21-1879ORDINANCE NO. 21-1879
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME -RULE MUNICIPAL
CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT
WITH OPEN SYSTEMS INTERNATIONAL, INC., FOR THE RENEWAL OF
MAINTENANCE, SUPPORT, AND UPGRADE SERVICES OF OSI MONARCH FOR
DENTON MUNICIPAL ELECTRIC, WHICH IS THE SOLE PROVIDER OF THIS
SOFTWARE, IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE 252.022,
WHICH PROVIDES THAT PROCUREMENT OF COMMODITIES AND SERVICES THAT
ARE AVAILABLE FROM ONE SOURCE ARE EXEMPT FROM COMPETITIVE BIDDING,
AND IF OVER $50,000 SHALL BE AWARDED BY THE GOVERNING BODY;
PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN
EFFECTIVE DATE (FILE 7718 — AWARDED TO OPEN SYSTEMS INTERNATIONAL,
INC., IN THE FIVE (5) YEAR NOT -TO -EXCEED AMOUNT OF $1,500,000.00).
WHEREAS, Section 252.022 of the Local Government Code provides that procurement
of items that are only available from one source, including, items that are only available from
one source because of patents, copyrights, secret processes, or natural monopolies; films,
manuscripts, or books; electricity, gas, water, and other utility purchases; captive replacement
parts or components for equipment; and library materials for a public library that are available
only from the persons holding exclusive distribution rights to the materials; and need not be
submitted to competitive bids; and
WHEREAS, the City Council wishes to procure one or more of the items mentioned in
the above paragraph; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The following purchase of materials, equipment or supplies, as described
in the "File" listed hereon, and on file in the office of the Purchasing Agent, and the license
terms attached are hereby approved:
FILE
NUMBER VENDOR AMOUNT
7718 Open Systems International, Inc. $1,500,000.00
SECTION 2. The City Council hereby finds that this bid, and the award thereof,
constitutes a procurement of items that are available from only one source, including, items that
are only available from one source because of patents, copyrights, secret processes, or natural
monopolies; films, manuscripts, or books; electricity, gas, water, and other utility purchases;
captive replacement parts or components for equipment; and library materials for a public library
that are available only from the persons holding exclusive distribution rights to the materials; and
need not be submitted to competitive bids.
SECTION 3. The acceptance and approval of the above items shall not constitute a
contract between the City and the person submitting the quotation for such items until such
person shall comply with all requirements specified by the Purchasing Department.
SECTION 4. The City Manager, or their designee, is hereby authorized to execute the
contract relating to the items specified in Section 1, attached hereto, and the expenditure of funds
pursuant to said contract is hereby authorized.
SECTION 5. 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 6. This ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this ordinance was made by Yj r , 0,.0 -)P� e -c -k-- and
seconded by Oct � Som 'M0.G This ordinance was passed and approved by
the following vote [a - Off:
Aye Nay Abstain Absent
Mayor Gerard Hudspeth: ✓
Vicki Byrd, District 1:
Brian Beck, District 2:
Jesse Davis, District 3: ✓
Alison Maguire, District 4: ✓ _
Deb Armintor, At Large Place 5:
Paul Meltzer, At Large Place 6:
PASSED AND APPROVED this the 'L \'S day of _ �� er�� - _ 12021.
ATTEST:
ROSA RIOS, CITY SECRETARY
101 `4
GOKARD HUDOtTH, MAYOR
APPROVED AS TO LEGAL FORM:
CATHERINE CLIFTON, INTERIM CITY ATTORNEY
Digitally signed by Marcella Lunn
DN: cn=Marcella Lunn, o, ou=City
of Denton
e,
mail-martella.lun n@cityofdenton
BY. Com, c=US
Date- 202 1.@ff--1ff4&t4-24 -05'00'
DocuSign Envelope ID: 4D9BOE47-CCDB-4DF0-A4B8-066765092E57
CITY
OF 49
DENTON
Docusign City Council Transmittal Coversheet
FILE
7718
File Name
OSI Renewal and upgrade
Purchasing Contact
Cori Power
City Council Target Date
SEPTEMBER 21, 2021
Piggy Back Option
Not Applicable
Contract Expiration
SEPTEMBER 21, 2026
Ordinance
21-1879
DS
DccuSign Envelope ID:4D980E47-CCDB-4DFO-A4B8-056765092E57
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND OPEN SYSTEMS INTERNATIONAL, INC.
(CONTRACT 7718)
THIS CONTRACT is made and entered into this date 09/21/2021 � by
and between Open Systems International. Inc., a Minnesota corporation, whose address is 4101
Arrowhead Drive, Medina, MN 55340, hereinafter referred to as "Contractor" or "OSI," and the
CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as
"City" or "Customer," 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
Contractor shall provide products and/or services in accordance with the Renewal of
Maintenance, Support and Upgrade Services of OSI Monarch for Denton Municipal Electric. The
Contract consists of this written agreement and the following items which are attached hereto and
incorporated herein by reference:
(a) Special Terms and Conditions (Exhibit "A");
(b) OSI Standard Terms and Conditions, Quotes, and Software License Agreement
(Exhibit "B");
(c) Insurance Requirements (Exhibit "C");
(d) Certificate of Interested Parties Electronic Filing (Exhibit "D");
(e) Form CIQ — Conflict of Interest Questionnaire (Exhibit "E");
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
Contractor 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 805.001 of the Texas Government Code. By signing this agreement, Contractor
certifies that Contractor's signatureprovides written verification to the City that Contractor: (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 Terrorist
Organization
Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do
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business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Contractor
certifies that Contractor's signature provides written verification to the City that Contractor, 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.
CONTRACTOR
aausigne .
BY: it 45liam,
A SPD SIGNATURE
Printed Name: Al El i asen
Title. President
763-404-4429
PHONE NUMBER
A1.Eliasen@osii.com
EMAIL ADDRESS
TEXAS ETHICS COMMISSION
1295 CERTIFICATE NUMBER
Contract 4 7718
CITY OF DENTON, TEXAS
�Mg� :
BY: S H�
sg4WStEY, INTERIM CITY MANAGER
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: 1—$igned by:
IZZ PIZ,"
C5CA805E17 4n.,
APPROVED AS TO LEGAL FORM:
CATHERINE CLIFTON, INTERIM CITY ATTORNEY
FpocuSigned by:
BY: ��38—
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
Ua'cfu.Si-gnennd,,by;
.,
NF.fA. AWwt,
ft,MATURF
Meine
PRINTED NAME
chief Technology officer
TITLE
Technology services
DEPARTMENT
DocuSign Envelope ID: 4D9BOE47-CCDB-4DFO-A4B8-066765092E57
Exhibit A
Special Terms and Conditions
1. Total Contract Amount
The contract total for services shall not exceed $1,500,000. Pricing shall be per Exhibit B attached.
2. The Quantities
The quantities indicated in Exhibit B are estimates based upon the best available information. The
City reserves the right to increase or decrease the quantities to meet its actual needs without any
adjustments in the bid price. Individual purchase orders will be issued on an as needed basis.
3. Contract Terms
The contract term will be five (5) years, effective from date of award or notice to proceed as
determined by the City of Denton Purchasing Department. 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.
4. Price Escalation and De-escalation
On Supplier's request in the form stated herein, the City will implement an escalation/de-
escalation price adjustment annually based on these special terms. Any request for price
adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer
Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not
exceed +/- 8% for any individual year. The escalation will be determined annually at the
renewal date. The price will be increased or decreased based upon the annual percentage change
in the PPI or the percentage change in the manufacturer's price list. Should the PPI or
manufacturer price list change exceed a minimum threshold value of +/-l%, then the stated
eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8%
limit per year. The supplier should provide documentation as percentage of each cost associated
with the unit prices quoted for consideration.
Request must be submitted in writing with supporting evidence for need of such increase to the
Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must
also provide supporting documentation as justification for the request. If no request is made, then
it will be assumed that the current contract price will be in effect.
Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation
as competitive with the general market price at the time, and become effective upon the renewal
date of the contract award or reject the increases within 30 calendar days after receipt of a
properly submitted request. If a properly submitted increase is rejected, the Contractor may
request cancellation of such items from the Contract by giving the City of Denton written notice.
Cancellation will not go into effect for 15 calendar days after a determination has been issued.
Pre -price increase prices must be honored on orders dated up to the official date of the City of
Denton approval and/or cancellation.
The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation
number.
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The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes.
5. Payment
In accordance with Chapter 2251 of the Texas Gov't Code: (a) payment shall be made no later
than thirty days following the later of (i) delivery of the goods or services, or (iii) delivery of an
invoice to City; and (b) interest, if any, on past due payments shall accrue and be paid at the
maximum rate allowed by law. Invoices and any required supporting documents must be
presented to: City of Denton — Purchasing Department, 901 B Texas Street, Denton, TX 76201.
6. Tax Exempt
No taxes shall be included in the invoice. City is exempt from the payment of taxes and the
purchase order serves as the required exemption certificate for tax exemption. The City will
provide other exemption certificates or documentation confirming its tax-exempt status as
requested.
7. Governing Law and Venue
The Contract, exclusive of OSI's Software License Agreement Exhibit B Part B, shall be
construed and enforced under and in accordance with the laws of the State of Texas. Venue for
all issues arising from or related to the Contract, except for any issues arising from or related to
the Software License Agreement Exhibit B Part B, shall be resolved in the courts of Denton
County, Texas, and the parties agree to submit to the exclusive jurisdiction of such courts.
8. No Excess Obligations
In the event the Contract spans multiple fiscal years, the City's continuing performance under the
Contract is contingent upon the appropriation of funds to fulfill the requirements of the Contract
by the City Council of the City of Denton. If the City Council of the City of Denton fails to
appropriate or allot the necessary funds, City shall issue written notice to Contractor that City
may terminate the Contract for convenience pursuant to the terms and conditions in Contract
Exhibit B.
9. Delivery.
Delivery shall be FOB Destination.
10. Public Information and Record Retention
City shall release information in accordance with the Texas Public Information Act, Tex. Gov't
Code Chapter 552, and other applicable law or court orders. If requested, Contractor shall make
public information available to City in an electronic format, and any portions of records claimed
by the Contractor to be proprietary must be clearly marked as such. The City is also subject to
certain record retention obligations under the laws of the State of Texas and its record retention
policy. The Contractor recognizes that City will need to retain access to certain records in
accordance with these obligations.
11. Insurance
City is insured for general liability insurance under a self-insurance program covering its limits
of liability. The parties agree that such self-insurance by City shall, without further requirement,
satisfy all insurance obligations of City under the Contract.
11. INDEMNITY
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INDEMNIFICATION IS SET FORTH IN EXHIBIT B. Nothing in this Exhibit A shall be
construed to create a liability to any person who is not a party to this Exhibit A, and
nothing herein shall waive any of the parties' defenses, both at law or equity, to any claim,
cause of action, or litigation filed by anyone not a party to this Contract, including the
defense of governmental immunity, which defenses are hereby expressly reserved.
12. Limitations
City is subject to constitutional and statutory limitations on its ability to enter into certain
terms and conditions of the Contract, which may include those terms and conditions
relating to: liens on City property; disclaimers and limitations of warranties; disclaimers
and limitation of liability for damages; waivers, disclaimers, and limitation on litigation or
settlement to another party; liability for acts or omissions of third parties; payment of
attorney's fees; dispute resolution; and indemnities. Terms and conditions relating to these
limitations will not be binding on City, except to the extent not prohibited by the
Constitution and the Iaws of the State of Texas.
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Exhibit B
OSI STANDARD TERMS AND CONDITIONS
Effective Date: 09/21/2021 ("Effective Date")
Customer Name: _City of Denton_ ("Customer")
Customer Address: 215 E. McKinney Street, Denton, Texas76201 ("Facility')
This Services Contract ("Contract") is between Open Systems International, Inc., with offices at 4101
Arrowhead Drive, Medina, Minnesota, USA 55340-9457, ("OSI") and Customer.
A. Customer desires to purchase/license the products listed in Part B, List of Deliverables (the "Products")
................ .
and the services listed in Part A, Price Forms/Quotes (the "Services") (together collectively referred o as
the 'Work"), which may include but not be limited to, OSI proprietary software ("Software"), third -party
software, hardware, other equipment, and OSI engineering and development services, to be installed at
the Customer Facility in accordance with the terms of the attached Contract documents and operating
pursuant to the OSI Software License Agreement (Part B). As used in this Contract, "Parts" refers to the
individual attachments to and part of this Contract each of which is included as a specific element of this
Contract. All of these Parts are identified and listed in Section 2, below.
B. The parties have agreed upon the definitive terms, conditions, prices, equipment, specifications, and
procedures setting forth their agreement for the purchasellicensing by Customer of the Products and
Services to be furnished by OSI.
The parties agree as follows:
1. Scope of Contract. OSI agrees to furnish the Work, including installation and testing of same, in a
good and workmanlike manner in accordance with the terms, conditions and provisions of this Contract.
2. Contract Documents. This Contract consists of these Standard Terms and Conditions and the
attached Parts listed below. In the event of any conflict or discrepancy between the Standard Terms
and Conditions and/or any of the listed Parts, the Standard Terms and Conditions, shall control, then
the following order of precedence shall apply:
Part Document Name/Description
Part A Price Forms/Quotes
Part B OSI Software License Agreement
3. Pricing. The Price Forms in Part A states the prices payable and manner in which payment is to be
made by Customer for the Work furnished under this Contract. All prices are stated exclusive of any
sales, use or value added tax of any kind and shipping charges. Unless paid directly by Customer,
applicable taxes and shipping charges will be added to the prices stated and invoiced directly to
Customer. Payment terms are net 30 days.
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4. Milestones. For the Work delivered, Customer shall pay OSI upon the milestones shown in Part A,
Price Quotes.
5. Change Orders. The Terms of this Contract, including but not limited to, Price, Deliverables and
Schedule, among others, may only be modified or amended by mutually agreed, written Change Orders
executed by both parties. Change Orders shall have precedence over any conflicting Contract
documents.
6. Warranties. OSI will provide to or pass through to Customer the following warranties:
OSI Software. In addition to the warranty provided under the OSI Software License Agreement, defects
in the OSI Software shall be resolved as part of OSI's support program, provided Customer has elected
to purchase software support pursuant to the Price Forms, Part A. OSI's obligation under a selected
Software support program shall be to repair any defects in the Software.
Third -party Hardware and Software. OSI will pass through to Customer all standard OEM warranties
on all third -party hardware and software supplied by OSI (if any). The minimum term of OEM warranties
is as identified by the individual manufacturer(s).
The warranties provided herein are exclusive and in lieu of all other warranties, and there are no other
warranties, express or implied, about merchantability or fitness for a particular purpose or anything else
for any goods, documentation or services.
7. Software License Agreement. Customer agrees to execute OSI's standard Software License
Agreement concurrently with this Contract. All use and operation of the Software shall be pursuant to
and governed by the Software License Agreement. If this Contract is terminated by either party prior to
complete performance, acceptance and payment hereunder, the Software license granted under this
Contract shall be immediately revoked.
8. Limitation of Liability. Neither party shall be liable, whether in contract, warranty, tort (including
negligence), strict liability, indemnity or any other legal theory, for indirect, special, incidental or
consequential damages, however caused, including but not limited to any such damages arising out of
the delivery, use or operation of the Software or other Deliverables, delays in delivery or repair, loss of
use of the Software or other Deliverables, or damage to any documents, data or other property of the
parties, loss of revenue or profit; for costs of capital or of substitute use or performance; orfor any other
loss or cost of a similar type; or for claims by either party for damages claimed by the other party's
customers. The maximum liability under this Contract for damages or losses for direct, compensatory
or similar damages shall not exceed double the amount of the total of all sums paid or payable by
Customer to OSI prior to the date on which the act or omission giving rise to the claim arose.
Both parties agree that the exclusions and limitations set forth in this Section 8 do not preclude either
party from obtaining equitable or injunctive relief or pursuing others who may be responsible for some
or all of the losses incurred. Nothing herein limits the right of OSI to make a claim to collect payments
due for Work performed under this Contract.
9. Non -Solicitation of Employees. Neither party shall, during the term of this Contract and for a period
of 24 months thereafter, solicit or offer employment knowing such person was subject to this non-
solicitation provision to any person who is or was an employee of the other party during the 24 months
preceding such solicitation or offer and with whom such party had substantial contact in the course of
the performance of the parties' obligations under this Contract.
OSI declares and Customer acknowledges that OSI has strict Confidentiality/Non-Disclosure
Agreements with its employees which may bar a former employee from working directly on an OSI
system owned or controlled by a customer following the termination of that employee's employment
with OSI.
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10. Confidentiality. Each party agrees that should a party (the "Disclosing Party") share information with
the other party (the "Receiving Party") which is designated or marked as proprietary or confidential, or
information which, under the circumstances surrounding disclosure ought to be treated as confidential
by the Receiving Party (hereinafter "Confidential Information"), the Receiving Party shall not disclose
this Confidential Information to anyone or use this Confidential Information for any purpose independent
of the fulfillment of this Contract. The Receiving Party shall not use any Confidential Information to the
detriment of the Disclosing Party and shall use efforts to protect the confidentiality of any such
Confidential Information commensurate with those which it employs to protect its own Confidential
Information. The Receiving Party will ensure that it enters into agreements with employees, consultants,
agents, shareholders and any other who have or may obtain access to the Confidential Information to
maintain such Confidential Information in confidence. Confidential Information shall not include
information which is: a) rightfully in the possession of or known to the Receiving Party prior to the
disclosure without an obligation to maintain its confidentiality, b) publicly known or becomes publicly
known through no unauthorized act of the Receiving Party, c) rightfully received by the Receiving Party
from a third party without obligation of confidentiality, or d) independently developed by or for the
Receiving Party.
In the event the Receiving Party receives a subpoena or other validly issued administrative or judicial
process demanding the production of Confidential Information previously provided by the Disclosing
Party, the Receiving Party shall promptly notify the Disclosing Party of this fact and tender the defense
of or opposition to this subpoena or demand to the Disclosing Party. If the subpoena or demand is not
timely limited, quashed or extended, the Receiving Party shall thereafter be entitled to comply with such
subpoena or demand to the extent required by law. If requested by the Disclosing Party after the tender
of defense or opposition is accepted, the Receiving Party shall cooperate in such defense or opposition
at the expense of the Disclosing Party.
These confidentiality rights and obligations shall apply to all Confidential Information provided by either
party at any time before or after execution of this Contract and shall survive completion or termination
of this Contract for any reason. Each party shall have a continuing obligation to ensure that it does not
disclose the other party's Confidential Information publicly or to any impermissible third parties or use
that Confidential Information for purposes other than those intended under this Contract without the
other party's express consent as long as the Confidential Information remains a trade secret, critical
infrastructure information or personally identifiable information under the applicable governing laws of
this Contract and has not been published or placed in the public domain by means other than as the
result of a disclosure in breach of this Contract.
OSI acknowledges that the City of Denton must strictly comply with the Public Information Act, Chapter
552, Texas Govemment 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 OSI to the City of Denton shall become property of the City upon receipt. Any portions of
such material claimed by OSI to be proprietary must be clearly marked as such. Determination of the
public nature of the material is subject to the Texas Public Information Act, chapter 552, and Texas
Govemmenf Code.
11. Schedule. The Services covered by this Contract shall be completed in accordance with the mutually
agreed upon project schedule. if the acts or omissions of any party causes the project to fall behind the
project schedule the parties shall meet to discuss the actions necessary to recover schedule and each
shall cooperate with such actions unless the parties mutually agree to a revised project schedule.
12. Risk of Loss. Customer is not required to accept the Work until 3 days after completion of Site
Acceptance Testing, to allow for inspection ,if any is required under this Contract. Notwithstanding any
other language in this Contract, including any of the attached Parts, the risk of loss for OSI supplied
hardware shall pass to Customer no later than when the equipment reaches Customer's dock.
Customer shall insure all equipment delivered by OSI from the time the equipment is received at
Customer's dock until the completion of the project performed under this Contract.
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13. Insurance. Insurance shall meet the requirements of Exhibit C hereto and the terms of the Special
Terms and Conditions under this Contract.
14. Disputes. Either party may pursue emergency equitable or injunctive relief where necessary to prevent
irreparable harm for which damages or other remedies at law may be inadequate. Otherwise, disputes
arising out of or relating to this Contract and not resolved in the normal course of business shall be
resolved as follows: a.) the claimant shall provide written notice of the dispute and claimant's desired
remedy to the other party; b.) executives authorized to resolve the dispute shall meet and attempt in
good faith to resolve such dispute by negotiations; c.) if negotiations are unsuccessful, the dispute shall
be referred to arbitration by a sole arbiter in accordance with the American Arbitration Association Rules
for Commercial Disputes. The arbiter shall have substantial expertise in information technology
disputes and may allow reasonable discovery and expert testimony and issue a reasoned opinion as
part of any arbitration award. The place of arbitration will be Denton, Texas . The language to be used
in the arbitral proceedings will be English. Judgment upon the award rendered by the arbiter may be
entered by any court having jurisdiction. The laws of the State of Texas, United States of America, shall
govern the validity, interpretation and enforcement of this Contract.
15. Indemnification. OSI will indemnify and hold harmless Customer (including its affiliates, and all
directors, officers and employees), as indemnitee(s), against any and all third party claims, liabilities,
legal actions, costs and expenses, including reasonable legal fees, to the extent caused by the
indemnitor's negligence or intentional misconduct in connection with the performance of this Contract
by indemnitor, its agents or employees, and shall, upon indemnitee's request, defend at its sole cost
any suit asserting a third party claim covered by this indemnity. The indemnitee shall give written notice
to the indemnitor of any claim under this Section.
16. Force Ma'eure. Except for Customer's obligations to pay the fees due under this Contract, neither
party shall be considered in default in the performance of its obligations under this Contract to the extent
that the performance of any such obligation is prevented or delayed by any cause, existing or future,
which is beyond the reasonable control of the affected party such as acts of God (including hurricanes,
major natural disasters), regulations or orders of governmental authorities, fire, flood, explosion, acts
of terrorism, war, disorder, civil disaster, or other emergency. If either party claims that performance of
its obligations was prevented or delayed by any such cause, that party shall promptly notify the other
party of that fact, and of the circumstances preventing or delaying performance, within five (5) business
days.
17. No Assicinment. Neither party may assign or otherwise transfer its rights or obligations under this
Contract except with the written consent of the other party, which will not be unreasonably withheld.
Any prohibited assignment will be null and void. Notwithstanding the foregoing, OSI may assign its
obligations under this Contract to a parent, subsidiary or holding company for the purposes of
ownership restructuring, or in connection with a merger or other business combination in which OSI is
not the surviving entity.
18. Term and Termination. Unless terminated as provided for herein, this Contract becomes effective
on the Effective Date and will continue until the deliverables set forth in the List of Deliverables are
provisioned. Customer may terminate for convenience following 30 days written notice and payment
of all fees due to OSI. This Contract may be terminated immediately upon notice to the breaching
party if (i) either party materially breaches the terms of this Contract and fails to cure such breach
within forty-five (45) days of receipt of written notice of such breach; (ii) if either party becomes
insolvent or files a petition of bankruptcy; or (iii) if Customer fails to pay any invoice due and payable
for more than ninety (90) days after receiving written notice that such invoice is overdue. Seller
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. Subject to the laws of the State of Texas and without
waiving any applicable immunity, the absence of appropriated or other lawfully available funds shall
not relieve Buyer of its payment obligations for any deliverables delivered but unpaid. The Buyer will
not enter into any Contract unless it has secured such funding, and in the event that Buyer secures
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funding and enters into a contract, but loses such funding then Buyer's only remedy shall be the
same as if the Contract is terminated for convenience under this Section 18.
19. Survival. Sections 7, 8, 9 10, 12, 14, 15, and any other sections that, by their terms, extend beyond
the Term of this Contract survive termination of this Contract for any reason; provided that such
provisions terminate within the time frame specified by any such provision.
20. Complete Agreement. Each party acknowledges that it has read and understands this Contract and
agrees to be bound by its terms. The parties further agree that this Contract and its accompanying
Parts, is the complete and exclusive statement of this Contract between the parties, which supersedes
and merges all prior proposals, understandings and all other agreements, oral or written, between the
parties. Any terms and conditions included in any purchase order shall be of no force and effect, and
shall not in any way be deemed to amend, modify, supersede or supplement this Contract. This
Contract may not be modified or altered except by written instrument duly executed by both parties.
21. Waiver. The waiver or failure of either party to exercise in any respect any right provided for herein
will not be deemed a waiver of any other right hereunder.
22. Severability. If any provision of this Contract is invalid, illegal or unenforceable under any applicable
statute or rule of law, only that provision is to be deemed omitted, and the remaining provisions will not
be affected in any way.
23. Counterparts. This Contract may be executed in counterparts, all of which when executed and
delivered, will constitute one single agreement between the parties.
The parties are signing this Contract as of the Effective Date.
OPEN SYSTEMS INTERNATIONAL, INC.
�uoCUSgnea W.
BY: L i ZZAA,
nC6W-fAQ12W4tB(Signature)
NAME: Al Eliasen
TITLE: President
DATE: 8/27/2021
Contract # 7718
CUSTOMER
D� y
S- d W-
BY: [7 L�
k—s23a7Dm_(signature)
NAME: Sara Hensley
TITLE: INTERIM CITY MANAGER
DATE: 09/21/2021
DocuSign Envelope ID: 4D9BOE47-CCDB-4DFO-A4B8-066765092E57
Part A — Price Quotes (attached)
Contract 4 7718
DocuSign Envelope ID: 4D9BOE47-CCDB-4DF0-A4B8-066765092E57
olliIle
0 PART A
Quote To: OSI Sales Contact:
Denton Municipal Electric Name: TJ Kellner
1659 Spencer Rd. Phone: 763-404-4168
Denton TX 76205 Email: TJ.Keiiner@osii.com
USA
Attention:
Larry Collier
(940)349-7000
Larry. Collier@cityofdenton.com
Quote Description:
SCADA T&D System Upgrade
QUOTATION
Quote Number: 27981
Reference: DME2021-004-Rev2
Date:
5/5/2021
Valid Until:
7/4/2021
Description
Qty
Unit Cost
Unit
Extended Cost
Base Quote: System Upgrade
Third Party Hardware
Customer Furnished Host Server Type 1
1
0.00
EA
US$ 0.00
Hosting at PCC:
- SCADAIHIS VM
- ICCP VM
Customer Furnished Host Server Type 2
1
0.00
EA
US$ 0.00
Hosting at PCC:
- Corp VM
Customer Furnished Host Server Type 3
1
0.00
EA
US$ 0.00
Hosting at PCC:
- QAS VM
-OTS VM
Customer Furnished Host Server Type 4
1
0.00
EA
US$ 0.00
Hosting at BCC:
- BSCADAIHIS VM
- BICCP VM
Customer Furnished Host Server Type 5
1
0.00
EA
US$ 0.00
Hosting at BCC:
- BCorp VM
Customer Furnished Third Party Hardware
1
0.00
LOT
US$ 0.00
All Other Third Party Hardware (i.e. Cabinets, Firewalls, Network
switches, KVM Tray, KVM Switch, GPS Clock, etc.)
Third Party Hardware Subtotal:
US$ 0.00
OSI Software
monarch Software Upgrade License
1
0.00
EA
US$ 0.00
Free -0f -Charge with Gold Support
OpenSTLF Migration to OSI Forecast License
1
0.00
EA
US$ 0.00
- Regression
- Weather based
- Neural Network
Free -of -Charge Replacement -in -Kind
OSI Maintenance Center Standard License
1
0.00
EA
US$ 0.00
Features Include:
- Job Deployment Management
-Web Platform Product Configuration Management
- Configurable Workflow/Approval Processes
- Unified Audit Trail
Free -of -Charge
Open Systems International Inc.
4101 Arrowhead Drive, Medina MN 55340-9649 Proprietary
Phone: (763) 551-0559 Fax: (763) 404-4007
email: info@osii.com httpsalwww.osil,com Page: 1 of 7
Docu$ign Envelope ID:4D9BOE47-CCDB-4DFO-A4BB-066765092E57
0 S I
QUOTATION
Quote Number: 27981
Reference: DME2021-004-Rev2
Description
Qty
Unit Cost
Unit
Extended Cost
OpenSCADA License Expansion
1
35,000.00
EA
US$ 35,000.00
10,000 Additional Status Point (From 40,000 to 50,000)
OpenFEP License Expansion
1
0.00
EA
US$ 0.00
10,000 Additional Telemetered Point (From 60,000 to 70,000)
- Free -of -Charge with OpenSCADA License Expansion
OSI Software Subtotal:
US$ 35,000.00
Third Party Software
Customer Furnished Third Parry Software
1
0.00
LOT
US$ 0.00
All Third Party Software (i.e. OS, Backup/Restore, Antivirus,
Tripwire, etc.)
Third Party Software Subtotal:
US$ 0.00
Project Implementation
System Upgrade Implementation
1
117,200.00
EA
US$ 117,200.00
At OSI:
- Project Management and Coordination
- Project Engineering and Design
- NERC CIP Baseline Documentation of System Ports, Users,
and Services Necessary for Upgraded System Operation
- NERC CIP Hardening and Patching of Operating Systems and
Applicable Third Party Software at Initial Installation and Prior
to Delivery
- Cyber Security Evaluation of Network Modifications Required
for Upgrade
-Configuration and Restriction of Access Control Policies for
Applicable Firewall Equipment
- VM Creation
- Software Installation and Configuration
- Database and Display Conversion and Integration
- Factory CJA Testing
- VM Export
- Remote Networking Integration Assistance
- Past -Cutover Problem Resolution and Assistance
-System Documentation Updates
At DME:
-VM Integration
- Site Testing
- Cutover Preparation
- Feature Differences Operator Training Session
- Execute Cutover
Project Implementation Subtotal:
US$ 117,200.00
monarch' Support Adders
monarch" Support Adder - Gold
i
5,250.00
EA
US$ 5,250.00
monarch"' Support Adders Subtotal:
US$ 5,250.00
Total: US$ 157,450.00
Open Systems International Inc.
4101 Arrowhead Drive, Medina MN 55340-9649
Phone: (763) 551-0559 Fax: (763) 404-4007
email: info@osii.com https:Uwww.osii.com
Proprietary
Page: 2 of 7
DocuSign Envelope ID: 4D9BOE47-CCDB-4DFO-A4B8-066765492E57
0 S I
Description
Opilon #1: Site Acme tance Testing SA
Project Implementation
Site Acceptance Testing
At OSI:
- SAT Preparation Activities
-Post-SAT System Documentation Updates
At DME:
- 3 -bays for Formai Site Acceptance Testing
-SAT Cleanup and Commissioning Preparation
Project Implementation Subtotal:
Option #1 Total;
Third Party Hardware
Customer Furnished Physical Host Server Type 1
Hosting:
(1) CHRONUS VM @PCC on DMZ LAN
- (2) Intel Xeon 2.1 GHz 8 -Core HT
- 128 (4x32GB) GB RAM RDIMM, 320OMT/s
- 2.5' Chassis with up to 16 Drives
-1.6TB (2x800GB) SSD SAS Write Intensive Raid1
- 7.68TB (5x1.92TB) SSD SATA Read Intensive Raid 5
Customer Furnished Physical Host Server Type 2
Hosting:
(1) CHRONUS VM @BCC on DMZ LAN
- (2) Intel Xeon 2.1GHz 8 -Core HT
-128 (4x32GB) GB RAM RDIMM, 3200MT/s
- 2.5" Chassis with up to 16 Drives
- 1.6TB (2x800GB) SSD SAS Write Intensive Raid
- 7.68TS (5x1.92TB) SSD SATA Read intensive Raid 5 + 1 Hot
Spare 1.92TB SSD
Customer Furnished Third Party Hardware
All Other Third Party Hardware (i.e. Cables, Cabinets, Firewalls,
Network Switches, KVM Tray, KVM Switch, GPS Clock, etc.)
Third Party Hardware Subtotal:
OSI Software
CHRONUS Enterprise License
- 7,500 Points
- 2 Servers:
- Non -Redundant Server on PCC SCADA LAN
- Non -Redundant Server on BCC SCADA LAN
- Up to 10 Concurrent Users
- OpenView Interface
- Playback Capabilities
- OSI Excel Plug -In Interface
- ODBC Interface (Can be used with Power BI)
OSI Software Subtotal:I
Open Systems International Inc.
4101 Arrowhead Drive, Medina MN 55340-9649
Phone: (763) 551-0559 Fax: (763) 404-4007
email: info@osii.com https://www.osii.com
QUOTATION
Quote Number: 27981
Reference; DME2021-Q04Rev2
City Unit Cost Unit Extended Cost
1
1
1
29,360.00
0.00
0.00
EA
I EA
EA
1 0.00 LOT
1 48,500.00 EA
I US$ 29,360.00
US$ 29,360.00
US$ 29,360.00
US$ 0.00
f US$ 0.00
US$ 0.00
US$ 0.00
US$ 48,500.00 1
US$ 48,500.00 1
Proprietary
Page: 3 of 7
DocuSign Envelope ID: 4D98OE47-CCDB-4DFO-A4B8-066765092EB7
r0BI
QUOTATION
Quote Number: 27881
Reference: DME2021-Q04-Rerr2
Description
Qty
Unit Cost
Unit
Extended Cost
Thins Party Software
Customer Furnished Third Party Software
1
0.00
LOT
US$ 0.00
All Other Third Party Software
Third Party Software Subtotal:
US$ 0.00
Project Implementation
CHRONUS Implementation
1
45,280.00
EA
US$ 45,280.00
At OSI:
-Additional Project Management and Coordination
- Additional Project Engineering and Design
- VM Configuration and 05 Build
-Additional Software Installation and Configuration
- Factory QIA Testing
- VM Export and Remote Integration Assistance
- Post -Commissioning Problem Resolution and Assistance
- System Documentation Updates
At DME:
-Additional Site Integration and Configuration
-Additional Site Testing
- Operator Training
Project Implementation Subtotal:
US$ 45,280.00
Training
Training - Units
2
545.00
UNITS
US$ 1,090.00
Sufficient for One Attendee of the Following OSI -U Courses:
- S120: CHRONUS Report Building
- S236: CHRONUS Administration
Training Subtotal:
US$ 1,090.00
monarch' Support Adders
monarchT1" Support Adder - Gold
1
7,275.00
EA
US$ 7,275.00
monarch' Support Adders Subtotal:
US$ 7,276.00
Option #2 Total:
US$ 102,145.00
Oplion #3: OpenLSR Ac
Jdition
OSI Software
OpenLSR (Load Shed and Restoration) License
1
30,000.00
EA
US$ 30,000.00
OSI Software Subtotal:
US$ 30,000.00
Project Implementation
OpenLSR Implementation
1
18,240.00
EA
US$ 18,240,00
At OSI:
- Additional Project Management and Coordination
-Additional Project Engineering and Design
- Remote Implementation and Testing
- Database Configuration Assistance for Up to 10 Breakers/Load
Devices
- Post4ristallation Support and QIA
Project Implementation Subtotal:
US$ 18,240.00
Open Systems International Inc.
4101 Arrowhead Drive, Medina MN 55340-9649
Phone: (763) 551-0559 Fax: (763) 404-4007
email: info@osii.com httpsalwww,osli.com
Proprietary
Page: 4 of 7
Docu5ign Envelope ID: 409BOE47-CCDB-4DF0-A4B8-066765092E57
*
���
0 S I
QUOTATION
Quote Number. 27981
Reference: DME2021-Q04-Rew2
Descriptiart
Qty
Unit Cost
Unit
Extended Cost
Training
Training - Units
1
545.00
UNITS
US$ 545.00
Sufficient for One Attendee of the Following DSI -U Course:
- S270: Load Shed and Restoration
Training Subtotal:
USS 545.00
monarch's Support Adders
monarch' Support Adder - Gold
1
4,500.00
EA
US$ 4,500.00
monarch"' Support Adders Subtotal:
US$ 4,500.00
Option #3 Total:
US$ 53,285.00
Option #4: Report Studio Addition
OSI Software
OSI Report Studio (Report Design, Scheduling and Viewing Tool)
1
30,000.00
EA
US$ 30,000.00
License
2 Servers (t @PCC, 1 @BCC)
25 Concurrent users (Up to 15 Open View Users and 10 Extemai
Web Users)
OSI Software Subtotal:
US$ 30,000.00
Project Implementation
Report Studio Implementation
1
27,360.00
EA
US$ 27,360.00
At OSE
-Additional Project Management and Coordination
-Additional Project Engineering and Design
- Remote Implementation and Testing
- Post Installation Support and OiA
Project Implementation Subtotal:
US$ 27,360.00
monarch'" Support Adders
monarch' Support Adder - Gold
1
4,500.00
EA
US$ 4,500.00
monarch"' Support Adders Subtotal:
US$ 4,500.00
Option #4 Total:
US$ 61,860.00
Open Systems International Inc.
4101 Arrowhead Drive, Medina MN 55340-9649
Phone: (763) 551-0559 Fax: (763) 404-4007
email: info@osii,corn https://www.osii.com
Proprietary
Page: 5 of 7
DocuSign Envelope ID: 4D9BOE47-CCDB-4DFO-A4B8-066765092E57
WOSI
Customer Address Info:
Bial To:
City of Denton, Texas
215 E McKinney St
Denton TX 76201-4299
USA
QUOTATION
Quote Number. 27981
Reference: DME2021-QO4-Rev2
Ship To:
Denton Municipal Electric
1659 Spencer Rd.
Denton TX 76205
USA
Payment Terms: Milestone Payment Details:
Net 30 Days 10% Upon Quote Acceptance
15% Upon Project Kickoff
25% Upon Completion of QIA Testing
25% Upon Completion of Site Training (or SAT, if Option 1 is Selected)
25% Upon Project Cutover
Special Terms and Conditlons:
1. Quoted disk sizing assumes CHRONUS archival of 7,500 points with a 50% change rate every 2 seconds with 2 years of historical data
available online.
2. Any VM host hardware or standalone hardware supplied by DME must be compliant with monarch'I.NET minimum requirements as
follows:
Minimum Host Server Per VM Instance*:
CPU: 4 Physical Cores (8 Threads)
- RAM: 16GB**
- Disk IOPS: 100
- OS: Windows Server 2016, 2019, or RedHat Enterprise Linux 7
Recommended Host Server Per VM Instance':
- CPU: 8 Physical Cores (16 Threads)
RAM: 32GB**
- Disk IOPS: 200
- OS: Windows Server 2016, 2019, or RedHat Enterprise Linux 7,
Server
- Xeon CPU: Dual Six -Core 2.3GHz and above
- RAM: 32+GB
- OS: Windows Server 2016, Windows Server 2019, RedHat Enterprise Linux 7
Workstation
- CPU: Single Quad -Core 2.8GHz and above
- RAM: 16+GB
- OS: Windows 10 64-bit
- Video Card: FirePro WX4100 4GB or better**
*Quantities are additive, per VM (e.g. a host with 5 VMs will require 5x quantities shown). This does not reflect how to configure the VMs
within the hypervisor; it is only a guideline for haw to size the host hardware.
**In addition to indicated per VM RAM quantities, another 16GB RAM is required for the Hypervisor component.
3. DME will provide all third party hardware, software (such as backup/archival software), licensing, and configuration not specifically
mentioned in this quote.
4. If required, DME will handle any custom display and database work, and will test and verify all external links and interfaces.
5. DME will send OSI requisite third party licensing for VM creation at our factory.
6. DME will provide high-speed remote access to server and console hardware, if needed (VPN, Remote Desktop Connection, etc.). Dial-up
modem connections are insufficient.
7. DME will be responsible for configuration of corporate or external facing firewalls, if applicable.
8. DME will provide sufficient cabinet space and cabling for new hardware. If DME is not able to provide this, additional cabinets and/or
cables can be quoted separately -
9. A feature differences operator review session is included but limited to a brief hands-on, informal session. Additional training can be
quoted separately as needed.
10. Option 4 for Report Studio is dependent upon the acceptance of Option 2 for CHRONUS.
Open Systems International Inc.
4101 Arrowhead Drive, Medina MN 55340-9649 Proprietary
Phone: (763) 551-0559 Fax: (763) 404-4007
email: Into@osli.com https,/Avww.osli.com Page: 6 of 7
DocuSign Envelope ID: 4D9BOE47-CCDB-4DFO-A4B8-066765092E57
QUOTATION
' Quote Number: 27981
Reference: DME2021- 04-Rev2
Standard Terms and Conditions
1. All quoted prices are in US Dollars ($), unless otherwise stated.
2. Travel and associated administrative costs are not included in this quote, and will be billed as incurred, unless otherwise stated.
3. Customer shall pay all applicable shipping and tariffs, unless otherwise stated.
4. Quoted price does not include applicable taxes, unless otherwise stated.
5. OSI will schedule all work upon receipt of the Customer's written acceptance, subject to OSI's resource availability.
6. Training, if applicable, will be provided at OSI's facility, unless otherwise stated.
7. Training Units may be used for up to 18 months from the date of purchase; any remaining unused Units will expire thereafter. One Training
Unit is equivalent to one student attending one day of instruction for OSI University courses in Minneapolis (including Web -U courses).
8. Customer shall provide all relevant system information required for the work as needed (i.e. databases, displays, reports, IP addresses,
networking information, RTU channel information, etc.) and shall be responsible for all delays caused by Customer's failure to do so in a
timely manner.
9. Customer will have dedicated personnel available to assist OSI in the work, unless otherwise stated.
10. All third -party hardware purchased as part of this quote carries a standard OEM warranty, unless otherwise stated. All OSI hardware
purchased as part of this quote carries a one-year warranty against defects from date of delivery, unless otherwise stated.
11. OSI does not guarantee that third -parry goods will be available at time of quote acceptance. If third -parry goods are not available, upon
Customer's authorization, OSI will provide suitable replacements and bill any resulting cost differences to the Customer. Failure to timely
authorize replacements may result in delays and/or need to re -quote.
12. When applicable, Customers subscribing to Gold or above Support Plans may be entitled to new software version updates without
charge. With the exception of Diamond Plan subscribers, the Customer will be responsible to pay for any engineering services required to
implement the software upgrades.
13. Unless otherwise agreed and quoted, Customer is responsible for all preparations for OSI's installation of software, hardware or services
and any post -installation compatibility testing and compliance issues.
14. Customer will provide adequate environmental and power conditions onsite, unless otherwise stated.
15. Cutover is defined as the quoted functionality being operational with no outstanding critical incidents.
16. Any Quote(s) for system upgrade services require(s) that at the time of actual implementation Customer has a valid premium monarch'
Support plan which includes software upgrade privileges and that the system size or scope does not change dramatically between the
issuance of the quote and implementation of the service.
17. Customer Furnished Hardware and Software: Customer shall provide all required third -party equipment and software ("CFE") for the
Project except for the OSI -provided equipment identified in this quote. Customer shall be responsible to timely deliver all CFE to OSI in
compliance with the mutually agreed upon Project Schedule for integration with the OSI software. Customer shall pay all shipping and
insurance costs both to and from OSI and shall be responsible for all CFE warranties.
18. Export Controls:
18.1. Customer represents: It is not a citizen, national, or resident of, and is not under control of, the government of Cuba, Iran, Sudan, Libya,
North Korea, Syria, nor any country to which the United States has prohibited export and that it is not listed on the United States Department
of Treasury lists of Specially Designated Nationals, Specially Designated Terrorists, and Specially Designated Narcotic Traffickers, nor is it
listed on the United States Department of Commerce Table of Denial Orders.
18.2. Customer agrees that it will not export or re-export the Product(s), directly or indirectly, to the above mentioned countries nor to
citizens, nationals or residents of those countries nor to any entity so listed on any of the above mentioned lists.
18.3. Customer agrees that it will not use the Product(s) for, and will not allow the Product(s) to be used for the development, design,
manufacture or production of nuclear, chemical or biological weapons of mass destruction.
18.4. The requirements of 18.2 and 18.3 above apply to all Product(s) purchased or licensed to Customer from OSI, whether included in this
quote or purchased or licensed previously.
Notice: OSI's quote is based upon Customer's acceptance of all applicable Terms and Conditions. Requests for additions to, deletions of, or
different Terms and Conditions, may require a revised quote and/or additional costs or schedule delays.
Open Systems International Inc.
4101 Arrowhead Drive, Medina MN 55340-9649 Proprietary
Phone: (763) 551-0559 Fax: (763) 404-4007
email: info@osii.com https:l/www.osii.com Page: 7 of 7
DocuSign Envelope ID: 4D9BOE47-CCDB-4DFO-A4B8-066765092E57
A-
0 s I
QUote To:
Denton Municipal Electric
1659 Spencer Rd.
Denton TX 76205
USA
Attention:
Larry Collier
(940) 349-7000
Larry. Coll ier@cityofdenton.com
Quote Description:
GMS Upgrade and CHRONUS Addition
OSI Sales Contact:
Name: TJ Kellner
Phone: 763-404-4168
Email: TJ.Kellner@osii.com
QUOTATION
Quote Number: 27983
Reference: DME2021-Q05-Rev1
Date:
5!512021
Valid Until:
7/4/2021
Description
Qty
Unit Cost
Unit
Extended Cost
Base Quote: GMS Upgrade
OSI Software
monarch Software Upgrade License
1
0.00
EA
US$ 0.00
Free -of -Charge with Gold Support
OSI Maintenance Center Standard License
1
0.00
EA
US$ 0.00
Features Include:
- Job Deployment Management
-Web Platform Product Config Management
- Configurable Workflow/Approval Processes
- Unified Audit Trail
Free -of -Charge
OSI Software Subtotal:
US$ 0.00
Third Party Software
Customer Furnished Third Party Software
1
0.00
LOT
US$ 0.00
All Third Party Software
Third Party Software Subtotal:
US$ 0.00
Project Implementation
GMS Upgrade Implementation
1
111,520.00
EA
US$ 111,520.00
At OSI:
- Project Management and Coordination
- Project Engineering and Design
-Virtual Machine Upgraded System Setup
-Software Installation and Configuration
- Database and Display Conversion and Integration
-Virtual Machine Upgraded System QIA Testing
- VM Export and Integration Assistance
- Post -Cutover Problem Resolution and Assistance
- System Documentation Updates
At DME:
- Software Integration and Verification
- Site Testing
- Cutover Preparation
- Feature Differences Operator Training Session
- Execute Cutover
Project Implementation Subtotal:
US$ 111,520.00
Total: US$ 111,520.00
Open Systems International Inc.
4101 Arrowhead Drive, Medina MN 55340-9649 Proprietary
Phone: (763) 551-0559 Fax: (763) 404-4007
email: info@osii.com https:llwww.osli.com Page: 1 of 7
DocuSign Envelope ID: 4D9BOE47-CCDB-4DFO-A4B8-066765092E57
Si
QUOTATION
Quote Number: 27983
Reference: DME2021-005-Rev1
Description
Qty
Unit Cost
Unit
Extended Cost
Option #1: FAT
Project Implementation
Factory Acceptance Testing
1
10,640.00
EA
US$ 10,640.00
At OSI:
- FAT Planning and Preparation
- 3 -Day Factory Acceptance Testing
- FAT Cleanup
Project Implementation Subtotal:
US$ 10,640.00
Option #1 Total:
US$ 10,640.00
Option #2: SAT
Project Implementation
Site Acceptance Testing
1
14,880.00
EA
US$ 14,880.00
At OSI:
SAT Preparation Activities
- Post -SAT System Documentation Updates
At DME:
- 3 -Days Formal Site Acceptance Testing
- SAT Cleanup and Commissioning Preparation
Project Implementation Subtotal:
US$ 14,880.00
Option #2 Total:
US$ 14,880.00
Option #3: CHRONUS Addition
Third Party Hardware
Customer Furnished Server
1
OM
EA
US$ 0.00
Physical Host Server Hosting:
- (1) CHRONUS VM @PCC on DMZ LAN
Customer Furnished Server
1
0.00
EA
US$ 0.00
Physical Host Server Hosting:
- (1) CHRONUS VM @BCC on DMZ LAN
Customer Furnished Hardware
1
0.00
LOT
US$ 0.00
All Other Hardware (i.e. Cables, Cabinets, Firewalls, Network
Switches, KVM Tray, KVM Switch, GPS Clock, Etc.)
Third Party Hardware Subtotal:
US$ 0.00
Open Systems Intemational Inc.
4101 Arrowhead Drive, Medina MN 55340-9649
Phone: (763) 551-0559 Fax: (763) 404-4007
email: info@osii,com hups:llwww.osii.com
Proprietary
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DocuSiEnvelope ID: 4D9BOE47-CCDB-4DF0-A4B8-066765092E57
0S1
(QUOTATION
Quote Number: 27983
Reference: DME2021-005-Regi
Description
Qty Unit Cost Unit
Extended Cost
OSI Software
CHRONUS Enterprise Licensing
1 45,000.00 EA
US$
45,000.00
Up to 5,000 Points
2 Servers:
- Non -Redundant Server on PCC SCADA LAN
- Non -Redundant Server on BCC SCADA LAN
Up to 10 Concurrent Users
OpenView Interface
Playback Capabilities
OSI Excel Plug -In Interface
ODBC Interface (Can be Used with Power BI)
OSI Software Subtotal:
US$
45,000.00
Thins Party Software
Customer Furnished Third Party Software
1 0.00 LOT
US$
0.00
All Third Party Software
Third Party Software Subtotal:
US$
0.00
Project Implementation
CHRONUS Implementation
1 45,280.00 EA
US$
45,280.00
At OSI:
- Project Management and Coordination
- Project Engineering and Design
- VM Configuration and OS Build
- Software Installation and Configuration
Factory QIA Testing
- VM Export and Remote Integration Assistance
- Post -Commissioning Problem Resolution and Assistance
- System Documentation Updates
AT DME:
- Site Integration and Configuration
- Site Testing
- Operator Training
Project Implementation Subtotal:
US$
45,280.00
Training
Training - Units
2 545.00 UNITS
US$
1,090.00
Sufficient for One Attendee of the Following OSI -U Courses:
- S120: CHRONUS Report Building
- S236: CHRONUS Administration
Training Subtotal:
US$
1,090.00
monarch'" Support Adders
monarch' Support Adder - Gold
1 6,750.00 EA
US$
6,750.00
monarchTM Support Adders Subtotal:
US$
6,750.00
Option #3 Total:
US$
98,120.00
Open Systems International Inc.
4101 Arrowhead Drive, Medina MN 55340-9649 Proprietary
Phone: (763) 551-0559 Fax: (763) 404-4007
Page: 3 of 7
email: info@osii.com https:llwww.osii.com
DocuSign Envelope ID
4D980E47-CCDB-4DF0-A4B8-066765092 E57
QUOTATION
Quote Number: 27983
Reference: DME2021-Q05-Rev1
Description
Qty
Unit Cost
Unit
Extended Cost
O tion #4: Re ort Studio Addition
OSI Software
OSI Report Studio (Report Design, Scheduling and Viewing Tool)
1
25,000.00
EA
US$ 25,000.00
License
2 Servers (1 @PCC, 1 @BCC)
20 Concurrent Users (Up to 10 OpenView Users and 10 Extemal
Web Users)
OSI Software Subtotal:
US$ 25,000.00
Project Implementation
Report Studio Implementation
1
27,360.00
EA
US$ 27,360.00
At OSI:
-Additional Project Management and Coordination
-Additional Project Engineering and Design
- Remote Implementation and Testing
Post Installation Support and Q/A
Project Implementation Subtotal:
US$ 27,360.00
monarch'm Support Adders
monarch' Support Adder - Gold
1
3,750.00
EA
US$ 3,750.00
monarch'w Support Adders Subtotal:
US$ 3,750.00
Option #4 Total:
US$ 56,110.00
Open Systems International Inc.
4101 Arrowhead Drive, Medina MN 55340-9649 Proprietary
Phone: (763) 551-0559 Fax: (763) 40414007
email: info@osii.com https://www.osii.com Page: 4 of 7
DocuSign Envelope ID: 4D9BOE47-CCDB-4DFO-A4B8-066765092E57
Customer Address Info:
Sill To:
City of Denton, Texas
215 E McKinney St
Denton TX 76201-4299
USA
QUOTATION
Quote Number: 27983
Reference: DME2021-Q05-Rev1
Ship To:
Denton Municipal Electric
1659 Spencer Rd.
Denton TX 76205
USA
Payment Terms: Milestone Payment Details:
Net 30 Days 10% Upon Quote Acceptance
15% Upon Project Kickoff Meeting
25% Upon Completion of Virtual Machine Upgraded System QIA Testing (or FAT, if Option 1 is
Selected)
25% Upon Completion of Site Testing (or SAT, if Option 2 is Selected)
25% Upon Project Completion
Open Systems International Inc.
4101 Arrowhead Drive, Medina MN 55340-9649 Proprietary
Phone: (763) 551-0559 Fax: (763) 404-4007
email: info@osii.com hUps://www.osii.com Page: 5 of 7
DocuSign Envelope ID: 4D9BOE47-CCD13-4DFO-A4B8-066765092E57
0 S I
QUOTATION
Quote Number. 27983
Reference: DME2021-Q05-Rev1
Special Terms and Conditions:
1. Quoted disk sizing assumes CHRONUS archival of 1,000 points with a 50% change rate every 2 seconds with 2 years of historical data
available online.
2. Any VM host hardware or standalone hardware supplied by DME is compliant with monarchl.NET minimum requirements as follows:
Minimum Host Server Specifications Per VM Instance
CPU: 4 Physical Cores (8 Threads)
RAM: 16GB
DISK IOPS: 100
OS: Windows Server 2016, Windows Server 2019, RedHat Enterprise Linux 7
Recommended Host Server Specifications Per VM Instance
CPU: 8 Physical Cores (16 Threads)
RAM: 32GB
DISK [OPS: 200
OS: Windows Server 2016, Windows Server 2019, RedHat Enterprise Linux 7, RedHat Enterprise Linux 8
Standalone Server Specifications:
XEON CPU: Dual Eight -Core HT, 2.1GHz and Above
RAM: 32+GB
OS: Windows Server 2019, RedHat Enterprise Linux 7, RedHat Enterprise Linux 8
Standalone Workstation Specifications:
CPU. Single Quad -Core HT `3.6GHz and Above
RAM: 32+GB
OS: Windows 10 Pro 64 -Bit
Video Card: FirePro WX4100 4GB or Better
Server
- Xeon CPU: Dual Six -Core 2.3GHz and above
- RAM: 32+GB
- OS: Windows Server 2016, Windows Server 2019, RedHat Enterprise Linux 7
Workstation
- CPU: Single Quad -Core 2.8GHz and above
- RAM: 16+GB
- OS: Windows 10 64-bit
- Video Card: FirePro WX4100 4G or better**
*Quantities are additive, per VM (e.g. a host with 5 VMs will require 5x quantities shown). This does not reflect how to configure the VMs
within the hypervisor; it is only a guideline for how to size the host hardware.
**In addition to indicated per VM RAM quantities, another 16GB RAM is required for the Hypervisor component.
3. DME will provide all third party hardware, software (such as backup/archival software), licensing, and configuration not specifically
mentioned in this quote.
4. If required, DME will handle any custom display and database work, and will test and verify all external links and interfaces.
5. DME will provide high-speed remote access to server and console hardware, if needed (VPN, Remote Desktop Connection, etc.). Dial-up
modem connections are insufficient.
6. DME will be responsible for configuration of corporate or external facing firewalls, if applicable.
7. DME will provide sufficient cabinet space and cabling for new hardware. If DME is not able to provide this, additional cabinets and/or
cables can be quoted separately.
8. A feature differences operator review session is included but limited to a brief hands-on, informal session. Additional training can be
quoted separately as needed.
9. Option 4 for Report Studio is dependent upon the acceptance of Option 3 for CHRONUS.
Open Systems International Inc.
4101 Arrowhead Drive, Medina MN 55340-9649
Phone: (763) 551-0559 Fax: (763) 404-4007
email: info@osii.com https://www.osii.com
Proprietary
Page: 6 of 7
DocuSiEnvelope ID:4D9BOE47-CCDB-4DFO-A4B8-066765092E57 QUOTATION
l
0SIQuote Number: 27983
Reference: DME2021-Q05-Rev1
Standard Terms and Conditions
1. All quoted prices are in US Dollars ($), unless otherwise stated.
2. Travel and associated administrative costs are not included in this quote, and will be billed as incurred, unless otherwise stated.
3. Customer shall pay all applicable shipping and tariffs, unless otherwise stated.
4. Quoted price does not include applicable taxes, unless otherwise stated.
5. OSI will schedule all work upon receipt of the Customer's written acceptance, subject to OSI's resource availability.
6. Training, if applicable, will be provided at OSI's facility, unless otherwise stated.
7. Training Units may be used for up to 18 months from the date of purchase; any remaining unused Units will expire thereafter. One Training
Unit is equivalent to one student attending one day of instruction for OSI University courses in Minneapolis (including Web -U courses).
8. Customer shall provide all relevant system information required for the work as needed (i.e. databases, displays, reports, IP addresses,
networking information, RTU channel information, etc.) and shall be responsible for all delays caused by Customer's failure to do so in a
timely manner.
9. Customer will have dedicated personnel available to assist OSI in the work, unless otherwise stated.
10. All third -party hardware purchased as part of this quote carries a standard OEM warranty, unless otherwise stated. All OSI hardware
purchased as part of this quote carries a one-year warranty against defects from date of delivery, unless otherwise stated.
11. OSI does not guarantee that third -parry goods will be available at time of quote acceptance. If third -party goods are not available, upon
Customer's authorization, DSI will provide suitable replacements and bill any resulting cost differences to the Customer. Failure to timely
authorize replacements may result in delays and/or need to re -quote.
12. When applicab[e, Customers subscribing to Gold or above Support Plans may be entitled to new software version updates without
charge, With the exception of Diamond Plan subscribers, the Customer will be responsible to pay for any engineering services required to
implement the software upgrades.
13. Unless otherwise agreed and quoted, Customer is responsible for all preparations for OSI's installation of software, hardware or services
and any post -installation compatibility testing and compliance issues.
14. Customer will provide adequate environmental and power conditions onsite, unless otherwise stated.
15. Cutover is defined as the quoted functionality being operational with no outstanding critical incidents.
16. Any Quotes) for system upgrade services require(s) that at the time of actual implementation Customer has a valid premium monarch",
Support plan which includes software upgrade privileges and that the system size or scope does not change dramatically between the
issuance of the quote and implementation of the service.
17. Customer Furnished Hardware and Software: Customer shall provide all required third -party equipment and software ("CFE") for the
Project except for the OSI -provided equipment identified in this quote. Customer shall be responsible to timely deliver all CFE to OSI in
compliance with the mutually agreed upon Project Schedule for integration with the OSI software. Customer shall pay all shipping and
insurance costs both to and from OSI and shall be responsible for all CFE warranties.
18. Export Controls:
18.1. Customer represents: It is not a citizen, national, or resident of, and is not under control of, the government of Cuba, Iran, Sudan, Libya,
North Korea, Syria, nor any country to which the United States has prohibited export and that it is not listed on the United States Department
of Treasury lists of Specially Designated Nationals, Specially Designated Terrorists, and Specially Designated Narcotic Traffickers, nor is it
listed on the United States Department of Commerce Table of Denial Orders.
18.2. Customer agrees that it will not export or re-export the Product(s), directly or indirectly, to the above mentioned countries nor to
citizens, nationals or residents of those countries nor to any entity so listed on any of the above mentioned lists.
18.3. Customer agrees that it will not use the Product(s) for, and will not allow the Product(s) to be used for the development, design,
manufacture or production of nuclear, chemical or biological weapons of mass destruction.
18.4. The requirements of 18.2 and 18.3 above apply to all Product(s) purchased or licensed to Customer from OSI, whether included in this
quote or purchased or licensed previously.
Notice: OSI's quote is based upon Customer's acceptance of all applicable Terms and Conditions. Requests for additions to, deletions of, or
different Terms and Conditions, may require a revised quote and/or additional costs or schedule delays.
Open Systems Intemational Inc.
4101 Arrowhead Drive, Medina MN 55340-9649 Proprietary
Phone: (763) 551-0559 Fax: (763) 404-4007
email: info@osli.com https:/Avm.osli.com Page: 7 of 7
DocuSign Envelope ID: 4D9BOE47-CCDB-4DF0 A4B8-066765092E57
C) s
Quote To:
Denton Municipal Electric
1659 Spencer Rd,
Denton TX 76205
USA
Attention:
Larry Collier
(940) 349-7000
Larry. Coll ier@cityofdenton.com
Quote Description:
McAfee ENS PMS Entitlement Addition
OSI Sales Contact:
Name: TJ Kellner
Phone: 763-404-4168
Email: TJ.Kellner@osii.com
QUOTATION
Quote Number: 27804
Reference: DME2021-Q06
Date:
4/1/2021
Valid Until:
5/31/2021
Description
Qty
Unit Cost
Unit
Extended Cost
Base Quote
Patch Management
Patch Management Entitlement Addition
1
3,000.00
EA
US$ 3,000.00
Annual Fee for McAfee ENS Entitlement Addition
Patch Management Subtotal:
US$ 3,000.00
Total: US$ 3,000,00
Open Systems International Inc.
4101 Arrowhead Drive, Medina MN 55340-9649 Proprietary
Phone: (763) 551-0559 Fax: (763) 404-4007
email: info@osii.com https:/Avww.osii.com Page: 1 of 3
DocuSign Envelope ID: 4D98OE47-CCDB-4DFO-A4B8-066765092E57
Customer Address Info:
Payment Terms:
Net 30 Days
Bill To:
City of Denton, Texas
215 E McKinney St
Denton TX 76201-4299
USA
Milestone Payment Details:
100% Upon Quote Acceptance
QUOTATION
Quote Number: 27804
Reference: DME2021-Q06
Ship To:
Denton Municipal Electric
1659 Spencer Rd.
Denton TX 76205
USA
Open Systems lntematonal Inc.
4101 Arrowhead Drive, Medina MN 55340-9649 Proprietary
Phone: (763) 551-0559 Fax: (763) 404-4007
email: info@osii.com https://www.osii.com Page: 2 of 3
DocuSign Envelope 1D: 4D9BOE47-CCDB-4DFO-A4B8-066765092E57
QUOTATION
"..
Quote Number: 27804
Reference: DME2021-Q06
Standard Terms and Conditions
1. All quoted prices are in US Dollars ($), unless otherwise stated.
2. Travel and associated administrative costs are not included in this quote, and will be billed as incurred, unless otherwise stated.
3. Customer shalt pay all applicable shipping and tariffs, unless otherwise stated.
4. Quoted price does not include applicable taxes, unless otherwise stated.
5. OSI will schedule all work upon receipt of the Customer's written acceptance, subject to OSI's resource availability.
6. Training, if applicable, will be provided at OSI's facility, unless otherwise stated,
7. Training Units may be used for up to 18 months from the date of purchase; any remaining unused Units will expire thereafter. One Training
Unit is equivalent to one student attending one day of instruction for OSI University courses in Minneapolis (including Web -U courses).
8. Customer shall provide all relevant system information required for the work as needed (i.e. databases, displays, reports, IP addresses,
networking information, RTU channel information, etc.) and shall be responsible for all delays caused by Customer's failure to do so in a
timely manner.
9. Customer will have dedicated personnel available to assist OSI in the work, unless otherwise stated.
10. All third -party hardware purchased as part of this quote carries a standard OEM warranty, unless otherwise stated. All OSI hardware
purchased as part of this quote carries a one-year warranty against defects from date of delivery, unless otherwise stated.
11. OSI does not guarantee that third -party goods will be available at time of quote acceptance. If third -party goods are not available, upon
Customer's authorization, OSI will provide suitable replacements and bill any resulting cost differences to the Customer. Failure to timely
authorize replacements may result in delays and/or need to re -quote.
12. When applicable, Customers subscribing to Gold or above Support Plans may be entitled to new software version updates without
charge. With the exception of Diamond Plan subscribers, the Customer will be responsible to pay for any engineering services required to
implement the software upgrades.
13. Unless otherwise agreed and quoted, Customer is responsible for all preparations for OSI's installation of software, hardware or services
and any post -installation compatibility testing and compliance issues.
14. Customer will provide adequate environmental and power conditions onsite, unless otherwise stated.
15. Cutover is defined as the quoted functionality being operational with no outstanding critical incidents.
16. Any Quote(s) for system upgrade services require(s) that at the time of actual implementation Customer has a valid premium monarch'"
Support plan which includes software upgrade privileges and that the system size or scope does not change dramatically between the
issuance of the quote and implementation of the service.
17. Customer Furnished Hardware and Software: Customer shall provide all required third -party equipment and software ("CI=E") for the
Project except for the OSI -provided equipment identified in this quote. Customer shall be responsible to timely deliver all CFE to OSI in
compliance with the mutually agreed upon Project Schedule for integration with the OSI software. Customer shall pay all shipping and
insurance costs both to and from OSI and shall be responsible for all CFE warranties.
18. Export Controls:
18.1. Customer represents: It is not a citizen, national, or resident of, and is not under control of, the government of Cuba, Iran, Sudan, Libya,
North Korea, Syria, nor any country to which the United States has prohibited export and that it is not fisted on the United States Department
of Treasury lists of Specially Designated Nationals, Specially Designated Terrorists, and Specially Designated Narcotic Traffickers, nor is it
listed on the United States Department of Commerce Table of Denial Orders.
18.2. Customer agrees that it will not export or re-export the Product(s), directly or indirectly, to the above mentioned countries nor to
citizens, nationals or residents of those countries nor to any entity so listed on any of the above mentioned lists.
18.3. Customer agrees that it will not use the Product(s) for, and will not allow the Product(s) to be used for the development, design,
manufacture or production of nuclear, chemical or biological weapons of mass destruction.
18.4. The requirements of 18.2 and 18.3 above apply to all Product(s) purchased or licensed to Customer from OSI, whether included in this
quote or purchased or licensed previously.
Notice: OSI's quote is based upon Customer's acceptance of all applicable Terms and Conditions. Requests for additions to, deletions of, or
different Terms and Conditions, may require a revised quote and/or additional costs or schedule delays.
Open Systems International Inc.
4101 Arrowhead Drive, Medina MN 55340-9649
Phone: (763) 551-0559 Fax: (763) 404-4007 Proprietary
email: info@osii.com https://www.osii.com Page: 3 of 3
DocuSign Envelope ID: 4D9BOE47-CCDB-4DFO-A468-066765092E57
0S I
Quote To:
Denton Municipal Electric
1659 Spencer Rd,
Denton TX 76205
USA
Attention:
Larry Collier
(940)349-7000
Lary. Coll ier@cityofdenton.com
OSI Sales Contact:
Name: TJ Kellner
Phone: 763-404-4168
Email: TJ.Kellner@osii.com
Quote Description:
Budgetary Multi -Year monarch"0 Support and Patch Management Renewal
QUOTATION
Quote Number: 27829
Reference: DME2021-007-Budgetary
Date:
4/5/2021
Valid Until:
6/4/2021
Description
Qty
Unit Cost
Unit
Extended Cost
Base Quote
monarch" Support
GMS monarch' Support - Gold
1
214,558.00
EA
US$ 214,558.00
Support Period: 29 -Jun -22 to 28 -Jun -27
- Year 1 (29 -Jun -22 to 28 -Jun -23): $41,643
- Year 2 (29 -Jun -23 to 28 -Jun -24): $42,268
- Year 3 (29 -Jun -24 to 28 -Jun -25): $42,902
-Year 4 (29 -Jun -25 to 28 -Jun -26): $43,546
-Year 5 (29 -Jun -26 to 28 -Jun -27): $44,199
T&D SCADA monarchTM Support - Gold
1
220,970.00
EA
US$ 220,970.00
Support Period: 01 -Nov -21 to 31 -Oct -26
- Year 1 (01 -Nov -21 to 31 -Oct -22): $42,888
- Year 2 (01 -Nov -22 to 31 -Qct -23): $43,531
-Year 3 (01 -Nov -23 to 31 -Oct -24): $44,184
- Year 4 (01 -Nov -24 to 31 -Oct -25): $44,847
-Year 5 (01 -Nov -25 to 31 -Qct -26): $45,520
monarch" Support Subtotal:
US$ 435,528.00
Patch Management
Patch Management Services - Gold
1
151,184.00
EA
US$ 151,184.00
Service Period: 15 -Dec -21 to 14 -Dec -26
-Year 1 (15 -Dec -21 to 14 -Dec -22): $29,877
-Year 2 (15 -Dec -22 to 14 -Dec -23): $29,877
-Year 3 (15 -Dec -23 to 14 -Dec -24): $30,325
-Year 4 (15 -Dec -24 to 14 -Dec -25): $30,325
- Year 5 (15 -Dec -25 to 14 -Dec -26): $30,780
Patch Management Subtotal:
US$ 151,184.00
Total: US$ 586,712.00
Open Systems International Inc.
4101 Arrowhead Drive, Medina MN 55340-9649 Proprietary
Phone: (763) 551-0559 Fax: (763) 404-4007
email: info@osii.com https://www.osii.com Page: 1013
DocuSign Envelope ID: 4D9BOE47-CCDB-4DF0-A4B8-066765092E57
AINNU
Customer Address lnfo:
Payment Terms:
Net 30 Days
Special Terms and Conditions:
Bill To:
City of Denton, Texas
215 E McKinney St
Denton TX 76201-4299
USA
Milestone Payment Details:
To be Determined Upon Firm Quotation
QUOTATION
Quote Number: 27829
Reference: DME2021-Q07-Budgetary
Ship To:
Denton Municipal Electric
1659 Spencer Rd.
Denton TX 76205
USA
1. This is a budgetary quote; a firm quote is required prior to acceptance.
2. This pricing assumes no new licensing is purchased or entitlements are added between now and the completion of the current service
periods.
3. If new licensing is purchased a support adder will be incurred and added to the support pricing.
4. If new entitlements are added a patch management adder will be incurred and added to the patch management pricing.
5. Patch Management Services includes Discovery, Testing, and Analysis on the following software:
- NTP
- Microsoft Visual Studio C++ Express
- MS SQL Server 2005 (Win 2k8 R2)
- Windows 7 64-bit
- McAfee
- MS SQL Server 2008 (Windows 2008 R2)
- JRE (Windows)
- Mozilla Firefox
- Microsoft Visual Studio 2010 Express
- MS SQL 2012 (Win 2012)
- Microsoft Office 2013 Pro
- Windows Server 2012 R2
- Cisco 3750x Switch
- Notepad++
- Putty
- Google Chrome
- Microsoft Office 2016
- RHEL 7
- Cisco 3650 Switch
- AMD Graphics Card Drivers
- NVIDIA Graphics Card Drivers
- Cisco 3850 Switch
- Visual Studio 2013
- Windows 10 64-bit
- Windows Server 2016
- MS SQL 2016
- Visual Studio 2015
- Wireshark
- VMware ESXi 6.0
- VMware ESXi 6.5
- Windows Server 2019
- MS SQL 2019
Open Systems Intemational Inc.
4101 Arrowhead Drive, Medina MN 55340-9649 Proprietary
Phone: (763) 551-0559 Fax: (763) 404-4007
email: info@osii.com https://www.osii.com Page: 2 of 3
DccuSiEnvelope ID:4D9BOE47-CCDB-4DFO-A4B8-066765092E57 QUOTATION
OSIQuote Number: 27829
Reference: DME2021-Q07-Budgetary
Standard Terms and Condigons
1. All quoted prices are in US Dollars ($), unless otherwise stated.
2, Travel and associated administrative costs are not included in this quote, and will be billed as incurred, unless otherwise stated.
3. Customer shall pay all applicable shipping and tariffs, unless otherwise stated.
4. Quoted price does not include applicable taxes, unless otherwise stated.
5. OSI will schedule all work upon receipt of the Customer's written acceptance, subject to OSI's resource availability.
6. Training, if applicable, will be provided at OSI's facility, unless otherwise stated.
7. Training Units may be used for up to 18 months from the date of purchase; any remaining unused Units will expire thereafter. One Training
Unit is equivalent to one student attending one day of instruction for OSI University courses in Minneapolis (including Web -U courses).
8. Customer shall provide all relevant system information required for the work as needed (i.e. databases, displays, reports, IP addresses,
networking information, RTU channel information, etc.) and shall be responsible for all delays caused by Customer's failure to do so in a
timely manner.
9. Customer will have dedicated personnel available to assist OSI in the work, unless otherwise stated.
10. All third -parry hardware purchased as part of this quote carries a standard OEM warranty, unless otherwise stated. All OSI hardware
purchased as part of this quote carries a one-year warranty against defects from date of delivery, unless otherwise stated.
11. OSI does not guarantee that third -parry goods will be available at time of quote acceptance. If third -parry goods are not available, upon
Customer's authorization, OSI will provide suitable replacements and bill any resulting cost differences to the Customer. Failure to timely
authorize replacements may result in delays and/or need to re -quote.
12. When applicable, Customers subscribing to Gold or above Support Plans may be entitled to new software version updates without
charge. With the exception of Diamond Plan subscribers, the Customer will be responsible to pay for any engineering services required to
implement the software upgrades.
13. Unless otherwise agreed and quoted, Customer is responsible for all preparations for OSI's installation of software, hardware or services
and any post -installation compatibility testing and compliance issues.
14. Customer will provide adequate environmental and power conditions onsite, unless otherwise stated.
15. Cutover is defined as the quoted functionality being operational with no outstanding critical incidents.
16. Any Quote(s) for system upgrade services require(s) that at the time of actual implementation Customer has a valid premium monarch",
Support plan which includes software upgrade privileges and that the system size or scope does not change dramatically between the
issuance of the quote and implementation of the service.
17. Customer Furnished Hardware and Software: Customer shall provide all required third -party equipment and software ("CFE") for the
Project except for the OSI -provided equipment identified in this quote. Customer shall be responsible to timely deliver all CFE to OSI in
compliance with the mutually agreed upon Project Schedule for integration with the OSI software. Customer shall pay all shipping and
insurance costs both to and from OSI and shall be responsible for all CFE warranties.
18. Export Controls:
18.1. Customer represents: It is not a citizen, national, or resident of, and is not under control of, the government of Cuba, Iran, Sudan, Libya,
North Korea, Syria, nor any country to which the United States has prohibited export and that it is not listed on the United States Department
of Treasury lists of Specially Designated Nationals, Specially Designated Terrorists, and Specially Designated Narcotic Traffickers, nor is it
listed on the United States Department of Commerce Table of Denial Orders.
18.2. Customer agrees that it will not export or re-export the Product(s), directly or Indirectly, to the above mentioned countries nor to
citizens, nationals or residents of those countries nor to any entity so listed on any of the above mentioned lists.
18.3. Customer agrees that it will not use the Product(s) for, and will not allow the Product(s) to be used for the development, design,
manufacture or production of nuclear, chemical or biological weapons of mass destruction.
18.4. The requirements of 18.2 and 18.3 above apply to all Product(s) purchased or licensed to Customer from OSI, whether included in this
quote or purchased or licensed previously.
Notice: OSI's quote is based upon Customer's acceptance of all applicable Terms and Conditions. Requests for additions to, deletions of, or
different Terms and Conditions, may require a revised quote and/or additional costs or schedule delays.
Open Systems International Inc.
4101 Arrowhead Drive, Medina Mfg 55340-9649
Phone: (763) 551-0559 Fax: (763) 404-4007
email: info@osii.com https://www.osli.com
Proprietary
Page: 3 of 3
DocuSign Envelope ID: 4D96OE47-CCDB-4DFO-A468-066765092E57
Part B
OSI SOFTWARE LICENSE AGREEMENT
This Software License Agreement ("Agreement") is made this day of 20 ("Effective Date"),
between Open Systems International, Inc., with offices at 4101 Arrowhead Drive, Medina, Minnesota, USA
55340-9457 (hereinafter "Licensor"), and City of Denton, Texas, a home rule municipal corporation, with
offices at 215 E. McKinney Street, Denton, Texas 76201 (hereinafter "Licensee").
1. Definitions.
"Software" means (i) the machine-readable, object -code version of Licensor's confidential and proprietary
software, including Server Software and Client Software, as set forth in the List of Deliverables or any
subsequent orders thereafter; (ii) the Documentation; and (iii) any updates or revisions that Licensee may
receive.
"List of Deliverables" means the list of products and software purchased or licensed by Licensee.
"Documentation" means the user guides and specifications for the Software that are made available by
Licensor in electronic or tangible form.
"Server" means any physical server and/or any virtual server created by logically partitioning a physical
server to create multiple virtual platforms or systems within a single physical server.
"Server Software" means that portion of the Software, which is installed on a Server or on a redundant pair
of Servers (i.e., 2 computers), which serves a number of simultaneous users in a production environment.
Some systems may also be licensed with additional Server licenses for development and test environments
as well as disaster recovery and emergency backup purposes which, if any, are defined in the List of
Deliverables.
"Client Software" means that portion of the Software, which is physically or virtually installed on a single
user workstation or computer, which allows connection with the Server Software and use of the Software.
2, License GrantfUse of Software.
Grant of License. Licensor hereby grants to Licensee, pursuant to the following terms and conditions, a
perpetual, non-exclusive, non -transferable, license to use the Software in support of its primary business
mission and in operation of its own assets.
2.1 Permitted Uses. Licensee may:
(i) Transfer the Software to other equipment if the particular primary equipment is inoperative,
provided that at any time the Server Software and/or Client Software are active in
accordance with the number of licenses purchased.
(ii) Make static archival copies of the Software, provided that such copies shall include
Licensor's copyright and other proprietary notices. All copies made by Licensee are the
exclusive property of Licensor. At no times shall this copying create an unlicensed
replication of the Software for use on unauthorized computers.
(iii) Make copies of the Documentation, provided that such copies shall be used only for
Licensee's internal purposes and are not republished or distributed beyond Licensee's
premise. Such copies shall include Licensor's copyright and other proprietary notices.
(iv) Develop applications in support of its business using the Licensor -provided Application
Programming Interfaces (APIs) and tools delivered with the Software. Such Licensee -
developed new applications are not considered part of Licensor's Software.
2.2 Uses Not Permitted. Licensee may not:
(i) Copy the Software, except as permitted above.
Contract # 7718
DocuSign Envelope ID: 4D9BOE47-CC❑B-4DFO-A4B8-066765092E57
(ii) Transfer, sublicense, distribute, pledge, lease, rent, share, sell, lend or otherwise transfer
all or any portion of the Software.
(iii) Translate, modify, adapt, decompile, disassemble, or reverse engineer any Software, in
whole or in part, or to bypass any licensing restrictions.
(iv) Modify or create unauthorized derivative works of the Software or Documentation.
(v) Use the Software to provide software services through remote hosting or otherwise, or to
process the data of a third party or any other use of the Software for commercial gains.
(vi) Install the Software on computers not owned, leased or otherwise controlled by Licensee,
unless the License expressly allows installation on commercial third party cloud
infrastructure.
(vii) Create multiple -use operations or multiple hosting facilities above and beyond the number
of environments expressly licensed by installing the Software in more than a single physical
or virtual location to allow simultaneous and parallel use of the Software.
(viii) Create images of the Software on virtual servers to override or bypass the number of
required licensed copies, or to create back up control centers or hot back up sites for
disaster recovery by not licensing these Software extensions to the license from the
Licensor.
2.3 Use on Designated Equipment. Licensee agrees to:
(i) Install the Software only on computers owned, leased, or otherwise controlled by Licensee,
unless the license expressly allows installation on commercial third party cloud
infrastructure instead of on premise computer infrastructure.
(ii) Limit the use of Server Software to physical or virtual sites consistent with the number of
Server Software licenses purchased as listed in the List of Deliverables. Any installed
instance of the Server Software on a physical or virtual server shall be counted as an
instance and shall be consistent with the number of licensed copies.
(iii) Only install the Client Software on single workstations or single personal computers and in
accordance with the number of Client Software licenses purchased as listed in the List of
Deliverables.
3. License Fees/Audit.
3.1 In consideration for the foregoing license, Licensee shall pay Licensor in full for all applicable
license fees as set forth in the associated order(s).
3.2 During the term of this Agreement, Licensor shall have the right, from time to time, upon thirty
(30) days advance written notice and at its expense, to direct a recognized accounting firm to
conduct, during normal business hours, an audit of (and to copy) the appropriate records of
Licensee to verify the number of physical or virtual copies of the Software in use by Licensee,
the computer systems on which such copies are installed and in the case of limited user licenses,
the number of users using such copies, and the database sizing dictating the database size -
dependent license fees. If an audit reveals that Licensee has underpaid fees to Licensor,
Licensee shall be invoiced for such underpaid fees based on Licensor's readily ascertainable
prices in effect at the time the audit was completed. Representatives of the accounting firm shall
protect the confidentiality of the Licensee's Confidential Information and abide by the Licensee's
reasonable security regulations and conduct themselves in such a manner as not to interfere
unreasonably with Licensee's normal business operations while on Licensee's premises.
4. Warranty.
4.1 Scope of WarrantylWarranty of Title. Licensor hereby represents and warrants that: (i) Licensor
has good and marketable title and the right to license the Software free and clear of all liens,
security interests and encumbrances; and (ii) the Software does not infringe upon any U.S.
patent, trademark, copyright, trade secret or other proprietary right of any third party. Any
warranties against defects are set forth in the contract for services between the parties.
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4.2 EXCEPT AS SET FORTH IN THIS SECTION 4, LICENSOR MAKES AND LICENSEE
RECEIVES NO EXPRESSED OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH
RESPECT TO THE SOFTWARE, ITS CONDITION, MERCHANTABILITY, OR FITNESS FOR
ANY PARTICULAR PURPOSE OR USE BY LICENSEE. LICENSOR FURNISHES THE ABOVE
WARRANTIES IN LIEU OF ALL OTHER WARRANTIES, EXPRESSED OR IMPLIED,
INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR
PURPOSE AND ALL SUCH EXPRESS OR IMPLIED WARRANTIES ARE HEREBY
DISCLAIMED.
5. Limitation of Liability. Neither party shall be liable, whether in contract, warranty, tort (including
negligence), strict liability, indemnity or any other legal theory, for indirect, special, incidental or
consequential damages, however caused, including but not limited to, any such damages arising out
of the use or operation of the Software, delays in delivery or repair, loss of use of the Software, or
damage to any documents, data or other property of Licensee, loss of revenue or profit; for costs of
capital or of substitute use or performance; or for any other loss or cost of a similar type; or for claims
by either party for damages claimed by the other party's customers. Except in the case of gross
negligence, reckless or willful misconduct, or a breach of Confidentiality (under Section 7) or a breach
of Intellectual Property Indemnification (under Section 6.2), the maximum liability under this Agreement
shall not exceed double the amount of the total license fees paid under this Agreement.
Both parties agree that the exclusions and limitations set forth in this Section 5 do not preclude either
party from obtaining equitable or injunctive relief or pursuing others who may be responsible for some
or all of any losses incurred.
Licensee acknowledges and agrees that Licensor has set its prices and entered into this Agreement in
reliance upon the disclaimer of warranty and limitation of liability set forth herein, that same reflect an
allocation of risk between the parties (including the risk that a contract remedy may fail of its essential
purpose and cause consequential loss), and that the same form an essential basis of the bargain
between the parties.
6. Intellectual Property Rights and Indemnification.
6.1 Proprietary Rights. All intellectual property rights including trademarks, service marks, patents,
copyrights, trade secrets, and other proprietary rights in or related to the Software are and will
remain the property of Licensor or its licensors, whether or not specifically recognized or protected
under local law. Only Licensor shall have the right to modify, maintain, enhance, or otherwise alter
the Software source code, unless specified otherwise.
6.2 Intellectual Property Indemnification. Licensor shall defend any claim, suit, or action filed against
Licensee, its directors, officers, employees, agents, contractors, successors and assigns to the
extent based on an allegation that the Software, as of its delivery date to Licensee, infringes any
third party's valid U.S. patent or copyright. Licensor shall indemnify Licensee from any adverse final
judgment (or settlement to which it consents) relating thereto.
Notwithstanding the foregoing, such indemnification obligations shall not apply: (a) unless Licensor
is given prompt written notice of any claim or threat after Licensee learns of such claim or threat
and such information and assistance as Licensor may request in order to prosecute its defense;
and (b) unless Licensor is given the opportunity to control the defense of such action, provided
however, that Licensee shall have the right to approve papers filed regarding dispositive motions
and shall have the right to approve any settlement of any claims brought against it; (c) if the
Software involved has been altered in anyway by Licensee or other(s) and such infringement would
not have been alleged but for the alteration; and (d) if Licensee continues to use the Software after
Licensor notifies Licensee to discontinue such use due to a filed or impending claim, suit or action.
Licensee shall protect Licensor to the same extent Licensor has agreed to protect Licensee herein
if a claim or a suit is brought against Licensor based on such alteration by Licensee.
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In the event any such infringement, claim, action or allegation is brought or threatened against
Licensee, Licensor may, at its sole option and expense: (i) procure for Licensee the right to continue
using the Software, (ii) modify the Software so as to be non -infringing, (iii) procure a replacement
product that has substantially the same functionality, or if none of the above options are reasonably
available, or (iv) terminate this Agreement by notice to Licensee without further obligation or liability
to Licensee relating to such infringement.
7. Confidentiality. Each party agrees that should a party (the "Disclosing Party") share information with
the other party (the "Receiving Party") which is designated or marked as proprietary or confidential, or
information which, under the circumstances surrounding disclosure ought to be treated as confidential
by the Receiving Party (hereinafter "Confidential Information"), the Receiving Party shall not disclose
this Confidential Information to anyone or use this Confidential Information for any purpose independent
of the fulfillment of this Agreement. The Receiving Party shall not use any Confidential Information to
the detriment of the Disclosing Party and shall use efforts to protect the confidentiality of any such
Confidential Information commensurate with those which it employs to protect its own Confidential
Information. The Receiving Party will ensure that it enters into agreements with employees, consultants,
agents, shareholders and any other who have or may obtain access to the Confidential Information to
maintain such Confidential Information in confidence. Confidential Information shall not include
information which is: a) rightfully in the possession of or known to the Receiving Party prior to the
disclosure without an obligation to maintain its confidentiality, b) publicly known or becomes publicly
known through no unauthorized act of the Receiving Party, c) rightfully received by the Receiving Party
from a third party without obligation of confidentiality, or d) independently developed by or for the
Receiving Party.
In the event the Receiving Party receives a subpoena or other validly issued administrative or judicial
process demanding the production of Confidential Information previously provided by the Disclosing
Party, the Receiving Party shall promptly notify the Disclosing Party of this fact and tender the defense
of or opposition to this subpoena or demand to the Disclosing Party. If the subpoena or demand is not
timely limited, quashed or extended, the Receiving Party shall thereafter be entitled to comply with such
subpoena or demand to the extent required by law. If requested by the Disclosing Party after the tender
of defense or opposition is accepted, the Receiving Party shall cooperate in such defense or opposition
at the expense of the Disclosing Party.
The Parties acknowledge that unauthorized disclosure of Confidential Information in violation of this
Section may result in irreparable harm for which monetary damages or other remedy at law may be
inadequate. Each party shall be entitled, without waiving any other rights or remedies, to such injunctive
or equitable relief as may be deemed proper and necessary by a court of competent jurisdiction to
prevent any irreparable harm which may be caused by a breach or threatened breach of this
Agreement.
8. Termination.
8.1 Licensor shall have the right to immediately terminate this Agreement and the license granted
herein:
(i) Upon written notice in the event that Licensee, its officers, agents, or employees materially
breaches any provision of this Agreement. Such notice shall identify and describe the
default upon which termination is based and the Licensee shall have thirty (30) days
following receipt of the written notice to cure such default.
(ii) In the event Licensee: (1) becomes subject to any bankruptcy or insolvency proceeding
under Federal or State statute(s) which filing is not withdrawn within sixty (60) days for the
filing thereof, (ii) becomes insolvent or becomes subject to direct control by a trustee,
receiver or similar authority; or (iii) has wound up or liquidated Licensee's business,
voluntarily or otherwise.
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24. Upon termination, Licensee shall cease the use of the Software and either return or, upon request by
Licensor, destroy the Software and provide a written affidavit to Licensor of the destruction of the
Software. Termination under this paragraph shall not relieve Licensee of its obligations regarding
confidentiality of the Software, nor relieve the Licensee of further claims made by the Licensor under
the law for damages as a result of the violation of the terms of the Agreement. The provisions of
Sections 5, 6, 7, 9, and 10, and any other sections that, by their terms, extend beyond the term of this
Agreement survive termination of this Agreement for any reason, provided that such provisions
terminate within the time frame specified by any such provision.
8.2 .
9. Export Controls Compliance. Licensee agrees to comply with all applicable United States export
control laws and regulations, as amended from time to time, including without limitation the laws and
regulations administered by the United States Department of Commerce and the United States
Department of State. Licensee agrees that neither the Software nor any data, information, program
and/or materials resulting from Licensor's services (or any direct product thereof) will be exported,
directly or indirectly, in violation of these laws, or will be used for any purpose prohibited by these laws
including, without limitation, nuclear, chemical, or biological weapons proliferation, or development of
missile technology. To the extent allowed by the laws of the state of Texas and without waiving any
applicable immunity, Licensee will indemnify and hold Licensor harmless from any and all liability arising
out of Licensee's use of the Software in violation of these laws, rules or regulations.
10. General Provisions.
10.1 Complete Agreement. Each party acknowledges that it has read and understands this
Agreement and agrees to be bound by its terms. The parties further agree that this Agreement is
the complete and exclusive statement of this Agreement between the parties, which supersedes
and merges all prior proposals, understandings and all other agreements, oral orwritten, between
the parties governing operation and use of the Software. This Agreement may not be modified or
altered except by written instrument duly executed by both parties.
10.2 Waiver. The waiver or failure of either party to exercise in any respect any right provided for
herein shall not be deemed a waiver of any other right hereunder.
10.3 Severability. If any provision of this Agreement is invalid, illegal or unenforceable under any
applicable statute or rule of law, only that provision is to be deemed omitted and the remaining
provisions shall not be affected in any way.
10.4 Assignment. Licensee may not assign the Software or this Agreement to anyone, including any
parent, subsidiary or affiliate or as part of the sale of any portion of its business or pursuant to
any merger, consolidation or reorganization without Licensor's prior written consent, except to a
successor of all of Licensee's assets and business, provided the successor agrees to be bound
by this Agreement and the successor is not a direct competitor of the Licensor. Licensee
acknowledges that as a condition to such consent, Licensor may require the assignee to update
all Software to the then -current version and purchase one year of Software support.
10.5 U.S. Government Contracts. Any Software or Documentation acquired by or on behalf of a unit
or agency of the United States Government is "commercial computer software" or "commercial
computer software documentation" and, absent a written agreement to the contrary, the
Government's rights with respect to such Software or Documentation are limited by the terms of
this Agreement, pursuant to FAR § 12.212(a) and its successor regulations and/or DFARS §
227.7202-1(a) and its successor regulations, as applicable. The manufacturer is Open Systems
International, Inc., 4101 Arrowhead Drive, Medina, Minnesota USA 55340-9457.
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10.6 Governing Law. The validity, interpretation, and enforcement of this Agreement shall be
governed by the laws of, and the parties agree and consent to the jurisdiction of, the State and
Federal courts in: (1) Minnesota, USA, for any claim brought against Licensor by Licensee; or (2)
Licensee's local legal jurisdiction (e.g., home state, province, country, etc.) for any claim brought
against Licensee by Licensor. In the event of multiple claims, the first to file shall control
governing law and jurisdiction as provided above.
10.7 Dispute Resolution. Any dispute for claims which will not result in irreparable harm if not
immediately addressed may be brought for decision in the applicable court of competent
jurisdiction only after the parties have met and attempted to amicably resolve the dispute.
10.8 Limitation of Actions Period. No action, regardless of form, arising out of this Agreement may be
brought by either party outside of an applicable statute of limitations
10,9 Counterparts. This Agreement may be executed in counterparts, all of which when executed and
delivered shall constitute one single agreement between the parties.
SIGNATURES ON FOLLOWING PAGE
Contract # 7718
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The parties are signing this Agreement as of the Effective Date.
Licensor: Licensee:
Open Systems International, Inc.
4101 Arrowhead Drive
Medina, Minnesota USA 55340-9457
By:
(Signature)
Name:
Title:
Date:
Contract # 7718
By:
(Signature)
Name:
Title:
Date:
DocuSign Envelope ID: 4D9BOE47-CCDB-4DFO-A4B8-066765092E57
Exhibit C
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 insurance coverage as indicated hereinafter. Contractor
shall provide the following types and amounts of insurance by any combination of primary,
excess, or self-insurance.
Contractor shall rile with the Purchasing Department satisfactory certificates of insurance
including any applicable additional insured endorsements, containing the contract
number and title of the project. Contractor may, upon written request to the
Purchasing Department, ask for clarification of any insurance requirements at any time;
however, Contractor shall not commence any work or deliver any material until he or she
receives notification that the contract has been accepted, approved, and signed by the City
of Denton.
All insurance coverage proposed or obtained in satisfaction of these requirements shall
comply with the following general specifications, and shall be maintained in compliance
with these general specifications throughout the duration of the Contract, or longer, if so
noted.
• Each policy shall be issued by a company authorized to do business in the State of Texas
with an A.M. Best Company rating of at least A or better.
• Any deductibles or self-insured retentions shall be declared in the proposal.
• Liability policies shall provide the following:
Include as Additional Insured the City of Denton, its Officials, Employees, and
volunteers to the extent of the liabilities assumed by Contractor under this
agreement.
That such insurance, to the extent of the liabilities assumed by Contractor under
this agreement, 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, to the extent of the liabilities assumed by
Contractor under this agreement, in favor of the City of Denton, its officials,
employees, and volunteers.
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Cancellation: City requirles 30 days' 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 claims made form, Contractor
shall maintain such coverage continuously throughout the term of this contract and,
without lapse, for a period of three years beyond the contract expiration, such that
occurrences arising during the contract term which give rise to claims made after
expiration of the contract shall be covered.
Should any 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 shaft
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 $2,000,000.00 shall be
provided and maintained by the Contractor. The policy shall be written on an
occurrence basis either in a single policy or in a combination of underlying and
umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
* Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
Coverage B shall include personal injury.
Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
• Bodily injury and Property Damage Liability for premises, operations, products
and completed operations, independent contractors and property damage
resulting from explosion, collapse or underground (XCU) exposures.
• Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
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[X] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined Single
Limits {CSL} of $1,000,000 either in a single policy or in a combination of basic and
umbrella or excess policies. The policy will include bodily injury and property damage
liability arising out of the operation, maintenance and use of all automobiles and mobile
equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
• any auto, or
• all owned hired and non -owned autos.
[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 $100,000 for each accident, $100,000 per each
employee, and a $500,000 policy limit for occupational disease. The City need not be
included 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 to the extent of Contractor's obligations under
this Contract.
[ ] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of the
work under this contract, an Owner's and Contractor's Protective Liability insurance policy
naming the City as insured for property damage and bodily injury which may arise in the
prosecution of the work or Contractor's operations under this contract. Coverage shall be
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
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Builders' Risk Insurance, on an Ail -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
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 insideloutside
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.
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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 con tractor'slperson'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
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project, so the governmental entity will have on file certificates of
coverage showing coverage for all persons providing services on the
project; and
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.
I. 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
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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 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 entities 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.
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Exhibit D
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 Conunission.
Contractor will be required to furnish a Certificate of Interest Parties before the contract Is
awarded, in accordance with Government Code 2252.908.
The contractor shall:
1. Log onto the State Ethics Commission Website at:
https://www.ethics.state.tx.us/whatsnew/elf info fotml295.htm
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract,
5. Complete and sign the Form 1295
5. Email the form to miLchasing@cityofdento-a.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 # 7718
DocuSign Envelope ID: 4D9BOE47-CCDB-4DFO-A4B8-066765092E57
Exhibit
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as
defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be fled 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
Mame of vendor who has a business relationship with Total governmental entity. open Systems International, Inc.
2
Check this box if you are filing an update to a previously filed questionnaire,
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7a' business day
after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.
3 1 Name of local government officer about whom the information in this section is being disclosed.
none
!Name of Officer
This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship
as defined by Section 176.001(1-a); Local Government Code. Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
D E7
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer
named in this section AND the taxable income is not received from the local governmental entity?
Yes 0 No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an
officer or director, or holds an ownership of one percent or more?
Yes E—]
No
D. Describe each employment or business and family relationship with the local government officer named in this section.
none
4
❑I have no Conflict of Interest to disclose.
5 nocuSignedby:
a 8/27/2021
Si @htF91a4iding business with the governmental entity Date