21-2119ORDINANCE NO. 21-2119
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME -RULE MUNICIPAL
CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH
INVOICE CLOUD, INC., FOR INTEGRATED ONLINE PAYMENT SOLUTIONS FOR THE
CUSTOMER SERVICE DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS
THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 7697 — AWARDED TO INVOICE
CLOUD, INC., FOR ONE (1) YEAR, WITH THE OPTION FOR FOUR (4) ADDITIONAL ONE
(1) YEAR EXTENSIONS, IN THE TOTAL FIVE (5) YEAR NOT -TO -EXCEED AMOUNT OF
$1,500,000.00).
WHEREAS, the City has solicited, received, and evaluated competitive proposals for
Integrated Online Payment Solutions for the Customer Service Department; and
WHEREAS, the City Manager, or a designated employee, has received and reviewed and
recommended that the herein described proposals are the most advantageous to the City considering
the relative importance of price and the other evaluation factors included in the request for proposals;
and
WHEREAS, the City Council has provided in the City Budget for the appropriation of funds
to be used for the purchase of the materials, equipment, supplies, or services approved and accepted
herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The items in the following numbered request for proposal for materials,
equipment, supplies or services, shown in the "Request Proposals" on file in the office of the
Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City
considering the relative importance of price and the other evaluation factors included in the request
for proposals.
RFP
NUMBER CONTRACTOR AMOUNT
7697 Invoice Cloud, Inc. $1,500,000.00
SECTION 2. That by the acceptance and approval of the above numbered items of the
submitted proposals, the City accepts the offer of the persons submitting the proposals for such items
and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms,
specifications, standards, quantities, and for the specified sums contained in the Proposal Invitations,
Proposals, and related documents.
SECTION 3. That should the City and person submitting approved and accepted items and
of the submitted proposals wish to enter into a formal written agreement as a roesult of the acceptance,
approval, and awarding of the proposals, the City Manager, or their designated representative, is
hereby authorized to execute the written contract which shall be attached hereto; provided that the
written contract is in accordance with the terms, conditions, specifications, standards, quantities, and
specified sums contained in the Proposal and related documents herein approved and accepted..
SECTION 4. The City Council of the City of Denton, hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City ofDenton
under this ordinance to the City Manager of the City of Denton, or their designee.
SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council
hereby authorizes the expenditure of funds therefor in the amount and in accordance with the
approved bids.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this ordinance was made by and
seconded by C.C� —• This ordinance was passed and approved by the
following vote - 1:
Mayor Gerard Hudspeth:
Vicki Byrd, District I
Brian Beck, District 2:
Jesse Davis, District 3:
Alison} Maguire, District 4:
Deb Armintor, At Large Place 5:
Paul Meltzer, At Large Place 6:
Aye Nay Abstain Absent
PASSED AND APPROVED this the Z$t_ day of r,n , 2421.
ATTEST:
ROSA RIOS, CITY SECRETARY
GERARD f UD PETH, MAYOR
APPROVED AS TO LEGAL FORM:
CATHERINE CLIFTON, INTERIM CITY ATTORNEY
Digitally signed by Marcella Lunn
DW cn—Marcella Lunn, o, ou=C€ty of
� 1 R i � emai€-mDenton,
BY:��.i arcella.lunn@ciryofdenton-
1 com, c=u5
Date: 2027.09.22 09:06:43 -05'00'
DocuSign Envelope ID-. 8837RC7O-13638-45EB-BFB3-1E24476D47DF
CITY
ort
DENTON
Docusign City Council Transmittal Coversheet
RFP
7697
File Name
integrated utility Payment Solution
Purchasing Contact
Erica Garcia
City Council Target ❑ate
SEPTEMBER 28, 2021
Piggy Back Option
Yes
Contract Expiration
SEPTEMBER 28, 2026
Ordinance
21-2119
Docusign Envelope ID: B837DC7D-8638-45EB-BF83-1E24476D47DF
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND INVOICE CLOUD, INC.
(CONTRACT 7697)
09/28/2021
THIS CONTRACT (the "Contract") is made and entered into this ,
2021, by and between Invoice Cloud, Inc. a Delaware corporation, whose address is 30 Braintree
Hill Office Park, Suite 303, Braintree, Massachusetts 02184, hereinafter referred to as
"Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation,
hereinafter referred to as "City," to be effective upon approval of the Denton City Council and
subsequent execution of this Contract by the Denton City Manager or his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Contractor shall provide products and/or services in accordance with the City's document
RFP 7697- Integrated Utility Payment Solutions, a copy of which is on file at the office of
Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written
agreement and the following items which are attached hereto and incorporated herein by reference:
(a) Special Terms and Conditions (Exhibit "A");
(b) City of Denton's RFP 7697 (Exhibit "B" on File at the Office of the Purchasing
Agent);
(c) City of Denton Standard Terms and Conditions (Exhibit "C");
(d) Insurance Requirements (Exhibit "D");
(e) Certificate of Interested Parties Electronic Filing (Exhibit "E");
(f) Contractor's Proposal (Exhibit "F");
(g) Form CIQ — Conflict of Interest Questionnaire (Exhibit "G");
(h) Biller Agreement (Exhibit "H"); and
(i) Statement of Work and Biller Order form — City of Denton, Texas (Exhibit "I").
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 808.001 of the Texas Government Code. By signing this agreement, Contractor
certifies that Contractor's signature provides written verification to the City that Contractor. (I) 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.
Contract # 7697
❑ocu5ign Envelope ia: B837DC7D--8838-45EB-BF83-1E24476C47OF
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
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 fbreiga 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.
CONS4.AS,g� t CITY D J'Q�4, TEXAS
5�►
5238L1fi39a�sn.�-,�
AUTH I7 SIGNATURE SARA HENSLEY, INTERIM CITY MANAGER
Printed Name: Tam Griffin
Title:
President
6178997213
PHONE NUMBER
tgriffin%invoicecloud.com
EMAIL ADDRESS
tgriffin@invoicecloud.com
TEXAS ETHICS COMMISSION
1295 CERTIFICATE NUMBER
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business teens.
DeouSigmd 6y:
airt.. l��.uw�S
SIGNATURE
Director
TITLE
Ryan Adams
PRINTED NAME
customer service and Public affairs
DEPARTMENT
ATTEST:
ROSA RIOS, CITY SECRETARY
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APPROVED AS TO LEGAL FORM:
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DacuSign Envelope ID: B837DC7D-8638-45EB-BF83-1E24476D47DF
Exhibit A
Special Terms and Conditions
1. Total Contract Amount
The contract total for services shall not exceed $1,500,000. City of Denton will provide notice
once eighty -percent (80%) of the contract not -to -exceed amount has been encumbered. Pricing
shall be per Exhibit F attached.
2. The Quantities
The quantities indicated on Exhibit F 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
As set forth in the Biller Agreement attached hereto as Exhibit 1, the Contract term shall commence
as of the execution date of the Biller Order Form attached hereto as Exhibit H, and continue for a
period of one (1) year after the Go Live Date ("Initial Term") and will automatically renew for
each of additional successive four (4) one-year terms ("Renewal Term") unless terminated as set
forth herein. "Term" as used herein shall mean the Initial Term and any Renewal Term. This
Agreement may be terminated by either parry effective at the end of the Initial or any Renewal
Term by such party providing written notice to the other party of its intent not to renew no less
than ninety (90) days prior to the expiration of the then -current term. Additionally, this Agreement
may be terminated by either party with cause in the event of a material breach of the terms of this
Agreement by the other party and the breach remains uncured for a period of 30 days following
receipt of written notice by the breaching party. Upon any early termination of this Agreement by
Contractor as a result of breach, the City shall remain liable for all fees and charges incurred, and
all periodic fees owed through the end of the calendar month following the effective date of
termination. Upon any termination or expiration of this Contract, the City's password and access
will be disabled and the City will be obligated to pay the balance due on the City's account
computed in accordance with the Charges and Payment of Fees section set forth in the Biller
Agreement. The City agrees that Contractor may charge such unpaid fees to the City's Debit
Account or credit card or otherwise invoice the City for such unpaid fees. Unless otherwise
defined herein, capitalized terms used in this Section 3 shall have the meanings assigned to them
in Exhibits H, I and J.
4. Limitations
The City is subject to constitutional and statutory limitations on its ability to enter into certain
terms and conditions of the Agreement, 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
Contract 4 7697
DocuSign Envelope ID: B837DC7D-8638-45EB-BF83-1E24476D47DF
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 the City,
except to the extent not prohibited by the Constitution and the laws of the State of Texas.
5. Prohibition against Personal Interest in Contracts
No officer, employee, independent consultant, or elected official of the City who is involved in the
development, evaluation, or decision-making process of the performance of any solicitation shall
have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any
willful violation of this section shall constitute impropriety in office, and any officer or employee
guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation
of this provision, with the knowledge, expressed or implied, of the Contractor shall render the
Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of
Interest Questionnaire.
6. No Waiver of Sovereign Immunity
The Parties expressly agree that no provision of the Contract is in any way intended to constitute
a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton
may have by operation of law.
7. Records Retention
The Contractor shall retain all financial records, supporting documents, statistical records, and any
other records or books relating to the performances called for in the Contract. With the exception
of Customer Data that Biller reserves the right to remove and/or delete from its systems in
accordance with Section 3 of the Biller Agreement attached hereto as Exhibit 1, the Contractor
shall retain all such records for a period of four (4) years after the expiration of the Contract, or
until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved,
whichever period is longer. The Contractor shall grant access to all books, records and documents
pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental
entity that has authority to review records due to federal funds being spent under the Contract.
Contract # 7697
DocuSign Envelope ID: B8371DC7D-8638-45EB-BF83-lE24476D47DF
Exhibit C
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings
and other requirements included in the City of Denton's Contract are applicable to
contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer
and the Seller or respondent hereinafter referred to as Contractor or Supplier. Any deviations must
be in writing and signed by a representative of the City's Procurement Department and the
Supplier. No Terms and Conditions contained in the Seller's proposal response, invoice or
statement shall serve to modify the terms set forth herein. If there is a conflict between the
provisions on the face of the Contract/purchase order these written provisions will take precedence.
The Contractor agrees that the contract shall be governed by the following terms and conditions,
unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the Contract,
Sections 3, 4, 5, 6, 7, S, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and
sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed
principally at the City's premises or on public rights-of-way.
1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all
services described in the Solicitation and in the Contractor's Offer in strict accordance with the
terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws,
roles, and regulations.
2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall
be effective as of the date the Contract is signed by the City, and shall continue in effect until
terminated in accordance with the terms of the Contract.
3. INTENTIONALLY DELETED
4. INTENTIONALLY DELETED
5. INTENTIONALLY DELETED
6. INTENTIONALLY DELETED
7. INTENTIONALLY DELETED
S. INTENTIONALLY DELETED
9. INTENTIONALLY DELETED
10. WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance
of the services which they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while
engaged in participating or responding to a solicitation or while in the course and scope of
delivering goods or services under a City of Denton contract or on the City's property:
Contract # 7697
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i. use or possess a firearm, including a concealed handgun that is licensed under state law,
except as required by the terms of the contract; or
ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled
substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on
the job.
C. If the City or the City's representative notifies the Contractor that any worker is incompetent,
disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed
any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the
Contractor shall immediately remove such worker from Contract services, and may not employ
such worker again on Contract services without the City's prior written consent.
Immigration: The Contractor represents and warrants that it shall comply with the requirements
of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification
and retention of verification forms for any individuals hired on or after November 6, 1986, who
will perform any labor or services under the Contract and the Illegal Immigration Reform and
Immigrant Responsibility Act of 1996 ("IIRIRA) enacted on September 30, 1996.
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL
REGULATIONS: The Contractor, its subcontractors, and their respective employees, shall
comply fully with all applicable federal, state, and local health, safety, and environmental laws,
ordinances, rules and regulations in the performance of the services, including but not limited to
those promulgated by the City and by the Occupational Safety and Health Administration (OSHA).
In case of conflict, the most stringent safety requirement shall govern. The Contractor shall
indemnify and hold the City harmless from and against all claims, demands, suits, actions,
judgments, fines, penalties and liability of every kind arising from the breach of the Contractor's
obligations under this paragraph.
Environmental Protection: The Respondent shall be in compliance with all applicable standards,
orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et
seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. § 1251 et seq.).
12. INTENTIONALLY DELETED
13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within
thirty (30) calendar days of the City's receipt of the deliverables or of the invoice being received
in Accounts Payable, whichever is later.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid
balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the
maximum lawful rate; except, if payment is not timely made for a reason for which the City
may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after
the grounds for withholding payment have been resolved.
D. The City may withhold or set off the entire payment or part of any payment otherwise due the
Contractor to such extent as may be necessary on account of:
ii. third party claims, which are not covered by the insurance which the Contractor is
required to provide, are filed or reasonable evidence indicating probable filing of such
claims;
iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment;
iv. damage to the property of the City or the City's agents, employees or contractors,
Contract # 7697
DccuSign Envelope ID: B837DC7D-8638-45EB-BF83-1E24476047DF
which is not covered by insurance required to be provided by the Contractor;
vi. failure of the Contractor to submit proper invoices with purchase order number, with all
required attachments and supporting documentation; or
vii, failure of the Contractor to comply with any material provision of the Contract
Documents.
E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for
delinquent taxes, the City may offset indebtedness owed the City through payment withholding.
F. Payment will be made by check unless the parties mutually agree to payment by credit card or
electronic transfer of fiends. Except as otherwise specified in the Contract Documents to the
contrary, the Contractor agrees that there shall be no additional charges, surcharges, or penalties
to the City for payments made by credit card or electronic funds transfer.
14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the
Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the
term of this contract, the Contractor shall bill and the City shall reimburse contractor for all
reasonable and approved out of pocket expenses which are incurred in the connection with the
performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by
the Contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise
negotiated.
15. FINAL PAYMENT AND CLOSE-OUT:
A. The making and acceptance of final payment will constitute:
i. a waiver of all claims by the City against the Contractor, except claims (1) which have
been previously asserted in writing and not yet settled, (2) arising from defective work appearing
after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the
terms of any warranty specified herein, (4) arising from the Contractor's continuing obligations
under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising
under the City's right to audit;
17. RIGHT TO AUDIT:
A. The City shall have the right to audit and make copies of the books, records and computations
pertaining to the Contract. The Contractor shall retain such books, records, documents and other
evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress
or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are
completed and resolved. These books, records, documents and other evidence shall be available,
within ten (10) business days of written request; provided, however, that Contractor shall be
afforded additional time upon request supported by reasonable justification. Further, the
Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all
books, records, documents and other evidence pertaining to the Contract, and to allow the City
similar access to those documents. The cost of the audit will be borne by the City unless the audit
reveals an overpayment of 5% or greater. If an overpayment of 5% or greater occurs, the
reasonable cost of the audit, including any travel costs, must be borne by the Contractor which
must be payable within thirty (30) business days of receipt of an invoice.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract
and shall constitute, in the City's sole discretion, grounds for termination thereof. Each of the
terms "books", "records", "documents" and "other evidence", as used above, shall be construed to
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DocuSign Envelope ID: 6837DC7D-8638-45EB-BF83-1E24476D47DF
include drafts and electronic files, even if such drafts or electronic files are subsequently used to
generate or prepare a final printed document.
18. SUBCONTRACTORS:
A. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract
between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the
terms of the
Contract.
B. The Contractor shall be fully responsible to the City for all acts and omissions of the
Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions.
Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual
relationship between the City and any such Subcontractor, nor shall it create any obligation on the
part of the City to pay or to see to the payment of any moneys due any such Subcontractor except
as may otherwise be required by law.
19. WARRANTY -PRICE:
The Contractor certifies that the prices in the Offer have been arrived at independently without
consultation, communication, or agreement for the purpose of restricting competition, as to any
matter relating to such fees with any other firm or with any competitor.
20. INTENTIONALLY DELETED
21. INTENTIONALLY DELETED
22. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be
provided the City under the Contract will be fully and timely performed in a good and workmanlike
manner in accordance with generally accepted industry standards and practices, the terms,
conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rales
or regulations.
A. The Contractor may not limit, exclude or disclaim the foregoing warranty, and any attempt to
do so shall be without force or effect.
B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from
the Acceptance Date. If during the warranty period, one or more of the above warranties are
breached, the Contractor shall promptly upon receipt of demand perform the services again in
accordance with above standard at no additional cost to the City. All costs incidental to such
additional performance shall be borne by the Contractor. The City shall endeavor to give the
Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery
of the breach warranty, but failure to give timely notice shall not impair the City's rights under
this section.
C. If the Contractor is unable or unwilling to perform its services in accordance with the above
standard as required by the City, then in addition to any other available remedy, the City may
reduce the amount of services it may be required to purchase under the Contract from the
Contractor, and purchase conforming services from other sources.
23. INTENTIONALLY DELETED
24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to
question the other party's intent to perform, demand may be made to the other party for written
assurance of the intent to perform. In the event that no assurance is given within the time specified
Contract # 7697
DocuSign Envelope ID: B837DC7D-8638-45EB-BF83-1 E24476 D47DF
after demand is made, the demanding party may treat this failure as an anticipatory repudiation of
the Contract.
25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event
the Contractor is observed performing in a manner that is in violation of Federal, State, or local
guidelines, or in a manner that is determined by the City to be unsafe to either life or property.
Upon notification, the Contractor will cease all work until notified by the City that the violation or
unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the
City as a result of the issuance of such Stop Work Notice.
26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to
fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to
provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks
relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in
Contractor's Offer, or in any report required to be submitted by the Contractor to the City.
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29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report required to be
submitted by the Contractor to the City shall be grounds for the termination of the Contract for
cause by the City and may result in legal action.
30. DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if
the City deems it is in its best interest. If such delay causes an increase in the cost of the work
under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs
incurred by the Contractor in the Contract price and execute an amendment to the Contract. The
Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of
receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the
Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall
excuse the Contractor from delaying the delivery as notified.
31. INTENTIONALLY DELETED
32. INSURANCE: The following insurance requirements are applicable, in addition to the specific
insurance requirements detailed in Exhibit D for services only. The successful firm shall procure
and maintain insurance of the types and in the minimum amounts set forth in Exhibit D.
A. General Requirements:
i. The Contractor shall at a minimum carry insurance in the types and amounts indicated
and agreed to, as submitted to the City and approved by the City within the procurement
process, for the duration of the Contract, including extension options and hold over periods,
and during any warranty period.
ii. The Contractor shall provide Certificates of Insurance with the coverages and
endorsements required to the City as verification of coverage prior to contract execution
and within thirty (30) calendar days after written request from the City. Failure to provide
the required Certificate of Insurance may subject the Offer to disqualification from
consideration for award. The Contractor must also forward a Certificate of Insurance to the
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City whenever a previously identified policy period has expired, or an extension option or
hold over period is exercised, as verification of continuing coverage.
iii. The Contractor shall not commence work until the required insurance is obtained and
until such insurance has been reviewed by the City. Approval of insurance by the City shall
not relieve or decrease the liability of the Contractor hereunder and shall not be construed
to be a limitation of liability on the part of the Contractor.
iv. The Contractor must submit certificates of insurance to the City for all subcontractors
prior to the subcontractors commencing work on the project.
v. The Contractor's and all subcontractors' insurance coverage shall be written by
companies licensed to do business in the State of Texas at the time the policies are issued
and shall be written by companies with A.M. Best ratings of A- VII or better. The City
will accept workers' compensation coverage written by the Texas Workers' Compensation
Insurance Fund.
vi. All applicable endorsements, naming the City as an additional insured as set forth in
Exhibit D, waivers, and notices of cancellation as well as the Certificate of Insurance shall
contain the following information:
City of Denton
Materials Management Department
901B Texas Street
Denton, Texas 76209
vii. The "other" insurance clause shall not apply to the City where the City is an additional
insured shown on any policy as set forth in Exhibit D. It is intended that policies required
in the Contract, covering both the City and the Contractor, shall be considered primary
coverage as applicable.
viii. If insurance policies are not written for amounts agreed to with the City, the Contractor
shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified.
If Excess Liability Insurance is provided, it shall follow the form of the primary coverage.
ix. The City shall be entitled, upon request, at an agreed upon location, and without
expense, to review certified copies of policies and endorsements.
x. The City reserves the right to review the insurance requirements set forth during the
effective period of the Contract and to request adjustments to the insurance coverage,
limits, and exclusions required under this Contract when deemed necessary and prudent by
the City based upon changes in statutory law, court decisions, the claims history of the
industry or financial condition of the insurance company as well as the Contractor. In the
event that the City requests such adjustments, the parties shall negotiate in good faith to
amend this Contract to achieve the parties' intentions set forth herein.
xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance
to lapse during the term of the Contract or as required in the Contract; provided, however,
that nothing herein shall prohibit Contractor from replacing its carriers or coverages
provided that Contractor continues to maintain limits and coverages in accordance with the
requirements herein.xii. The Contractor shall be responsible for premiums, deductibles and
self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions
shall be disclosed on the Certificate of Insurance.
xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days' written
notice of erosion of the aggregate limits below occurrence limits for all applicable
coverages indicated within the Contract.
xiv. The insurance coverages specified in the solicitation are required minimums and are
not intended to limit the responsibility or liability of the Contractor.
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B. Specific Coverage Requirements: Specific insurance requirements are contained in the
solicitation instrument.
33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which
arises under or concerns the Contract, or which could have a material adverse effect on the
Contractor's ability to perform thereunder, the Contractor shall give written notice thereof to the
City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City
shall state the date of notification of any such claim, demand, suit, or other action; the names and
addresses of the claimant(s); the basis thereof; and the name of each person against whom such
claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to
the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City
Hall, 215 East McKinney Street, Denton, Texas 76201.
34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required
or appropriate to be given under the Contract shall be in writing and shall be deemed delivered
three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered
Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon
receipt by the addressee. Routine communications may be made by first class mail, telefax, or
other commercially accepted means. Notices to the Contractor shall be sent to the address specified
in the Contractor's Offer, or at such other address as a party may notify the other in writing. Notices
to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked
to the attention of the Purchasing Manager.
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL PUBLIC
RECORDS: Contractor shall comply with all applicable Texas public records and/or open records
laws. To the extent required by Texas law, Contractor shall (a) keep and maintain public records
required by the City to perform the service under the Agreement; (b) upon request from the City's
custodian of public records provide the City with a copy of the requested records or allow the
records to be inspected or copied within a reasonable time at a cost that does not exceed the cost
provided for under applicable Texas public records law; provided, however, that the City will
notify Contractor in advance of the City's intention to release any Confidential Information to give
Contractor a reasonable opportunity to seek protective legal treatment for such Confidential
Information as needed; (c) ensure that public records that are Confidential Information are not
disclosed except as authorized by law for the duration of the Contract term and following
completion of the Contract if Contractor does not transfer the records to the City; and (d) upon
completion of the Contract, transfer, at no cost to the City, all public records in possession of
Contractor. Upon transfer, Contractor shall destroy any duplicate public records that are
Confidential Information. All records stored electronically must be provided to the City in a format
that is compatible with the information technology systems of the City. This paragraph shall
survive the expiration or termination of this Contract, Any portions of such material claimed by
the Contractor to be proprietary must be clearly marked as such. Determination of the public nature
of records is subject to the Texas Public Information Act, Chapter 552, and Texas Government
Code.
36. INTENTIONALLY DELETED
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37. CONFIDENTIALITY: In order to provide services to the City, Contractor may require
access to certain of the City's and/or its licensors' confidential information (including inventions,
employee information, trade secrets, confidential know-how, confidential business information,
and other information which the City or its licensors consider confidential) (collectively,
"Confidential Information"). Contractor acknowledges and agrees that the Confidential
Information is the valuable property of the City and/or its licensors and any unauthorized use,
disclosure, dissemination, or other release of the Confidential Information may substantially injure
the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or
representatives) agrees that it will maintain the Confidential Information in strict confidence and
shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential
Information except as: (i) permitted under this Contract; (ii) required to perform the service or (iii)
required to be disclosed by law or an order of any court or other governmental authority with
proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such
information so as to permit the City reasonable time to seek an appropriate protective order. The
Contractor agrees to use protective measures no less stringent than the Contractor uses within its
own business to protect its own most valuable information, which protective measures shall under
all circumstances be at least reasonable measures to ensure the continued confidentiality of the
Confidential Information.
38. INTENTIONALLY DELETED
39. PUBLICATIONS: All published material and written reports submitted under the Contract
must be originally developed material unless otherwise specifically provided in the Contract.
When material not originally developed is included in a report in any form, the source shall be
identified.
40. ADVERTISING: The Contractor shall not advertise or publish, without the City's prior
consent, the fact that the City has entered into the Contract, except to the extent required by law.
41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has
been employed or retained to solicit or secure the Contract upon any agreement or understanding
for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona
fide established commercial or selling agencies maintained by the Contractor for the purpose of
securing business. For breach or violation of this warranty, the City shall have the right, in addition
to any other remedy available, to cancel the Contract without liability and to deduct from any
amounts owed to the Contractor, or otherwise recover, the full amount of such commission,
percentage, brokerage or contingent fee.
42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without
liability if it is determined by the City that gratuities were offered or given by the Contractor or
any agent or representative of the Contractor to any officer or employee of the City of Denton with
a view toward securing the Contract or securing favorable treatment with respect to the awarding
or amending or the making of any determinations with respect to the performing of such contract.
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In the event the Contract is canceled by the City pursuant to this provision, the City shall be
entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost
incurred by the Contractor in providing such gratuities.
43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer,
employee, independent consultant, or elected official of the City who is involved in the
development, evaluation, or decision-making process of the performance of any solicitation shall
have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined
in the City's Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any
willful violation of this section shall constitute impropriety in office, and any officer or employee
guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation
of this provision, with the knowledge, expressed or implied, of the Contractor shall render the
Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of
Interest Questionnaire.
44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an
employer/employee relationship, a partnership, or a joint venture. The Contractor's services shall
be those of an independent contractor. The Contractor agrees and understands that the Contract
does not grant any rights or privileges established for employees of the City of Denton, Texas for
the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits,
worker's compensation, or any other City employee benefit. The City shall not have supervision and
control of the Contractor or any employee of the Contractor, and it is expressly understood that
Contractor shall perform the services hereunder according to the attached specifications at the general
direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The
contractor is expressly free to advertise and perform services for other parties while performing
services for the City.
45. ASSIGNMENT -DELEGATION: The Contract shall be binding upon and ensure to the
benefit of the City and the Contractor and their respective successors and assigns, provided
however, that no right or interest in the Contract shall be assigned and no obligation shall be
delegated by the Contractor without the prior written consent of the City; provided further,
however, that Contractor shall the right to assign this Contractor to any successor of substantially
all of its business or assets without the previous written consent of the City, and any such successor
shall be bound by all of the provisions hereof. Any attempted assignment or delegation by the
Contractor shall be void unless made in conformity with this paragraph. The Contract is not
intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the
intention of the parties that there are no third parry beneficiaries to the Contract.
Contractor shall notify the City's Purchasing Manager, in writing, of a company name,
ownership, or address change for the purpose of maintaining updated City records. The
president of the company or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal
documentation such as an updated W-9, documents filed with the state indicating such
change, copy of the board of director's resolution approving the action, or an executed
merger or acquisition agreement. Failure to do so may adversely impact future invoice
payments.
46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole
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or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration and is in writing signed by the aggrieved party. No waiver by either
the Contractor or the City of any one or more events of default by the other party shall operate as,
or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an
express or implied acceptance of any other existing or future default or defaults, whether of a
similar or different character.
47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by
both parties. No pre-printed or similar terms on any Contractor invoice shall have any force or
effect to change the terms, covenants, and conditions of the Contract.
48. INTERPRETATION: The Contract is intended by the parties as a final, complete and
exclusive statement of the terms of their agreement. No course of prior dealing between the parties
or course of performance or usage of the trade shall be relevant to supplement or explain any term
used in the Contract. Although the Contract may have been substantially drafted by one party, it
is the intent of the parties that all provisions be construed in a manner to be fair to both parties,
reading no provisions more strictly against one party or the other. Whenever a term defined by the
Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC
definition shall control, unless otherwise defined in the Contract.
49. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to
negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing
of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party
may make a written request for a meeting between representatives of each party within fourteen
(14) calendar days after receipt of the request or such later period as agreed by the parties. Each
party shall include, at a minimum, one (1) senior level individual with decision-making authority
regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith
to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the
parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to
mediation as described below. Negotiation may be waived by a written agreement signed by both
parties, in which event the parties may proceed directly to mediation as described below.
B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation
process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation
skills to assist with resolution of the dispute. Should they choose this option; the City and the
Contractor agree to act in good faith in the selection of the mediator and to give consideration to
qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties
from relying on the skills of a person who is trained in the subject matter of the dispute or a contract
interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of
initiation of the mediation process, the mediator shall be selected by the Denton County Alternative
Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith
for up to thirty (30) calendar days from the date of the first mediation session. The City and the
Contractor will share the mediator's fees equally and the parties will bear their own costs of
participation such as fees for any consultants or attorneys they may utilize to represent them or
otherwise assist them in the mediation.
50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the
laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted
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in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would
refer to and apply the substantive law of another state or jurisdiction. All issues arising from this
Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit
to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City to seek and secure
injunctive relief from any competent authority as contemplated herein.
51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract
shall in no way affect the validity or enforceability of any other portion or provision of the
Contract. Any void provision shall be deemed severed from the Contract and the balance of the
Contract shall be construed and enforced as if the Contract did not contain the particular portion
or provision held to be void. The parties further agree to reform the Contract to replace any stricken
provision with a valid provision that comes as close as possible to the intent of the stricken
provision. The provisions of this section shall not prevent this entire Contract from being void
should a provision which is the essence of the Contract be determined to be void.
52. HOLIDAYS: The following holidays are observed by the City:
New Year's Day (observed)
MLK Day
Memorial Day
4th of July
Labor Day
Thanksgiving Day
Day After Thanksgiving
Christmas Eve (observed)
Christmas Day (observed)
New Year's Day Cobserved)
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday
falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be
between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any
scheduled deliveries or onsite work performance not within the normal hours of operation must
be approved by the City Manager of Denton, Texas or his authorized designee.
53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose
continuing obligations on the parties, including but not limited to the warranty, indemnity, and
confidentiality obligations of the parties, shall survive the expiration or termination of the Contract.
54. NON -SUSPENSION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or making prime or sub -awards to parties
that are suspended or debarred or whose principals are suspended or debarred from Federal, State,
or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its
firm and its principals are not currently suspended or debarred from doing business with the
Federal Government, as indicated by the General Services Administration List of Parties Excluded
from Federal Procurement and Non -Procurement Programs, the State of Texas, or the City of
Denton.
55. EQUAL OPPORTUNITY
A. Equal Employment Opportunity: Contractor shall not engage in any discriminatory
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employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability,
creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected
to discrimination under any activities resulting from this Contract.
B. Americans with Disabilities Act (ADA) Compliance: Contractor shall not engage in any
discriminatory employment practice against individuals with disabilities as defined in the ADA.
56. INTENTIONALLY DELETED
57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all
information presented in any response to the City's RFP, whether amended or not, except as
prohibited by law or as otherwise prohibited under the terms of this Contract. Selection of rejection
of the submittal does not affect this right.
58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or
supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the
respondent.
59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as
defined by the United States Department of Labor Davis -Bacon Wage Determination at
Lq://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov
for Denton County, Texas (WD -2509).
60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The Contractor
shall comply with all State, Federal, and Local laws and requirements. Contractor must comply
with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the
Texas Penal Code, which prohibits bribery; and (ii) §36.09 of the Texas Penal Code, which
prohibits the offering or conferring of benefits to public servants. The Respondent shall give all
notices and comply with all laws and regulations applicable to furnishing and performance of the
Contract.
61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Contractor shall demonstrate on-
site compliance with the applicable requirements of the Federal Tax Reform Act of 1986, Section
1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W -2's to
common law employees. Respondent is responsible for both federal and State unemployment
insurance coverage and standard Workers' Compensation insurance coverage. Contractor shall
ensure compliance with all federal and State tax laws and withholding requirements. The City of
Denton shall not be liable to Contractor or its employees for any Unemployment or Workers'
Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify
the City of Denton and shall pay all costs, penalties, or losses resulting from Contractor's omission
or breach of this Section.
62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions
of the Drug -Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701
ET SEQ.) and maintain a drug-free work environment; and the final rule, government -wide
requirements for drug-free work place (grants), issued by the Office of Management and Budget
and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the
Drug -Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply
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with the relevant provisions thereof, including any amendments to the final rule that may hereafter
be issued.
63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The
Respondent shall be liable for all damages to government-owned, leased, or occupied property and
equipment caused by the Contractor and its employees, agents, subcontractors, and suppliers,
including any delivery or cartage company, in connection with any performance pursuant to the
Contract. The Contractor shall notify the City of Denton Procurement Manager in writing of any
such damage within one (1) calendar day.
64. FORCE MAJEURE: The City of Denton and Contractor shall not be responsible for
performance under the Contract should it be prevented from performance by an act of war, order
of legal authority, act of God, pandemic/epidemic, or other unavoidable cause not attributable to
the fault or negligence of the City of Denton or Contractor. In the event of an occurrence under
this ,Section, the party invoking Force Majeure will be excused from any further performance or
observance of the requirements so affected for as long as such circumstances prevail and the party
invoking Force Majeure continues to use commercially reasonable efforts to recommence
performance or observance whenever and to whatever extent possible without delay; provided,
however, that under no circumstance will an event of Force Majeure excuse an obligation of the
parry invoking Force Majeure under this Section to make payments when due under this Contract.
The party invoking Force Majeure shall promptly notify the other party, the City of Denton
Procurement Manager in the case of the city, by telephone (to be confirmed in writing within five
(5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail
the circumstances causing the non-performance or delay in performance.
65. INTENTIONALLY DELETED
66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision
of the Contract is in any way intended to constitute a waiver by the City of Denton of any
immunities from suit or from liability that the City of Denton may have by operation of law.
67. RECORDS RETENTION: Contractor shall retain all financial records, supporting
documents, statistical records, and any other records or books relating to the performances called
for in the Contract. Contractor shall retain all such records for a period of four (4) years after the
expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and
litigation matters are resolved, whichever period is longer. Contractor shall grant access to all
books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas,
and any federal governmental entity that has authority to review records due to federal funds being
spent under the Contract. Notwithstanding the above, upon termination or expiration of this
Contract, Contractor reserves the right to remove and/or delete any remaining Customer Data (as
such term is defined in the Biller Agreement attached hereto as Exhibit I) no less than 60 days after
termination or expiration except as prohibited by applicable law or in the event of exigent
circumstances.
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Exhibit D
INSURANCE REQUIREMENTS AND
WORKERS' COMPENSATION REQUIREMENTS
Upon contract execution, all insurance requirements shall become contractual obligations, which
the successful contractor shall have a duty to maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the Contractor, the Contractor
shall provide and maintain until the contracted work has been completed, and accepted
by the City of Denton, Owner, the minimum Insurance coverage as indicated hereinafter.
Contractor shall file with the Purchasing Department satisfactory certificates of insurance
including any applicable addendum or endorsements, containing the contract number and
title of the project Contractor may, upon written request to the Purchasing Department,
ask for clarification of any insurance requirements at anytime; however, Contractor shall
not commence any work or deliver any material until he or she receives notification that
the contract has been accepted, approved, and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements shall
comply with the following general specifications, and shall be maintained in compliance
with these general specifications throughout the duration of the Contract, or longer, if so
noted.
• Each policy shall be issued by a company authorized to do business in the State of Texas
with an A.M. Best Company rating of at least A- or better.
Contractor shall maintain commercially reasonable deductibles on all policies required
hereunder.
Liability policies shall be endorsed to provide the following:
■ Name as Additional Insured the City of Denton, its Officials, Agents, Employees
and volunteers. For the avoidance of doubt, nothing herein shall require
Contractor to name the City of Denton or its Officials, Agents, Employees or
volunteers as an Additional Insured on Contractor's Cyber coverage.
■ That such insurance is primary to any other insurance available to the Additional
Insured with respect to claims covered under the policy and that this insurance
applies separately to each insured against whom claim is made or suit is brought.
The inclusion of more than one insured shall not operate to increase the insurer's
limit of liability.
■ Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents,
employees, and volunteers.
• Cancellation. Contractor shall endeavor to provide 30 day written notice should any
of the policies described on the certificate be cancelled or materially changed
before the expiration date.
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• Should any of the required insurance be provided under a claims made form, Contractor
shall maintain such coverage continuously throughout the term of this contract and,
without lapse, for a period of three years beyond the contract expiration, such that
occurrences arising during the contract term which give rise to claims made after
expiration of the contract small be covered.
• Should any of the required insurance be provided under a form of coverage that includes
a general annual aggregate limit providing for claims investigation or legal defense costs
to be included in the general annual aggregate limit, the Contractor shall double the
occurrence limits .
• Should any required insurance lapse during the contract term, requests for payments
originating after such lapse shall not be processed until the City receives satisfactory
evidence of reinstated coverage as required by this contract, effective as of the lapse date.
If insurance is not reinstated, City may, at its sole option, terminate this agreement
effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall
additionally comply with the following marked specifications, and shall be maintained in
compliance with these additional specifications throughout the duration of the Contract,
or longer, if so noted:
[X] A. General Liability Insurance:
General Liability insurance with combined single limits of not less than $1,000,000.00
shall be provided and maintained by the Contractor. The policy shall be written on an
occurrence basis either in a single policy or in a combination of underlying and
umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
• Coverage B shall include personal injury.
Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
• Bodily injury and Property Damage Liability for premises, operations, products
and completed operations, independent contractors and property damage
resulting from explosion, collapse or underground (XCU) exposures.
Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
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[X] Automobile Liability Insurance;
Contractor shall provide Commercial Automobile Liability insurance with Combined Single
Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic
and umbrella or excess policies. The policy will include bodily injury and property damage
liability arising out of the operation, maintenance and use of all automobiles and mobile
equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
• all hired and non -owned autos.
[X] Workers' Compensation Insurance
Contractor shall purchase and maintain Workers' Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance,
has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a $500,000 policy limit for occupational disease
[X] Cyber
Cyber coverage provided protection for business liability for a data breach, cyber
extortion, business interruption due to malicious cyber attacks or malware
infections. A Cyber policy will be required anytime a system interfaces with the City
of Denton's servers or houses sensitive information such as customer or employee
data. When Cyber coverage is required commercial crime is also required. Limits of
not less than $500,000 are required unless other limits are individually approved by
the City.
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Exhibit E
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this Contract unless the
Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring
the business entity to file Form 1295 electronically with the Commission -
Contractor will be required to furnish a Certificate of Interested 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 forml295.htm
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Complete and sign the Form 1295
6. Email the form to purchasing(cr�,cityofdenton.com with the contract number in the subject line.
(EX: Contract 1234 — Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after
Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Commission's website within seven business days.
Contract 4 7697
Docu5ign Envelope 10: B837DC7D,863848EB-BF83-1 E24476a47BF EXHIBIT F
RFP #7597 I Integrated Online Payment Solution
Exhibit 4, Estimated Annual Cast of Service
All pricing should be based on the information below. Additionally, provide an attachment which models our annual cost of service based on the
annual statistics provided.
Table 1. Gustorner Engagement, Electronic Bill Presentment and Payment Pricing, Utility Billing Pticing based un 65,300 bills permonth and $202.86 oveiuge
credit card payment. Pricing Reference interlocal agreement.
Service Description
Fee
City -provided
rotal
Valume (FxMbit 4)
Price
No charge
$CIAO
Integration, Deployment and Training
NOTE: Includes Integration with NORTHSTAR
Account Access—monthly access to branded Customer and Biller Portals
"&Q8 $0.00
$0.00
NOTE: The monthly access fee covers maintenance, suppork upgrades, and full
access to the Invoice Cloud service for the biller and its customers
Helpbesk Support and Marketing—access to invoice Claud HelpDesk, client
No charge
$0.00
services team, and marketing support to help you achieve the industry's highest
payment and paperless adoption.
DocuSign Envelope ID: B83MM-8638-45EB-131`83-1 E24476D47DF
RFP #7697 I Integrated Online Payment Solution
Service Description
Fee
City -provided
Volume (Exhibit 4)
Total
Price
Paperless Billing — per suppressed paper bill
$329 $0.00
$0.00
Electronic Payment Fees -- Absorbed Price Model (Paid by Denton)
Gateway model with the City of Denton using Wells Fargo for Processing — Per
transaction cost -- Paid by the City of Denton
$ $0.65
351,873
$228,717.45
etheck / ACH — One-time ACH — per transaction — Paid by City of Denton
$0.50 up to
$125,000
111,735
$55,867.50
eCheck / ACH—Autopay — per transaction Paid by City of Denton
$0.50
Miscellaneous Fees
Credit Card Chargeback
$5.00
1,103
$5,515.00
ACH Reject
$5.00
IVR — per transaction
$4,_4 $0.00
41,709
$0.00
Point -of -Sale Card Readers (Optional)
NorthStar Cash Receipting compatible credit card swipes
No charge
$0.00
Online Bank Direct (optional)
Online Bank Payment Consolidation (Optional) — Per Transaction Fee for each
matched check (optional)
$0.25
DocuSBgn Envelope ID: B837DC7Q-86384.5EE-6F$3-1E24476D471]F
Exhibit G
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.S. 23, Uth Log., 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-O06(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
Name of vendor who has a business relationship with local governmental entity- invoice Cloud, inc.
2El
Cttet:it this box if you are Fling an update to a previously filed questionnaire.
i
(The law requires that you file an updated completed quesfionnairs with the appropriate fling authority not later than the 7 business day
after the date on which you became aware that the odgInally filed questlonnaire was incomplete or inaccurate)
3 1 Name of loeal government officer about whom the information in this section is being disclosed,
blame of Officer
i
This section, (item 3 including subparts A, S, C & D), must be campkwd for cash officer with whom the vender has an cmployment orother business relationship
as defined by Section 174.001(1-a), Local Government Code. Attach additionalpsges to this Form LIQ as necessary.
A. Is the local governmeat officer named in this section receiving or likely to receive taxable incoina, other than investriant income, from the vendor?
ETI
Yes No
& 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?
F1 Yes F—X I No
G Is the MCI—of this questionnaire employed by a carlwration or other business entity with respect to which the local government officer serves as an
officer or director, or holds am ovmcrs hip of one percent or more?
El 'Yes 7XI
No
D. Describe each employment or business and family relationship with the local government oftimy named in this section.
❑X I have no Conflict of Interest to disclose.
}, 9/21/2021
Signature of vendor cluing business with the governmental entity bate
Contract 9 7697
DocuSign Envelope ID: B837DC7D-8638-45EB-BF83-1E24476D47DF
ismer Agreement -Exhibit H
1. License Grant & Restrictions. Subject to execution by Biller of the Invoice Cloud Biller Order Form incorporating this Agreement, Invoice
Cloud hereby grants Biller a non-exclusive, non -transferable, worldwide right to use the Service described on the Biller Order Form until
termination as provided herein, solely for the following purposes, and specifically to bill and receive payment from Biller's own customers, for
Services that are referenced in the Biller Order Form. All rights not expressly granted to Biller are reserved by Invoice Cloud and its licensors.
Biller will provide to Invoice Cloud all Biller Data generated for Biller's Customers. Unless otherwise expressly agreed to in writing by Invoice
Cloud to the contrary, Invoice Cloud will process all of Biller's Customers' Payment Instrument Transactions requirements related to the Biller
Data and will do so via electronic data transmission according to our formats and procedures for each electronic payment type selected in the
Biller Order Form. In addition, Biller will execute all third -party applications and enter into all agreements required for the Service without
unreasonable delay, including without limitation Payment Processing Agreements and merchant agreements that may be required upon
implementation, or later at such time as the Service operates with different or multiple payment processors. Throughout the Term of this
Agreement, for "Invoice Types" listed on the Biller Order Form (e.g., real estate taxes, utility bills, parking tickets, insurance premium, loans,
etc.), Biller will not use the credit card processin,ACH or check processing of any bank, payment processor, entity, or person, other than
Invoice Cloud via electronic data transmission or the authorization for processing of Biller's Customers' Payment Instrument Transactions, for
each electronic payment method selected in the Biller Order Form.
Biller shall not: (i) license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third
party the Service in any way; (ii) modify or make derivative works based upon the Service; (iii) Recreate, "frame" or "mirror" any portion of
the Service on any other server or wireless or Internet -based device; (iv) reverse engineer or access the Service; or (v) copy any features,
functions or graphics of the Service.
2. Privacy & Security. Invoice Cloud's privacy and security policies may be viewed at hU://www,invoicecloud.com/t)rivacy.httni Invoice
Cloud reserves the right to modify its privacy and security policies in its reasonable discretion from time to time which modification shall not
materially adversely impact such policies. Invoice Cloud will maintain compliance with current required Payment Card Industry (PCI) standards
and Cardholder Information Security standards.
3. Account Information and Data. Invoice Cloud does not and will not own any Customer Data, in the course of providing the Service. Biller,
not Invoice Cloud, shall have sole responsibility for the accuracy, quality, integrity, legality, and reliability of, and obtaining the intellectual
property rights to use and process all Customer Data. In the event this Agreement is terminated, Invoice Cloud will make available to Biller a
file of the Customer Data (to the extent that Invoice Cloud is permitted to provide pursuant to applicable law and PCI -DSS standards) , within
30 days of termination of this Agreement (or at a later time if required by applicable law), if Biller so requests at the time of termination. Invoice
Cloud will retain Customer Data for a period from its creation for the time frame that is listed in the Biller Order under "Data Retention", and
reserves the right to remove and/or delete remaining Customer Data no less than 60 days after termination or expiration except as prohibited
by applicable law or in the event of exigent circumstances.
4. Confidentiality / Intellectual Property Ownership. Invoice Cloud agrees that it may be famished with or otherwise have access to
Customer Data that the Biller's customers consider confidential. Invoice Cloud agrees to secure and protect the Customer Data in a manner
consistent with the maintenance of Invoice Cloud's own Confidential Information, using at least as great a degree of care as it uses to maintain
the confidentiality of its own confidential information, but in no event use less than commercially reasonable measures. Invoice Cloud will not
sell, transfer, publish, disclose, or otherwise make available any portion of the Customer Data to third parties, except as permitted under this
Agreement or required to perform the Service or otherwise required by applicable law.
Invoice Cloud (and its licensors, where applicable) owns all right, title and interest, including all related Intellectual Property Rights, in and to
the Invoice Cloud Technology, the Content and the Service and any enhancement requests, feedback, integration components, suggestions,
ideas, and application programming interfaces, recommendations or other information provided by Biller or any other party relating to the
Service. In the event any such intellectual property rights in the Invoice Cloud Technology, the Content or the Service do not fall within the
specifically enumerated works that constitute works made for hire under applicable copyright laws or are deemed to be owned by Invoice
Cloud, Biller hereby irrevocably, expressly and automatically assigns all right, title and interest worldwide in and to such intellectual property
rights to Invoice Cloud. The Invoice Cloud name, the Invoice Cloud logo, and the product names associated with the Service are trademarks
of Invoice Cloud or third parties, and no right or license is granted to use them.
Biller agrees that during the course of using or gaining access to the Service (or components thereof) it may be furnished with or otherwise
have access to information that Invoice Cloud considers to be confidential including but not limited to Invoice Cloud Technology, the
Agreement, customer and/or prospective customer information, product features and plans, the marketing/sales collateral, pricing and financial
information of the parties which are hereby deemed to be Invoice Cloud Confidential Information, or any other information that by its very
nature constitutes information of a type that any reasonable business person would conclude was intended by Invoice Cloud to be treated as
proprietary, confidential, or private (the "Confidential Information"). Biller agrees to secure and protect the Confidential Information in a
manner consistent with the maintenance of Invoice Cloud's rights therein, using at least as great a degree of care as it uses to maintain the
confidentiality of its own confidential information, but in no event use less than reasonable efforts. Biller will not sell, transfer, publish,
Biller Agreement Rev 5.1.2
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rsruer Agreement -Exhibit I
disclose, or otherwise make available any portion of the Confidential Information of the other party to third parties (and will ensure that its
employee and agents abide by the requirements hereof), except as expressly authorized in this Agreement or otherwise required by applicable
law,
S. Billing and Renewal. Invoice Cloud fees for the Service are provided on the Biller Order Form. Invoice Cloud's fees are exclusive of all
taxes, levies, or duties unposed by taxing authorities. All payment obligations are either auto debited from the Biller Bank Account or payable
within 30 days of receipt of invoice from Invoice Cloud, and are non -cancellable, and all amounts or fees paid are non-refundable. Unless
Invoice Cloud in its discretion determines otherwise, all fees will be billed in U.S. dollars. If Biller believes Biller's bill or payment is incorrect,
Biller must provide written notice to Invoice Cloud within 60 days of the earlier of the invoice date, or the date of payment, with respect to the
amount in question to be eligible to receive an adjustment or credit; otherwise such bill or payment is deemed correct. Invoice Cloud reserves
the right to modify pricing with respect to applicable fees to be paid under this Agreement, at any time upon thirty days written notice to Biller:
a) based on increases incurred by Invoice Cloud on Network Fees from credit card processers, bank card issuers, payment associations, ACH
and check processers; or b) if, during the Term, the average credit card payment processed by Invoice Cloud for any three (3) consecutive
month period exceeds 110% of the Average Credit Card Transaction $ specified on the corresponding Invoice Parameter Sheet(s), to the extent
that Invoice Cloud incurs increases in Network Fees. Invoice Cloud, on at least 30 days written notice to Biller, may also increase any or all
fees referenced in the Biller Order Form (including any Invoice Parameter Sheets), by no more than 5%, provided, however, that such increase
may not apply during the Initial Term and may not occur more than once per Renewal Term.
5A. Non Appropriation of Funds. This Agreement is subject to the appropriation of funds each fiscal year. In the event that Biller does not
receive sufficient funds from the applicable local source, state legislature, and/or federal sources to pay the fees set forth in the Biller Order
Form, either party may terminate this Agreement with thirty (30) days' written notice to the other party. In the event that the Agreement is
terminated in accordance with this Section, Biller shall remain liable for all fees and charges incurred, and all periodic fees owed through the
end of the calendar month following the effective date of termination.
6. Term and Termination. The initial term of this Agreement shall commence as of the execution date of the Biller Order Form and continue
for a period of one (1) year after the Go Live Date ("Initial Term") and will automatically renew for each of additional successive four (4) one-
year terms ("Renewal Term") unless terminated as set forth herein. "Term" as used herein shall mean the Initial Term and any Renewal Term.
This Agreement may be terminated by either party effective at the end of the Initial or any Renewal Term by such party providing written
notice to the other party of its intent not to renew no less than ninety (90) days prior to the expiration of the then -current term. Additionally,
this Agreement may be terminated by either party with cause in the event of a material breach of the terms of this Agreement by the other party
and the breach remains uncured for a period of 30 days following receipt of written notice by the breaching party. Upon any early termination
of this Agreement by Invoice Cloud as a result of breach, Biller shall remain liable for all fees and charges incurred, and all periodic fees owed
through the end of the calendar month following the effective date of termination. Upon any termination or expiration of this Agreement,
Biller's password and access will be disabled and Biller will be obligated to pay the balance due on Biller's account computed in accordance
with the Charges and Payment of Fees section above. Biller agrees that Invoice Cloud may charge such unpaid fees to Biller's Debit Account
or credit card or otherwise invoice Biller for such unpaid fees.
7. Invoice Cloud Responsibilities. Invoice Cloud represents and warrants that it has the legal power and authority to enter into this Agreement.
Invoice Cloud warrants that the Service will materially perform the functions that the Biller has selected on the Biller Order Form and the
Statement of Work, attached and incorporated by reference (the "Statement of Work"), under normal use and circumstances, and that Invoice
Cloud shall use commercially reasonable measures with respect to Customer Data to the extent that it retains such, in the operation of the
Service; provided, that the Biller shall maintain immediately accessible backups of the Customer Data (to the extent that Biller is permitted
pursuant to applicable law and PCI -DSS standards). In addition, Invoice Cloud will, at its own expense, as the sole and exclusive remedy with
respect to performance of the Service, correct any Transaction Data to the extent that such errors have been caused by Invoice Cloud or by
malfunctions of Invoice Cloud's processing systems.
8. Limited Warranty EXCEPT AS PROVIDED IN SECTION 7, THE SERVICE AND ALL CONTENT AND TRANSACTION DATA IS
PROVIDED WITHOUT ANY EXPRESS, OR IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARE
HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY INVOICE CLOUD AND ITS
LICENSORS AND PAYMENT PROCESSORS. INVOICE CLOUD AND ITS LICENSORS AND PAYMENT PROCESSORS DO NOT
REPRESENT OR WARRANT THAT (A) THE USE OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR -FREE, OR OPERATE
IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA, (B) THAT THE SERVICE WILL NOT
EXPERIENCE DELAYS IN PROCESSING OR PAYING, OR (C) THE SERVICE WILL MEET REQUIREMENTS WITH RESPECT TO
SIZE OR VOLUME. Invoice Cloud's service may be subject to limitations, delays, and other problems inherent in the use of the internet and
electronic communications. Invoice cloud is not responsible for any delays, delivery failures, or other damage resulting from such problems.
9. Biller's Responsibilities. Biller represents and warrants that it has the legal power and authority to enter into this Agreement. Biller is
responsible for all activity occurring under Biller's accounts and shall abide by all applicable laws, and regulations in connection with Biller's
and/or its customers' and/or any payers' use of the Service, including those related to data privacy, communications, export or import of data
and the transmission of technical, personal or other data. Biller represents and warrants that Biller has not falsely identified itself nor provided
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muter Agreement Exhibit I
any false information to gain access to the Service and that Bitter's billing information is correct. Biller shall: (i) notify Invoice Cloud
immediately of any unauthorized use of any password or account or any other known or suspected breach of security; (ii) report to Invoice
Cloud and immediately stop any copying or distribution of Content that is known or suspected to be unauthorized by Biller or Biller's Users;
and (iii) obtain consent from Biller's customers and payers to receive notifications and invoices from Invoice Cloud. Invoice Cloud is not
responsible for any Biller postings in error due to delayed notification from credit card processors, ACH, bank and other related circumstances.
Biller agrees and acknowledges that in the event that Biller has access to, receives from, creates, or receives protected health information, or
Biller has access to, creates, receives, maintains or transmits on behalf of electronic protected health information (as those terms are defined
under the privacy or security regulations issued pursuant to the Health Insurance Portability and Accountability Act of 1996 ("HIPAA") and
Subtitle D of the Health Information Technology for Economic and Clinical Health Act provisions of the American Recovery and Reinvestment
Act of 2409 ("ARRA'), during the performance under this Agreement, it will comply with all such law, regulations and rules related thereto.
Biller is required to ensure that it maintains a fair policy with regard to the refund, return or cancellation of payment for services and adjustment
of Transactions. Biller is also required to disclose all refund, return and cancellation policies to Invoice Cloud and any applicable payment
processors and Biller's Customers, as requested. Any change in a return/cancellation policy must be submitted to Invoice Cloud, in writing,
not less than 2I days prior to the effective date of such change. If Biller allows or is required to provide a price adjustment, or cancellation of
services in connection with a Transaction previously processed, Biller will prepare and deliver to Invoice Cloud Transaction Data reflecting
such refund/adjustment within 2 days of resolution of the request resulting in such refund/adjustment. The amount of the refund/adjustment
cannot exceed the amount shown as the total on the original Transaction Data. Biller may not accept cash or any other payment or consideration
from a Customer in return for preparing a refund to be deposited to the Customer's account; nor may Biller give cashkheck refunds to a
Customer in connection with a Transaction previously processed by credit card, debit card, ACH, or other electronic payment method, unless
required by applicable law. Biller shall cooperate with Invoice CIoud to effect a timely Implementation by Biller allocating sufficient and
properly trained personnel to support the implementation process and fully cooperating with Invoice Cloud and by securing the cooperation of
Biller's software and service providers and providing to Invoice Cloud the information required to integrate with Biller's billing, CIS and other
applicable systems.
10. Indemnification. Invoice Cloud shall indemnify and hold Biller, employees, attorneys, and agents, harmless from any losses, liabilities,
and damages (including, without limitation, Biller's costs, and reasonable attorneys' fees) arising out of: (i) failure by Invoice Cloud to
implement commercially reasonable measures against the theft of the Customer Data; or (ii) its total failure to deliver funds processed by
Invoice Cloud as required hereunder (which relates to payments due from Invoice Cloud for Transaction Data). This indemnification does not
apply to any claim or complaint relating to Biller's failure to resolve a payment dispute concerning debts owed to Biller or Biller's negligence
or willful misconduct or violation of any applicable agreement or law.
11. Fees.
Invoice Cloud will charge the Biller and/or payer, payment transaction and other fees as provided in the Biller Order Form. In addition, Invoice
Cloud will charge the fees set forth on the Biller Order Form for the initial platform setup, configuration, implementation and integration with
Biller system(s) of its standard Service asset forth in the Statement of Work (the "Implementation"). Invoice Cloud reserves the right to also
charge for changes and additions to the Implementation, and for any requests by Biller following the implementation which are agreed in
writing by the parties, including without limitation for the following services, at its then standard rates:
• Custom development and features which are not stated on the SOW and Biller Order Form change requests and modifications to
existing platform functionality not stated in the SOW and Biller Order Form;
• Additional integrations or integration modifications after Go Live Date, not provided for in the Biller Order Form or Statement of
Work;
• Changes to bill presentment (web and PDF templates), billing system integrations, and other Service components coded or configured
to Biller's specifications after Biller has signed off on the relevant specification or Service is live;
• Custom data extracts and file requests that are not part of the Implementation signed off on by both parties;
• Data conversion not listed in the SOW, or repetitive re -loading of data due to Biller error.
12. Limitation of Liability. INVOICE CLOUD'S AGGREGATE LIABILITY SHALL BE UP TO AND NOT EXCEED THE AMOUNTS
ACTUALLY PAID BY AND/OR DUE FROM BILLER IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE
EVENT GIVING RISE TO SUCH CLAIM. IN NO EVENT SHALL INVOICE CLOUD AND/OR ITS LICENSORS BE LIABLE TO
ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL (INCLUDING LOSS OF
DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) DAMAGES ARISING OUT OF, OR IN ANY WAY
CONNECTED WITH THE SERVICE, EVEN IF THE PARTY FROM WHICH SUCH DAMAGES ARE BEING SOUGHT OR SUCH
PARTY'S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. Certain states and/or
jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental, consequential or certain other types of
damages, so the exclusions set forth above may not apply to Biller.
13. Export Control. The Biller agrees to comply with United States export controls administered by the U.S. Department of Commerce, the
United States Department of Treasury Office of Foreign Assets Control, and other U.S. agencies.
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Diner Agreement -Exhibit I
14. Notice. Either party may give notice by electronic mail to the other party's email address (for Biller, that address on record on the Biller
Order Form) or by written communication sent by first class mail or pre -paid post to the other party's address on record in Invoice Cloud's
account information for Biller, and for invoice Cloud, to Invoice Cloud, Inc., 30 Braintree Hill Office Park, Suite 101, Braintree, MA 02184
Attention: Client Services or hel desk invoicecloud.com. Such notice shall be deemed to have been given upon the expiration of 48 hours
after mailing or posting (if sent by first class mail or pre -paid post) or 12 hours after sending (if sent by email).
15. Assignment. This Agreement may not be assigned by either party without the prior written approval of the other party, but may be assigned
without such party's consent to (i) a parent or subsidiary, (ii) an acquirer of assets, or (iii) a successor by merger. Any purported assignment in
violation of this section shall be void. Invoice Cloud shall provide prompt written notice of assignment to Biller.
16. Insurance.
Invoice Cloud agrees to maintain in full force and effect during the Term of the Agreement, at its own cost, the following coverages:
a. Commercial General or Business Liability Insurance with minimum combined single limits of One Million ($1,000,000) each
occurrence and Two Million ($2,000,000) general aggregate.
b. Umbrella Liability Insurance with minimum combined single limits of Five Million ($5,000,000) each occurrence and Five Million
($5,000,000) general aggregate.
c. Automobile Liability Insurance with minimum combined single limits for bodily injury and property damage of not less than One
Million ($1,000,000) for any one occurrence, with respect to each of the Invoice Cloud's owned, hired or non -owned vehicles assigned
to or used in performance of the Services.
d. Errors and Omissions Insurance (Professional Liability and Cyber Insurance) with limits of liability of at least One Million Dollars
($1,000,000) per claim and in the aggregate.
17. Immigration Laws. Invoice Cloud represents and warrants that it has complied and will comply with all applicable immigration laws
with respect to the personnel assigned to the Biller.
18. Beta Products. In the event that there is any functionality labelled "Beta" on the Biller Order Form, such functionality is provided "AS IS"
WITHOUT ANY EXPRESS, OR IMPLIED WARRANTY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ALL OTHER WARRANTIES ARE HEREBY DISCLAIMED
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY INVOICE CLOUD AND ITS LICENSORS AND PAYMENT
PROCESSORS. INVOICE CLOUD'S AGGREGATE LIABILITY WITH RESPECT TO SUCH FUNCTIONALITY SHALL BE UP TO
AND NOT EXCEED $10.
19. General.
(a) With respect to agreements with municipalities, localities or governmental authorities, this Agreement shall be governed by the law of the
state wherein such municipality, locality or governmental authority is established, without regard to the choice or conflicts of law provisions
of any jurisdiction. With respect to Billets who are not with municipalities, localities or governmental authorities, this Agreement shall be
governed by Massachusetts law and controlling United States federal law, without regard to the choice or conflicts of law provisions of any
jurisdiction. No text or information set forth on any other purchase order, preprinted form or document (other than a Biller Order Form and any
add on Biller Order Form, if applicable), and no documentation (including any implementation planning documents) except as specifically
referenced in this Biller Agreement, shall modify, add to or vary the terms and conditions of this Agreement. If any provision of this Agreement
is held by a court of competent jurisdiction to be invalid or unenforceable, then such provision(s) shall be construed, as nearly as possible, to
reflect the intentions of the invalid or unenforceable provision(s), with all other provisions remaining in full force and effect. No joint venture,
partnership, employment, or agency relationship exists between Biller and Invoice Cloud as a result of this agreement or use of the Service.
The failure of either party to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless
acknowledged and agreed to by Invoice Cloud in writing. All rights and obligations of the parties in Sections 4, 6, 10, 12, 14, 18 and 19(a) and
(b) shall survive termination of this Agreement. This Agreement, together with any applicable Biller Order Form, comprises the entire
agreement between Biller and Invoice Cloud and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether
written or oral between the parties regarding the subject matter contained herein. Biller agrees that Invoice Cloud can disclose the fact that
Biller is a paying customer and the version of the Service that Biller is using.
(b) Additional terms and conditions and definitions applicable to this Agreement and the Biller Order Form are found at
www.invoicecloud.com/biller-terms-and-conditions (the `Biller T+C") and are agreed to by Invoice Cloud and the Biller.
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EXHIBIT I
Invoice Cloud
Statement of Work
City of Denton
Overview
The Invoice Cloud (IC) suite of services (The Service) will give the City of Denton (Biller) and its customers the
ability to accept online payments for invoiced and non -invoiced items. The Service will allow the City of Denton to
offer online payment processing in a securely hosted real-time environment. Customers will be able to locate,
view and print bills or invoices and payment records online and pay using credit cards, debit cards, and electronic
checks.
Definitions:
1. Biller — Merchant/City of Denton
2. Payer—Client customer, resident, person paying a bill or invoice
3. EBPP — Electronic Bill Presentment & Payment
4. Bill — Bill and Invoice are used synonymously throughout this document
5. RTDR - Real -Time Data Refresh — collects and aggregates the data as soon as a user accesses a specific
function
6. NTDR — Near -Time Data Refresh — integration that happens periodically; the data is collected immediately
but it is not aggregated until later — data can be processed every day, every hour or even every few
minutes
I. Security and Industry Compliance
Invoice Cloud maintains full compliance with current applicable Payment Card Industry (PCI) standards,
Cardholder Information Security Program (CISP) regulations and National Automated Clearinghouse
Association (NACHA) rules and guidelines. Invoice Cloud will abide by such guidelines for the security of all
cardholder data that Invoice Cloud possesses.
a. PCI - Invoice Cloud will provide compliant storage of Biller's customer payment information that is
certified by Visa/MasterCard. Data security measures are addressed during collection and
transmission via SSL with our patent pending encryption technology. All confidential information will
be treated in accordance with the PCI` standards.
b. Software as a Service (SaaS) Architecture — All Biller customer financial and payment information
and the invoice presentment and payment processing application is housed offsite from Biller.
c. Browser Compatibility - Invoice Cloud supports the most current version of the industry's most
common browsers.
2. Data Integration
Invoice Cloud does maintain an integration with Harris Northstar. The integration for the City of Denton will
include the functionality found in Appendix B.
3. Payer Portal
The Payer Portal is an electronic bill presentment and online payment portal where a Biller's customer (Payer)
can view a bill and then proceed, within the same user interface, to make an online payment.
a. Invoice Cloud will present bills electronically through a payer portal that is branded for Biller or via an
email notification, if the Payer provides an email address.
b. The electronic invoice presentment will simulate the paper invoice Biller uses and will be available in
PDF and/or html format.
IC Confidential - Exhibit I SOW and Biller order Form Biller
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c. The Service may provide the Payer the option of making a payment via credit card (Visa, MasterCard,
American Express and Discover) or electronic check (also referred to as ACM, e -check, EFT),
d. The Service provides the Payer a one-time online payment option without registration, and the
capability to register to access Payer's account history, schedule a payment, or set up AutoPay
payments.
e. A Payer will have the ability to choose their payment date (also known as scheduled payments).
f. The system will accept partial, full, or overpayments as defined by the Biller.
g. The Payer will register with the Service using the authentication method designated by Biller.
h. Linking Accounts - After registering with the Service, the Payer will be able to login into their
account(s). If the Payer has multiple accounts and uses the same authentication information for all
accounts, the Payer will be able to link their account and view from a single registration. The Payer
will then have the option to choose which account they would like to pay or view in further detail.
L The Payer will receive an email confirmation of payment after any payment process.
j. The Payer will have the ability to search and access historical bills once they register with the Service.
The Service will store twenty-four (24) months of rolling history from the point of Biller's first invoice
file upload to the Service. This includes invoice history and account history.
k. Biller has the option of allowing the Payer to pay via different payment methods which include
online, IVR, IC Biller Portal, Pay by Text, CloudCSRConnect and CloudPOSConnect.
I. Payers who have scheduled a payment or registered for AutoPay will receive email notification from
the Service of pending payments.
m. The Service includes shopping cart functionality.
n, The Service will allow the Payer the option to elect paperless billing.
o. A Payer registered for paperless billing will be automatically placed back on paper billing if their email
address is undeliverable; notification of the Payer's undeliverable email address will be sent to Biller
via email.
p. The Service complies with Federal E -Signature Act for paperless billing and AutoPay by providing a
system in which a Payer must confirm enrollment in paperless billing and/or AutoPay by responding
to an email sent after the Payer registers for paperless billing and/or AutoPay through online self-
service.
4. Biller Portal
The Biller Portal is an administrative portal where Biller staff will have access to reporting, search customers,
search invoices, search payments, initiate payments or credits, login as a Payer, modify email templates, etc.
a. Biller can log in as the Payer on either the Biller or Payer Portal and make a payment on behalf of the
Payer. There is an audit trail for who made the payment, and the source of every payment (CSR, Pay
by Text, AutoPay, Web, IVR, etc.).
b. Biller will have the capability of blocking future payments by specific Payer and payment method type
(Le. Credit Card or E -Check (ACH).
c. Permissions — The Biller Portal includes a table of role based permissions, determined by the Biller's
System Administrator. Each permission is applied to a user 10 on an individual basis to maximize
flexibility, The system administrator can allow or disallow access to functions such as viewing data,
creating reports, resending email notices, processing payments, credits or refunds, editing email
templates and more. Since it is controlled by Biller administrator, changes can be made quickly on an
as needed basis.
d. Administrative Email Notifications - Biller may set up the system to send several administrative
notifications and request system notifications be sent to multiple staff members. This allows different
departments to get the information they need in a timely manner. The notifications include:
• ACH Reject Notifications
• Batch Close Notifications
■ Daily Management Report
• File Processing Notifications
IC Confidential - Exhibit I SOW and Biller Order Form Biller
DocuSign Envelope ID; B837DC7D-8638-45EB-BF83-1E24476D47DF
• Month End Billing Invoice
• Paperless Customer Email Bounce Daily Report
• Request System Notifications (this is the ticketing system available in the Invoice Cloud payer
portal).
• Status Notifications (notifications of planned outages, new features, etc.)
e. Biller Controlled Configuration Options — The Biller Portal includes several Biller controlled
configurable options to customize the way payments and customer accounts are handled. The Biller
will be able to configure for:
• allowing Auto -Pay and scheduled payments
• allowing customers to update their phone or mailing address through the payer portal
• allowing customers to pay less than, or more than the balance due based on receivable type
• updating Refund Policy description
• updating customer service phone number
S. Biller Portal - Reporting
Biller can access a selection of pre -configured reports. Biller can request reports for daily, monthly, or date
range activity. Most reports can be exported to excel files or scheduled for download as a custom report, as
indicated by asterisk (*) in the report name. All stored payment data is truncated, and this is reflected in all
reports.
a. Reports:
b. Search Customers*
c. Search Invoices
d. Search Payment Transactions*
e. Monthly Summary
f. Registration Report*
g. Autopay Report*
h. Paperless Report*
1. Data Synchronization History
j. EFT/ACH Rejects*
k. View Scheduled Payments*
1. Invoice File History
m. Import Errors
n. Daily Payments Received*
o. Total Outstanding Invoices
p. Email Notification Summary
q. Email Statistics
r. Email Tracking
s. Bounced Email Report
• Email Statistics
• Email Tracking
• Bounced Email Report
6. mer Email Notifications
Invoice Cloud provides a set of customizable email notification templates for each invoice type that are
delivered for numerous events surrounding electronic invoice presentment and payment activity. Email
notifications may be customized through the Biller Portal using a Word style editor and options to insert
secure hyperlinks to website, links to electronic documents such as newsletter or bill inserts, and/or variable
fields selected from the Biller's data file.
a. Three (3) email notifications can be scheduled. The first notification is based on the number of days
from the invoice due date. Second and third notifications will only be sent to Payers with an
IC Confidential - Exhibit I SOW and Biller Order Form Biller 3
DocuSign Envelope ID: B837DC7D-8638-45EB-BF83-9E24476D47DF
outstanding balance, not those with a scheduled payment, or Payers who have signed up for Auto -
Pay.
b. At the discretion of Biller, Payer email notifications can be delivered for each of the following events.
• First Invoice Email Notification
• Second Invoice Email Notification
• rhird Invoice Email Notification
• Payment Transaction Receipt
• Declined Auto Pay Transaction
• Late Fee Email Notification
• Declined Scheduled Payment Notification
• Registered Customer Welcome Email
• AutoPay Registration Notification
• Paperless Registration Notification
• ACH Reject/Chargeback Notices (with reason codes and descriptors)
• Credit Card Expiration Notification
• Scheduled Payment Confirmation
• AutoPay Reminder Notification
• FlexPay Confirmation Notification
• Scheduled Payment Reminder
• Paperless Off Confirmation
• Online Bank Direct Payment Receipt
• Check 21 Payment Receipt
• Linked Accounts First Notice Notification
• Linked Accounts Second Notice Notification
• Linked Accounts Third Notice Notification
• AutoPay Off Confirmation
• Conveyed Customer Notification
• Multiple Registered Customers Welcome Email
• Recurring Scheduled Payment Confirmation
• Recurring Scheduled Payment Canceled
7. Business Rules
The Invoice Cloud solution is designed for flexibility for customers and Billers. There are many rules currently
available and we will also undertake the creation of new business rules as we both agree. Each bill type
operates independently and can accept different payment types as well as other business rules. At Biller's
option, multiple business rules can be applied to each bill type. Invoice Cloud provides flexibility regarding
business rules to support specific needs, including:
a. Ability to allow partial payments, over payments, full balance only, or late fees.
b. Ability to allow payments beyond the due date - The service is designed to accommodate Biller
specific business rules like allowing payments beyond their due date.
c. Ability to allow for multiple payment types for one customer for the same bill - The service allows
multiple payment types from one customer for the same bill when partial payments are allowed.
Credit/debit card and a -check (ACH) can be run separately and an unlimited number of remittance
types can be used. For example, a customer can pay part of a bill with a checking account, another
part with a credit card and the remainder with a second credit card of a different type.
IC Confidential - Exhibit I SOW and Biller Order Form Biller
DocuSign Envelope ID: B837DC7D-8638-45EB-BF83-1E24476D47DF
8. Implementation Process
Invoice Cloud assigns an Implementations Manager (IM) to each Biller. The 1M will be the Biller's primary
contact during the implementation process and coordinates all necessary resources from Biller, Biller software
company, Invoice Cloud, and any sub -contractors. The IM will provide the Biller with the following documents
to facilitate the project:
a. New Biller Questionnaire & Questionnaire Key — Documents critical information needed to setup
and initiate the service including information on business rules and feature selection.
b. Project Timeline — Details project schedule and milestones.
c. Testing & Training Plan — This plan walks the Biller through a set of user acceptance testing criteria
and facilitates training on the service.
9. Support & Training
a. Business Hours -- The business hours will be Monday through Friday from S a.m. to 8 p.m. Eastern
Standard Time. ]Vote: Biller Support hours are 8 a.m. to S p.m. EST. Payer Support hours are currently
8 a.m. to 4 p.m. EST.
b. Help Desk - The Service will provide a helpdesk ticketing system for Biller within the Biller Portal to
get help from Invoice Cloud client support team. This tool will allow Biller to track and retain
resolutions for historical reference.
c. Payer Support --The Payer Support is two tiered with Biller staff as the first line of support regarding
account, registration and billing questions. Issues with the Invoice Cloud service operation or
incorrect credit card charges will be routed to Invoice Cloud Client Support via telephone or a Biller
helpdesk ticket.
d. Biller Support - If Biller encounters an inquiry which they cannot resolve Biller will create a helpdesk
support ticket. Invoice Cloud Customer Support will address the issue and if applicable provide
training to Biller to allow the address of tickets in a timely matter; often within twenty-four (24)
business hours. Biller and technical support is available during business hours.
i. Routine Technical Support - Technical Support is available during business hours. Biller may call
customer support directly; however, the use of the helpdesk ticketing system is encouraged as
the preferred method of contact. Invoice Cloud staff views all tickets as they are submitted and
routes them to the appropriate person for resolution.
ii. Emergency After -Hours Support — The helpdesk service is monitored after business hours and
emergency support issues are addressed within one (1) hour. An emergency support issue is
defined as an issue involving the system being down and inoperable and does not include Payer
payment issues. Biller may request email notification be provided in the event the system is
down and inoperable.
e. Service Enhancements - Most enhancements do not require action on the part of Biller. Upgrades as
agreed are done at the Invoice Cloud server level, so there are no mandatory actions for Biller to
take. Support levels are not affected by enhancements.
f. Biller Training- Biller staff will be guided in how to use the system through in-house training,
documentation, remote live sessions, and access to our client support team.
• All standard training will be done remotely. Invoice Cloud's training personnel will provide
sessions for both Payer and Biller portals for Biller's staff.
• Separate training is conducted for Biller's technical staff regarding the uploading of bill files and
any other applicable processes.
• Ongoing phone and Go -To -Meeting training will be provided during the first month of use at no
additional cost to Biller.
10. Marketing
Invoice Cloud provides marketing support that our Billers can use to promote the EBPP and IC payment
solutions to its Payers, at no charge. Invoice Cloud's marketing group will schedule a 1 -hour conference call to
IC Confidential - Exhibit I SOW and Biller Order Form Biller
DocuSign Envelope ID: B837DC7D-8638-45EB-BF83-IE24476D47DF
review Invoice Cloud's recommended best practices for promoting the service. Sample templates will be
provided for each item and customizations can be made upon request. The marketing collateral that Invoice
Cloud provides may include:
• Bill Inserts
• Newsletters
• Envelope Teasers
• Pay Button Link
• Posters with Acrylic Stands for Payment Counters
• Business card sized take -away cards with QR code
• Local cable/TV station announcement
11. Cloud lVRConnect m
The IC CloudlVRConnect allows Billers to accept payments via our interactive voice response system. It
provides customers with 24-hour access to account status and billing information (total balance due, past due
amount, last payment made, next billing date etc.). The following options are available:
• Provides for a toll-free call and a caller ID number set by the Biller
• Supports messaging in both English and Spanish
• Provides for a customizable initial greeting (includes City/County/Company name) — all remaining
prompts are standard
• Ability to pay with credit card (Visa, MasterCard, Discover, American Express), debit card, or eCheck
(ACH)
• Replays information with Invoice Cloud generated confirmation #
12. CloudSMSConnect'"'
The IC CloudSMSConnect allows Billers to accept payments via SMS text messaging. The following options are
available:
• Provides interactive registration and service sign-up confirmation
• Sends notification when new bills are available for payment
• Ability to pay with credit card (Visa, MasterCard, Discover, American Express), debit card, or eCheck
(ACH)
• Allows for payment utilizing a stored -payment method
13. CloudStoreTM
The IC CloudStore allows Billers to accept payments for non -invoiced services like books, t -shirts, etc., fire,
police, building permits, or activity programs. The following options are available:
• Accept electronic check and or credit/debit cards.
• Customer receives immediate email confirmation of payment.
• Department receives email notification of purchase event for instant fulfillment services.
• Ability to apply convenience fees, if required.
• Reporting by service type.
• Linked to Biller branded payment portal.
Each service type can have its own online registration form.
• Can be setup to accept payments over the counter.
14. Online Bank Direct''
The IC Online Bank Direct (013D) allows Billers to electronically import echeck (ACH) payments initiated from
consumer bank bill sites. The following options are available:
• Auto -matching of payments with open invoices
IC Confidential - Exhibit I SOW and Biller Order Form Biller
DocuSign Envelope ID: 8837DC70-8638-45EB-BF83-1E24476D47DF
+ Email consumer a payment notification for those customers with an email address on file
+ Ability to apply a single payment to multiple invoices
• Custom search capabilities to locate matching invoice(s)
• Electronic deposit of corresponding echecks
This SOW contains many products, services and payment methods. Only the specific products, services and payment
methods selected by the City of Denten, as outlined in the Biller Order Form, are included in the delivery of products,
services and payment methods_
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement.
rlcc? or Ee," Invoice Cloud, Inc.
DocuSigned by:
By: 54" 114"4
Printed Name: Sara Hensley
Title: Interim City Manager
9/29/2021
Date:
DocuSigned by*
By: �Vl iln.
Printed Name: Thomas E. Griffin
Title: President
Date:
9/21/2421
IC Confidential - Exhibit 150W and Biller Order Form Biller 7
DocuSign Envelope ID: B837DC7D-8638-45EB-BF83-1E24476D47DF
Appendix A: System Modifications
As outlined below, Invoice Cloud has agreed to make the following changes to the setup and functionality of our
platform:
NONE
IC Confidential - Exhibit I SOW and Biller Order Form Biller
OocuSign Cnve" ID: B837DC7D-8638-46EB-BF83-7E24476D47DF
Appendix B: Integration Supported Features
IC Confidential - Exhibit I SOW and Biller Order Form Biller
O€]UCTS
IE3
PP
Supported
Invoice Types
#42—Utilities, #1— Water, #2 - Electric
IVR
Supported
Pay by Text
Supported
Cloud POS Connect
Supported
Cloud CSR Connect
Not Supported
KIOSK
Supported
—DATA EXCHANGE
Method
Invoices
Web Service
Each Billing Cycle
I Payments
Data Pump
Near Time
AutoPay Flags
data Pump
Near Time
_
Paperless Flags
Data Pump
Near Time
Account Balances
RTDR
Real Time
Via Biller Portal
Black Payment: Method (Credit/ACH) Manual
OkCE FILES
IC Translates file
Supported
Historical Data (2 years shown online)
Supported
L PREF
PDF Extraction (Partial/Full)
Supported
Ter;piates
Supported
Link to PDFs
Supported
BATCH CLOSE
Standard or Custom
Custom
CUSTOM OPTIONS
Single Sign -on
Supported
Branded Biller Portal
Supported
Branded Payer Portal
Supported
IC Confidential - Exhibit I SOW and Biller Order Form Biller
DocuSlgn Envelope ID. B637[)C70-$538-45EB-BF83-1E24476047oF
Appendix C: Biller Deliverables
Sample Invoice Fife (.blf)
Web services installed
Firewall access granted — White listing
SSO User name & password conversion data if applicable
Auto Pay Conversion data if applicable
Paperless conversion data if applicable
IC Confidential - Exhibit I SOW and Biller Order Form Biller 15
DoeuSign Envelope ID: B837DC7D-8639-45E8-BF83-1E24475D47DF
InvoiceCloud"'
Biller Order Form
SALES INFORMATION
Primary Contact Name Christa Foster
IC Sales Rep
Rich Dickerson
Vertical
utility
Order Date
8/19/2021
Billing Software
Harris-Northstar
BILLER INFORMATION
Ownership Type
Legal Name
Address 1
Address 2
state
Government Phone (940) 349-8200 Fax
City of Denton website URL cityofdenton.com
215 E McKinney St Bus. Open Date 1866
Federal Tax ID
Denton sFederalTaKI D and Legal Norne mustmatch on all documents
i TX _ ZIP 76241
BILLER CONTACT
Primary Contact Name Christa Foster
Phone (940) 349-7412
Email Address christa.foster@cityofdenton.com
SIGNING AU714ORIiY I
Name Sara Hensley Title Deputy City Manager
Phone I Fax Email Address sara.hensley@cityafdenton.com
BI LLER BANK ACCOUNT (FOR INVOICE.CLO UD AN D NETWORK FEES, AN D AS PROM DED IN TIHE BILLER AGREEMENT)
Note: Must include voided businam check or bank letter for each unique account
Billing Method Direct Debit
Routing ## Last 4 Acct #
PAYMENT METHODS ACCEPTED
BILLER PRICING (see Invoice Type Parameter Sheet(s) for invoice-type-specificpricingj*
Description Interval Cost Type
Biller Portal Access Fee Monthly Fixed {$�
Invoice Presentment For Paperless Customers Monthly Fixed {$}
Credit Card - Chargeback Fee Non -Submitter Per Transaction Fixed ($j
EFT-ACH Reject Fee Nan -Submitter Per Transaction Fixed {$}
PayPal Brands- Chargeback Fee (Pay.Pal Brands). Per Transaction Fixed
Cost
$D.Oa
�o.aa
$5.030
$5.00
Down ;ign Emviope ID. B837DC7D-863$45E8-A7e3-1E24476047DF
Shipping Address
cif differerrtthan location
address)
❑ATA RETENTI ON
Months to Keep24 -Additional Fees apply if greater than 24 months
IMPLEMENTATION CHARGES
Description Interval cost
Implementation (per SOW) tine -Time $0.00 (WAIVED)
NOTESISPECIAL HANDLING
Gateway model with City of Deaton using Wells Fargo for process! ng through BridgePay.
Northstar cash receiptinjg compatible credit card readers.
[signature page follows]
DocuSign Envelope ID: B837DC70-863845EB-BF83-1E24476D47DF
CERTIFICATION AND AGR
A. By signing below, the Biller hereby ratifies its authorization for Invoice Cloud, Inc. ("Invoice Cloud") to execute debit/credit entries to the Biller Bank Account(s)
indicated above at the depository financial institution (s) named above and to debit/credit the same such account(s). The Biller acknowledges that the
origination of ACH transactions to its account(s) must comply with the provisions of U.S. law. This authority is to remain in full force and effect until (i) Invoice
Cloud has received written notification (by electronic or U.S. mail) from the Biller of its revocation in such time and manner as to allow Invoice Cloud a
reasonable opportunity to act on it, but not less than 10 business days notice; and(!!) all obligations of the Biller to Invoice cloud that have arisen under this
Agreement and all other agreements have been paid in full. The Biller must also notify Invoice Claud, in writing, (by electronic or U.S. mail) when a change in
Biller Bank Account account number(s) or bank has occurred at which time this authorization shall apply to such new/changed Biller Bank Account. This
notification must be received no less than 10 business days in advance of any change. A fee will be charged for any returned or rejected ACH debits.
B. By signing below, the Biller named: (1) has read, agreed to, ratifies the Biller Agreement, Biller T+Cs (referenced in the Biller Agreement) and other Order Forms
previously executed by the Biller, and (2) certifies to Invoice Cloud that he/she is authorized to sign this Order Form; (3) certifies that all information and
documents submitted in connection with this Order Form are true and complete; (4) authorizes Invoice Cloud or its agent to verify any of the information given,
including credit references, and to obtain credit reports; (5) agrees to pay the Monthly Access Fee through the last day of the month following the effective
date of termination as provided in the Billing Agreement; (6) agrees that Biller and each transaction submitted will continue to be bound by the Order Form and
the Biller Agreement in its entirety and any new agreement forms executed herewith; (7) agrees that Biller will submit transactions only in accordance with the
information in this Biller Order Form and Biller Agreement and will immediately inform Invoice Cloud, by email (contracts@invoicecloud.com) if any information
in this Order Form changes, and (8) In the event of non-payment of any sums due, Invoice Cloud reserves the right to withdraw such sums from the Biller Bank
Account at anytime to ensure payment of the same.
C. Pay by Text: Standard data rates and text messaging rates may apply based on the payer's plan with their mobile phone carrier. Payer can opt out of text
messaging at anytime with Invoice Cloud. Partial payment or overpayment is not supported. Biller may not use the service for activities that violate any law,
statute, ordinance or regulation.
D. This Biller Order Form will become effective only when signed by Invoice Cloud.
In WITNESS WHEREOF, the parties have executed this Agreement as ofthis day
X Accepted by Biller:
X
Corporate Officer/Authorized Official
Sara Hensley
Printed Name
Deputy City Manager
Title
Accepted by Invoice Cloud, Inc.:
R
Corporate Officer
Thomas E. Griffin
Printed Name
President
Title
DocuSign Envelope ID: Ba37DC70-863845E6-BF63-7 E24476D470F
InvoiceClou6
BILLER ORDER FORM INVOICE
TYPE PARAMETER SHEET
Invoice Type Parameters must be completed for each invoice type
IrNoice.Type utility Billing Pricing Model Nan-SubrnRtter
Biller Order Farm
CURRENT BILLING DETAILS
Please indicate haw many bills are sent monthly by placing the bill count for each month below;
JAN j FEB MAR APR MAY
JUN JUL
AUG
SEP
I OCT I NOV
I IDEC
65300 1 65300 6530055300 55300
65300 65300
65300
65300
65300 6..530055300
Avg CC 70.00
Transaction $
Max Invoice $ 1 5000.00
PRODUCTS AND SERVICES
Products and Services I UPPI IIVRI [08131
BiII Frequency
Monthly I Avg. Bills Per fi5300
y Month
TRANSACTIONAL PRICING (Paid by Biller)
j`
Payment Source Description
Payment Method
Fee Rate %
Fee Amount
Additional Biller Pays
I
j Min. fee [S] per
j Transaction
All Payment Sources
$
Fee $ Network Fees
I All Payment Sources
Credit/DebitJPayPal
$0.65
ACH/f FT
Yes
All Payment Sources
ACHIEFT
$0.50
All Payment Methods
Yes
Auto Pay
ACH/EFT
$0.50
Yes
Online Bank Direct
All Payment Methods
f
i SO.ZS
i
Yes
TRANSACTIONAL PRICING EXCEPTIONS
SERVICE FEES iPaid by Payer).
Payment Source Description
Payment Method
Pee Amount
CalculationMax
Type
Payment$
j Min. fee [S] per
j Transaction
All Payment Sources
Credit/Debit/PayPal
$125000.00
All Payment Sources
ACH/f FT
$125000.00
IVR Surcharge
All Payment Methods
SERVtcE FEE EXCEPTIONS
BILLER BANK ACCOUNT (FOR DEPOSITS AND CHARGEBACKS)
Note: must include voided business check or bank letter for each unique account
I Routing #i Last 4 Acct #1
NOTES/ SPECIAL HANDLING