21-692ORDINANCE NO. 21-692
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNIC'IPAL
CORPORATION, AUTHORIZING THE CITY MANAGER, OR THER DESIGNEE, TO
EXECUTE A CONTRACT WITH ASSETWORKS, LLC, FOR THE SUPPLY OF COMPUTER
MAINTENANCE MANAGEMENT SOFTWARE (CMMS) FOR THE DENTON ENERGY
CENTER; PROVDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVH)N(J
AN EFFECTIVE DATE (RFP 7380 – AWARDED TO ASSETWORKS, LLC, FOR THREE (3)
YEARS, WITH THE OPTION FOR TWO (2) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN
THE TOTAL FIVE (5) YEAR NOT-TO-EXCEED AMOUNT OF $519,390.00).
WHEREAS, the City has solicited, received, and evaluated competitive proposals for the
supply of Computer Maintenance Management Software (CMMS) for the Denton Energy Center;
and
WHEREAS, the City Manager, or a designated employee, has received, reviewed and
recommended that the herein described proposals are the most advantageous to the City considering
the relative importance of price and the other evaluation factors included in the request for proposals;
and
WHEREAS, the City Council has provided in the City Budget for the appropriation of funds
to be used for the purchase of the materials, equipment, supplies, or services approved and accepted
herein; NOW, THEREFORE,
THE couNcn OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The items in the following numbered request for proposal for materials,
equipment, supplies, or services shown in the “Request Proposals” on file in the office of the
Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City
considering the relative importance of price and the other evaluation factors included in the request
for proposals.
RFP
NUMBER CONTRACTOR AMOUNT
7380 AssetWorks, LLC $5 19,390.00
SECTION 2. That by the acceptance and approval of the above numbered items of the
submitted proposals, the City accepts the offer of the persons submitting the proposals for such items
and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms,
specifications, standards, quantities, and for the specified sums contained in the Proposal Invitations,
Proposals, and related documents.
SECTION 3. That should the City and person submitting approved and accepted items and
of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance,
approval, and awarding of the proposals, the City Manager, or their designated representative, is
hereby authorized to execute the written contract which shall be attached hereto; provided that the
written contract is in accordance with the terms, conditions, specifications, 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, hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of Denton
under this ordinance to the City Manager of the City of Denton, or their designee.
SECTION 5. By the acceptance and approval of the above enumerated bids, 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
approval.
„„„d=h;y mUgpm Jh igrdinance was “:it :,Li#following vote n- D ]:
Aye Nay Abstain Absent
Mayor Gerard Hudspeth:
Birdia Johnson, District 1 :
Connie Baker, District 2:
Jesse Davis, District 3 :
John Ryan, District 4:
Deb Armintor, At Large Place 5 :
Paul Meltzer, At Large Place 6:
\/
V
\//
/
P
nA
PASSED AND APPROVED thi, th, £90' d,y ,f AD(\ \202 1
mRTFD=iRISsaraAt–M
1\\111111/if
ATTEST:
ROSA RIOS, CITY SECRETARY
a
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
Digitally signed by Marcella Lunn
DN: dc=com, dc=cityofdenton, dc=codad,
ou=Department Users and Groups
iN\Vb ::Jv::,e!?l!:::=nment' 'u=Lega1
Date: 2021.03.1 0 08:44:47 -06'00'
ABY, \xt,LVMJ\
DocuSign Envelope ID: DD2BC588-2713406C-BDAC>-E653771638A9
DENTON
Docusign City Council Transmittal Coversheet
7380
File Name DEC Computerized Maintenance Management System
Purchasing Contact I chri sta chri st1 an
City C,,„,iIT,rg,t Date Ap'11 20’ 2021
Piggy Back Option
Contract Expiration
Ordinance
RFP
Yes
Apri 1 20 , 2026
21-692
DocuSign Envelope ID: DD2BC588-2713-406C-BDA0-E653771638A9
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND ASSETWORKS
(CONTRACT 7380)
THIS CONTRACT is made and entered into this date 04/20/2021 , by
and between AssetWorks, LLC a Pennsylvania State corporation, whose address is 998 Old Eagle
School Rd., Suite 1215, Wayne, PA 19087, 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 accordance with the City’s document
RFP7380 – Denton Energy Center Computerized Maintenance Management System, 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)
(b)
(C)
(d)
(e)
(f)
(g)
Special Terms and Conditions (Exhibit “A”);
City of Denton’s RFP 7380 (Exhibit “B” on File at the Office of the Purchasing
Agent) ;
Assetworks Master Agreement (Exhibit “C”);
Contractor’s Order Form (Exhibit "D");
Insurance Requirements (Exhibit “E”);
Certificate of Interested Parties Electronic Filing (Exhibit "F");
Form CIQ – Conflict of Interest Questionnaire (Exhibit tIG");
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions
of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence
first to the written agreement then to the contract documents in the order in which they are listed
above. These documents shall be referred to collectively as “Contract Documents.”
Prohibition on Contracts with Companies Boycotting Israel
Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel
during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed
to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Supplier
certifres that Supplier’s signature provides written verifIcation to the City that Supplier: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or
maintain the requirements under this provision will be considered a material breach.
Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign
Contract # 7380
DocuSign Envelope ID: DD2BC588-2713406C-BDA0-E653771638A9
Terrorist Organization
Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do
business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Supplier certifres
that Supplier’s signature provides written yetiDcation to the City that Supplier, pursuant to Chapter
2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments
under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to
meet or maintain the requirements under this provision will be considered a material breach.
The parties agree to transact business electronically. Any statutory requirements that certain terms
be in writing will be satisfied using electronic documents and signing. Electronic signing of this
document will be deemed an original for all legal purposes.
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
:T P L I E 1S1:L @aIL CITY OF DENTON, TEXAS
DocuSigned by: ’
BY: Iht/%@
SARA– Il-EN-gl EY
CITY MANAGER
AUTHORIZED SIGNATURE
Printed Name : Rob Hallett
by:
4BY
by:
Title: General Manager
ATTEST:
ROSA RIOS, CITY SECRETARYPOC: 303.809.6753
PHONE NUMBER
POC: metise.moore@assetworks.com
EMAIL ADDRESS
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
TEXAS ETHICS COMMISSION
1295 CERTIFICATE NUMBER BY:ALarCLLLa(JMADL
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
Antonio Puente
PRINTED NAME
.Executive Manager of Utilities,
TITLE
Electric Administration
DEPARTMENT
Contract # 7380
DocuSign Envelope ID: DD2BC588-2713406C-BDAO-E653771638A9
Exhibit A
Special Terms and Conditions
1. Total Contract Amount
The contract total for services shall not exceed $519,390.00. Pricing shall be per Exhibit F
attached.
2. Contract Terms
The contract term will be three (3) 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. The Supplier’s request to
not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior
to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may
be further extended as needed, not to exceed a total of six (6) months.
Contract # 7380
DocuSign Envelope ID: DD2BC588-2713406C-BDA0-E653771638A9
Exhibit B
City of Denton’s RFP 7380
(on File at the Office of the Purchasing Agent)
Contract # 7380
DocuSign Envelope ID: DD2BC588-2713-406C-BDA0-E653771638A9
\\\AssetWI',IR KS
Exhibit C - RFP 7380
ASSETWORKS MASTER AGREEMENT
The AssetWorks Master Agreement (this “Agreement”) is between the entity (“Customer”) stated on the Order Form ("Order Form"), and
AssetWorks LLC (“AssetWorks” or Contractor). It consists of the terms and conditions listed below, as well as the details on the Order
Form (together, the "Agreement"). It is effective on the date the Order Form is signed by both parties (“Effective Date”).
The Order Form is subject to the following terms and conditions unless Customer has a separate written and signed agreement with
AssetWorks. Your right to use the products and services is conditioned upon acceptance of this Agreement.
These terms shall apply to the products, software and services on the Order Form as applicable:
•
•
Attachment 1
Attachment 2
Attachment 3
Attachment 4
Attachment 5
SaaS License Terms
Software Maintenance Terms
Professional Services Terms
Hosting TermsHardware Terms
1. FEES AND PAYMENT. For recurring services, unless otherwise stated in the Order Form, AssetWorks shall invoice Customer
in advance. All invoiced fees shall be due and payable within 30 days of the receipt of an invoice. For Professional Services, invoices
shall be sent either monthly or upon completion of milestones (as defined in the SOW) and include charges defined in the Order Form
unless otherwise specifically stated in the Order Form. All payments shall be made in United States Dollars.. The pricing on the Order
Form is based upon the quantities listed at the time of purchase. In the event that the number of licenses, assets or sites changes, the
pricing is subject to change.
AssetWorks reserves the right to change the annual SaaS fee by providing the City of Denton Procurement Department Manager written
notice of the increase at least 60 days prior to any scheduled renewal date,
Any amounts not paid when due will be subject to interest accrued at 12% per annum compounded quarterly, which interest
will be immediately due and payable from the due date for payment until the date of actual receipt of the amount in cleared funds by
AssetWorks. Interest payments that are accrued during billing disputes will be credited back to the Customer if said dispute is found to
be through no fault of the Customer,
Customer will be considered delinquent if payment in fun is not received 45 days from the date of the invoice. AssetWorks
reserves the right to suspend or terminate this Agreement and Customer access to the Service if the Customer account becomes
delinquent and is not cured within 10 days. Customer will continue to be charged and hereby agrees to pay for Service during any period
of suspension. Customer’s failure to pay any invoice after this 10 day period shall constitute a material default hereunder and shall entitle
AssetWorks to exercise any and all rights and remedies provided herein or at law including a suspension of Services under the Agreement
In the event of a dispute between the parties that does not result in a termination of the Agreement, Customer agrees to make all Monthly
Service Fee payments due under the Agreement pending the resolution of the dispute.
AssetWorks acknowledges and agrees that the awarding or continuation of this Contract is dependent upon the availability of
funding. The City’s payment obligations are payable only and solely from funds appropriated and available for this Contract. The absence
of appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not appropriated or available
and any deliverables delivered but unpaid shall be returned to the Respondent. The City will not incur a debt or obligation to pay
Respondent any amounts the City does not have the current funds available to pay.
2. TERM. The Term of the Agreement shall commence as of the Effective Date and shall continue for three (3) years (“Initial
Term”)under the terms of the Contractor’s Order Form, attached hereto as Exhibit D. This Agreement shall automatically terminate upon
the expiration of the Initial Term if no renewal Order Form is executed by the parties or the then current Order Form is terminated. unless
terminated eadier as set forth below.
3. WARRANTY DISCLAIMER. Except as expressly set forth herein, AssetWorks disclaims all warranties relating to the services
or deliverables provided hereunder, including but not limited to any warranty of fitness for a particular purpose or merchantability
4. TERMINATION FOR DEFAULT. A Default shall occur if: (1) a party fails to perform any of its material obligations under the
Agreement and such failure remains uncured for 30 days after receipt of written notice thereof; or (2) a party ceases to conduct business,
becomes or is declared insolvent or bankrupt. is the subject of any proceeding relating to its liquidation or insolvency which is not
dismissed within 90 days or makes an assignment for the benefit of creditors.
If Default occurs, the non-defaulting party, in addition to any other rights available to it under law or equity, may withhold its
performance hereunder or may terminate the Agreement by written notice to the defaulting party. Unless otherwise provided in the
Agreement, remedies shall be cumulative and there shall be no obligation to exercise a particular remedy.
5. GOVERNING LAW; VENUE. The Agreement shall be governed by and construed in accordance with the laws of the State of
Texas without regard to choice of law principles. The sole jurisdiction and venue for actions related to the subject matter hereof shall be
the state and Federal courts in the State of Texas . Both parties consent to the jurisdiction of such courts and waive any objections
regarding venue in such courts
6. ASSIGNMENT. Neither the Agreement nor any duties or obligations hereunder shall be assigned or transferred by Customer
without the prior written approval of AssetWorks, which approval may be withheld in the reasonable judgment of the AssetWorks.
Customer agrees that AssetWorks may assign its obligations to a third party subject to Customer's written approval of such change, but
AssetWorks shall remain responsible for performance under the Agreement. All fees will remain intact as outlined in the Order Form.
Page 1 of 11
DocuSign Envelope ID: DD2BC588-2713-406C-BDAO-E653771638A9
\\\
7. SEVERABILITY. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid, void or
unenforceable, the remaining provIsions shall nevertheless continue in full force without being impaired or invalidated in any manner
8. ENTIRE AGREEMENT. The Agreement and any schedules and exhibits thereto contain the entire agreement and
understanding of the parties with respect to the subject matter hereof, and supersedes and replaces any and all prior or
contemporaneous proposals, discussions, agreements, understandings, commitments. representations of any kind, whether oral or
written, relating to the subject matter hereof or the Services to be provided hereunder. It is understood that terms and conditions, if any,
included in Customer’s purchase order or similar document are for Customer’s internal purposes only and any provisions contained
therein shall have no effect whatsoever upon this Agreement.
9. FORCE MAJEURE. Neither party shall be liable for any failure of or delay in performance of its obligations (except for
payment obligations) under this Agreement to the extent such failure or delay is due to acts of God, acts of a public enemy, fires, floods
power outages, wars, civil disturbances, sabotage, terrorism, accidents, insurrections, blockades, embargoes, storms, explosions, labor
disputes (whether or not the employees' demands are reasonable and/or within the party's power to satisfy), failure of common carriers,
Internet Service Providers. or other communication devices. acts of cyber criminals, terrorists or other criminals, acts of any
governmental body (whether civil or military, foreign or domestic), failure or delay of third parties or governmental bodies from whom a
party is obtaining or must obtain approvals, authorizations, licenses, franchises or permits, inability to obtain labor, materials, power,
equipment, or transportation, or other circumstances beyond its reasonable control (collectively referred to herein as "Force Majeure
Occurrences")., however, nothing in this section shall retieve Customer of the obligation to make payments for any products or services
provided by AssetWorks. Any delays shall not be a breach of or failure to perform this Agreement or any part thereof and the date on
which the obligations hereunder are due to be fulfilled shall be extended for a period equal to the time lost as a result of such delays,
Neither party shall be liable to the other for any liability claims, damages or other loss caused by or resulting from a Force Majeure
Occurrence. In the event of an occurrence under this Section, AssetWorks will be excused from any further performance or observance
of the requirements so affected for as long as such circumstances prevail and AssetWorks continues to use commercially reasonable
efforts to recommence performance or observance whenever and to whatever extent possible without delay. AssetWorks shall
immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within ten (10) 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
10. LIMITATION OF LIABILITY. AssetWorks will not be liable for damages that neither party could have reasonably foreseen on
entry into this Agreement. Customer agrees that AssetWorks’ total liability to Customer for any and all damages whatsoever arising out
of or in any way related to this Agreement or any amendment to this Agreement, from any cause, including but not limited to
negligence, errors, omissions, strict liability, breach of contract or breach of warranty shall not, in the aggregate, exceed the amount of
fees paid to AssetWorks in the 12 months preceding the date on which the claim arose,
In no event shall AssetWorks be liable for special, indirect, incidental, economic, consequential or punitive damages, including
but not limited to lost revenue. lost profits, replacement goods. loss of technology rights or services, loss or corruption of data, or
interruption or loss of use of software or any portion thereof regardless of the legal theory under which such damages are sought even if
AssetWorks has been advised of the likelihood of such damages. and notwithstanding any failure of essential purpose of any limited
remedy
11. WAIVER. No provision of the Agreement may be waived unless in writing, signed by both of the parties hereto. Waiver of
default of any provision of the Agreement shall not operate or be construed as a waiver of any subsequent default of such provision, nor
shall a waiver of any one provision of the Agreement be deemed to be a waiver of any other provision
12. AMENDMENTS, SUPPLEMENTS. The Agreement may be amended or supplemented only by the mutual written consent of
the parties’ authorized representative(s).
13. BINDING EFFECT, BENEFITS. The Agreement shall inure to the benefit of and be binding upon the parties hereto and their
respective successors and assigns. Notwithstanding anything contained in the Agreement to the contrary, nothing in the Agreement,
expressed or implied, is intended to confer on any person other than the parties hereto or their respective successors and assigns, any
rights, remedies, obligations or liabilities under or by reason of the Agreement.
14. HEADINGS. The Section headings in the Agreement are inserted only as a matter of convenience, and in no way define, limit,
or extend or interpret the scope of the Agreement or of any particular Section.
15. AUTHORIZATION. Each of the parties represents and warrants that the Agreement is a valid and binding obligation
enforceable against it and that the representative executing the Agreement is duly authorized and empowered to sign the Agreement,
16. RELATIONSHIP OF PARTIES. The relationship of the parties shall at all times be one of independent contractors. Nothing
contained herein shall be construed as creating any agency, partnership or other form of joint enterprise between the parties.
17. CONFLICTING PROVISIONS. This Agreement and all of the exhibits, schedules, and documents attached hereto are intended
to be read and construed in harmony with each other, but in the event any provision in any Attachment conflicts with any provision of this
Agreement, then this Agreement shall be deemed to control. and such conflicting provision to the extent it conflicts shall be deemed
removed and replaced with the governing provision herein. Any terms in a Customer purchase order are deemed to be for Customer’s
own use and are specifically rejected by the Terms of this Agreement.
18. COUNTERPARTS. The Agreement may be executed simultaneously in two or more counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same instrument.
Page 2 of 1 1
DocuSign Envelope ID: DD2BC588-2713406C-BDAO-E653771638A9
\\\
19. SURVIVAL. All provisions of this Agreement, which by their nature should survive termination of this Agreement, will so
survive for the applicable statute of limitations period
20. NOTICE. Any communication or notice hereunder must be in writing, and will be deemed given and effective: (i) when
delivered personally with proof of receipt; (ii) when sent by e-mail; (iii) when deIIvered by overnight express; or (iv) 3 days after the
postmark date when mailed by certified or registered mail, postage prepaid, return receipt requested and addressed to a party at its
address for notices. Each party's address for notices is stated on the Order Form. Such address may be changed by a notice delivered
to the other party in accordance with the provisions of this Section.
21. DISPUTES. In the event of any dispute arising in the performance of this Agreement. AssetWorks and the Customer will seek
to resolve such dispute through good faith. amicable discussions and negotiations. In any action at law or in equity to enforce or
interpret the terms of this Agreement, the prevailing party will be entitled to recover its reasonable attorneys' fees and costs, in addition
to any other relief ordered by the court. Such fees and costs will include those incurred in connection with the enforcement of any
resulting judgment or order, and any post judgment order will provide for the right to receive such attorneys' fees and costs.
22. COUNSEL. By acceptance of this Agreement, each of the Parties acknowledges and agrees that it has had an opportunity to consult WIth
legal counsel and that it hrowingly and voluntarily waives any right to a trial by jury of any dispute pertaining to or relating in any way to the transactions
contemplated by are Agreement, the provisions of any federal, state or local law, regulation or ordinance notwithstanding.
IN WITNESS WHEREOF, the parties have executed this Agreement through their duty authorized representative(s)
AssetWorks LLC Customer
Name: Rob Hallett
SARA HENSLEY
Name
Title:
Sign:
Date.
General Manager
INTERIM CITY MANAGER
Title
b
03 March 202 1 4/21/2021Date
Page 3 of 1 1
DocuSign Envelope ID: DD2BC588-2713-406C-BDA0-E653771638A9
\\\
Attachment 1 - SaaS License Terms
1. SOFTWARE LICENSE
A. For as long as this Agreement is in effect, and City is not in default of any of its obligations under this Agreement,
AssetWorks grants to Customer a non-exclusive, non-transferable Enterprise License (Software) specified in the purchase order (Order
Form). The “Enterprise License” is a license for the Software that allows for an unlimited number of users and tracks an unlimited
amount of assets to be managed in the AssetWorks database. Pricing in Exhibit D Order Form is based on the population of the city,
town, region, fleet, college, university, department, etc. the City utilizes the Enterprise License to cover. Customer's license is to use
the Software in its own business; Customer has no right to use the Software in processing work for third parties. Should City merge with
another entity, or should the population that City utilizes the Enterprise License to cover increase, the SaaS subscription fee may be
adjusted by AssetWorks.
2. NON-DISCLOSURE
A. Subject to the other paragraphs in this Section, Customer agrees that the Software shall be held in confidence by Customer and
shall notbe disclosed to others without the prior written consent of AssetWorks, which may be withheld by AssetWorks in its sole
discretion. This obligation to hold confidential does not apply to any portion of the Software (1 ) developed by Customer and in Customer’s
possession prior to the receipt of same from AssetWorks; (2) which at the time of disclosure is part of the public domain through no act
or failure to act by Customer; or (3) which is lawfully disclosed to Customer without restriction on further disclosure by another party who
did not acquire same from AssetWorks
B. AssetWorks provides documentation for the Software electronically. The Customer may copy, in whole or in part, any such
documentation relative to the Software for Customer’s internal use consistent with this Agreement.
Customer’s records with regard to use of the Software shall be made available to AssetWorks at all reasonable times at AssetWorks’
request to audit Customer’s compliance with thIs Agreement, and Customer shall certify to the truth and accuracy of such records.
Confidentiality for Software: Seller acknowledges that the City of Denton must strictly comply with the Public Information Act, Chapter
552, Texas Government Code in responding to any request for public information related to this Agreement. This obligation supersedes
any connicting provisions of this Agreement. Any portions of material claimed by Seller to be proprietary must be clearly marked as such
Determination of the public nature of the material is subject to the Texas Public Information Act, chapter 552, Texas Government Code
3. LIMITED WARRANTIES
A. AssetWarks represents that it has the right to license the Software to Customer as provided in Section 1. AssetWorks further
represents that the Software will conform to the description contained in the documentation provided or published by AssetWorks
("Documentation”) in the event the Software fails to conform to the description contained in the Documentation, AssetWorks’ sole
obligation shall be to correct the errors as detailed in this Section. This limited warranty is in lieu of all liabilities or obligations ofAssetWorks
for damages arising out of or in connection with the delivery, use or performance of the Software. This warranty extends for a period of
90 days following the date the Software is made available to Customer
B. AssetWorks does not guarantee the privacy, security, authenticity or non-corruption of any information transmitted through the
internet or any mobile or wireless network, or any information stored in any system connected to the internet or to any mobile or wireless
network. AssetWorks shall not be responsible for any claims, damages, costs or losses whatsoever arising out of or in any way related
to Customer’s connection to or use of the internet or of any mobile or wireless network.
C. AssetWorks will not be liable to Customer or any third party for any claims, expenses, damages, costs or losses whatsoever arising
out of or in any way related to Customer’s use of the Software insofar as such Software may be used to store, transmit, display, disclose
or otherwise use data or information which is considered private, confidential, proprietary or otherwise exempt from public disclosure
under applicable law
D. AssetWorks will defend, at its own expense, any action brought against Customer to the extent that it is based on a claim that the
SoRware supplied by AssetWorks infringes a Worldwide patent or copyright, and AssetWorks will pay those costs and damages finally
awarded against Customer in any such action that are attributable to any such claim; provided, such defense and payments are
conditioned on the following: (1) that AssetWorks shall be promptly notified in writing by Customer following its receipt of any such claim;
(2) that AssetWorks shall have sole control of the defense of any action on such claim and all negotiations for its settlement or compromise;
(3) should the Software become, or in AssetWorks’ opinion is likely to become, the subject of a claim of infringement of a Woddwide
patent or copyright, then Customer shall permit AssetWorks, at its option and expense, either to (A) procure for Customer a non-infringing
license to use the Software; (B) modify the Software so that it becomes non-infringing; (C) procure for Customer a depreciated credit for
the SoRware and accept its return. Depreciation shall be an equal amount per year over the lifetime of the Software, which the parties
agree shall be 5 years. AssetWorks shall have no liability to Customer under any provision of this clause with respect to any claim of
patent or copyright infringement that is based on Customer's unauthorized use or combination of the Software with software or data not
supplied by AssetWorks as part of the Software.
E. The warranty period for the Software shall extend for a period of 90 days from the date of delivery of the Software, but in no event
later than 1 year from the date of execution of this Agreement. During the warranty period, in the event that the Customer encounters an
error and/or malfunction whereby the Software does not conform to the description in the Documentation, AssetWorks sole responsibility
under this Limited Warranty is as follows:
1. In the event that, in the mutual and reasonable opinion of AssetWorks and the Customer, there exists an error or
nonconformance to the Documentation, AssetWorks will take such steps as are reasonably required to correct the error with
due dispatch
2. In the event that, in the mutual and reasonable opinion of AssetWorks and the Customer, the error or nonconformance to the
Documentation does not constitute a serious impediment to the normal intended use of the Software, AssetWorks will correct
the error and distribute the correction to the Customer in accordance with AssetWorks’ normal Software revision schedule.
This limited warranty is provided in lieu of all other rights, conditions and warranties. Assetworks makes no other express or implied
warranty with respect to the soRware, including, without limitation. any warranty of merchantability, fitness for a particular purpose and
non-infringement of third party rights. Assetworks does not warrant that any products will be error-free, or that any defects that maY
exist in its products can be corrected. IN NO EVENT SHALL ASSETWORKS BE LIABLE FOR COST OF PROCUREMENT OF
SUBSTITUTE GOODS, LOST PROFITS OR ANY OTHER SPECIAL, INDIRECT, CONSEQUENTIAL OR INCIDENTAL DAMAGES
Page 4 of 1 1
DocuSign Envelope ID: DD2BC588-2713406C-BDA0-E653771638A9
\\\
(INCLUDING BUT NOT LIMITED TO LOST DATA), HOWEVER CAUSED WHETHER OR NOT ASSETWORKS HAS BEEN ADVISED
OF THE POSSIBILITY OF SUCH DAMAGES,
4. TERMINATION
A. The license conveyed pursuant to Section 1 may be terminated by AssetWorks in the event of breach or default by Customer under
this Agreement provided AssetWorks notifies Customer in writing of the breach or default and Customer does not correct same within 30
days of AssetWorks’ written notice.
B. In addition, Customer shall have the right to terminate the Software License at any time; provided such termination shall not relieve
Customer of its obligations (1) to pay any remaining unpaid balance for the total software license fee (as per the Order Form, and (2) to
honor the Professional Services Terms and the Software Maintenance Terms attached hereto..
C. All Software and Documentation shall be and will remain the property ofAssetWorks. Upon termination of this Agreement, whatever
the reason, such Software and Documentation and any copies thereof made by Customer pursuant to Section 2 shall be promptly returned
to AssetWorks
Attachment 2 - Software Maintenance Terms
Term. Maintenance shall commence immediately upon the Effective Date and shall continue under the terms of the Contractor’s Order
Form, attached hereto as Exhibit F. This Agreement shall automatically terminate upon the expiration of the then current Order Form if
no renewal Order Form is executed by the parties or the then current Order Form is terminated
1. Correction of Deviations. In the event that the Customer encounters an error and/or malfunction (“Deviation”) in the
Software, it shall communicate the circumstances and any supporting information to AssetWorks. Upon receipt, AssetWorks will
respond as follows
a. In the event that, in the mutual and reasonable opinion of AssetWorks and the Customer, there exists a Deviation that does
not constitute a serious impediment to the normal intended use of the Software, AssetWarks will correct the Deviation and distribute
the correction to the Customer in accordance with AssetWorks’ normal Software revision schedule.
b. In the event that, in the mutual and reasonable opinion of AssetWorks and the Customer there exists a Deviation that does
constitute a serious impediment to the normal, intended use of the Software, AssetWorks will take such steps as are reasonably
required to correct the Deviation
2.Software Revisions and New Versions
a. The Software may be revised by AssetWorks as a result of the correction of Deviations and/or the release of upgrades or
improvements or modifications designed to improve the performance of the Software and/or to increase the capabilities of the
Software (hereafter "Revisions'’). Revisions shall be of two kinds:
i. Revisions that the Customer is obliged to implement (“Mandatory Revisions”)
ii. Revisions that may be implemented by the Customer at its option (“Optional Revisions”)
No charge shall be made to the Customer for either Mandatory Revisions or Optional Revisions while under a current Maintenance
Agreement
b. New products (“New Products") may be added to the Software by AssetWorks from time to time. Compared to a Revision, New
Products substantially improve the performance of the Software and/or substantially increase its functionality and capability.
AssetWorks, in its sole discretion, shall decide which upgrades and improvements will be issued as Revisions without charge and
which shall be issued as New Products for which there may be a charge.
3. Telephone Hotline Assistance. AssetWorks, at its expense, shall make available technically qualified personnel to respond
to all reasonable telephone requests, Monday through Friday, excluding State holidays, during normal business hours, that may be
made by the Customer relating to the application and operation of the Software. At other times such personnel are available by pager
for emergencies
4. Technical Literature. AssetWorks shall make available to the Customer all technical literature in electronic format that is
considered by AssetWorks to be relevant to the Software and its use within the scope of Customer's operations
5.Proper Use
a. Customer shall not modify the Software or Source Code as defined in the Software License Terms unless specifically authorized
by AssetWorks in writing.
b. The Customer agrees that all reasonable effort shall be taken to ensure that neither the Software nor data files are misused or
modified without the express written permission of AssetWorks.
c. In the event that the Customer or its agents misuses or modifies the Software or data files, including, but not limited to, inserting,
updating, deleting or otherwise modifying data through a means other than the Software, although AssetWorks is not obligated to
correct such misuse, AssetWorks shall be entitled to attempt to correct the situation, if possible, at Customer's expense
d. In the event that diagnostic assistance is provided by AssetWorks, which, in the reasonable opinion of AssetWorks and the
Customer, relates to problems not caused by a Deviation in the Software, such assistance shall be at the Customer's expense.
6. Other Fees and Expenses. If onsite maintenance is required, Customer will pay reasonable travel and living expenses of
AssetWorks’ employees or agents, which shall be billed and paid as the expenses are incurred
Page 5 of 1 1
DocuSign Envelope ID: DD2BC588-2713-406C-BDA0-E653771638A9
\\\
Attachment 3 - Professional Services Terms
1. Services / Statement of Work. AssetWorks will perform the professional services (“Services”) described in the Statement of Work
(“Statement of Work” or “SOW’). The terms of this Attachment 3 shall control any additional or future Statements of Work that may be
executed by the parties during the Term of the Agreement. No Statement of Work shall be of any force and effect unless and until
executed by both AssetWorks and Customer,
2.Price and Payment Term
a, Each Statement of Work will either be on a time and material basis or a fixed price basis, specified in the Statement of Work.
The Statement of Work may or may not include a definitive list of “Deliverables” that must be completed by AssetWorks. In
some instances, the Statement of Work will include a date by which “Deliverables” must be completed.
b. In the event that Services result in greater AssetWorks duties than contemplated by the Statement of Work, Customer will work
closely and in good faith with AssetWorks to modify the Statement of Work to ensure that the Customer's requirements are
addressed and AssetWorks’ fees shall be adjusted to reflect increased Customer requirements.
c. Unless specifically addressed in the Statement of Work, all travel and expenses incurred will be extra and billed at the time ofincurrence
d. Invoiced amounts are due and payable 30 days from the date of the invoice. The preferred means of payment is by electronic
funds transfer (EFT). EFT payments can be accomplished as either a Funds Transfer (Fed VMre) or Direct Deposit (ACH)
e. Custom modules, interfaces and other software can be placed under the AssetWorks Software Maintenance program.
f. AssetWorks reserves the right to apply a late payment charge of 1.2 % per month, or the maximum rate permitted by law if
lower, to amounts outstanding more than 30 days after the receipt of the invoice and AssetWorks retains the right, in
AssetWorks’ sole discretion and in addition to its other rights and remedies, to cease further performance of the Statement ofWork
g. Bill to Address. The invoice will be mailed to the Customer address on the Order Form unless otherwise indicated in theStatement of Work.
3.Resources to be Provided by Customer
Customer shall provide, maintain and make available to AssetWorks, at Customer’s expense and in a timely manner, the
resources described in this Section 3, the Statement of Work, and such other additional resources as AssetWorks may from
time to time reasonably request in connection with AssetWorks performance of the Services. Delays in the provision of these
resources may result in delays in the performance of the Services, or an increase in the Price.
Customer will designate qualified Customer personnel or representatives to consult with AssetWorks on a regular basis in
connection with the Services. Customer will furnish such documentation and other information as is reasonably necessary to
perform the Services.
Customer shall furnish access to Customer’s premises, and appropriate workspace for any AssetWorks personnel working at
Customer’s premises, as necessary for performance of those portions of the Services to be performed at Customer’s premises.
a
b
C
Customer shall meet all assumptions noted on the Statement of Workd
4. Subcontractors. AssetWorks may engage subcontractors to assist in performing Services without the prior written consent of
Customer; provided, AssetWorks shall supervise such sub-contractors and the Services performed by them to the same extent as if
AssetWorks performed the work.
5,Confidentiality
Because either party may have access to information of the other party that the other party considers to be confidential or
proprietary (“Confidential Information”), each party will maintain all Confidential Information in confidence and will use it solely
in the discharge of its obligations under this Agreement and any applicable Statement of Work. Nothing herein will be deemed
to restrict a party from disclosing Confidential Information to its employees and subcontractors in the discharge of such
obligations
Confidential Information will not include information that (i) is, or becomes, generally known or available through no fault of the,
recipient; (ii) is known to the recipient at the time of its receipt from the disclosing party; (iii) the disclosing party provides to a
third party without restrictions on disclosure; (iv) is subsequently and rightfully provided to the recipient by a third party without
restriction on disclosure; (v) is independently developed by the recipient, without reference to the disclosing party’s Confidential
Information; or (vi) is required to be disclosed pursuant to a governmental agency or court subpoena, provided the recipient
promptly notifies the disclosing party of such subpoena to allow it reasonable time to seek a protective order or other appropriate
b
relief
Because of the unique nature of the Confidential Information, each party agrees that the disclosing party may suffer irreparable
harm in the event the recipient fails to comply with its obligations under this Section 5, and that monetary damages may be
inadequate to compensate the disclosing party for such breach. Accordingly, the recipient agrees that the disclosing party may,
in addition to any other remedies available to it, be entitled to injunctive relief.
AssetWorks acknowledges that the City of Denton must strictly comply with the Public Information Act, Chapter 552, Texas
of the City upon receipt. Any portions of such material claimed by AssetWorks to be proprietary must be clearly marked as
C
d
such. Determination of the public nature of the material is subject to the Texas Public Information Act, chapter 552, and Texas
Government Code in responding to any request for public information related to this Agreement. This obligation supersedes
any conflicting provisions of this Agreement. All material submitted by AssetWorks to the City of Denton shall become property
Government Code.
a
6 Intellectual Property
a. Customer and AssetWorks shall each retain ownership of, and all right, title and interest in and to, their respective pre-existing
Intellectual Property.
b. The Services performed, code developed and any Intellectual Property produced pursuant to this Agreement are not “works
for hire
Page 6 of 1 1
DocuSign Envelope ID: DD2BC588-2713406C-BDAO-E653771638A9
\\\
C.As used herein, “Intellectual Property” shall mean inventions (whether or not patentable), works of authorship, trade secrets,
copyright, techniques, know-how, ideas, concepts, algorithms, and other intellectual property incorporated into any Statement
of Work or Deliverable whether or not first created or developed by AssetWorks in providing the Services.
7. Non-Solicitation. During the term of this Agreement, and for 1 year thereafter. Customer shall not solicit the employment of, or
contract for the services of, any person who is/was an employee, agent, or subcontractor ofAssetWorks during the term of this Agreement
Nothing in this section shall prohibit Customer party from placing a bone fide public advertisement for employment which is not specifically
targeted at AssetWorks employees and Customer shall not be restricted from hiring any such person who responds to any such general
solicitation or public advertisement so long as no direct solicitation of such person has occurred
8 Taxes
a. In no event whatsoever shall AssetWorks be liable for sales. use. business, gross receipts or any other tax that may be levied
by any State or Federal Government entity against a contractor to such governmental entity other than taxes upon income
earned by AssetWorks for the goods and/or services provided pursuant this Agreement. This exclusion of tax liability is also
applicable to any goods and/or services that may be provided by AssetWorks under any later Order Form or amendment hereto
regardless of changes in legislation or policy.
b. In the event a taxing authority conducts an audit of this Agreement and determines that an additional tax should have been
imposed on the Services or Deliverables provided by AssetWorks to Customer (other than those taxes levied on AssetWorks
income), Customer shall reimburse AssetWorks for any such additional tax, including interest and penalties thereon. Similarly,
if a taxing authority determines that a refund of tax is due as it relates to the Services or Deliverables provided by AssetWorks
to Customer (except those taxes relating to AssetWorks income), AssetWorks shall reimburse Customer such refund, including
any interest paid thereon by the taxing authority
c. City of Denton is exempt from federal excise taxes, state taxes, and city sales tax and will furnish a tax exemption certificate
upon request
9. Termination for Default. Either party may terminate any Statement of Work if (i) the other party fails to perform a material obligation
of the Statement of Work and such failure remains uncured for a period of 30 days after receipt of notice from the non-breaching party
speciNing such failure; or (ii) a party ceases to conduct business, becomes or is declared insolvent or bankrupt, is the subject of any
proceeding relating to its liquidation or insolvency which is not dismissed within 90 days or makes an assignment for the benefit of
creditors. in addition, AssetWorks may terminate any Statement of Work effective immediately upon written notice to Customer if
Customer fails to make any payment in full as and when due hereunder. Termination of a Statement of Work shall not terminate this
Agreement
Upon termination for whatever reason and regardless of the nature of the default (if any), Customer agrees to pay
AssetWorks the full value for all goods and/or services provided to, and accepted by, Customer up to and including the date of
termination
10. Termination for Convenience. Notwithstanding any other provision in this Agreement, either party may terminate a Statement of
Work by providing a 90 day notice of intent to terminate the Statement of Work
11. Effect of Termination. The Terms of this Agreement shall survive for any Statement of Work which is still pending at the time of
termination until the conclusion of the Statement of Work.
12,Professional Services Limited Warranty
AssetWorks warrants that the Professional Services provided under an Order Form or a Statement of Work authorized under
this Attachment 3 shall be performed with that degree of skill and judgment normally exercised by recognized professional firms
performing the same or substantially similar services. In the event of any breach of the foregoing warranty, provided Customer
has delivered to AssetWorks timely notice of such breach as hereinafter required, AssetWorks shall, at its own expense, in its
discretion either (1) re-perform the non-conforming Services and correct the non-conforming Deliverables to conform to this
standard ; or (2) refund to Customer that portion of the Price received by AssetWorks attributable to the non-conforming Services
and/or Deliverables. No warranty claim shall be effective unless Customer has delivered to AssetWorks written notice specifying
in detail the non-conformities within 90 days after performance of the non-conforming Services or tender of the non-conforming
Deliverables. The remedy set forth in this Section 12 (a) is the sole and exclusive remedy for breach of the foregoing warranty.
a
b. ASSETWORKS SPECIFICALLY DISCLAIMS ANY OTHER EXPRESS OR IMPLIED STANDARDS, GUARANTEES,
WARRANTIES OR IMPLIED WARRANTIES. INCLUDING, WITHOUT LIMITATION ANY WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY WARRANTIES
THAT MAY BE ALLEGED TO ARISE AS A RESULT OF CUSTOM OR USAGE, ANY WARRANTY OF ERROR-FREE
PERFORMANCE, OR ANY WARRANTY OF THIRD PARTY PRODUCTS, OR FUNCTIONALITY OF THE CUSTOMER’S
HARDWARE. SOFTWARE. FIRMWARE. OR COMPUTER SYSTEMS.
c. Customer represents and warrants to AssetWorks that Customer has the right to use and furnish to AssetWorks for AssetWorks
use in connection with this Agreement any information. specifications, data or Intellectual Property that Customer has provided
or will provide to AssetWorks in order for AssetWorks to perform the Services and to create the Deliverables identified in the
Statement of Work.
13. Relationship of Parties. AssetWorks is an independent contractor in all respects with regard to any Professional Services. Nothing
contained in this Agreement shall be deemed or construed to create a partnership, joint venture, agency, or other relationship other than
that of contractor and Customer,
Attachment 4 - Hosting Terms
Page 7 of 1 1
DocuSign Envelope ID: DD2BC588-2713-406C-BDA0-E653771638A9
\\\
1. AGREEMENT OVERVIEW. AssetWorks provides hosting services (“Data Center") to support customers that wish to outsource
the operation and maintenance of the AssetWorks software licensed by Customer under separate licensing agreements.
This Agreement, the Service Level Agreement and the Hosting Scope of Service describe the hosting services to be provided
by AssetWorks (“Hosting Services”), the respective responsibilities of the parties.
2.SERVICES. AssetWorks will perform the Hosting Services as described in the Scope of Services, set forth in below
The scope of services specifically excludes operation and maintenance of the following
• Customer hardware, including Customer's servers, printers, network hardware (including routers and
switches) and other Customer site computing equipment;
Customer application software other than noted in the Scope of Services; and
• Customer Local Area Networks (“LAN")
Customer network infrastructure for connecting to the Internet and to the Data Center
The Services shall be provided subject to the Terms and Conditions, which follow,
3. FEES AND PAYMENT; COMMENCEMENT. Customer shall pay AssetWorks the applicable fees as set forth in the Order
Form
For new Customers, billing for hosting shall commence upon the Effective Date. For existing Customers who are migrating to
the hosted environment, billing shall commence when Customer is notified that the hosted or test environment has been established
4.CUSTOMER RESPONSIBILITIES. The Customer is responsible for
•
Assigning a primary and alternate Customer designated key personnel to coordinate all
communications and activities related to AssetWorks services.
Providing user identification data and determining the appropriate security profile for each
user. Customer will control security at the Application level.
All printing. No print job will print at the Data Center and all physical printing requirements will
be handled by the Customer.
The purchase and installation of printers at Customer’s sites for the Application being utilized
as defined in the Scope of Services.
Installation, operation and maintenance of all workstation software (and Customer’s LAN ,
existing data communications configuration, hardware, or software required at the Customer’s site except as
otherwise stipulated in the Scope of Services. AssetWorks network and network responsibility extends from the
AssetWorks routers at AssetWorks’ sites to all connected equipment at AssetWorks’ sites.
Testing updates and fixes applied by AssetWorks to Applications used by Customer. VMth the
exception of emergency fixes, Customer will test updates and fixes prior to their introduction to the Production
environment within a mutually agreed upon time frame.
Testing upgrades. Upgrades will be moved to production by the AssetWarks at the end of the
Customer testing period unless specific problems are documented in writing to AssetWorks.
Diligent analysis of suspected problems to determine their specific nature and possible
causes before calling the AssetWorks for assistance. Notwithstanding this diligence requirement, Customer is
responsible for informing AssetWorks of any problems encountered in a timely manner.
5. OWNERSHIP OF DATA. Customer shall not obtain any ownership rights, title or interest in the software, hardware or systems
developed or employed by AssetWorks in providing Services under the Agreement. AssetWorks shall not obtain any ownership rights,
title or interest to Customer’s data files. Upon expiration or termination of the Agreement for any reason, AssetWorks agrees to provide
Customer with a copy of Customer’s data files, as they exist at the date of expiration or termination. Data will be delivered in one of the
following formats ASCII comma, separated value (CSV Format) with binary images TIFF, JPG, PDF. Customer requests for data to be
provided in any other format are subject to approval by AssetWorks and may require an additional fee
Hosting Scope of Services
All of the services, functions, processes, and activities described below will be collectively described as the “Hosted Services” for purposes
of this Agreement.
Application
Application refers to the Customer’s licensed AssetWorks software, and third party software hosted by AssetWorks
Support Software
Support Software includes the operating system, utilities, database software, and all necessary licenses required to operate the
Application
Hardware
Server infrastructure using redundant web servers and Oracle RAC database servers is deployed within the primary Data Center.
If required by Customer, Customer shall provide the telecommunications equipment (including the routers to be installed at the Data
Center), communication line, and services for connection from Customer’s site to the Data Center.
Database Instances
AssetWorks win maintain a single Production Database instance. This Production Database will provide the daily, real-time transaction
data to the Application users.
In addition to the Production Database, AssetWorks will maintain one additional, non-production Database (Test). Upon request by
Customer, AssetWorks will populate these additional Databases with Customer's Production data up to 4 times in any 12 month period
at no additional cost.
Custom Reports
For an additional charge, AssetWorks will certify a Customer built Ad-hoc Report for scheduling execution from within the Application
directly against the production database, certifying that the Report performs within appropriate performance guidelines and does not
Page 8 of 1 1
DocuSign Envelope ID: DD2BC588-2713406C-BDAO-E653771638A9
\\\
cause unacceptable response time issues. Once certified, AssetWorks will install the Report into Customer’s production environment to
make it available for execution submission from within the Application.
Backups
Database and file system backups are performed daily. Backup data is stored and retained at a secure offsite facility for 14 days.
Hours of System Operations
The Application will be accessible and available to the Customer and capable of any and all normal operating functions 24 hours a day,
7 days a week except for periods of Scheduled Maintenance and previously approved outages. AssetWorks will not be held responsible
for knaccessibility arising from communications problems occurring anywhere beyond the AssetWorks external network interface, nor will
these hours of unavailability be counted as unavailable,Maintenance
AssetWorks will complete routine maintenance on the Application according to the published schedule. AssetWorks will publish schedules
for subsequent years on its Customer Support web site. AssetWorks will provide at least 30 days notice to any changes in the schedule.
If AssetWorks is required to perform additional maintenance outside of the Scheduled Maintenance window, it will notify the Customer in
writing of its request. The Customer and the AssetWorks win mutually agree on the downtime, which will then be considered a period ofScheduled Maintenance.
Data Classification
The AssetWorks Data Center maintains SSAE16 SOC2 certification/IS027001 compliance as a facility housing CUI (Controlled
Unclassified Information) data at our facility based on the DOJ assessment using NIST 800-53 guidelines for FISMA (Federal
Information Standards Management Agency) standards.
The service levels set forth below apply to the Services provided by AssetWorks under the Agreement.
Page 9 of 1 1
DocuSign Envelope ID: DD2BC588-2713406C-BDAO-E653771638A9
\\\
AVAILABILITY
AssetWorks will use commercially reasonable efforts to provide Services with an average of 99% Availability (as such term is hereinafter
defined) for each quarter during the Term. For purposes of the Agreement, “Availability” during any quarter refers to an Authorized User’s
ability to log into the Application during such quarter, and will be calculated in accordance with the following formula
(y z) / y 100X
Where
• “x” is the Availability of the Application during the quarter;
• “y” is the total number of hours in such quarter minus the number of hours during such quarter that the Customer is unable to
log into the Application because of (a) regularly scheduled maintenance windows for the Application and for times in which Customer has
been notified in writing (including e-mail) by AssetWorks in advance thereof; (b) a Force Majeure Event; (c) non-performance of hardware,
software, ISP connections, and other equipment that is not provided by AssetWorks or certified by AssetWorks for use in conjunction with
the Services (except as such non-performance is directly or indirectly caused by AssetWorks).
• “z” is the number of hours in such month during which the Customer is unable to log into the Application (other than for reasons
set forth in the definition ofy above); provided that AssetWorks has been notified or is otherwise aware (or reasonably should be aware)
of Customer’s inability to utilize the Application.
FEE ADJUSTMENT
In the event that AssetWorks does not meet the Availability levels set forth below, the amount of fees payable by Customer will be reduced
as follows
In the event the average Availability for the Application is less than 99% during any two consecutive quarters, Customer will
receive a credit to its account with AssetWorks of5% of the amount of a quarter’s aggregate AssetWorks Hosting Services fees paid or
payable by Customer to AssetWorks.
AssetWorks’ obligation to provide Customer with fee adjustments as set forth above is conditioned on Customer providing detailed written
notice to AssetWorks of its contention that AssetWorks was unable to meet the applicable Availability levels. Upon receipt of such notice,
AssetWorks shall have 30 calendar days to investigate the contention. If, at the end of the 30 calendar day period it is determined that
AssetWorks did in fact fail to meet the applicable Availability levels. Customer will receive the appropriate credit to its account during the
next invoice cycle.
The remedies set forth in this Section of this Attachment shall be Customer’s sole remedy and AssetWorks’ entire liability in
the event of a breach of this service level agreement, including the failure of any Availability measurements to meet the thresholds set
forth above.
Attachment 5 - AssetWorks Hardware Terms
1. PRICE/SPECIFICATIONS. Price and specifications are subject to change without notice. AssetWorks LLC is not responsible
for typographical and/or photographical errors.
2. PAYMENT TERMS. All hardware will be billed upon delivery. All FueIFocus Integration Licenses will be billed upon delivery of
hardware. Please inspect all orders upon receipt. Please email fuelsupport@assetworks.com to request an RMA for any missing,
damaged, or incorrect orders. You may also call 610-225-8350,
3. RETURN POLICY. AssetWorks LLC products may be returned within 30-days of invoice date for refund, replacement, or
exchange. All product returns must have a Returned Merchandise Authorization (RMA) number issued by AssetWorks marked clearly on
the return package, or the package will be refused, and no credit will be issued.
To request an RMA, please email fuelsupport@assetworks.com . RMAs are valid for 15 days from the date of issuance. The
following information is required for all RMAs:
a. The invoice or packing list number
b. The product name and part number
c. Company name, point of contact, mailing address, email address, and telephone number
d. A reason for the return
If you wish to make a return or exchange, you must present the merchandise within 30 days of purchase. All goods must be
returned in their original packaging. If the items are not received in their original and unused condition, a minimum re-stocking fee of
18% will be charged. Product that has been used will not be accepted for return or exchange unless under warranty or maintenance
contract. Product that has been altered without the specific authorization by AssetWorks will not be accepted. Send returns with the
RMA number clearly marked on the package to:
AssetWorks LLC
AHn: RMA Department
998 Old Eagle School Road, Suite 1215
Wayne, PA 19087
All returns will be processed and fully inspected. All products must be returned in original condition including packaging,
manuals, and accessories (as applicable).
4.RETURN SHIPPING. All returns must be shipped freight pre-paid.
5. UNAUTHORIZED OR REFUSED RETURNS. Packages without a Return Authorization Number will be refused. Additional
charges may apply if all peripherals and accessories are not returned in the original packaging.
6. RETURNS OLDER THAN 30 DAYS. Returns older than 30 days from the invoice date will be subject to a 25% restocking
fee. Only product that is in current production will be accepted and an RMA must be obtained in advance and clearly marked as stated
above. No refunds will be given,
Page 10 of 1 1
DocuSign Envelope ID: DD2BC588-2713-406C-BDA0-E653771638A9
\\\
7. WARRANTY START DATE. "Start Date" as used in this policy means the date this product is shipped from AssetWorks
manufacturing plus 3 months or the FueIFocus go live date, whichever comes first.
8. LIMITED HARDWARE WARRANTY. Warranty coverage for AssetWorks LLC (FueIFocus) products are described below
Additional support coverage can be purchased with your AssetWorks products. Please consult your local AssetWorks sales professional
for annual support and services fees. The terms and conditions governing your warranty on AssetWorks products are located below,
Such terms and conditions supersede all other terms, unless otherwise agreed by AssetWorks.
AssetWorks, LLC ("FueIFocus") provides a 1 year limited product hardware warranty to purchasers of FueIFocus products.
AssetWorks warrants that the product hardware will be free from defects in materials and workmanship during the warranty period,
subject to the following
(a)
(b)
(C)
(d)
(e)
Labor and travel costs are not included, unless required under contract specific terms;
AssetWorks will supply new or rebuilt parts to replace parts that are found to be defective while within the warranty period;
New installations must be registered with the FueIFocus Support Center within 48 hours of installation to receive warranty
benefits, otherwise, the warranty period commences on the date of the invoice;
Help Desk Support is available between the hours of 8:00AM- 5:00PM Monday through Friday upon a Hardware SystemFailure
AssetWorks will repair or replace such product hardware within 14 working days of its receipt of the failed hardware, if in
advance of its receipt, such hardware (1) was evaluated by AssetWorks Technical Support in person or via telephone, and (2)
received a Technical Support RMA number from AssetWorks
Further, the product hardware must be shipped, shipment pre-paid, to AssetWorks, and the RMA number must be clearly
indicated on the shipping box and papers;
Problems caused by faulty installation are not covered under this warranty. This warranty applies only if the equipment has
been installed and used in accordance with the AssetWorks Installation Manual;
Use of service personnel other than qualifIed AssetWorks service providers without prior written approval of the FueIFocus
Product Manager will void the warranty claim;
Use of non AssetWorks replacement parts, defects caused by the use of unauthorized addition of non AssetWorks parts, or by
the unauthorized alteration of FueIFocus parts or equipment will void this warranty;
Damage suffered by FueIFocus equipment resulting from shipping. accident. power surges, neglect, misuse, acts of Nature, or
abuse are not covered by this warranty.
(D
(g)
(h)
(i)
a)
9. LIMITED SOFTWARE WARRANTY. AssetWorks provides a 1 year limited software warranty to licensees of FueIFocus
software accompanying AssetWorks hardware. AssetWorks warrants that the media on which the software is delivered will be free of
defects in material and workmanship for a period of 1 year following delivery of the software to licensee. AssetWorks warrants that the
software, when used in accordance with the terms of the AssetWorks software license, will operate substantially as set forth in the
applicable AssetWorks Documentation for a period of 1 year following delivery of the software to licensee.
10. WARRANTY LIMITATIONS. AssetWorks’ warranties as set forth herein ('Warranty") are contingent on proper use of the
FueIFocustiardware and software ("Products") and do not apply if the Products have been modified without AssetWorks' written approval,
or if the Products' serial number label is removed, or if the Product has been damaged, The terms of the Warranty are limited to the
remedies as set forth in this Warranty
THIS WARRANTY IS PROVIDED IN LIEU OF ALL OTHER RIGHTS, CONDITIONS AND WARRANTIES. ASSETWORKS MAKES NO
OTHER EXPRESS OR IMPLIED WARRANTY WITH RESPECT TO THE SOFTWARE, HARDWARE, PRODUCTS,
DOCUMENTATION OR ASSETWORKS SUPPORT. INCLUDING. WITHOUT LIMITATION. ANY WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS.
ASSETWORKS DOES NOT WARRANT THAT ANY PRODUCTS WILL BE ERROR-FREE, OR THAT ANY DEFECTS THAT MAY
EXIST IN ITS PRODUCTS CAN BE CORRECTED. IN NO EVENT SHALL ASSETWORKS BE LIABLE FOR COST OF
PROCUREMENT OF SUBSTITUTE GOODS, LOST PROFITS OR ANY OTHER SPECIAL. INDIRECT, CONSEQUENTIAL OR
INCIDENTAL DAMAGES (INCLUDING BUT NOT LIMITED TO LOST DATA), HOWEVER CAUSED WHETHER OR NOT
ASSETWORKS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
11. TECHNICAL SUPPORT ACCESS. During the warranty period, toll free phone support is offered 5 days per week (8 a.m. to
5:00 p.m., Monday through Friday, except holidays). Calls left after hours will be returned the next business day. Access to Technical
Support after warranty period is on a commercially reasonable basis (unless an AssetWorks Support Contract is purchased for all systems
owned by the customer).
12. SOFTWARE UPDATES. During the warranty period, software updates for system software and software products released by
AssetWorks are available by contacting AssetWorks Technical Support. System software updates include applicable minor releases (e.g
Release 2.0 to 2.1) to the AssetWorks family of products as well as major feature releases (e.g. Release 2.x to 3.0). Customer must have
access to the Internet for Web Browser or FTP downloads as directed by Technical Support. Software updates released after the initial
1 year warranty period are available as an upgrade product for the then applicable list price,
Page 11 of 1 1
DocuSign Envelope ID: DD2BC588-2713-406C-BDA0-E653771638A9
AssetWI',IRKS
ORDER FORM Exhibit D RFP 7380
AssetWorks LLC
998 Old Eagle School Road, Suite 1215
Wayne, PA 1 9087
Order #: Q-06178-3
Date: 7/9/2020
Ship To
City of Denton
Fleet Superintendent
804 Texas Street
Denton, Texas 76201
United States
Bill To
City of Denton
Fleet Superintendent
804 Texas Street
Denton, Texas 76201
United States
License and Maintenance
Description Monthly Line Monthly Total
FeelUnit
USD USD 5,325.00
5,325.00
Yearly Fee
USD 63,900.00SaaS - EAM Monthly Fee for City
License and Maintenance Total USD 63,900.00
License and Maintenance
Description
Hosting or SaaS - Server Setup Fee
Hosting or SaaS - Reporting Database Setup Fee
Line Total
USD 5.000.00
USD 2,500.00
License and
Implementation Services
Description
Project Kickoff & Orientation
Project Management Services
Requirements Validation and Review Services
System Setup Services
Data Conversion Services
System Configuration Services
Testing Services
Training Services
Maintenance Total USD 7,500.00
Line Total
USD 5.740.00
USD 36,900.00
USD 16,810.00
USD 17,220.00
USD 16,810.00
USD 23,370.00
USD 15,170.00
USD 21,730.00
Page 1 of 3
DocuSign Envelope ID: DD2BC588-2713406C-BDA0-E653771638A9
Go Live Support Services USD 22,140.00
USD 24,000.00
Implementation Services Total USD 199,890.00
Grand Total: USD 271,290.00
Unless Customer has a separate written and signed agreement with AssetWorks, this Order Form
is subject to the terms of the AssetWorks Online Master Agreement located at
https://www.assetworks.com/tc-fleet/ which are hereby incorporated into this Order Form. Parties
agree to be bound by those terms and conditions.
The “Effective Date” is the date the Order Form is signed by both parties.
The contract term will be three (3) years, effective from date of award. The City and AssetWorks
shall have the option to renew this contract for an additional two (2) one-year periods.
The contract includes Unlimited Seats.
Standard Professional Services Terms
FleetFocus license is based on active units in fleet
Additional Components can be licensed at a rate of $5 per component
Crystal Reports Enterprise Required for FleetFocus Standard Reports
AssetWorks assumes that the client will install the required Oracle or SQL Server database licenses
All software licenses and the first year maintenance fees will be invoiced upon contract execution
All warranties conveyed by the manufacturer to AssetWorks are included
Travel: Expenses will be reimbursed as incurred. Expenses include actual costs for lodging, air and
ground travel and per diem rates for meal expenses (corporate rate/government agreement).
All costs quoted in USD
Costs are estimated for a time and materials project and do not include applicable taxes
Actual costs might be greater or lesser than those presented in this quote
Professional Services engagements have 4-8 week lead time from execution of contract/order
Customer’s business practices require that Customer issue a purchase order number prior to
payment of any AssetWorks invoices issued under this Agreement. The Purchase Order generates
subsequent to execution of the Contract and will be provided at such time.
Page 2 of 3
DocuSign Envelope ID: DD2BC588-2713406C-BDA0-E653771638A9
Accepted by Customer:
Signature:
Name
(Print):SARA HENSLEY
TItIe: INTERIM CITY MANAGER
Date: 4/21/2021
Name
(Prlnt): Rob Hallett
Title:General Manager
Date:
03 March 2021
)re at meUse.moore@assetworks.com.
ESS!
Accepted by AssetWorks
*„„„:
K YOU FOR YOUR BUSIN
Dc>cuStgned by:
SMA HtM££9
Please sign and email to
THAN
Page 3 of 3
DocuSign Envelope ID: DD2BC588-2713406C-BDA0-E653771638A9
Exhibit E
INSURANCE REQUIREMENTS AND
WORKERS’ COMPENSATION REQUIREMENTS
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 pIe with the Purchasing Department satisfactory certifcates 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 claripcation 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 speciPcations
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.
e Cancellation: City requires 30 day written notice should any of the policies described on the
certifIcate be cancelled or materially changed before the expiration date.
•Should any of the required insurance be provided under a claim made form, Contractor shall
Contract # 7380
DocuSign Envelope ID: DD2BC588-2713406C-BDA0-E653771638A9
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.
Automobile Liability Insurance:[X]
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
Contract # 7380
DocuSign Envelope ID: DD2BC588-2713-406C-BDA0-E653771638A9
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.
[X]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 1 10.1 10 of the Texas Workers’
Compensation Commission (TWCC).
[]Ownerts 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 on an “occurrence" basis
and the policy shall be issued by the same insurance company 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 provided.
Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their
Interests may appear.
[ ] Environmental Liability Insurance
Contract # 7380
DocuSign Envelope ID: DD2BC588-2713-406C-BDA0-E653771638A9
Environmental liability insurance for $ 1,000,000 to cover all hazards contemplated by this contract.
[]Riggers Insurance
The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be provided by a
Rigger’s Liability endorsement on the existing CGL coverage; through and Installation Floater
covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger’s Liability Coverage
form. 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 portion of this
coverage should be written on a “blanket” basis to cover all employees, 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.
Contract # 7380
DocuSign Envelope ID: DD2BC588-2713406C-BDAO-E653771638A9
ATTACHMENT 1
[]Workers’ Compensation Coverage for Building or Construction Projects for
Governmental Entities
A. Definitions:
Certificate of coverage ("certificate ")-A copy of a certificate of insurance, a certificate
of authority to self-insure issued by the commission, or a coverage agreement (TWCC-
81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers’ compensation
insurance coverage for the person's or entity's employees providing services on a
project, for the duration of the project.
Duration of the project - includes the time from the beginning of the work on the
project until the contractor’s/person's work on the project has been completed and
accepted by the governmental entity.
Persons providing services on the project ("subcontractor" in §406.096) - includes all
persons or entities performing all or part of the services the contractor has undertaken
to perform on the project, regardless of whether that person contracted directly with
the contractor and regardless of whether that person has employees. This includes,
without limitation, independent contractors, subcontractors, leasing companies, motor
carriers, owner-operators, employees of any such entity, or employees of any entity
which furnishes persons to provide services on the project. "Services" include, without
limitation, providing, hauling, or delivering equipment or materials, or providing
labor, transportation, or other service related to a project. "Services" does not include
activities unrelated to the project, such as food/beverage vendors, office supply
deliveries, and delivery of portable toilets.
B. The contractor shall provide coverage, based on proper reporting of classification
codes and payroll amounts and filing of any overage agreements, which meets the
statutory requirements of Texas Labor Code, Section 401.011 (44) for all employees
of the Contractor providing services on the project, for the duration of the project.
C. The Contractor must provide a certificate of coverage to the governmental entity prior
to being awarded the contract.
D. If the coverage period shown on the contractor’s current certificate of coverage ends
during the duration of the project, the contractor must, prior to the end of the coverage
period, file a new certificate of coverage with the governmental entity showing that
coverage has been extended.
E.The contractor shall obtain from each person providing services on a project, and
provide to the governmental entity:
1. a certificate of coverage, prior to that person beginning work on the project, so
the governmental entity will have on file certificates of coverage showing
coverage for all persons providing services on the project; and
Contract # 7380
DocuSign Envelope ID: DD2BC588-2713406C-BDA0-E653771638A9
2. no later than seven days after receipt by the contractor, a new certificate of
coverage showing extension of coverage, if the coverage period shown on the
current certificate of coverage ends during the duration of the project.
F. The contractor shall retain all required certificates of coverage for the duration of the
project and for one year thereafter.
G. The contractor shall notify the governmental entity in writing by certified mail or
personal delivery, within 10 days after the contractor knew or should have known, of
any change that materially affects the provision of coverage of any person providing
services on the project.
H. The contractor shall post on each project site a notice, in the text, form and manner
prescribed by the Texas Workers' Compensation Commission, informing all persons
providing services on the project that they are required to be covered, and stating how
a person may verify coverage and report lack of coverage.
1. The contractor shall contractually require each person with whom it contracts to
provide services on a project, to:
1. provide coverage, based on proper reporting of classification codes and payroll
amounts and filing of any coverage agreements, which meets the statutory
requirements of Texas Labor Code, Section 401.011(44) for all of its employees
providing services on the project, for the duration of the project;
2. provide to the contractor, prior to that person beginning work on the project, a
certificate of coverage showing that coverage is being provided for all employees
of the person providing services on the project, for the duration of the project;
3. provide the contractor, prior to the end of the coverage period, a new certificate of
coverage showing extension of coverage, if the coverage period shown on the
current certificate of coverage ends during the duration of the project;
4. obtain from each other person with whom it contracts, and provide to the contractor:
a. a certificate of coverage, prior to the other person beginning work on the project;
and
b. a new certificate of coverage showing extension of coverage, prior to the end of
the coverage period, if the coverage period shown on the current certificate of
coverage ends during the duration of the project;
5. retain all required certificates of coverage on file for the duration of the project and
for one year thereafter;
6. notify the governmental entity in writing by certified mail or personal delivery,
within 10 days after the person knew or should have known, of any change that
Contract # 7380
DocuSign Envelope ID: DD2BC588-2713406C-BDA0-E653771638A9
materially affects the provision of coverage of any person providing services on the
project; and
7. Contractually require each person with whom it contracts, to perform as required
by paragraphs (1) - (7), with the certificates of coverage to be provided to the person
for whom they are providing services.
J.By signing this contract or providing or causing to be provided a certificate of
coverage, the contractor is representing to the governmental entity that all employees
of the contractor who will provide services on the project will be covered by workers'
compensation coverage for the duration of the project, that the coverage will be based
on proper reporting of classification codes and payroll amounts, and that all coverage
agreements will be filed with the appropriate insurance carrier or, in the case of a self-
insured, with the commission's Division of Self-Insurance Regulation. Providing false
or misleading information may subject the contractor to administrative penalties,
criminal penalties, civil penalties, or other civil actions.
K. The contractor’s failure to comply with any of these provisions is a breach of contract
by the contractor which entitles the governmental entity to declare the contract void if
the contractor does not remedy the breach within ten days after receipt of notice of
breach from the governmental entity.
Contract # 7380
DocuSign Envelope ID: DD2BC588-2713-406C-BDA0-E653771638A9
Exhibit F
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.
2
3
4
5
6.
Log onto the State Ethics Commission Website at :
https ://www .ethics.state.tx.us/whatsnew/elf_info_form 1295.htm
Register utilizing the tutorial provided by the State
Print a copy of the completed Form 1295
Enter the Certificate Number on page 2 of this contract.
Complete and sign the Form 1295
Email the form to purchasing@cityofdenton.com with the contract number in the subject line.
(EX: Contract 1234 – Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after
Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Commission’s website within seven business days.
Contract # 7380
DocuSign Envelope ID: DD2BC588-2713406C-BDA0-E653771638A9
Exhibit G
CONFLICT OF INTEREST QUESTIONNAIRE -
For vendor or other Person doing business with local governmental enti
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
FORM CIQ
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section
176.001( 1 -a) with a local governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the
vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor
1
TH Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date
on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
d Name of loca1 government officer about whom the information in this section is being disclosed.
Name of Officer
Tbis 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?E ,“E .„,
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?
n ,“= ,„,
D Describe each employment or business and family relationship with the local government officer named in this section
4
5
L xJ 1 have no Conflict of Interest to disclose.
K-
Signatu{e of vendor doing business with the governmental entity
03 lylarch 2021
Date
Contract # 7380