviewed by the City. Approval of insurance by the City shall
not relieve or decrease the liability of the Contractor hereunder and shall not be construed
to be a limitation of liability on the part of the Contractor.
iv. The Contractor must submit certificates of insurance to the City for all subcontractors
prior to the subcontractors commencing work on the project.
companies licensed to do business in the State of Texas at the time the policies are issued
and shall be written by companies with A.M. Best ratings of A- VII or better. The City
Insurance Fund.
vi. All endorsements naming the City as additional insured, waivers, and notices of
cancellation endorsements as well as the Certificate of Insurance shall contain the
solicitation number and the following information:
City of Denton
Materials Management Department
901B Texas Street
Denton, Texas 76209
insured shown on any policy. It is intended that policies required in the Contract, covering
both the City and the Contractor, shall be considered primary coverage as applicable.
viii. If insurance policies are not written for amounts agreed to with the City, the Contractor
shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified.
If Excess Liability Insurance is provided, it shall follow the form of the primary coverage.
ix. The City shall be entitled, upon request, at an agreed upon location, and without
expense, to review certified copies of policies and endorsements thereto and may make any
reasonable requests for deletion or revision or modification of particular policy terms,
conditions, limitations, or exclusions except where policy provisions are established by law
or regulations binding upon either of the parties hereto or the underwriter on any such
policies.
x. The City reserves the right to review the insurance requirements set forth during the
effective period of the Contract and to make reasonable adjustments to insurance coverage,
limits, and exclusions when deemed necessary and prudent by the City based upon changes
in statutory law, court decisions, the claims history of the industry or financial condition
of the insurance company as well as the Contractor.
xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance
to lapse during the term of the Contract or as required in the Contract.
xii. The Contractor shall be responsible for premiums, deductibles and self-insured
retentions, if any, stated in policies. All deductibles or self-insured retentions shall be
disclosed on the Certificate of Insurance.
notice of erosion of the aggregate limits below occurrence limits for all applicable
ted within the Contract.
required minimums and are not intended to limit the responsibility or liability of the
Contractor.
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B. Specific Coverage Requirements: Specific insurance requirements are contained in the
solicitation instrument.
33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which
arises under or concerns the Contract, or which could have a material adverse effect on the
City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City
shall state the date of notification of any such claim, demand, suit, or other action; the names and
addresses of the claimant(s); the basis thereof; and the name of each person against whom such
claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to
the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City
Hall, 215 East McKinney Street, Denton, Texas 76201.
34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required
or appropriate to be given under the Contract shall be in writing and shall be deemed delivered
three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered
Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon
receipt by the addressee. Routine communications may be made by first class mail, telefax, or
other commercially accepted means. Notices to the Contractor shall be sent to the address specified
ess as a party may notify the other in writing. Notices
to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked
to the attention of the Purchasing Manager.
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material
submitted by the Contractor to the City shall become property of the City upon receipt. Any
portions of such material claimed by the Contractor to be proprietary must be clearly marked as
such. Determination of the public nature of the material is subject to the Texas Public Information
Act, Chapter 552, and Texas Government Code.
36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents
and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title
to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the
specifications in the Contract will not infringe, directly or contributorily, any patent, trademark,
copyright, trade secret, or any other intellectual property right of any kind of any third party; that
no claims have been made by any person or entity with respect to the ownership or operation of
the deliverables and the Contractor does not know of any valid basis for any such claims. The
Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and
against all liability, damages, and costs (including court costs and reasonable fees of attorneys and
other professionals) arising out of or resulting from: (i) any claim that the
and its use of the deliverables infringes the intellectual property rights of any third party; or (ii)
up to the maximum value of this Contract. In the event of any such claim, the City shall have the
right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on
and the City makes no warranty that the production, development, or delivery of such deliverables
will not impact such warranties of Contractor.
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37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may
information (including
inventions, employee information, trade secrets, confidential know-how, confidential business
information, and other information which the City or its licensors consider confidential)
ractor acknowledges and agrees that the
Confidential Information is the valuable property of the City and/or its licensors and any
unauthorized use, disclosure, dissemination, or other release of the Confidential Information will
substantially injure the City and/or its licensors. The Contractor (including its employees,
subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information
in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use
the Confidential Information without the prior written consent of the City or in a manner not
expressly permitted under this Agreement, unless the Confidential Information is required to be
disclosed by law or an order of any court or other governmental authority with proper jurisdiction,
provided the Contractor promptly notifies the City before disclosing such information so as to
permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to
use protective measures no less stringent than the Contractor uses within its own business to protect
its own most valuable information, which protective measures shall under all circumstances be at
least reasonable measures to ensure the continued confidentiality of the Confidential Information.
38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and
interests throughout the world in and to the deliverables.
A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees
to disclose such patentable subject matter to the City. Further, if requested by the City, the
Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right,
title, and interest to specific inventions under such patentable subject matter to the City and to
execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute,
acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by
the City, to the City upon request by the City.
B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor
agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the
Contractor for the City and the City shall own all copyrights in and to such deliverables, provided
eliverables.
Should by operation of law, such deliverables not be considered works made-for-hire, the
Contractor hereby assigns to the City (and agrees to cause each of its employees providing services
to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all
worldwide right, title, and interest in and to such deliverables. With respect to such work made-
for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its
employees providing services to the City hereunder to execute, acknowledge, and deliver a work-
made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon
delivery of such deliverables to the City or at such other time as the City may request.
C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its
employees to, execute, acknowledge, and deliver all applications, specifications, oaths,
assignments, and all other instruments which the City might reasonably deem necessary in order
to apply for and obtain copyright protection, mask work registration, trademark registration and/or
protection, letters patent, or any similar rights in any and all countries and in order to assign and
convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and
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deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those
described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract
with respect to such deliverables. In the event the City should not seek to obtain copyright
protection, mask work registration or patent protection for any of the deliverables, but should
desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information
under the terms of Paragraph 37 above.
rpetual,
Personal, non-transferable and non-exclusive license to use the Software, solely in executable code
format, and the d
purposes. The Contractor has exclusive ownership of the intellectual property associated with the
Questica Software and any customizations developed within the context of this Contract. There is
no ownership in the Intellectual Property transferred to the City as a result of this Contract. The
City will at all times be the sole owner of the data contained within the Questica solution.
39. PUBLICATIONS: All published material and written reports submitted under the Contract
must be originally developed material unless otherwise specifically provided in the Contract.
When material not originally developed is included in a report in any form, the source shall be
identified.
40. ADVERTISING
consent, the fact that the City has entered into the Contract, except to the extent required by law.
41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has
been employed or retained to solicit or secure the Contract upon any agreement or understanding
for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona
fide established commercial or selling agencies maintained by the Contractor for the purpose of
securing business. For breach or violation of this warranty, the City shall have the right, in addition
to any other remedy available, to cancel the Contract without liability and to deduct from any
amounts owed to the Contractor, or otherwise recover, the full amount of such commission,
percentage, brokerage or contingent fee.
42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without
liability if it is determined by the City that gratuities were offered or given by the Contractor or
any agent or representative of the Contractor to any officer or employee of the City of Denton with
a view toward securing the Contract or securing favorable treatment with respect to the awarding
or amending or the making of any determinations with respect to the performing of such contract.
In the event the Contract is canceled by the City pursuant to this provision, the City shall be
entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost
incurred by the Contractor in providing such gratuities.
43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer,
employee, independent consultant, or elected official of the City who is involved in the
development, evaluation, or decision-making process of the performance of any solicitation shall
have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any
willful violation of this section shall constitute impropriety in office, and any officer or employee
guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation
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of this provision, with the knowledge, expressed or implied, of the Contractor shall render the
Contract vo
Interest Questionnaire.
44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an
employer/employee relationship, a partnership, or a joint venture.
be those of an independent contractor. The Contractor agrees and understands that the Contract
does not grant any rights or privileges established for employees of the City of Denton, Texas for
the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits,
control of the Contractor or any employee of the Contractor, and it is expressly understood that
Contractor shall perform the services hereunder according to the attached specifications at the general
direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The
contractor is expressly free to advertise and perform services for other parties while performing
services for the City.
45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the
benefit of the City and the Contractor and their respective successors and assigns, provided
however, that no right or interest in the Contract shall be assigned and no obligation shall be
delegated by the Contractor without the prior written consent of the City. Any attempted
assignment or delegation by the Contractor shall be void unless made in conformity with this
paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity
not a party hereto; it being the intention of the parties that there are no third party beneficiaries to
the Contract.
46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole
or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration and is in writing signed by the aggrieved party. No waiver by either
the Contractor or the City of any one or more events of default by the other party shall operate as,
or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an
express or implied acceptance of any other existing or future default or defaults, whether of a
similar or different character.
47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by
both parties. No pre-printed or similar terms on any the Contractor invoice, order or other
document shall have any force or effect to change the terms, covenants, and conditions of the
Contract.
48. INTERPRETATION: The Contract is intended by the parties as a final, complete and
exclusive statement of the terms of their agreement. No course of prior dealing between the parties
or course of performance or usage of the trade shall be relevant to supplement or explain any term
used in the Contract. Although the Contract may have been substantially drafted by one party, it
is the intent of the parties that all provisions be construed in a manner to be fair to both parties,
reading no provisions more strictly against one party or the other. Whenever a term defined by the
Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC
definition shall control, unless otherwise defined in the Contract.
49. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to
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negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing
of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party
may make a written request for a meeting between representatives of each party within fourteen
(14) calendar days after receipt of the request or such later period as agreed by the parties. Each
party shall include, at a minimum, one (1) senior level individual with decision-making authority
regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith
to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the
parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to
mediation as described below. Negotiation may be waived by a written agreement signed by both
parties, in which event the parties may proceed directly to mediation as described below.
B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation
process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation
skills to assist with resolution of the dispute. Should they choose this option; the City and the
Contractor agree to act in good faith in the selection of the mediator and to give consideration to
qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties
from relying on the skills of a person who is trained in the subject matter of the dispute or a contract
interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of
initiation of the mediation process, the mediator shall be selected by the Denton County Alternative
Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith
for up to thirty (30) calendar days from the date of the first mediation session. The City and the
participation such as fees for any consultants or attorneys they may utilize to represent them or
otherwise assist them in the mediation.
50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the
laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted
in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would
refer to and apply the substantive law of another state or jurisdiction. All issues arising from this
Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit
to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City to seek and secure
injunctive relief from any competent authority as contemplated herein.
51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract
shall in no way affect the validity or enforceability of any other portion or provision of the
Contract. Any void provision shall be deemed severed from the Contract and the balance of the
Contract shall be construed and enforced as if the Contract did not contain the particular portion
or provision held to be void. The parties further agree to reform the Contract to replace any stricken
provision with a valid provision that comes as close as possible to the intent of the stricken
provision. The provisions of this section shall not prevent this entire Contract from being void
should a provision which is the essence of the Contract be determined to be void.
52. HOLIDAYS: The following holidays are observed by the City:
MLK Day
Memorial Day
4th of July
Labor Day
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Thanksgiving Day
Day After Thanksgiving
Christmas Eve (observed)
Christmas Day (observed)
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday
falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be
between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any
scheduled deliveries or work performance not within the normal hours of operation must be
approved by the City Manager of Denton, Texas or his authorized designee.
53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose
continuing obligations on the parties, including but not limited to the warranty, indemnity, and
confidentiality obligations of the parties, shall survive the expiration or termination of the Contract.
54. NON-SUSPENSION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or making prime or sub-awards to parties
that are suspended or debarred or whose principals are suspended or debarred from Federal, State,
or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its
firm and its principals are not currently suspended or debarred from doing business with the
Federal Government, as indicated by the General Services Administration List of Parties Excluded
from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of
Denton.
55. EQUAL OPPORTUNITY
A. Equal Employment Opportunity:
discriminatory employment practice. No person shall, on the grounds of race, sex, sexual
orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of,
or be otherwise subjected to discrimination under any activities resulting from this RFQ.
B. Americans with Disabilities Act (ADA) Compliance:
engage in any discriminatory employment practice against individuals with disabilities as defined
in the ADA.
56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded
requirements)
The following federally funded requirements are applicable. A. Definitions. As used in this
paragraph
i. "Component" means an article, material, or supply incorporated directly into an end product.
ii. "Cost of components" means -
(1) For components purchased by the Contractor, the acquisition cost, including transportation
costs to the place of incorporation into the end product (whether or not such costs are paid to a
domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or
(2) For components manufactured by the Contractor, all costs associated with the manufacture of
the component, including transportation costs as described in paragraph (1) of this definition, plus
allocable overhead costs, but excluding profit. Cost of components does not include any costs
associated with the manufacture of the end product.
iii. "Domestic end product" means-
(1) An unmanufactured end product mined or produced in the United States; or
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(2) An end product manufactured in the United States, if the cost of its components mined,
produced, or manufactured in the United States exceeds 50 percent of the cost of all its
components. Components of foreign origin of the same class or kind as those that the agency
determines are not mined, produced, or manufactured in sufficient and reasonably available
commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected,
and prepared for processing in the United States is considered domestic.
iv. "End product" means those articles, materials, and supplies to be acquired under the contract
for public use.
v. "Foreign end product" means an end product other than a domestic end product.
vi. "United States" means the 50 States, the District of Columbia, and outlying areas.
B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products
for supplies acquired for use in the United States.
C. The City does not maintain a list of foreign articles that will be treated as domestic for this
Contract; but will consider for approval foreign articles as domestic for this product if the articles
are on a list approved by another Governmental Agency. The Offeror shall submit documentation
with their Offer demonstrating that the article is on an approved Governmental list.
D. The Contractor shall deliver only domestic end products except to the extent that it specified
delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act
Certificate".
57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all
information presented in any response to this contract, whether amended or not, except as
prohibited by law. Selection of rejection of the submittal does not affect this right.
58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or
supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the
respondent.
59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as
defined by the United States Department of Labor Davis-Bacon Wage Determination at
http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov
for Denton County, Texas (WD-2509).
60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor
or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent
must comply with all applicable laws at all times, including, without limitation, the following: (i)
§36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code,
which prohibits the offering or conferring of benefits to public servants. The Respondent shall give
all notices and comply with all laws and regulations applicable to furnishing and performance of
the Contract.
61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-
site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530
of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees.
Respondent is responsible for both federal and State unemployment insurance coverage and
all federal and State tax laws and withholding requirements. The City of Denton shall not be liable
to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or
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federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall
pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section.
62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions
of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701
ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide
requirements for drug-free work place (grants), issued by the Office of Management and Budget
and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the
Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply
with the relevant provisions thereof, including any amendments to the final rule that may hereafter
be issued.
63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The
Respondent shall be liable for all damages to government-owned, leased, or occupied property and
equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers,
including any delivery or cartage company, in connection with any performance pursuant to the
Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any
such damage within one (1) calendar day.
64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be
responsible for performance under the Contract should it be prevented from performance by an act
of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault
or negligence of the City of Denton. In the event of an occurrence under this Section, the
Respondent will be excused from any further performance or observance of the requirements so
affected for as long as such circumstances prevail and the Respondent continues to use
commercially reasonable efforts to recommence performance or observance whenever and to
whatever extent possible without delay. The Respondent shall immediately notify the City of
Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar
days of the inception of such occurrence) and describe at a reasonable level of detail the
circumstances causing the non-performance or delay in performance.
65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party
under the Contract will not affect the right of such Party to require performance in the future. No
the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right
or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as
a waiver of any continuing or succeeding breach.
66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision
of the Contract is in any way intended to constitute a waiver by the City of Denton of any
immunities from suit or from liability that the City of Denton may have by operation of law.
67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting
documents, statistical records, and any other records or books relating to the performances called
for in the Contract. The Respondent shall retain all such records for a period of four (4) years after
the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit
and litigation matters are resolved, whichever period is longer. The Respondent shall grant access
to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of
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Texas, and any federal governmental entity that has authority to review records due to federal
funds being spent under the Contract.
Should a conflict arise between any of the contract documents, it shall be resolved with the
following order of precedence (if applicable). In any event, the final negotiated contract shall
take precedence over any and all contract documents to the extent of such conflict.
1. Final negotiated contract
2. RFP/Bid documents
3. erms and conditions
4. Purchase order
5. Supplier terms and conditions
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Exhibit D
INSURANCE REQUIREMENTS AND
Upon contract execution, all insurance requirements shall become contractual obligations, which
the successful contractor shall have a duty to maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the Contractor, the Contractor
shall provide and maintain until the contracted work has been completed and accepted by
the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter.
Contractor shall file with the Purchasing Department satisfactory certificates of insurance
including any applicable addendum or endorsements, containing the contract number and
title of the project. Contractor may, upon written request to the Purchasing Department,
ask for clarification of any insurance requirements at any time; however, Contractor shall
not commence any work or deliver any material until he or she receives notification that
the contract has been accepted, approved, and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements shall
comply with the following general specifications, and shall be maintained in compliance
with these general specifications throughout the duration of the Contract, or longer, if so
noted:
Each policy shall be issued by a company authorized to do business in the State of Texas
with an A.M. Best Company rating of at least A or better.
Any deductibles or self-insured retentions shall be declared in the proposal. If requested
by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions
with respect to the City, its officials, agents, employees and volunteers; or, the contractor
shall procure a bond guaranteeing payment of losses and related investigations, claim
administration and defense expenses.
Liability policies shall be endorsed to provide the following:
Name as Additional Insured the City of Denton, its Officials, Agents, Employees
and volunteers.
That such insurance is primary to any other insurance available to the Additional
Insured with respect to claims covered under the policy and that this insurance
applies separately to each insured against whom claim is made or suit is brought.
The inclusion of more than one insured shall not operate to increase the insurer's
limit of liability.
Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents,
employees, and volunteers.
Cancellation: City requires 30 day written notice should any of the policies
described on the certificate be cancelled or materially changed before the
expiration date.
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Should any of the required insurance be provided under a claims made form, Contractor
shall maintain such coverage continuously throughout the term of this contract and,
without lapse, for a period of three years beyond the contract expiration, such that
occurrences arising during the contract term which give rise to claims made after
expiration of the contract shall be covered.
Should any of the required insurance be provided under a form of coverage that includes
a general annual aggregate limit providing for claims investigation or legal defense costs
to be included in the general annual aggregate limit, the Contractor shall either double the
occurrence limits or obtain Owners and Contractors Protective Liability Insurance.
Should any required insurance lapse during the contract term, requests for payments
originating after such lapse shall not be processed until the City receives satisfactory
evidence of reinstated coverage as required by this contract, effective as of the lapse date.
If insurance is not reinstated, City may, at its sole option, terminate this agreement
effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall
additionally comply with the following marked specifications, and shall be maintained in
compliance with these additional specifications throughout the duration of the Contract,
or longer, if so noted:
\[X\] A. General Liability Insurance:
General Liability insurance with combined single limits of not less than $1,000,000.00
shall be provided and maintained by the Contractor. The policy shall be written on an
occurrence basis either in a single policy or in a combination of underlying and
umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
Coverage B shall include personal injury.
Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
Bodily injury and Property Damage Liability for premises, operations, products
and completed operations, independent contractors and property damage
resulting from explosion, collapse or underground (XCU) exposures.
Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
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\[X\] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined Single
Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic
and umbrella or excess policies. The policy will include bodily injury and property damage
liability arising out of the operation, maintenance and use of all automobiles and mobile
equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
any auto, or
all owned hired and non-owned autos.
\[ \] Workers Compensation Insurance
Contractor shall purchase and maintain Workers Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance,
has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a $500,000 policy limit for occupational disease. The City need not be
named as an "Additional Insured" but the insurer shall agree to waive all rights of
subrogation against the City, its officials, agents, employees and volunteers for any work
performed for the City by the Named Insured. For building or construction projects, the
Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096
of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers Compensation
Commission (TWCC).
\[ \] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of the
work under this contract, an Owner's and Contractor's Protective Liability insurance policy
naming the City as insured for property damage and bodily injury which may arise in the
prosecution of the work or Contractor's operations under this contract. Coverage shall be
that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00
combined bodily injury and property damage per occurrence with a $1,000,000.00
aggregate.
\[ \] Fire Damage Legal Liability Insurance
Coverage is required if Broad form General Liability is not provided or is unavailable to the
contractor or if a contractor leases or rents a portion of a City building. Limits of not less
than each occurrence are required.
\[ \] Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000.00 per claim with
respect to negligent acts, errors or omissions in connection with professional services is
required under this Agreement.
\[ \] Builders' Risk Insurance
Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be
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provided. Such policy shall include as "Named Insured" the City of Denton and all
subcontractors as their interests may appear.
\[ \] Environmental Liability Insurance
Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this
contract.
\[ \] Riggers Insurance
Said coverage may be
the existing CGL coverage; through and
Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11,
Said coverage shall mirror the limits provided by the
CGL coverage
\[ \] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside
the premises, burglary of the premises, and employee fidelity. The employee fidelity
es,
including new hires. This type insurance should be required if the contractor has access
to City funds. Limits of not less than $ each occurrence are required.
\[ \] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and
specific service agreements. If such additional insurance is required for a specific
contract, that requirement will be described in the "Specific Conditions" of the contract
specifications.
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Exhibit E
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the
Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring
the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish a Certificate of Interest Parties before the contract is
awarded, in accordance with Government Code 2252.908.
The contractor shall:
1. Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Complete and sign the Form 1295
6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line.
(EX: Contract 1234 Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after
Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
ays.
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EXHIBIT F Pricing Sheet for Budgeting Software Solution
BEST AND FINAL OFFER No. 2
Respondent's Name:Questica
Principle Place of Business (City, State)Burlington, Ontario Canada
The respondent shall complete the following sections highlighted in YELLOW, which directly corresponds to the specifications. The contractor may also list additional services
in lines 14 through 17 that may be beneficial to the requested services.
Product Proposal Pricing (FOB DESTINATION):
ESTIMATED
EST. EXTENDED
ITEM#UOMPRODUCT DESCRIPTIONUNIT PRICEDELIVERY
QTYPRICE
(ARO)
Cost of Required Services as listed in the RFP
11LS $ 159,500.00
Year 1 - Software Purchase
$ -
Year 1 85 Licenses
$ 9,000.00
Year 1 hosting of data
Year 1 Updates/ Training Support $ -
$ 168,500.00
Year 1 Total$ 168,500.00
21LS $ 36,685.00
Year 2 Software Maintenance/ Updates/ Support
$ -
Year 2 85 Licenses
$ 9,000.00
Year 2 Hosting of data
$ 45,685.00
Year 2 Total$ 45,685.00
31LS $ 36,685.00
Year 3 Software Maintenance/ Updates/ Support
$ -
Year 3 85 Licenses
$ 9,000.00
Year 3 Hosting of data
$ 45,685.00
Year 3 Total$ 45,685.00
7 $ 80,660.00
Implementation / Professional Services / Training, etc$ -
8 $ (39,880.00)
Discount $ -
9 $ -
Other - specify$ -
$ 40,780.00
Total Other Costs$ 40,780.00
Authorized Person Submitting Proposal:
Gerry McDonald - Senior Account Executive Date: April 17, 2018
The above Questica Budget configuration includes:
Questica Budget Framework
(Includes 1 Seat Operating, Salaries, Capital, & Performance Measures)1
Additional Operating License Seats85
Additional Salaries License Seats16
Additional Capital License Seats46
Unlimited Read OnlyIncluded
Allocations Add-inIncluded
Statistical Ledger Add-inIncluded
Complete implementation and Professional Services including; Design, Analysis & Configuration,
Included
Project Management Consulting, Training, Integrations (to JDE) and related IT Services.
Included
Year 1 support & maintenance
External Hosting Option (via MS Azure Service) Remove this item if installed locallyincluded
Optional: Performance Measures Module (KPIs)
Additional Performance Measures License Seats (26)$ 13,000.00
Additional Annual Maintenance & Support $ -included
Additional Implementation / Professional Services$ 5,365.00
Subtotal $ 18,365.00
Discount$ 5,070.00
Total Year 1$ 13,295.00
Performance Module Annual Maintenance and Support: Years 2 - 3
Year 2$ 2,990.00
Year 3$ 2,990.00
RFP#6570 TURNKEY BUDGET SOFTWARE8/17/201812:38 PM
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Exhibit G
License and Service Agreement and Scope of Work
Contract # 6570
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QUESTICA LICENSE AND SERVICE AGREEMENT
Agreement______________________ Effective Date
by and between QUESTICA INC., a Questica CITY OF
DENTON, TEXAS, including, without limitation, all its subdivisions, departments, and constituent entities within its legal scope
Licensee
BACKGROUND
A. Questica has made a substantial investment in the development of the QUESTICA BUDGET computer software
Software
DocumentationWork
B. Questica has the right to license the Work to third parties.
C. The Licensee wishes to use the Work, and Questica has agreed to license such use, pursuant to the terms of this
Agreement.
NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable
Parties
Party
1. PERMITTED USE. Subject to the terms of this Agreement, Questica hereby grants to Licensee a perpetual, personal,
revocable, non-transferable and non-exclusive license to use the Software, solely in executable code format, and the
Doces
within the jurisdiction of the Licensee.
If Licensee wishes to use the Software at or from an additional site or sites outside of its jurisdiction, Licensee agrees to obtain
xpressly
set out herein. Licensee shall not use the Software, in whole or in part, on behalf of or for the benefit of any other Person,
including an affiliate of the Licensee, except as expressly provided herein.
PERSONNEL WORK-AT-HOME RIGHTS. Licensees) may use the Software
from their homes as an extension of the license granted to the Licensee, for business related purposes. Licensee personnel
may not use the Software at home for personal purposes. For greater clarity, Licensee shall be responsible for the use of the
Work by any contractors, including any actions of omissions of such contractors, as though they were employees of Licensee.
Licensee shall promptly deny access to the Software to (a) any employee or contractor who is no longer employed by License;
or (b) any staff member would not normally require the use of the Software in the at-work environment.
PERMITTED CUSTOMIZATIONS. Questica also grants the Licensee a non-sublicensable, non-exclusive, non-transferable
is
custom software or reports which are developed that access or interact with the Software or its associated database(s). The
Licensee may only create Permitted Customizations that do not require the source code of the Software to create the Permitted
Customizations.
to Innovate. Independently, Questica is continually innovating and
improving the Software to meet the needs of its customers. The Licensee acknowledges that, while it has the ability to create its
own Permitted Customizations, Questica must not be prevented from continuing to develop and enhance its software in any
respect, even if such modifications may be similar to the Permitted Customizations in functionality, appearance or otherwise.
Questica retains the right to (i) develop any modifications which may be similar to the Permitted Customizations; and (ii) integrate
any or all of such modifications into its core product.
RESTRICTIONS ON USE. Except as set forth herein, Licensee shall (a) not copy the Software except to copy it onto the
site computers being used by Licensee and to make copies of the Software solely for backup, training, disaster recovery or
testing purposes; (b) not copy any of the Documentation for any use outside the site; (c) not assign this Agreement or transfer,
Questica License and Service Agreement Page 1 of 7
DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273
lease, export or grant a sub-Licensee of the Work or the license contained herein to any Person or organization except as and
when authorized to do so by Questica in writing; (d) not reverse engineer, decompile or disassemble the Software; (e) not use
the Work except as authorized herein; (f) take such precautions with respect to the Software, as it would take to protect its own
ation,
partnership, joint venture, trust, unincorporated organization, the Crown or any agency or instrumentality thereof or any other
judicial entity recognized by law.
2. OWNERSHIP AND COPYRIGHT. Questica is the owner of all intellectual property rights in the Work, related written
materials, logos, names and other support materials provided pursuant to the terms of this Agreement. No title to the intellectual
property in the Work or in any magnetic media or other physical media provided therewith is transferred to the Licensee by this
Agreement.
Questica shall defend Licensee against any claim that the Work infringes a
copyright or trade-mark of any third party and Questica will pay resulting cost, damages and reasonable legal fees finally
awarded, provided that i) Licensee promptly notifies Questica in writing of the claim; and ii) Questica has sole control of the
defense and all related settlement negotiations.
ensee agrees to permit Questica at its option and expense,
either to procure for Licensee the right to continue using the Work or to replace or modify the same so that it becomes non-
infringing without loss of functionality.
Questica shall have no obligation to defend Licensee or to pay costs, damages or legal fees for any claim based upon use of
other than a current unaltered release of the Work, if such infringement would have been avoided by the use of a current unaltered
release thereof.
The foregoing states the entire obligations of Questica with respect to infringement or proprietary or intellectual rights of third
parties.
3. LIMITED WARRANTY. Questica warrants that so long as Product Maintenance and Support services are provided by
Questica that the Software, when properly installed, will perform substantially in accordance with the Documentation provided in
connection therewith. If the Software does not so perform during such period, Questica will correct, at no cost to Licensee,
programming errors in the Software to make the Software so perform provided that i) the Software has been properly used by
the Licensee in accordance with Documentation provided in connection therewith; ii) Licensee notifies Questica of the
programming errors and describes the nature of the suspected errors and of the circumstances in which they occur; iii) Questica,
using reasonable efforts, is able to confirm the existence of the programming errors; and iv) Licensee or any third party has not
changed or modified the Software.
Licensee agrees that Questica shall not be liable to the Licensee or any other person, regardless of the cause, for the
effectiveness or accuracy of the Software, the Documentation or any other related materials, or for any other special, indirect,
incidental or consequential damages arising from or occasioned by the use of the Software, the Documentation or the related
materials, or the failure or omission on the part of Questica to comply with its obligations under this Agreement.
The Licensee hereby agreWork or otherwise
under this Agreement (whether in contract, tort, including negligence, product liability or otherwise) shall not exceed the Total
Contract Amount as indicated in Article 1 of Exhibit A of Contract 6570.
THE ABOVE EXPRESS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS (EXPRESS AND
IMPLIED) AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE
OF TRADE, INCLUDING BUT NOT LIMITED TO WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY OR
FITNESS FOR A PARTICULAR PURPOSE. NO OTHER WARRANTIES OR CONDITIONS EXPRESS OR IMPLIED ARE
GIVEN.
4. LIMITATIONS OF REMEDIES AND DAMAGES.
exclusive remedy under this Agreement shall be i) if Questica is in breach of the Limited Warranty, to require Questica to replace
any defective media or to correct any defects and make any modifications which are necessary to cause the Software to confirm
in all material respects to the Documentation; or ii) the termination of this Agreement.
5. IRREPARABLE HARM. Licensee acknowledges and agrees with Questica that the breach by it of any of the provisions of
Sections 1- 4of this Agreement would cause serious harm to Questica which could not adequately be compensated for in
damages and in the event of a breach by Licensee of any of such provisions, Licensee understands that an injunction may be
issued against it restraining it from any further breach of such provisions, but such actions shall not be construed so as to be in
derogation of any other remedy which Questica may have in the event of such breach.
6. PRODUCT MAINTENANCE AND SUPPORT. For the first year of this Agreement, upon paying the Licensee Fee and for
each year thereafter, provided that Licensee continues to pay the Product Maintenance and Support Fee in accordance with the
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attached quotation, Questica shall provide the Maintenance and Technical Support services (the "Services") for the software as
outlined in Appendix A, if the Licensee is not otherwise in breach of the provisions of this Agreement.
7. HOSTING SERVICES. Questica shall provide the hosting services as described in Appendix B Hosting Services for
the period set forth in the applicable Order Form provided (i) the Licensee is not otherwise in breach of the provisions of this
Agreement; and (ii) Licensee has paid all the applicable fees as set forth in the Order Form.
8. IMPLEMENTATION SERVICES. Ques
Appendix C, in a professional manner, consistent with industry standards. Unless otherwise agreed upon by both parties, or as
the result of a delay on the part of Questica, the obligation to provide professional services to the Licensee expires the earlier of:
1) completion of the services described in the SOW
2) 18 months from the effective date of this Agreement.
9. TRANSITION ASSISTANCE. In the event that Licensee has entered into or enters into agreements with other contractors
or government institutions for additional work related to the capital or operating Budgeting process, Questica agrees to
reasonably cooperate with such other parties. Questica shall not commit any act which will unnecessarily interfere with the work
performed by any such third parties.
In the event of termination of this Agreement, Questica agrees that it shall provide reasonable assistance to, and shall not hinder
a complete transition of the software functionality being terminated from Questica and its subcontractors to the Licensee, or to
any replacement provider designated by the Licensee, without any material interruption of or material adverse impact on the
services provided hereunder or any other services provided by third parties. Any additional services requested by Licensee
during the transition assistance then-standard rates.
10. MEDIA RELEASES. Neither party shall use the name, trademark or logo of the other party without the prior written consent
ica
client in advertising, marketing materials, press releases and similar materials.
11. USE OF SUBCONTRACTORS. All persons assigned by Questica to perform obligations under this Agreement shall be
employees or authorized subcontractors of Questica and shall be fully qualified to work under this Agreement. Questica shall
use commercially reasonable efforts to make available an adequate number of appropriately qualified personnel are employed
and available to satisfy its obligations as outlined in this Agreement.
12. EXPORT CONTROL. The Software is intended for distribution only in the United States and Canada. Licensee agrees that
it will not directly or indirectly, export or re-export the Software (or portions thereof) to any country, person, entity or end user
subject to U.S. or Canadian export restrictions.
13. MISCELLANEOUS. This Agreement, including all Schedules and Exhibits attached hereto, is the entire agreement between
oral or written
representations or agreement related thereto. Except as otherwise provided herein, no term or provisions hereof shall be deemed
waived and no breach excused unless such waiver or consent shall be in writing and signed by the Party to, or waiver of, a
breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of, or excuse for any other different
or subsequent breach.
14. HEADINGS; SEVERABILITY. The headings and other captions in this Agreement are for convenience and reference only
and are not to be construed in any way as additions or limitations of the covenants and agreements contained in this Agreement.
In the event that any provision hereof is found invalid or enforceable pursuant to judicial decree or decision, any such provision
shall be deemed to apply only to the maximum extent permitted by law, and the remainder of this Agreement shall remain valid
and enforceable according to its terms.
IN WITNESS WHEREOF, the parties have duly executed this Agreement.
CITY OF DENTON, TEXAS
Per ________________________
Todd Hileman, City Manager
Date___________________________
I have authority to bind the organization
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QUESTICA INC.
Per ________________________
Alan Booth, Treasurer
Date___________________________
I have authority to bind the organization
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APPENDIX A Maintenance and Technical Support Services
(A) Product Maintenance. On an as-available basis, Questica will provide enhancements, modifications or upgrades to
the Updates
New Product
standards, does not replace the Software licensed hereunder.) Updates do not include:
I. Platform extensions including product extensions to (i) different hardware platforms; (ii) different windowing
system platforms; (iii) different operating system platforms
II. New applications
III. Services associated with the application or installation of Updates
Installation of Updates is the responsibility of the Licensee. If requested, Questica will provide assistance in the
installation of Updates at its then current rates, including the testing of any site specific customizations. Questica will
provide a quote for any required rework associated with customizations resulting from the upgrade.
(B) Technical Support Services. Questica will provide phone and e-mail based technical support of a reasonable nature
as described herein. A technical support incident or problem is a single user defined problem seeking resolution. It
must be related to the original intent and design of the software. Technical Support Services include the support of
Questica supplied integrations that have not been modified by the Licensee. Each Technical Support Service incident
is deemed closed when a remedy, workaround, or recommendation for the installation of a current maintenance release
has been offered, and a commercially reasonable effort has been made to restore operation to the original intent and
design of the Software. Technical Support Service does not include:
I. Custom programming services;
II. On-site support;
III. Software installation or re-installation;
IV. Update Installation, or data and report updates required to support Updates;
V. Licensee developed interfaces, API interactions, or customizations;
VI. Licensee developed reports;
VII. End-User training or re-training;
VIII. Licensee hardware issues;
IX. Correction of data issues derived from user error or Software misuse;
X. Changes to Questica developed custom reports or Permitted Customizations (including Questica supplied
custom business rules or customized user screens) that are outside the scope of the accepted specification,
scope of work, or authorized change requests;
XI. Corrections to Questica developed custom reports or Permitted Customizations beyond six (6) months from
the date of delivery (the upgrade protection period); and
XII. Changes to integration functionality made necessary due to Licensee server modifications/replacement, or
changes by upgrades or changes to the integrated financial system software or hardware.
Questica may at its sole discretion, periodically make reasonable modifications or changes to the Technical Support Services
and/or Product Maintenance Services provided.
Licensee is responsible for ensuring that its personnel have sufficient training to attain and maintain competence in the operation
of the Software.
Technical Support Service
8:00pm, Eastern Standard Time on Business Days. Extended coverage is available for an additional fee.
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APPENDIX B Hosting Services
Hosting Services. Questica shall provide technical support and the associated hardware infrastructure to maintain the various
Questica databases in a hosted environment. This includes performance tuning, database backups, disaster recovery availability,
applying software upgrades and patches at the direction of the Licensee, performing 24X7 server monitoring. Hosting Services
do not include:
I. Testing customizations during an upgrade
II. Restoring a database backup required because of a Licensee error
III. Migrating data or reports among instances (example: from training or testing to production)
Questica may at its sole discretion, periodically make reasonable modifications or changes to the Hosting Services provided.
Licensee is responsible for ensuring that its personnel have sufficient training to attain and maintain competence in the operation
of the Software.
ay,
8:00am through 8:00pm, Eastern Standard Time on Business Days. Extended coverage is available for an additional fee.
Questica will provide an initial response to all properly submitted support requests within two (2) business hours of initial
submission.
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APPENDIX C SCOPE OF WORK (SOW)
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Scope of Work
Questica Budget Implementation
for
City of Denton
1. Revision History
Rev. Date Authors Notes/Changes
1 Jul. 20, M. Parkinson Added Single Sign-on
2018
2. Scope of Work
In the Scope of Work tables,
Entry Meaning
In scope The task or function is within the scope of work to be undertaken by Questica
professional services.
Customer The task or function is not within the scope of work to be undertaken by Questica
task professional services, but will be undertaken by The Customer, with such help from
Questica as is detailed in the item description.
Not in scope The task or function is not within the scope of work to be undertaken by Questica
professional services, nor will it be undertaken by The Customer.
Questica and The Customer agree that the implementation of Questica Budget is a shared responsibility
and that neither party is in total command of all the resources necessary to achieve objectives within
mutually agreed timeframes. However, both Questica and The Customer agree that they will employ
their best efforts to complete their agreed tasks on a timely basis. Neither Questica nor The Customer is
expected to have resources available to mitigate timeframe slippage caused by the other party, and
neither shall have an obligation to do so. Delays on the part of The Customer, including putting the
project on temporary hold or switching out project team members, may result in a project Change Order
to cover restart, rework, rescheduling and retraining. This fixed price implementation includes project
management for the duration of the 26 week implementation contiguous from kick-off (see "Project
Management" below).
Initial Data Load
terms referring to the initial migration of data from The Customer's existing systems into Questica.
Where this initial data load is to be performed by Questica, the data shall be returned to Questica in
Excel workbooks. Questica will supply The Customer with blank workbooks which must be completed
according to the defined format and structure.
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For the purpose of this Scope of Work, the definition of Division, Department, Costing Centers, Project,
Fund, GL Account, and Asset Type shall be that found in the Questica Budget Operating & Capital
manuals. The mathematical relationships between these entities shall be those currently supported by
Questica Budget and described in the Questica Budget Operating & Capital manuals. The GL
Account/Account Category, Division/Department, Fund Category/Fund, and Asset Category/Asset Type
structures must be consistent across all years and across the modules (Operating, Salaries, Capital and
Performance) where each of these modules is in use. GL Accounts must be categorized as either a
revenue or expenditure account.
accommodated where possible but is not guaranteed, and can extend the import timeframe.
The Customer will resolve any inconsistencies in the structures prior to providing them to Questica for
import to Questica Budget. Where import data meets these requirements, Questica will populate the
Questica Budget database within 10 business days of receiving the import workbooks. Data returned to
Integrations
external
to Questica Budget.
Questica shall be responsible for providing the software interface into Questica Budget (including data
transformations as described by The Customer) and the operational infrastructure required to manage
the integration.
The customer agrees to provide Questica with assistance in understanding the nature and location of
the data to be integrated and, where required, create or cause to be created all necessary sources of
data including database queries, delimited files, and/or web services.
The Customer is advised that Questica running as a SaaS/hosted system is unlikely to be granted the
local network access to The Customer's other enterprise systems for a direct database-to-database
integration. The most likely mode of data exchange will be via formatted text (.CSV) files transmitted
using FTP or secure FTP. Integration via web services may be possible where the 3rd party system
provides a web services interface supported by Questica. It will be The Customer's responsibility to
create or cause to be created the necessary file transfer mechanism on their side of the transfer; and to
ensure that the 3rd party system's integration components are available, including web services where
used.
Data elements being copied into Questica will be imported provided that the element can be
unambiguously matched to a pre-existing record (for example costing center, fund and GL account). An
exception report is provided for data elements which cannot be thus matched. Integrations will not
create accounts, or segments of the account, where no such account exists in Questica.
and will try to do so, the general ledger integrations are designed to be at the division, department, cost
center/project, fund and GL object level. Unless explicitly stated in this Scope of Work, Questica is not
obligated to support the integration of additional chart of account segments. Questica shall
accommodate reasonable requests for mapping chart fields, to accommodate situations such as legacy
account structures, however such mappings are not guaranteed, and complex and arbitrary mappings
are not in-scope.
Unless specifically listed as a customization, Questica integrations do not include the synchronization of
chart of account strings, segments, or combinations; which is to say that the list of funds, GL accounts,
costing centers, and projects, etc. is not automatically updated from the general ledger or other
external system.
Customizations
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Customizations include custom business rules, modifiers, user interface (grids, forms, etc), non-
standard integrations, hand-
delivery of standard product functionality and services.
2.1. Questica Budget Configuration & Shared
Components
Functional Area Description Scope of
Work
Implementation Questica will configure production and test versions of Questica In scope
Hosting Budget during the implementation period. These will be hosted by
Questica for a period not to exceed 6 months from the signing
hereof.
Production Hosting Questica will provide the hosted operating server environment, as In scope
per the signed hosting agreement.The Customer will provide user
workstation environments as follows:
browsers - Internet Explorer 10 or newer, Microsoft Edge, Safari
latest release (on Mac only), Firefox latest release, Chrome latest
release;
Excel® 2007 or newer (if spreadsheet export/import feature is
required; and/or saving reports as Excel is required);
ClickOnce browser extension (if self-serve report authoring is
required from browsers other than Internet Explorer or Edge).
Questica Access To Questica implementation & technical staff have full access to the Not in scope
Production Server production system for the purpose of system implementation.
(Note: if not then Questica staff will play an advisory role in
implementation).
Project Questica will assign a project manager to lead this In scope
Management implementation on Questica's behalf. The role and responsibility
of the project manager is to ensure that the product is
implemented according to this Scope of Work and to carry out the
tasks detailed in sub-section "2.9.1. Questica Project
Management Responsibilities" of this Scope of Work.
The project manager will hold no more than 1 standing weekly
status meeting, but is available via email and telephone for ad-
hoc contact as needed.
On-Site PM Visits Provision is made for an on-site visit by the Questica project In scope
lead(s). Meeting premises, facilities (including external internet
access) and equipment are to be provided by The Customer. The
on-site visit shall be a minimum of one day and no more than five
consecutive business days within the same working week. Costs
associated with travel, board and lodging for on-site visits are
payable by The Customer as per contract. All other work by the
Questica lead(s) will be carried out off-site and contact will be via
normal telecommunication channels.
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Application Level Determine how and when to use the various security levels Customer
Security available within Questica Budget, enter users and assign them to task
groups and roles. Questica will assist with this task until such
time as administrators have received training in the security
component of Questica Budget.
Single Sign-On Configure Questica Budget to use The Customer's existing In scope
Windows, Google, SAML or CAS Authentication, for user logon.
Import
Import Master Configuration and data import of the following Questica standard In scope
Configuration Data data structures, using data supplied by The Customer in Excel®
workbooks provided by Questica:
ategories and Statistical Accounts;
Standard Reports Provision of Questica Budget's standard reports. These reports In scope
are provided as-is and may not fully address The Customer's
specific reporting requirements.
Administrator Questica's reporting infrastructure allows users to create ad hoc In scope
Authored Reporting views which can be used as datasets when using Report Builder
3.0 for administrator authored reporting ; as the data source for
dashboard widgets; and as part of the ad-hoc analytics interface.
Each ad hoc view requires a base "entity" (database table), which
can be one of Questica's native data entities; a user configured
entity; or a custom built "report entity" which consolidates the
data from multiple entities and presents it to the ad hoc view as a
single entity ready to report on. Questica will be provisioned with
a set of useful report entities and sample ad hoc views.
2.2. Operating Module
The Questica Budget Operating module is included in this installation.
Functional Area Description Scope of
Work
The following optional add-ins offer functionality necessary for very specific
budgeting activities, as described. An additional license cost is associated with
each add-in.
Allocations Add-in The Questica Budget Allocations add-in, to allocate specific In scope
budget lines to multiple costing centers. If the Capital module is
active then budget lines can also be allocated to projects.
Statistical Ledger The Questica Budget Statistical Leger add-in, to budget for non-In scope
Add-in general ledger and non-monetary values, rates and quantities
within costing centers.
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Staff Planning Add-The Questica Budget Staff Planning add-in, to create a staffing Not in scope
in budget which accounts for non-productive time and full shift
coverage, within costing Centers. This add-in requires the Salaries
module as well as the Operating module.
Import Costing Configuration and data import of standard Questica Operating In scope
Centers data structures, using data supplied by The Customer in Excel®
workbooks provided by Questica. At a minimum, the files will
contain the data necessary to:Centers (for each
historical and current/future budget year to be loaded);
Costing Centers to Departments consistent with, and shared by,
the Capital budget module;
Funds;
Import Initial Import the current/future budget, with 1 years of future forecast In scope
Budget data from data import workbooks:
... at the Costing Center level.
Questica will carry out a second import of the current/future
budget if required. This accommodates an initial data load at the
start of the implementation and a refresh prior to going live.
Import Historic Import 2 prior years' Operating budgets from data import In scope
Budgets workbooks. All prior years must have a chart of account structure
that is the same, or a subset of, the initial budget. Only the
amended OR the approved budget will be imported in each of
these prior years, but not both.
Import Actuals Import Operating actuals transactions from data import Customer
Transactions workbooks. If not in scope then The Customer can add their task
historical data manually, or using Questica Budget's spreadsheet
import feature, or use the automated integration once that has
been configured.
Import Initial Import the current/future Operating budget from data import Customer
Statistical Budget workbooks: task
... at the Costing Center level. If not in scope then The Customer
will add their budget data manually or using Questica Budget's
spreadsheet import feature.
Import Historic Import prior years' statistical budgets from data import Customer
Statistical Budgets workbooks. If not in scope then The Customer can add their task
historical data manually or using Questica Budget's spreadsheet
import feature.
Import Statistical Import statistical actuals translations from data import Customer
Actuals workbooks. If not in scope then The Customer can add their task
Transactions historical data manually, or using Questica Budget's spreadsheet
import feature.
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Import Initial Staff Import current staff plan as start point for next budget year from Not in scope
Plan data import workbooks. If not in scope then The Customer can
add their staff plans manually.
Note that staff plans are not simple 2 dimensional data that can
be represented in a spreadsheet. It is not possible to load staff
plans in bulk from Excel® workbooks.
Budget Export Automated facility to transfer the Operating module budget data In scope
general ledger at
the approved budget object/costing center level on an annual or
other basis when invoked by a user.Note that this scope item is in
addition to the built-in budget export, which will create a CSV file
using the configured account structure suitable for import into
most general ledger systems.In addition to the limitations noted
in the general Integrations section of this Scope of Work; and
notwithstanding items expressly referenced in the
and/or other
communications between Questica and The Customer to the
contrary, standard limitations of this integration include, but are
not limited to, the following points:
than 1 custom export configuration of the approved budget;
custom user interface will be created for the selective export of
sections of the budget;
support the export of changes since the last export, such as
nded
Amended Budget Automated facility to transfer individual approved amendments to Not in scope
Export the Operating module budget data, from Questica Budget to The
required. This interface is required only in the case where The
Customer requires the amended budget to be synchronized
between the two systems and where the Other general ledger
cannot be updated by re-running the full export provided in the
Actuals Import In scope
Other general ledger to the Questica Budget Operating module at
a transaction level on a daily basis when automatically
scheduled; and/or on demand.
Note that this scope item is in addition to the built-in actuals
import which is able to read a CSV file, provided it conforms to
some simple formatting requirements and the configured account
structure.
Notwithstanding items expressly referenced in the
communications between Questica and The Customer to the
contrary, standard limitations of this integration include, but are
not limited to, the following points:
an 1 import configuration of the
actual costs transactions;
sections of the budget within two date ranges, no other criteria
will be available;
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say that it cannot
be used to amend the budget.
2.3. Salaries Module
The Questica Budget Salaries module is included in this installation.
Functional Area Description Scope of
Work
Configuration and data import of standard Questica Salaries data structures,
using data supplied by The Customer in Excel® workbooks provided by Questica.
At a minimum, the files will contain the data necessary to:
Create modifiers (benefits);
For the purpose of the above, the definitions of positions, Salary grades, Salary
grade steps, employees and modifiers shall be those found in the Questica
Budget Salaries manual. The relationships between them shall be those
currently supported by Questica Budget and described in the Questica Budget
Operating Manual.
Questica will carry out a second import of the Salaries module data if required.
This accommodates an initial data load at the start of the implementation and a
refresh prior to going live with the Salaries module.
Import Positions & Import from data import workbooks. In scope
Employees
Import Grades & Import from data import workbooks. In scope
Scales
Create Benefits Customer
(Modifiers) such as benefits, allowances, and insurance. If not in scope then task
The Customer can enter modifiers manually.
Note that modifiers are not simple 2 dimensional data that can
be represented in a spreadsheet. It is not possible to load
modifiers in bulk from Excel® workbooks.
Import Import from data import workbooks. In scope
Position/Costing
Center Allocations
Payroll Actuals Automated facility to transfer actual payroll transactions at the Not in scope
Import
system to the Questica Budget Operating module; automatically
scheduled, and/or on demand.
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HR Data Sync. Automated facility to synchronize Salaries data between Questica In scope
responsible for providing the software interface into Questica
Budget and the operational infrastructure required to manage the
integration. The Customer shall be responsible for making
available the data to be exported from the JDE system, either in
CSV formatted files or by ensuring that the standard JDE to
Questica Budget integration component is available for extracting
data from and updating data within that system. This will be
through the export and import of structured files or by providing
database interfaces (stored procedures and queries). This
integration synchronizes:
employees;
employee-position relationships;-costing
center relationships. The integration of profiles (bargaining units),
grades, steps, pay scales and benefits shall not be included
this Scope of Work. Notwithstanding responses to Requests for
Proposals or other communications between Questica and The
Customer, the integration of custom chart field items is not
included
of this Scope of Work.
2.4. Capital Module
The Questica Budget Capital module is included in this installation.
Functional Area Description Scope of
Work
Import Projects Configuration and data import of standard Questica Capital data In scope
structures, using data supplied by The Customer in Excel®
workbooks provided by Questica. At a minimum, the files will
contain the data necessary to:
closed projects where historical
budget is to be loaded);
the Operating budget module;
The configuration data may optionally contain data necessary to:
e Asset Categories & Asset Types;
Initial Capital data imported into Questica Budget from Excel® files
Import Initial Import the current/future Capital budget, with 5 years of future In scope
Budget forecast data from data import workbooks:
line items with GL Accounts and Funds... at the Project
level.Questica will carry out a second import of the current/future
budget if required. This accommodates an initial data load at the
start of the implementation and a refresh prior to going live.
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Import Historic Import 2 prior years' Capital budgets from data import workbooks. In scope
Budgets All prior years must have a chart of account structure that is the
same, or a subset of, the initial budget. Only the amended OR the
approved budget will be imported in each of these prior years, but
not both.
Import Actuals Import Capital actuals transactions from data import workbooks. Customer
Transactions If not in scope then The Customer can add their historical data task
manually, or using Questica Budget's spreadsheet import feature,
or use the automated integration once that has been configured.
Budget Export Automated facility to transfer the Capital module budget data In scope
project ledger the approved budget object/costing Summarized
level on an annual or other basis when invoked by a user.
Note that this scope item is in addition to the built-in budget
export, which will create a CSV file using the configured account
structure suitable for import into most general ledger systems.
In addition to the limitations noted in the general Integrations
section of this Scope of Work; and notwithstanding items
Scope of Work; and/or other communications between Questica
and The Customer to the contrary, standard limitations of this
integration include, but are not limited to, the following points:
configuration of the approved budget;
export of sections of the budget;
budget (does not support the export of
changes since the last export, such as amendments, which is a
Amended Budget Automated facility to transfer individual approved amendments to Not in scope
Export the Capital module budget data, from Questica Budget to The
Other general ledger (or project ledger), or the other
direction as required. This interface is required only in the case
where The Customer requires the amended budget to be
synchronized between the two systems and where the Other
target system cannot be updated by re-running the full export
Actuals Import In scope
Other general ledger or project ledger to the Questica Budget
Capital module at a transaction level on a daily basis when
automatically scheduled; and/or on demand.
Note that this scope item is in addition to the built-in actuals
import which is able to read a CSV file, provided it conforms to
some simple formatting requirements and the configured account
structure.
Notwithstanding items expressly referenced in the
communications between Questica and The Customer to the
contrary, standard limitations of this integration include, but are
not limited to, the following points:
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actual costs transactions;
ted for the selective import of
sections of the budget within two date ranges, no other criteria
will be available;
be used to amend the budget.
2.5. Performance Measures Module
The Questica Budget Performance Measures module is included in this implementation.
Functional Area Description Scope of
Work
Measure Categories Configuration of Performance Measures Categories and Units, In scope
and Units establishing those lookup values within the system. If not in
scope then The Customer will leverage Questica provided training
to determine how to configure these.
Initial Performance Measures imported into Questica Budget from Excel® files
Measures If not in scope then The Customer will leverage Questica provided In scope
training to determine how to enter Performance Measures into
the system.
Note that Measures are not simple 2 dimensional data that can
be represented in a spreadsheet. It is not possible to create
Measures in bulk from Excel® workbooks."
Scorecards If not in scope then The Customer will leverage Questica provided In scope
training to determine how to configure Performance Measure
Scorecards within the system.
If automated import of Measure Actuals is required then a custom interface can
2.6. OpenBook
Functional Area Description Scope of
Work
System General configuration of OpenBook to set the look-and-feel, Not in scope
Administration captions, and add users. As a customer task, The Customer will
leverage Questica's training material to understand the
administration options.
DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273
Configuration of Not in scope
Visualizations to their OpenBook site. Each dataset is displayed according to a
template selected from a library of visualization styles. As a
customer task, The Customer will leverage Questica's training
material to understand the administration options.
Configuration of The Customer is able to create their own ad hoc views as a Not in scope
Questica Budget convenient source of data for OpenBook. The Customer can
leverage Questica's training material to learn how to create ad
hoc views and how to publish them to OpenBook.
Import from Connection of OpenBook to Questica Budget, through a shared Not in scope
Questica Budget API key, and the publication of ad hoc views for seamless import
of data into OpenBook from Questica Budget. The Customer can
leverage Questica's training material to learn how to connect
Questica Budget to OpenBook.
Import from CSV Population of datasets through the import of .CSV files. The Not in scope
Files Customer can leverage Questica's training material to learn how
load and configure datasets from CSV files.
2.7. Training
Functional Area Description Scope of
Work
Questica maintains a substantial set of training courseware online in the Questica Academy. All
relevant material on the Academy is available to all users during and after the implementation.
Questica's standard training model is to train the trainers and/or advanced users within the Customer's
organization in all aspects of the application related to the system delivered. Training is a blend of
online courseware and "live" training, either in a classroom or via a web conference. In the case of
video training the project manager will field any outstanding questions. Where a specialist trainer is "In
Scope" below this might be as a follow-up to a video or presentation of the entire course.
Questica's project manager will help determine at which point in the implementation the delivery of
training is most appropriate. The Customer may prefer to receive some or all of their training in the
early stages of the implementation, in the knowledge that such training will need to be carried out
using a generic training database. Alternatively the Customer may choose to wait until the
implementation is substantially complete in order to be trained on their own instance of Questica.
Having received train-the-trainer training, the Customer is responsible for training the "end users",
except where explicitly included in scope (below).
Note that Questica offers, as a service, the creation of online courseware for end users that is tailored
to the Customer's system and processes.
The following sections detail the proposed training. The project manager and the Customer will
determine the final training plan and topics may be swapped to receive more of one and less of
another, provided that the total amount of training does not exceed the proposed plan.
DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273
Training: Training in Questica Budget administration is delivered via a In scope
Administration series of training courseware, such as pre-recorded videos. This
will be delivered in one training session.
Training: Training in the use of ad hoc views and dashboards is delivered In scope
Administrator via pre-recorded training videos. Questica also provides
Authored Reporting instructional videos on the use of the Report Builder 3.0 report
authoring tool but recommend that users make use of the many
online resources to gain expertise in this tool. Up to 2 training
sessions will be held on these topics.
Train-the-Trainer: Customer
Allocations feature is delivered via a pre-recorded training video. task
Train-the-Trainer: Customer
Change Requests feature is delivered via a pre-recorded training video. task
Train-the-Trainer: Not in scope
Statistical Ledger budgeting feature is part of the Operating training where this
optional feature is in scope.
Train-the-Trainer: Questica Budget's In scope
Operating Operating module. Up to 3 training sessions will be held on this
topic.
Train-the-User: Customer
Operating Operating module. task
Train-the-Trainer: Not in scope
Staff Planning Operating module.
Train-the-User: Staff Customer
Planning Operating module. task
Train-the-Trainer: In scope
Salaries Salaries module. This will be delivered in one training session.
Train-the-User: Customer
Salaries module. task
Train-the-Trainer: In scope
Capital module. Up to 2 training sessions will be held on this topic.
Train-the-User: Customer
Capital module. task
Train-the-Trainer: In scope
Performance Performance module is via pre-recorded training video.
Measures
Train-the-User: of Questica Budget's In scope
Performance Performance module.
Measures
DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273
On-Site Training On-site training will be provided by a Questica trainer, using In scope
Visits Customer provided facilities and equipment at premises provided
by The Customer. The on-site training shall be a minimum of one
day and no more than five consecutive business days within the
same working week. Costs associated with travel, board and
lodging for on-site training are payable by The Customer. Any
other training provided by Questica will be delivered using web
conferencing tools. In this case attendees are able to participate
in the training from multiple locations, using their own computer
or a shared system (their own computer is recommended). Audio
is provided by telephone or the computer's own audio facilities.
2.8. Customizations
2.8.1. Custom Business Rules (CBRs), Modifiers, User
Interface
The following customizations are included within this Scope of Work:
*** Notes: Guidance to Assist the City of Denton in understanding the data exports from JDE
Customizations not listed here can be accommodated upon receipt and acceptance of a change order,
which will include a specification and may include an estimate for the work to be charged on a time &
materials basis at the applicable rate.
2.8.2. Custom Reports, Custom Ad Hoc Entities and Custom
Dashboards
This Scope of Work does not include the development of custom reports or ad hoc entities.
Custom reporting and dashboard requirements not listed here can be accommodated upon receipt and
acceptance of a change order, which will include a specification and may include an estimate for the
work to be charged on a time & materials basis at the applicable rate.
2.8.3. Specifications
Before Questica undertakes any customizations described herein, as well as integrations with other
systems, and data imports, The Customer and Questica shall prepare and sign-off on the detailed
2.8.4. Change Orders
Any changes to the agreed specifications, including changes requested by The Customer within the
warranty period, shall be the subject of a new change order and the work to be carried out thereunder
shall be separately quoted, agreed, and billed and shall not be included as part of this Scope of Work.
2.8.5. Warranty
DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273
2.9. Project Management
2.9.1. Questica Project Management Responsibilities
1. Coordinating the development of the project plan in consultation with The Customer project
manager and team members.
2. SoW.
3. Ensuring that members of The Customer staff are sufficiently educated in the Questica Budget
application to understand the implications of initial design decisions.
4. Providing The Customer with timely and detailed descriptions of the items identified as
5.
within this SoW.
6. Advising The
when prerequisite customer tasks, such as the completion of data import templates or approval
of report specifications, are advanced or delayed.
7. Monitoring the progress of the project and advising The Customer of risks to its on-time
completion.
8. Coordinating the completion and approval of change orders.
2.9.2. The Customer Project Management Responsibilities
1. within this SoW.
2.
this SoW.
3. Ensuring that change orders contain a full specification of the changes required.
4. Ensuring that customizations are fully specified and documented.
5. Ensuring that all Customer team members have a clear understanding of their responsibilities
to the project.
2.9.3. Project Planning
1. The project plan will be prepared by the Questica project manager in consultation with The
2. The project planning phase will determine whether Questica Budget modules are to be
implemented serially or in parallel and, if serially, the order of module implementation.
3. The implementation of each Questica Budget module will involve the following stages:
a. An overview of, and training in, the module and the ways in which the module can be
extended by configuration and customizations.
b. A determination of how best to configure and, if necessary, customize the module to
meet the objectives of The Customer.
c. An overview of the advantages and, if present, disadvantages of the proposed
configuration and customizations.
d. Documentation of the agreed configuration and customizations.
e. The preparation of data import templates consistent with the agreed configuration and
customizations.
f. The completion by The Customer of the data import templates.
g. The import by Questica of the data import templates.
h. Customer approval of the imported Questica Budget structures and data.
i. The creation by The Customer of a technical environment in which Questica Budget can
operate.
j. The deployment of the Questica Budget application and database on The Customer
servers.
k. The creation of custom ad hoc models to support the reporting of custom fields.
l. Training in the use of ad hoc modeling for Report Builder 3.0.
DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273
m. Determination of custom reporting requirements that cannot be met by the standard
reports and the use of Report Builder 3.0.
n. The preparation of change orders and specification for any custom reports not detailed
in this Scope of Work.
o. The development by Questica of any required custom reports detailed in this Scope of
Work.
p. The testing and acceptances of custom reports and report views.
q. The deployment of custom reports and report views.
r. The development of an integration strategy for updating the Questica Budget database
with actual result data from the financial system and the passing of budget data into the
financial system.
s. The development by The Customer of the integration components (queries, intermediate
tables, file output/input etc.) which are required to access actual data from the financial
system/HR System and update the financial system with budget data.
t. The development by Questica of:
i. integration components which transform budget data prior to updating the
financial system;
ii. integration components which transform actual result data prior to updating the
Questica Budget database;
iii. integration components required to initiate the execution of integrations.
u. The deployment of all integration components.
v. The testing and acceptance by The Customer of the integration components.
2.10. Customer Resources
1. The requirement for Customer resources is variable with:
a. The duration of the project.
b. The degree of internal Customer consultation.
c. The level of internal Customer agreement.
d. The number of customizations.
e. The familiarity of Customer staff with the SQL Server environment.
DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273
Exhibit H
House Bill 89 - Government Code 2270
VERIFICATION
I, _______________________________________________, the undersigned
representative of ______________________________Company or Business name
(hereafter referred to as company), being an adult over the age of eighteen (18)
years of age, verify that the company named-above, under the provisions of
Subtitle F, Title 10, Government Code Chapter 2270:
1. Does not boycott Israel currently; and
2. Will not boycott Israel during the term of the contract the above-named
Company, business or individual with City of Denton.
Pursuant to Section 2270.001, Texas Government Code:
1.
with, or otherwise taking any action that is intended to penalize, inflict
economic harm on, or limit commercial relations specifically with Israel, or
with a person or entity doing business in Israel or in an Israeli-controlled
territory, but does not include an action made for ordinary business
purposes; and
2. -profit sole proprietorship, organization,
association, corporation, partnership, joint venture, limited partnership,
limited liability partnership, or any limited liability company, including a
wholly owned subsidiary, majority-owned subsidiary, parent company or
affiliate of those entities or business associations that exist to make a profit.
___________________________________
Name of Company Representative (Print)
________________________________
Signature of Company Representative
_________________________________
Date
Contract # 6570
DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273
Exhibit I
Senate Bill 252 -Government Code 2252
CERTIFICATION
I, ______________________________________________, the undersigned
representative of ________________________________________________
(Company or business name) being an adult over the age of eighteen (18) years of
age, pursuant to Texas Government Code, Chapter 2252, Section 2252.152 and
Section 2252.153, certify that the company named above is not listed on the website
of the Comptroller of the State of Texas concerning the listing of companies that are
identified under Section 806.051, Section 807.051 or Section 2253.153. I further
certify that should the above-named company enter into a contract that is on said
listing of companies on the website of the Comptroller of the State of Texas which
do business with Iran, Sudan or any Foreign Terrorist Organization, I will
immediately notify the Department.
___________________________________
Name of Company Representative (Print)
________________________________
Signature of Company Representative
_________________________________
Date
Contract # 6570
DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273
Exhibit J
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.
Name of vendor who has a business relationship with local governmental entity.
1
2
Check this box if you are filing an update to a previously filed questionnaire.
th
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7 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
Contract # 6570
Certificate Of Completion
Envelope Id: D07CCFD6F6E14CB7BF7747E5BC187273Status: Completed
Subject: City Council Docusign Item - 6570 Budget Software
Source Envelope:
Document Pages: 57Signatures: 10Envelope Originator:
Certificate Pages: 6Initials: 0Cindy Alonzo
AutoNav: Enabled901B Texas Street
EnvelopeId Stamping: EnabledDenton, TX 76209
Time Zone: (UTC-08:00) Pacific Time (US & Canada)Cynthia.Alonzo@cityofdenton.com
IP Address: 129.120.6.150
Record Tracking
Status: OriginalHolder: Cindy AlonzoLocation: DocuSign
8/17/2018 12:16:53 PM Cynthia.Alonzo@cityofdenton.com
Signer EventsSignatureTimestamp
Cindy AlonzoSent: 8/17/2018 12:32:43 PM
Completed
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Questica, Inc.
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Tabitha MillsopSent: 8/20/2018 4:01:38 PM
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Todd HilemanSent: 8/29/2018 8:26:21 AM
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Jennifer WaltersSent: 8/29/2018 8:41:38 AM
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Sherri ThurmanSent: 8/17/2018 2:48:15 PM
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Jane RichardsonSent: 8/29/2018 8:26:20 AM
jane.richardson@cityofdenton.comViewed: 8/29/2018 8:55:23 AM
Assistant City Secretary
City of Denton
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Electronic Record and Signature Disclosure
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