21-269921-2699
ORDINANCE NO.
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME -RULE MUNICIPAL
CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH
TOUCHPHRASE DEVELOPMENT LLC DBA JULOTA, FOR MENTAL HEALTH DIVISION
SOFTWARE FOR THE DENTON POLICE DEPARTMENT; PROVIDING FOR THE
EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE (RFP 7805
—AWARDED TO TOUCHPHRASE DEVELOPMENT LLC DBA JULOTA, 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 $165,417.00).
WHEREAS, the City has solicited, received, and evaluated competitive proposals for Mental
Health Division Software for the Denton Police Department; and
WHEREAS, the City Manager, or a designated employee, has received, reviewed, and
recommended that the herein described proposals are the most advantageous to the City considering
the relative importance of price and the other evaluation factors included in the request for
proposals; and
WHEREAS, the City Council has provided in the City Budget for the appropriation of funds
to be used for the purchase of the materials, equipment, supplies, or services approved and accepted
herein; NOW, THEREFORE,
THE 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
7805 Touchphrase Development LLC dba Julota $165,417.00
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 wish
to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the
proposals, the City Manager, or their designated representative, is hereby authorized to execute the
written contract which shall be attached hereto; provided that the written contract is in accordance
with the terms, conditions, specifications, standards, quantities, and specified sums contained in the
Proposal and related documents herein approved and accepted.
SECTION 4. The City Council of the City of Denton, hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of
Denton under this ordinance to the City Manager of the City of Denton, or their designee.
SECTION 5. By the acceptance and approval of the above enumerated bids, the City
Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with
the approved bids.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this ordinance was made by 75-esS�l� v, S and
seconded by '5?Sp C-tC- . This ordinance was passed and approved by the
following vote F - —QJ:
Aye Nay Abstain Absent
Mayor Gerard Hudspeth: Z
Vicki Byrd, District 1:
Brian Beck, District 2:
Jesse Davis, District 3:
Alison Maguire, District 4:
Deb Armintor, At Large Place 5: /
Paul Meltzer, At Large Place 6: ✓
PASSED AND APPROVED this the 1'071 day of 70ece-m\ne <' , 2021.
BARD SPETH, MAYOR
ATTEST:
ROSA RIOS, CITY SECRETARY
BY:
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
-
Digitally signed by Marcella Lunn
DN: cn=Marcella Lunn, o, ou=City
of Denton
t f s �i {�` ,
�[ t�rcella.lunn@ciTy ofdent
nnrnm,c=11S
Date: 2021.11.30 09:1250 -06'00'
DocuSign Envelope ID. F26EF5FA-8AB5-443C-8BD7-0344EE2E2039
1OF1---
DENTON
Docusign City Council Transmittal Coversheet
RFP
7805
File Name
Mental Health Division Software
Purchasing Contact
Gi nny Brummett
City Council Target Date
DECEMBER 14, 2021
Piggy Back Option
Yes
Contract Expiration
DECEMBER 14, 2026
Ordinance
21-2699
E
DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND TOUCHPHRASE DEVELOPMENT LLC dba
JULOTA
(CONTRACT 7805)
THIS CONTRACT is made and entered into this date 12/14/2021 by
and between TOUCHPHRASE DEVELOPMENT LLC dba JULOTA a Colorado limited
liability company, whose address is 102 S Tejon Street, Suite 1100, Colorado Springs, CO 80903,
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 7805 -Mental Health Division Software,_ 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 7805 (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) Statement of Work ("SOW") (Exhibit "H");
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: (1) does not
boycott Israel, and (2) will not boycott Israel during the term of the agreement. Failure to meet or
maintain the requirements under this provision will be considered a material breach.
Contract # 7805
4867-9064-2948.v1
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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 foreign terrorist organization.
Failure to meet or maintain the requirements under this provision will be considered a material breach.
The parties agree to transact business electronically. Any statutory requirements that certain terms
be in writing will be satisfied using electronic documents and signing. Electronic signing of this
document will be deemed an original for all legal purposes.
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
TOUCHPHRASE DEVELOPMENT
LL 1a��WbOTA
BY �cdf CrawAAs
'Ek SIGNATURE
Printed Name: Scott cravens
Title: CEO
7206394622
PHONE NUMBER
scott.cravens@julota.com
EMAIL ADDRESS
scott.cravens@julota.com
TEXAS ETHICS COMMISSION
1295 CERTIFICATE NUMBER
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
DocuSigned by:
FraA 00-6v,
"SM"TURE
Chief of Police
TITLE
DEPARTMENT
Frank Dixon
PRINTED NAME
CITY OF DENTON, TEXAS
BY: rZSigned by:
Haw ,
5236DB296270423...
SARA HENSLEY, INTERIM CITY MANAGER
ATTEST:
ROSA RIOS, CITY SECRETARY
Docuftned by:
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
BY: CDocuSigned by:
AA . we (1,. 1WA.IA.
4B070831MAA438...
DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039
Exhibit A
Special Terms and Conditions
1. Total Contract Amotint
The contract total for services shall not exceed $165,417. 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
The contract term will be one (1) year, effective from date of award. The City and the Supplier shall
have the option to renew this contract for an additional four (4) one-year periods.
The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall
automatically renew each year, from the date of award by City Council. The City's and Supplier's
request to not renew the contract must be submitted in writing at least 60 days prior to the contract
renewal date for each year. At the sole option of the City of Denton, the Contract may be further
extended as needed, not to exceed a total of six (6) months, at the then standard rates of Supplier.
4. Price Escalation anti De-escalation
On Supplier's request in the form stated herein, the City will implement an escalation/de-escalation
price adjustment annually based on these special terms. Any request for price adjustment must be
based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) or
the manufacturer published pricing list. The maximum escalation will not exceed +/- 8% for any
individual year. The escalation will be determined annually at the renewal date. The price will be
increased or decreased based upon the annual percentage change in the PPI or the percentage change
in the manufacturer's price list. Should the PPI or manufacturer price list change exceed a
minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in
accordance with the percent change not to exceed the 8% limit per year. The supplier should
provide documentation as percentage of each cost associated with the unit prices quoted for
consideration.
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Request must be submitted in writing with supporting evidence for need of such increase to the
Purchasing Manager at least 60 days prior to contract expiration of each year. If no request is made,
then it will be assumed that the current contract price will be in effect.
Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation
as competitive with the general market price at the time and become effective upon the renewal
date of the contract award or reject the increases within 30 calendar days after receipt of a properly
submitted request. If a properly submitted request for increase is not rejected in writing by the City
of Denton within 45 days of receipt of the request, the City of Denton will be deemed to have
accepted the price increase. If a properly submitted increase is rejected, the Contractor may request
cancellation of such items from the Contract by giving the City of Denton written notice.
Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre -
price increase prices must be honored on orders dated up to the official date of the City of Denton
approval and/or cancellation.
The request can be sent by e-mail to: purchasing@cityofdenton.com and your contact with the City
of Denton Police Department noting the solicitation number.
The City of Denton reserves the right to accept, reject, or attempt to negotiate the proposed price
changes.
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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 herein after 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, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and
sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed
principally at the City's premises or on public rights-of-way. The foregoing listed sections, except
for Section 32, do not apply to the provision of Software as a Service.
1. CONTRACTOR'S OBLIGATIONS. The Contractor shall fully and timely provide all
deliverables described in the RFP 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, rules,
and regulations.
2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall
be effective as of the date the contract is signed by the City, and shall continue in effect until all
obligations are performed in accordance with the Contract.
3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package
deliverables in accordance with good commercial practice and shall include a packing list showing
the description of each item, the quantity and unit price unless otherwise provided in the
Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and
permanently marked as follows: (a) The Contractor's name and address, (b) the City's name, address
and purchase order or purchase release number and the price agreement number if applicable, (c)
Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the
container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall
be suitably packed to secure lowest transportation costs and to conform to all the requirements of
common carriers and any applicable specification. The City's count or weight shall be final and
conclusive on shipments not accompanied by packing lists.
4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to
ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of
deliverables.
5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City
only when the City actually receives and accepts the deliverables.
6. DELIVERY TER`IS AND TRANSPORTATION CHARGES: Deliverables shall be shipped
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F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions.
Unless otherwise stated in the Offer, the Contractor's price shall be deemed to include all delivery
and transportation charges. The City shall have the right to designate what method of transportation
shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order.
7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under
law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at
delivery before accepting them, and to reject defective or non -conforming deliverables. If the City
has the right to inspect the Contractor's, or the Contractor's Subcontractor's, facilities, or the
deliverables at the Contractor's, or the Contractor's Subcontractor's, premises, the Contractor shall
furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance
to the City to facilitate such inspection.
8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables
must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity.
Any non -complying tender shall constitute a breach and the Contractor shall not have the right to
substitute a conforming tender; provided, where the time for performance has not yet expired, the
Contractor may notify the City of the intention to cure and may then make a conforming tender
within the time allotted in the contract.
9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the
sites where the Contractor is to perform the services as required in order for the Contractor to
perform the services in a timely and efficient manner, in accordance with and subject to the
applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied
itself as to the nature of the City's service requirements and specifications, the location and essential
characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities
necessary to perform the services, and any other condition or state of fact which could in any way
affect performance of the Contractor's obligations under the contract. The Contractor hereby
releases and holds the City harmless from and against any liability or claim for damages of any kind
or nature if the actual site or service conditions differ from expected conditions.
The contractor shall, at all times, exercise reasonable precautions for the safety of their employees,
City Staff, participants and others on or near the City's facilities.
10. WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance of
the services which they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while
engaged in participating or responding to a solicitation or while in the course and scope of
delivering goods or services under a City of Denton contract or on the City's property.
i. use or possess a firearm, including a concealed handgun that is licensed under state law,
except as required by the terms of the contract; or
ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled
substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the
job.
C. If the City or the City's representative notifies the Contractor that any worker is incompetent,
disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed
any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the
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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 ("IRURA) 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. INVOICES:
A. The Contractor shall submit separate invoices on each purchase order or purchase
release after each delivery. If partial shipments or deliveries are authorized by the City, a separate
invoice must be sent for each shipment or delivery made.
B. Proper Invoices must include a unique invoice number, the purchase order or delivery
order number and the master agreement number if applicable, the Department's Name, and
the name of the point of contact for the Department. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight
waybill, when applicable, shall be attached to the invoice. The Contractor's name, remittance
address and, if applicable, the tax identification number on the invoice must substantially match the
information in the Vendor's registration with the City. Unless otherwise instructed in writing, the
City may rely on the remittance address specified on the Contractor's invoice.
C. Invoices for labor shall include a copy of all time -sheets with trade labor rate and deliverables
order number clearly identified. Invoices shall also include a tabulation of work -hours at the
appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours
actually worked at the work site.
D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all
Subcontract and other authorized expenses at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount.
The City will furnish a tax exemption certificate upon request.
13. PAYMENT:
A. All 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
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balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the
maximum lawful rate; except, if payment is not timely made for a reason for which the City
may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after
the grounds for withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the
partial shipment or delivery, as stated above, provided that the invoice matches the shipment or
delivery.
D. The City may withhold or set off the entire payment or part of any payment otherwise due the
Contractor to such extent as may be necessary on account of:
i. delivery of defective or non -conforming deliverables by the Contractor;
ii. third party claims, which are not covered by the insurance which the Contractor is
required to provide, are filed or reasonable evidence indicating probable filing of such
claims;
iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment;
iv. damage to the property of the City or the City's agents, employees or contractors,
which is not covered by insurance required to be provided by the Contractor;
v. reasonable evidence that the Contractor's obligations will not be completed within the
time specified in the Contract, and that the unpaid balance would not be adequate to
cover actual or damages for the anticipated delay;
vi. failure of the Contractor to submit proper invoices with purchase order number, with all
required attachments and supporting documentation; or
vii. failure of the Contractor to comply with any material provision of the Contract
Documents.
E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for
delinquent taxes, the City may offset indebtedness owed the City through payment withholding.
F. Payment will be made by check unless the parties mutually agree to payment by credit card or
electronic transfer of funds. The Contractor agrees that there shall be no additional charges,
surcharges, or penalties to the City for payments made by credit card or electronic funds transfer.
G. The awarding or continuation of this contract is dependent upon the availability of funding. The
City's payment obligations are payable only and solely from funds Appropriated and available for
this contract. The absence of Appropriated or other lawfully available funds shall render the
Contract null and void to the extent funds are not Appropriated or available and any deliverables
delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor
written notice of the failure of the City to make an adequate Appropriation for any fiscal year to
pay the amounts due under the Contract, or the reduction of any Appropriation to an amount
insufficient to permit the City to pay its obligations under the Contract. In the event of none or
inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City.
14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the
Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the
term of this contract, the contractor shall bill and the City shall reimburse contractor for all
reasonable and approved out of pocket expenses which are incurred in the connection with the
performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by
the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise
negotiated.
15. FINAL PAYMENT AND CLOSE-OUT:
A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors,
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the Contractor is required to submit a Contract Close -Out MBE/WBE Compliance Report to the
Purchasing Manager no later than the 15th calendar day after completion of all work under the
contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance
with the requirements as accepted by the City.
B. The making and acceptance of final payment will constitute:
i. a waiver of all claims by the City against the Contractor, except claims (1) which have
been previously asserted in writing and not yet settled, (2) arising from defective work appearing
after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the
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; and ii. a waiver of all claims by the Contractor against the City other
than those previously asserted in writing and not yet settled.
16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost
of any special tooling or special test equipment fabricated or required by the Contractor for the
purpose of filling this order, such special tooling equipment and any process sheets related thereto
shall become the property of the City and shall be identified by the Contractor as such.
17. RIGHT TO AUDIT:
A. The City shall have the right to audit and make copies of the books, records and computations
pertaining to the Contract. The Contractor shall retain such books, records, documents and other
evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress
or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are
completed and resolved. These books, records, documents and other evidence shall be available,
within ten (10) business days of written request. Further, the Contractor shall also require all
Subcontractors, material suppliers, and other payees to retain all books, records, documents and
other evidence pertaining to the Contract, and to allow the City similar access to those documents.
The cost of the audit will be borne by the City unless the audit reveals an overpayment of I% or
greater. The City will provide copies of all audit notes and results to the Contractor within thirty
(30) days following the conclusion of an audit. The conclusions of the audit shall set forth in detail
the basis for any overpayment claimed or underpayment discovered. Within thirty (30) days, the
Contractor will notify the City in writing if it objects to the conclusions of the audit. If no objection
to the audit report is timely made by the Contractor, the results of the audit will be deemed accepted.
If an accepted audit report concludes that an overpayment of I% or greater has occurred, which is
the fault of the Contractor, the reasonable cost of the audit, including any travel costs, must be borne
by the Contractor which must be payable within thirty (30) days of receipt of an invoice. If the audit
report establishes that the City underpaid the Contractor, the City will pay to the Contractor the
amount of the underpayment within thirty (30) days of the report being deemed accepted. The City
may not use the services of contingency based auditors for any audits under the Contract.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract
and shall constitute, in the non -breaching party's sole discretion, grounds for termination thereof.
Each of the terms "books" "records" "documents" and "other evidence" as used above shall be
construed to include drafts and electronic files, even if such drafts or electronic files are
subsequently used to generate or prepare a final printed document.
18. SUBCONTRACTORS:
A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor
shall comply with all requirements approved by the City. The Contractor shall not initially employ
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any Subcontractor except as provided in the Contractor's Plan. The Contractor shall not substitute
any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in
writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or
remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan
has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards
and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each
month.
B. Except as it relates to the provision of Software as a Service: Work performed for the Contractor
by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor.
The terms of the subcontract may not conflict with the terms of the
Contract, and shall contain provisions that:
i. require that all deliverables to be provided by the Subcontractor be provided in strict
accordance with the provisions, specifications and terms of the Contract;
ii. prohibit the Subcontractor from further subcontracting any portion of the Contract
without the prior written consent of the City and the Contractor. The City may require, as
a condition to such further subcontracting, that the Subcontractor post a payment bond in
form, substance and amount acceptable to the City;
iii. require Subcontractors to submit all invoices and applications for payments, including
any claims for additional payments, damages or otherwise, to the Contractor in sufficient
time to enable the Contractor to include same with its invoice or application for payment
to the City in accordance with the terms of the Contract;
iv. require that all Subcontractors obtain and maintain, throughout the term of their
contract, insurance in the type and amounts specified for the Contractor, with the City
being a named insured as its interest shall appear; and
v. require that the Subcontractor indemnify and hold the City harmless to the same extent
as the Contractor is required to indemnify the City.
C. The Contractor shall be fully responsible to the City for all acts and omissions of the
Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions.
Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual
relationship between the City and any such Subcontractor, nor shall it create any obligation on the
part of the City to pay or to see to the payment of any moneys due any such Subcontractor except
as may otherwise be required by law.
D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the
Contractor not later than ten (10) calendar days after receipt of payment from the City.
19. WARRANTY -PRICE:
A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current
prices on new orders by others for like deliverables under similar terms of purchase.
B. The Contractor certifies that the prices in the Offer have been arrived at independently without
consultation, communication, or agreement for the purpose of restricting competition, as to any
matter relating to such fees with any other firm or with any competitor.
C. In addition to any other remedy available, the City may deduct from any amounts owed to the
Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current
prices on orders by others for like deliverables under similar terms of purchase.
20. WARRANTY — TITLE: The Contractor warrants that it has good and indefeasible title to all
deliverables furnished under the Contract, and that the deliverables are free and clear of all liens,
claims, security interests and encumbrances. The Contractor shall indemnify and hold the City
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harmless from and against all adverse title claims to the deliverables.
21. WARRANTY — DELIVER.A BLE& The Contractor warrants and represents that all
deliverables sold the City under the Contract shall be free from defects in design, workmanship or
manufacture, and conform in all material respects to the specifications, drawings, and descriptions
in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and
conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations,
and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall
be new or recycled merchandise, and not used or reconditioned.
A. Recycled deliverables shall be clearly identified as such.
B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty
implied by law; and any attempt to do so shall be without force or effect.
C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from
the date of acceptance of the deliverables or from the date of acceptance of any replacement
deliverables. If during the warranty period, one or more of the above warranties are breached, the
Contractor shall promptly upon receipt of demand either repair the non -conforming deliverables,
or replace the non -conforming deliverables with fully conforming deliverables, at the City's option
and at no additional cost to the City. All costs incidental to such repair or replacement, including
but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor.
The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty
(30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not
impair the City's rights under this section.
D. If the Contractor is unable or unwilling to repair or replace defective or non -conforming
deliverables as required by the City, then in addition to any other available remedy, the City may
reduce the quantity of deliverables it may be required to purchase under the Contract from the
Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor
shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such
deliverables from another source.
E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate
manufacturer's warranty, the Contractor shall transfer and assign such manufacturer's warranty to
the City. If for any reason the manufacturer's warranty cannot be fully transferred to the City, the
Contractor shall assist and cooperate with the City to the fullest extent to enforce such
manufacturer's warranty for the benefit of the City.
22. WARRANTY — SERVICES: The Contractor warrants and represents that all services to be
provided the City under the Contract will be fully and timely performed in a good and workmanlike
manner in accordance with generally accepted industry standards and practices, the terms,
conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or
regulations.
A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty
implied by law, and any attempt to do so shall be without force or effect.
B. Except as it relates to the provision of Software as a Service: 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.
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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 its remedy of Service Credits provided in
Exhibit H, the City may terminate the Contract; this will be the City's sole and exclusive remedies.
23. ACCEPTANCE OF INCOMPLETE OR NON -CONFORMING DELIVERABLES: If,
instead of requiring immediate correction or removal and replacement of defective or non-
conforming deliverables, the City prefers to accept it, the City may do so.
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
after demand is made, the demanding party may treat this failure as an anticipatory repudiation of
the Contract.
25. STOP NVORI{ 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 or deliverable required to be submitted by the Contractor to the
City.
27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall
have the right to terminate the Contract for cause, by written notice effective thirty (30) calendar
days, unless otherwise specified, after the date of such notice, unless the Contractor, within such
thirty (30) day period, cures such default, or provides evidence sufficient to prove to the City's
reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy
available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses
and expenses, incurred by the City as a result of the Contractor's default, including, without
limitation, cost of cover, reasonable attorneys' fees, court costs, and prejudgment and post-
judgment interest at the maximum lawful rate. Additionally, in the event of a default by the
Contractor, the City may remove the Contractor from the City's vendor list for three (3) years and
any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and
remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by
law.
28. TERMINATION WITHOUT CAUSE: After the initial term, either party shall have the right
to terminate the Contract, in whole or in part, without cause any time upon sixty (60) calendar days'
prior written notice ("Without Cause Termination Notice"). Upon receipt or provision of a notice
of termination, the Contractor shall promptly cease all Services; provided that City reserves the
right to continue use the Software during the term of the applicable SOW for up to nine (9) months
from the date of the Without Cause Termination Notice while City transitions to and implements a
new solution ("Transition Period"). During the Transition Period, all obligations of the parties under
the Contract will continue. The City shall pay the Contractor, to the extent of funds Appropriated
or otherwise legally available for such purposes, for all goods delivered and services performed and
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obligations incurred prior to the date of termination in accordance with the terms hereof.
29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable
required to be submitted by the Contractor to the City shall be grounds for the termination of the
Contract for cause by the City and may result in legal action.
30. DELAYS:
A. The City may delay scheduled delivery or other due dates by up to sixty (60) days by written
notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase
in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable
adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to
the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days
from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled
under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision
shall excuse the Contractor from delaying the delivery as notified.
B. Neither party shall be liable for any default or delay in the performance of its obligations under
this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots,
civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the
reasonable control of such Parry. In the event of default or delay in contract performance due to any
of the foregoing causes, then the time for completion of the services will be extended; provided,
however, in such an event, a conference will be held within three (3) business days to establish a
mutually agreeable period of time reasonably necessary to overcome the effect of such failure to
perform.
31. INDEMNITY:
A. Definitions:
i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action,
judgments and liability of every character, type or description, including all reasonable costs
and expenses of litigation, mediation or other alternate dispute resolution mechanism,
including attorney and other professional fees for: (1) damage to or loss of the property of
any person (including, but not limited to the City, the Contractor, their respective agents,
officers, employees and subcontractors; the officers, agents, and employees of such
subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's
compensation, loss of services, or loss of income or wages to any person (including but not
limited to the agents, officers and employees of the City, the Contractor, the Contractor's
subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non-
conforming deliverables, negligence, willful misconduct or a breach of any legally imposed
strict liability standard.
B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY),
INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS,
EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL
INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO,
CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE
CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE
PERFORMANCE OF THE CONTRACTOR'S OBLIGATIONS UNDER THE
CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF
THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE
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RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE
LIABLE FOR AN INDEMNIFIED CLAIM.
32. INSURANCE: The following insurance requirements are applicable, in addition to the specific
insurance requirements detailed in Appendix A for services only. The successful firm shall procure
and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton.
The insurance shall be written by a company licensed to do business in the State of Texas and
satisfactory to the City of Denton.
A. General Requirements:
i. The Contractor shall at a minimum carry insurance in the types and amounts indicated
and agreed to, as submitted to the City and approved by the City within the procurement
process, for the duration of the Contract, including extension options and hold over periods,
and during any warranty period.
ii. The Contractor shall provide Certificates of Insurance with the coverage's and
endorsements required to the City as verification of coverage prior to contract execution and
within fourteen (14) calendar days after written request from the City. Failure to provide the
required Certificate of Insurance may subject the Offer to disqualification from
consideration for award. The Contractor must also forward a Certificate of Insurance to the
City whenever a previously identified policy period has expired, or an extension option or
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 constnied
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 endorsements naming the City as additional insured, waivers, and notices of
cancellation endorsements as well as the Certificate of Insurance shall contain the
solicitation number and the following information:
City of Denton
Materials Management Department
901B Texas Street
Denton, Texas 76209
vii. The "other" insurance clause shall not apply to the City where the City is an additional
insured shown on any policy. It is intended that policies required in the Contract, covering
both the City and the Contractor, shall be considered primary coverage as applicable.
viii. If insurance policies are not written for amounts agreed to with the City, the Contractor
shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified.
If Excess Liability Insurance is provided, it shall follow the form of the primary coverage.
ix. The City shall be entitled, upon request, at an agreed upon location, and without expense,
to review certified copies of policies and endorsements thereto and may make any
reasonable requests for deletion or revision or modification of particular policy terms,
conditions, limitations, or exclusions except where policy provisions are established by law
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or regulations binding upon either of the parties hereto or the underwriter on any such
policies.
x. The City reserves the right to review the insurance requirements set forth during the
effective period of the Contract and to make reasonable adjustments to insurance coverage,
limits, and exclusions when deemed necessary and prudent by the City based upon changes
in statutory law, court decisions, the claims history of the industry or financial condition of
the insurance company as well as the Contractor.
xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to
lapse during the term of the Contract or as required in the Contract.
xii. The Contractor shall be responsible for premiums, deductibles and self-insured
retentions, if any, stated in policies. All deductibles or self-insured retentions shall be
disclosed on the Certificate of Insurance.
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 within the solicitation and requirements are
required minimums and are not intended to limit the responsibility or liability of the
Contractor.
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 NIATERIAL: All material
submitted by the Contractor to the City shall become property of the City upon receipt. Any portions
of such material claimed by the Contractor to be proprietary must be clearly marked as such.
Determination of the public nature of the material is subject to the Texas Public Information Act,
Chapter 552, and Texas Government Code.
36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and
warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the
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deliverables and (ii) the deliverables supplied by the Contractor in accordance with the
specifications in the Contract will not infringe, directly or contributorily, any patent, trademark,
copyright, trade secret, or any other intellectual property right of any kind of any third party; that
no claims have been made by any person or entity with respect to the ownership or operation of the
deliverables and the Contractor does not know of any valid basis for any such claims. The
Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against
all liability, damages, and costs (including court costs and reasonable fees of attorneys and other
professionals) arising out of or resulting from: (i) any claim that the City's exercise anywhere in
the world of the rights associated with the City's' ownership, and if applicable, license rights, and
its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the
Contractor's breach of any of Contractor's representations or warranties stated in this Contract. In
the event of any such claim, the City shall have the right to monitor such claim or at its option
engage its own separate counsel to act as co -counsel on the City's behalf. Further, Contractor agrees
that the City's specifications regarding the deliverables shall in no way diminish Contractor's
warranties or obligations under this paragraph and the City makes no warranty that the production,
development, or delivery of such deliverables will not impact such warranties of Contractor.
37. CONFIDENTIALITY: In order to provide the deliverables 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 will substantially injure the City
and/or its licensors. The Contractor (including its employees, subcontractors, agents, or
representatives) agrees that it will maintain the Confidential Information in strict confidence and
shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential
Information without the prior written consent of the City or in a manner not expressly permitted
under this Agreement, unless the Confidential Information is required to be disclosed by law or an
order of any court or other governmental authority with proper jurisdiction, provided the Contractor
promptly notifies the City before disclosing such information so as to permit the City reasonable
time to seek an appropriate protective order. The Contractor agrees to use protective measures no
less stringent than the Contractor uses within its own business to protect its own most valuable
information, which protective measures shall under all circumstances be at least reasonable
measures to ensure the continued confidentiality of the Confidential Information.
38. OWNERSHIP AND USE OF DELIVERABLES: Intentionally Deleted.
39. PUBLICATIONS: Except as it relates to the provision of Software as a Service: 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
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established commercial or selling agencies maintained by the Contractor for the purpose of securing
business. For breach or violation of this warranty, the City shall have the right, in addition to any
other remedy available, to cancel the Contract without liability and to deduct from any amounts
owed to the Contractor, or otherwise recover, the full amount of such commission, percentage,
brokerage or contingent fee.
42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without
liability if it is determined by the City that gratuities were offered or given by the Contractor or any
agent or representative of the Contractor to any officer or employee of the City of Denton with a
view toward securing the Contract or securing favorable treatment with respect to the awarding or
amending or the making of any determinations with respect to the performing of such contract. In
the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled,
in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred
by the Contractor in providing such gratuities.
43. PIZO141BITION 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. Any attempted assignment or delegation
by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not
intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the
intention of the parties that there are no third party beneficiaries to the Contract.
The Vendor 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
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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
or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration and is in writing signed by the aggrieved party. No waiver by either the
Contractor or the City of any one or more events of default by the other party shall operate as, or
be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express
or implied acceptance of any other existing or future default or defaults, whether of a similar or
different character.
47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by
both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document
shall have any force or effect to change the terms, covenants, and conditions of the Contract.
48. INTERPRETATION: The Contract is intended by the parties as a final, complete and
exclusive statement of the terms of their agreement. No course of prior dealing between the parties
or course of performance or usage of the trade shall be relevant to supplement or explain any term
used in the Contract. Although the Contract may have been substantially drafted by one party, it is
the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading
no provisions more strictly against one party or the other. Whenever a term defined by the Uniform
Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition
shall control, unless otherwise defined in the Contract.
49. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to
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
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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
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 and will not be counted in any
calculation of days that are set forth as a time limit to act in this Contract:
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 (observed)
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday
falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be
between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any
scheduled deliveries or work performance not within the normal hours of operation must be
approved by the City Manager of Denton, Texas or his authorized designee.
53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose
continuing obligations on the parties, including but not limited to the warranty, indemnity, and
confidentiality obligations of the parties, shall survive the expiration or termination of the Contract.
54. NON -SUSPENSION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or making prime or sub -awards to parties
that are suspended or debarred or whose principals are suspended or debarred from Federal, State,
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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: No Offeror, or Offeror's agent, shall engage in any
discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation,
age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be
otherwise subjected to discrimination under any activities resulting from this RFQ.
B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror's agent, shall
engage in any discriminatory employment practice against individuals with disabilities as defined
in the ADA.
56. BUY AMERICAN ACT -SUPPLIES (Applicable to certain federally funded
requirements)
The following federally funded requirements are applicable. A. Definitions. As used in this
paragraph —
i. "Component" means an article, material, or supply incorporated directly into an end product.
ii. "Cost of components" means -
(1) For components purchased by the Contractor, the acquisition cost, including transportation costs
to the place of incorporation into the end product (whether or not such costs are paid to a domestic
firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or
(2) For components manufactured by the Contractor, all costs associated with the manufacture of
the component, including transportation costs as described in paragraph (1) of this definition, plus
allocable overhead costs, but excluding profit. Cost of components does not include any costs
associated with the manufacture of the end product.
iii. 'Domestic end product" means -
(1) An unmanufactured end product mined or produced in the United States; or
(2) An end product manufactured in the United States, if the cost of its components mined,
produced, or manufactured in the United States exceeds 50 percent of the cost of all its components.
Components of foreign origin of the same class or kind as those that the agency determines are not
mined, produced, or manufactured in sufficient and reasonably available commercial quantities of
a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for
processing in the United States is considered domestic.
iv. "End product" means those articles, materials, and supplies to be acquired under the contract for
public use.
v. "Foreign end product" means an end product other than a domestic end product.
vi. "United States" means the 50 States, the District of Columbia, and outlying areas.
B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products
for supplies acquired for use in the United States.
C. The City does not maintain a list of foreign articles that will be treated as domestic for this
Contract; but will consider for approval foreign articles as domestic for this product if the articles
are on a list approved by another Governmental Agency. The Offeror shall submit documentation
with their Offer demonstrating that the article is on an approved Governmental list.
D. The Contractor shall deliver only domestic end products except to the extent that it specified
delivery of foreign end products in the provision of the Solicitation entitled 'Buy American Act
Certificate".
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57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all
information presented in any response to this contract, whether amended or not, except as prohibited
by law. Selection of rejection of the submittal does not affect this right.
58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or
supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the
respondent.
59. PREVAILING WAGE RATES: Except as it relates to the provision of Software as a Service:
The contractor shall comply with prevailing wage rates as defined by the United States Department of
Labor Davis -Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the
Wage Determinations website www.wdol.gov for Denton County, Texas (WD -2509).
60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor
or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent
must comply with all applicable laws at all times, including, without limitation, the following: (i)
§36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code,
which prohibits the offering or conferring of benefits to public servants. The Respondent shall give
all notices and comply with all laws and regulations applicable to furnishing and performance of
the Contract.
61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-
site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of
the Revenue Act of 1978, dealing with issuance of Form W -2's to common law employees.
Respondent is responsible for both federal and State unemployment insurance coverage and
standard Workers' Compensation insurance coverage. Respondent shall ensure compliance with all
federal and State tax laws and withholding requirements. The City of Denton shall not be liable to
Respondent or its employees for any Unemployment or Workers' Compensation coverage, or
federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall
pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section.
62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of
the Drug -Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701
ET SEQ.) and maintain a drug-free work environment; and the final rule, government -wide
requirements for drug-free work place (grants), issued by the Office of Management and Budget
and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the
Drug -Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply
with the relevant provisions thereof, including any amendments to the final rule that may hereafter
be issued.
63. RESPONDENT LIABILITY FOR DAItIAGE TO GOVERNMENT PROPERTY: The
Respondent shall be liable for all damages to government-owned, leased, or occupied property and
equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers,
including any delivery or cartage company, in connection with any performance pursuant to the
Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any
such damage within one (1) calendar day.
64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be
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responsible for performance under the Contract should it be prevented from performance by an act
of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault
or negligence of the City of Denton. In the event of an occurrence under this Section, the
Respondent will be excused from any further performance or observance of the requirements so
affected for as long as such circumstances prevail and the Respondent continues to use
commercially reasonable efforts to recommence performance or observance whenever and to
whatever extent possible without delay. The Respondent shall immediately notify the City of
Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar
days of the inception of such occurrence) and describe at a reasonable level of detail the
circumstances causing the non-performance or delay in performance.
65. NON -WAIVER OF RIGHTS: Failure of a Party to require performance by another Party
under the Contract will not affect the right of such Party to require performance in the future. No
delay, failure, or waiver of either Party's exercise or partial exercise of any right or remedy under
the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or
remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a
waiver of any continuing or succeeding breach.
66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision
of the Contract is in any way intended to constitute a waiver by the City of Denton of any
immunities from suit or from liability that the City of Denton may have by operation of law.
67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting
documents, statistical records, and any other records or books relating to the performances called
for in the Contract. The Respondent shall retain all such records for a period of four (4) years after
the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit
and litigation matters are resolved, whichever period is longer. The Respondent shall grant access
to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of
Texas, and any federal governmental entity that has authority to review records due to federal funds
being spent under the Contract.
Should a conflict arise between any of the contract documents, it shall be resolved with the
following order of precedence (if applicable). In any event, the final negotiated contract shall
take precedence over any and all contract documents to the extent of such conflict.
1. Final negotiated Contract 7805
2. RFP/Bid documents
3. City's standard terms and conditions
4. Purchase order
5. Supplier terms and conditions
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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 any time; however, Contractor shall not
commence any work or deliver any material until he or she receives notification that the
contract has been accepted, approved, and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements shall
comply with the following general specifications, and shall be maintained in compliance
with these general specifications throughout the duration of the Contract, or longer, if so
noted:
• Each policy shall be issued by a company authorized to do business in the State of Texas
with an A.M. Best Company rating of at least A or better.
Any deductibles or self-insured retentions shall be declared in the proposal. If requested
by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions
with respect to the City, its officials, agents, employees and volunteers; or, the contractor
shall procure a bond guaranteeing payment of losses and related investigations, claim
administration and defense expenses.
Liability policies shall be endorsed to provide the following:
■ Name as Additional Insured the City of Denton, its Officials, Agents, Employees and
volunteers.
■ That such insurance is primary to any other insurance available to the Additional
Insured with respect to claims covered under the policy and that this insurance
applies separately to each insured against whom claim is made or suit is brought.
The inclusion of more than one insured shall not operate to increase the insurer's
limit of liability.
• Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents,
employees, and volunteers.
• Cancellation: Cityrequires 30 day written notice should any ofthe policies described
on the certificate be cancelled or materially changed before the expiration date.
• Should any of the required insurance be provided under a claims made form, Contractor
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shall maintain such coverage continuously throughout the term of this contract and, without
lapse, for a period of three years beyond the contract expiration, such that occurrences
arising during the contract term which give rise to claims made after expiration of the
contract shall be covered.
• Should any of the required insurance be provided under a form of coverage that includes
a general annual aggregate limit providing for claims investigation or legal defense costs
to be included in the general annual aggregate limit, the Contractor shall either double the
occurrence limits or obtain Owners and Contractors Protective Liability Insurance.
• Should any required insurance lapse during the contract term, requests for payments
originating after such lapse shall not be processed until the City receives satisfactory
evidence of reinstated coverage as required by this contract, effective as of the lapse date.
If insurance is not reinstated, City may, at its sole option, terminate this agreement effective
on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall
additionally comply with the following marked specifications, and shall be maintained in
compliance with these additional specifications throughout the duration of the Contract, or
longer, if so noted:
[X] A. General Liability Insurance:
General Liability insurance with combined single limits of not less than $1,000,000.00
shall be provided and maintained by the Contractor. The policy shall be written on an
occurrence basis either in a single policy or in a combination of underlying and
umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
• Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this contract
and broad form property damage coverage.
• Coverage B shall include personal injury.
• Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
• Bodily injury and Property Damage Liability for premises, operations, products
and completed operations, independent contractors and property damage
resulting from explosion, collapse or underground (XCU) exposures.
• Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined Single
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Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic
and umbrella or excess policies. The policy will include bodily injury and property damage
liability arising out of the operation, maintenance and use of all automobiles and mobile
equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
• any auto, or
• all owned hired and non -owned autos.
0 Workers' Compensation Insurance
Contractor shall purchase and maintain Workers' Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance,
has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a $500,000 policy limit for occupational disease. The City need not be
named as an "Additional Insured" but the insurer shall agree to waive all rights of
subrogation against the City, its officials, agents, employees and volunteers for any work
performed for the City by the Named Insured. For building or construction projects, the
Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096
of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers' Compensation
Commission (TWCC).
[ ] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of the
work under this contract, an Owner's and Contractor's Protective Liability insurance policy
naming the City as insured for property damage and bodily injury which may arise in the
prosecution of the work or Contractor's operations under this contract. Coverage shall be
on an "occurrence" basis and the policy shall be issued by the same insurance company
that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00
combined bodily injury and property damage per occurrence with a $1,000,000.00
aggregate.
[ ] Fire Damage Legal Liability Insurance
Coverage is required if Broad form General Liability is not provided or is unavailable to the
contractor or if a contractor leases or rents a portion of a City building. Limits of not less
than each occurrence are required.
[ ] Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000.00 per claim with
respect to negligent acts, errors or omissions in connection with professional services is
required under this Agreement.
[ ] Builders' Risk Insurance
Builders' Risk Insurance, on an All -Risk form for 100% of the completed value shall be
provided. Such policy shall include as "Named Insured" the City of Denton and all
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subcontractors as their interests may appear.
[ ] Environmental Liability Insurance
Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this
contract.
[ ] Riggers Insurance
The Contractor shall provide coverage for Rigger's Liability. Said coverage may be
provided by a Rigger's Liability endorsement on the existing CGL coverage; through and
Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11,
Rigger's Liability Coverage form. Said coverage shall mirror the limits provided by the CGL
coverage
[ ] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside
the premises, burglary of the premises, and employee fidelity. The employee fidelity portion
of this coverage should be written on a "blanket" basis to cover all employees, including
new hires. This type insurance should be required if the contractor has access to City
funds. Limits of not less than $ each occurrence are required.
[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.
[ ] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and
specific service agreements. If such additional insurance is required for a specific contract,
that requirement will be described in the "Specific Conditions" of the contract specifications.
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ATTACHMENT 1
U Workers' Compensation Coverage for Building or Construction Projects for
Governmental Entities
A. Definitions:
Certificate of coverage ("certificate") -A copy of a certificate of insurance, a
certificate of authority to self -insure issued by the commission, or a coverage
agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory
workers' compensation insurance coverage for the person's or entity's
employees providing services on a project, for the duration of the project.
Duration of the project - includes the time from the beginning of the work on the
project until the contractor's/person's work on the project has been completed
and accepted by the governmental entity.
Persons providing services on the project ("subcontractor" in §406.096) -
includes all persons or entities performing all or part of the services the
contractor has undertaken to perform on the project, regardless of whether that
person contracted directly with the contractor and regardless of whether that
person has employees. This includes, without limitation, independent
contractors, subcontractors, leasing companies, motor carriers, owner -
operators, employees of any such entity, or employees of any entity which
furnishes persons to provide services on the project. "Services" include,
without limitation, providing, hauling, or delivering equipment or materials, or
providing labor, transportation, or other service related to a project. "Services"
does not include activities unrelated to the project, such as food/beverage
vendors, office supply deliveries, and delivery of portable toilets.
B. The contractor shall provide coverage, based on proper reporting of
classification codes and payroll amounts and filing of any overage agreements,
which meets the statutory requirements of Texas Labor Code, Section
401.011(44) for all employees of the Contractor providing services on the
project, for the duration of the project.
C. The Contractor must provide a certificate of coverage to the governmental
entity prior to being awarded the contract.
D. If the coverage period shown on the contractor's current certificate of coverage
ends during the duration of the project, the contractor must, prior to the end of
the coverage period, file a new certificate of coverage with the governmental
entity showing that coverage has been extended.
E. The contractor shall obtain from each person providing services on a project,
and provide to the governmental entity:
1. a certificate of coverage, prior to that person beginning work on the
project, so the governmental entity will have on file certificates of
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coverage showing coverage for all persons providing services on the
project; and
2. no later than seven days after receipt by the contractor, a new certificate
of coverage showing extension of coverage, if the coverage period
shown on the current certificate of coverage ends during the duration of
the project.
F. The contractor shall retain all required certificates of coverage for the duration
of the project and for one year thereafter.
G. The contractor shall notify the governmental entity in writing by certified mail or
personal delivery, within 10 days after the contractor knew or should have
known, of any change that materially affects the provision of coverage of any
person providing services on the project.
H. The contractor shall post on each project site a notice, in the text, form and
manner prescribed by the Texas Workers' Compensation Commission,
informing all persons providing services on the project that they are required to
be covered, and stating how a person may verify coverage and report lack of
coverage.
I. The contractor shall contractually require each person with whom it contracts
to provide services on a project, to:
1. provide coverage, based on proper reporting of classification codes and
payroll amounts and filing of any coverage agreements, which meets the
statutory requirements of Texas Labor Code, Section 401.011(44) for all of
its employees providing services on the project, for the duration of the
project;
2. provide to the contractor, prior to that person beginning work on the project,
a certificate of coverage showing that coverage is being provided for all
employees of the person providing services on the project, for the duration
of the project;
3. provide the contractor, prior to the end of the coverage period, a new
certificate of coverage showing extension of coverage, if the coverage period
shown on the current certificate of coverage ends during the duration of the
project;
4. obtain from each other person with whom it contracts, and provide to the
contractor:
a. a certificate of coverage, prior to the other person beginning work on the
project; and
b. a new certificate of coverage showing extension of coverage, prior to the
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end of the coverage period, if the coverage period shown on the current
certificate of coverage ends during the duration of the project;
5. retain all required certificates of coverage on file for the duration of the
project and for one year thereafter;
6. notify the governmental entity in writing by certified mail or personal delivery,
within 10 days after the person knew or should have known, of any change
that materially affects the provision of coverage of any person providing
services on the project; and
7. Contractually require each person with whom it contracts, to perform as
required by paragraphs (1) - (7), with the certificates of coverage to be
provided to the person for whom they are providing services.
J. By signing this contract or providing or causing to be provided a certificate of
coverage, the contractor is representing to the governmental entity that all
employees of the contractor who will provide services on the project will be
covered by workers' compensation coverage for the duration of the project, that
the coverage will be based on proper reporting of classification codes and
payroll amounts, and that all coverage agreements will be filed with the
appropriate insurance carrier or, in the case of a self-insured, with the
commission's Division of Self -Insurance Regulation. Providing false or
misleading information may subject the contractor to administrative penalties,
criminal penalties, civil penalties, or other civil actions.
K. The contractor's failure to comply with any of these provisions is a breach of
contract by the contractor which entitles the governmental entity to declare the
contract void if the contractor does not remedy the breach within ten days after
receipt of notice of breach from the governmental entity.
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Exhibit E
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the Contractor
submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits
the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity
to file Form 1295 electronically with the Commission.
Contractor will be required to furnish a Certificate of Interest Parties before the contract is
awarded, in accordance with Government Code 2252.908.
The contractor shall:
1. Log onto the State Ethics Commission Website at :
hgps://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 purchasingkcityofdenton.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.
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Exhibit F
Contractor's Proposal
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UJ Julota�
City of Denton City of
215 E. McKinney St.
TX 76201-4299 Denton
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Table of Contents
page 7 Company Overview
page 2 What is JULOTA?
page 2 Our Understanding
page 3 Unique Value Proposition
page 3 Compliance and Security
page 3 Mission
page 3 Vision
page 4 Core Needs of the Denton/Julota Response
page 5 Subject Matter Expertise
page 5 Project Management Team
page 6 Julota Architecture
page 7 Compliance
page 9 Solving Interoperability and High -Utilizer Issues in the Community
page 77 Julota Sample Relevant Cases
page 73 Electronic Consent
page 74 Denton Police Department's Crisis Intervention Response Team
page 78 Testimonials
DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039
U%JJJulota
Connecting Your
Community
Company Overview
Julota
102 S. Tejon Street STE 1100
Colorado Springs, CO
80919
a 833-445-1600
Julota provides Software as a Service (SaaS) solutions that are operated, maintained, monitored,
and secured by a talented team of professionals. We build our products following industry-leading
standards for reliability, performance, and security. Here at Julota, our clients' desire for the best
solution drives us forward. We strive to provide you with the best features, the best user
experience, and the most intuitive software. Our partnerships with our clients drive success.
Julota operates in over 200 communities across the country including two state contracts in
Washington and one in Idaho. It started with the understanding that in every community, there is
a group of people who need assistance and a group of organizations that want to give help. But
there are many roadblocks that prevent that from happening. Julota introduced the concept of a
Connected Community. Founders Rick Pionkowski, a 30 -year ER doctor, and Michael Schaedel, a
15 -year enterprise solutions architect, lead the charge in connecting local resources together
across disparate systems, decimating the obstacles preventing communities from being proactive
in their population's health. With backgrounds in both healthcare and technology, cofounders
Rick Pionkowski, MD, MS, and Michael Schaedel, MS,knew there had to be a better community
care model than the siloed version so prevalent today.
In the hospital emergency department (ED), Dr. Pionkowski saw every day how a disconnected
system resulted in repeated low acuity patients being brought in with needs that the ED could not
adequately address. At the same time, Schaedel having worked as a senior architect and software
engineer at iTriage and Mapquest, watched his sister struggle for years and then pass away from
an opioid addiction that could have been prevented through coordination and collaboration of
local agencies.
In late 2015 they met and joined forces to launch Julota. Shortly thereafter they recruited an
experienced and proven seller, Joshua Cast to handle their growing list of inquiries and referrals.
And then in 2018, they brought in Scott Cravens as CEO to complete the senior management
team.
DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039
What is J U LOTA?
Julota, an acronym for JUst Love On Them Always, is a patented HIPAA, 42 CFR Part 2, CJIS, and
FERPA compliant interoperability platform that transforms the disconnected patchwork of local
service providers into a well -coordinated network that can proactively manage and support
individuals. Our cloud -based SaaS platform manages the consent and multidirectional sharing of
Personal Identity Information (PII) and Personal Health Information (PHI) between software
systems for healthcare, EMS, law enforcement, behavioral health, and social services organizations.
Julota manages and organizes an individual's records from behavioral health, healthcare, criminal
justice, and social services into one holistic up-to-date record. Julota is a platform agnostic
technology that operates standalone or between each organization's existing systems.
In addition to connecting data systems and providing community data transparency, Julota
operates as a hub and spoke system. A hub is an organization who administers a program. A
program (examples would be, crisis response, SUD, mobile integrated health, or co -responder) is a
set of work flows used to address individuals within a community who meet specific criteria.
Conversely, spokes are community resource organizations who send referrals to and receive
referrals from the hubs. Julota understands how to navigate consent and compliance
requirements creating community collaboration transparency to ensure the left hand knows what
the right hand is doing. Our platform allows multiple organizations to work together around a
specific individual despite different compliance and/or consent requirements.
Our Understanding
We are excited to join with Denton PD in their commitment toward improved outcomes and
healthier citizens through the Crisis Intervention Response Team (CIRT) initiative. Through
innovative procedures and best -in -class practices, CIRT programs have proven to strengthen
community relationships, improve outcomes, reduce crime, and mitigate burdens on the criminal
justice system. Thank you for considering Julota as the platform to launch this initiative. This
document will provide our understanding of your program goals while outlining the scope and
pricing necessary to meet them.
The US Department of Justice's Bureau of Justice Statistics shows >50% of incarcerated persons
have a mental behavioral health illness. Matt Zavadsky, President of NAEMT shares that 80% of all
individuals who overuse the 911 emergency system have at least one diagnosable behavioral
health disorder. We also understand 55% of US Healthcare dollars are spent on less than 5% of the
population who are improperly using community resources. First responders are a community's
front-line to meet these participants offering the greatest opportunity to reduce risk, lower costs,
and increase health.
Denton PD is at the leading edge of innovative client -focused programs as seen by adopting CIRT.
CIRT is a unique program that will share clients and work with Denton PD's Homeless Outreach
Team (HOT) program. Per Chief Dixon, "there's a natural intersection between what our homeless
outreach team does and mental illness," HOT and CIRT incorporate a model approaching clients to
meet them exactly where they are. HOT will build relationships with individuals moving them from
homelessness to housing. This movement requires high levels of trust and relationship -building to
achieve successful outcomes. CIRT also requires a high-level of trust though many relationships
are fostered through community resources and partners who will be connected by the team. The
unique initiative is founded from a client -centric philosophy delivering community transparency.
The innovative approach allows case managers to get the individual help while connecting them
to basic needs and supports. It's our understanding both CIRT and HOT align with Denton PD's
mission and goals for the community.
DocuSign Envelope ID: F26EF5FA-8AB5443C-8BD7-0344EE2E2039
Unique Value Proposition
Julota is the only complete solution that meets the City of Denton's requirements for a Mental
Health Department Software solution with the ability to interface with all levels of healthcare and
community resources at a city level.
Compliance and Security
The Julota software is HIPAA, CFR42, and CJIS (Criminal Justice Information System) compliant
and utilizes standard security practices for these regulations. Our software utilizes two -factor
authentication to enhance the security of the platform and requires a login token that is sent to
the authorized user's phone or e-mail.
Our software is deployed into cloud -based infrastructure in Amazon Web Services (AWS). The AWS
systems are aligned with Fed RAMP and NIST 800-53, which are higher security standards that
map to the HIPAA Security Rule. NIST supports the alignment and issued SP 800-66, which
documents how NIST 800-53 aligns to the HIPAA Security Rule. Further information from AWS
about HIPAA Compliance is available here: https.//aws.amazon.com/compliance/hipaa-
compliance/ For more information about the Shared Responsibility Model for Compliance used in
AWS, please refer to this document: https://aws.amazon.com/compliance/shared-respansiUirity-
model
Our firm states that we will be responsible to conform to ALL applicable federal, state and local
statues or other applicable legal requirements.
M ission
We exist to make communities safer.
Vision
Julota will be the infrastructure for secure,
accountable collaboration for population
health around the world.
DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039
Core Needs of the Denton/Julota Response
Julota is the only complete solution that meets the Denton Police Departments' requirements for
a Tracking Software Solution system with the ability to interface with all levelsof behavioral
healthand community resources at a statewide level.
General Consent Systems M= -+Flexible and scalable system for many use
cases
By designating data recipients and
Share Data With Community Partners credentialed providers, Julota can build a
network of community partners to track
who can provide help and treatment to
individuals.
MODULES/CAPABILITIES THAT MUST BE INCLUDED IN THE CONSENT SYSTEM
API
Julota is already doing this with several organizations including Real Time Data Exchange with
Provider EHRs, Government Agencies Health Information Technology Health IT systems and
applications, and Health Information Exchanges (HIE)
ADT/CCD Interface
Julota already has alerts and notification system in place including 911 and arrival at ED. Crisis
Hotline integration for alerts and notifications can easily be added. Julota already provides real time
alerts for providers when a client uses acute services such as ER, Inpatient, crisis, withdrawal
management or is booked into jail. Julota can share clinical summaries with anyone that has
compliance to view clinical records between providers.
Adaptable Interface Design
Julota provides a fully customizable interface.
DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039
Subject Matter Expertise
Julota agrees to provide our subject matter experts throughout the lifetime of this contract.
Scott Cravens, CEO
Rick Pionkowski, CMIO
Michael Schaedel, CTO
Joshua Cast, Director of Sales
Laura Morris, Technical Product
manager
Kristin Younglove, Client
Services Manager
0 Scott@Julota.com
0 Rick@Julota.com
Michael.Schaedel@Julota.com
Joshua@Julota.com
0 Laura.Morris@Julota.com
0 719-428-0089
719-445-1695
719-445-1699
719-492-4575
43 719-396-3009
Kristin.Younglove@Julota.com 719-428-0107
Project Management Team
The Julota team consists of well-qualified individuals who are experts in electronic consent
management. As you will see from our proposal, we are well-qualified to provide the required
software as required per specifications.
DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039
JULOTA ARCHITECHTURE
AWS
iHigh Availability
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Data Store
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Data Sync
Data Backups
Archive
Data Sync
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Permissions
Desktop & Laptop
:^ler-based Portal
Chrome. Firefox,
Safari, IE, Edge
Mobile
Tablet 7' or Larger
Phone 5.3" or Larger
NaCme Device Browser
Providers
CAD, ePCR, EHR
XML, HI -7, Nemsis,
CCD, FHIR, ADT
The system shall capture the patient's electronic signature when the consent is created, modified,
or revoked (along with reasons for the change).
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DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039
Compliance
a. Solution is compliant with the latest 42 CFR Part 2 Final Rule published in the Federal
Register. Please see the letter from the compliance auditor below.
b. Solution supports compliance with all HIPAA privacy and security stipulations. Please see
the letter from the compliance auditor below.
Brian LTunle, Inc
PO Box 113
Swainsboro, GA 30401-0113
hrian@hipaa-consulting_com
www.hipaa-consufting.com
To Whom It May Concern
On April 158, 2020, I conducted a H1PAArHM CH Security Risk Assessment with additional emphasis
on SAMHSA 42 CFR Part 2 as it relates to security of substance abuse records. This assessment was
performed for the Touchprase Development, LLC (filota Application) located at 102 South Tejon Street
Suite 1100. Colorado Spring, CO 9003. This as:essmeut was performed to evaluate and assess
compliance of s}'stem,-, policies and procedures against the 18 Standards and 44 Implementation
Specifications of the HIPAA4ITEC H Suety Rule and to ensure applicable areas of SAMHSA 42 CFR
Part 2 are being met.
Based on my review of the organization's systems and through interviews with key staff Members. risks
relating to the administrative. physical, and technical implementation specifications for securing
electronic protected health information (EPHI) in all forms are mitigated to rem onabie and appropriate
levels through current controls and procedural changes enforced by policy.
This audit is part of the organization's ongoing HIPAAIHTTECH compliance effort and to ensure
compliance is also met with SANIHSA 42 CFR Part 2. As policy, a thirdparty external HIPAA4i1TMC'H
Security audit (or an internal HIPAAMTECH Security audit) is conducted every year or whenever any
major technical, procedural, or legislative changes occur to ensure the organization is taking reasonable
and appropriate action.; regarding. the security of electronic protected health information.
Sincerely,
Brian L Tuttle, CHP, CPHIT, CCNA, CERA, CISSP
Sr Comphance Consultant
►gym w1upaa-consulting eom
DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039
Julota will maintain a master patient index (MPI) or enterprise master patient index (EMPI)
resolution process for resolving MPI or EMPI issues, challenges, and concerns. This process is
already in place and is a crucial component of our SaaS software. Julota will also maintain a written
process and mechanisms that will be leveraged if a new solution is available.
f
Patient Profile Section i
PROGRAM ID stays with a patient and
does not change regardless of how many
times the patient is referred OR which
organization(s) referred them.
Patient Information Section
Information that is shared across all of a patient's
enrollments
PROGRAM Information Section
Information that does NOT depend on an
enrollment
Encounters Section
Individual, short patient interactions
that are NOT part of enroilments
Enrollments Section
Most information stored here is specific to each
enrollment. More detailed patient informatlon
is stored in this seWon.
Julota also supports e -referral management. Our E -referrals include notifications,
tracking/updates, and close the loop activities.
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DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039
Solving Interoperability and High -Utilizer Issues in
the Community
Julota is a patented, award-winning community interoperability platform, built on the four pillars
of interoperability, compliance, consent, and collaboration.
The cloud -based SaaS platform manages the consent and multidirectional sharing of PHI
(personal health information) and PII (personally identifiable information) between software
systems for healthcare, EMS, law enforcement, behavioral health, social services, and all other local
nonprofit and for-profit organizations.
HTPAA SAMYS4
42 CFR Part 2 ST
DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039
Currently, the care continuum is divided into silos of communication that operate on unique
software built specifically for their users' needs. On top of that, each of these sectors has its own
compliances that must be adhered to along with databases of information that need to be
connected as part of a fully networked community.
But imagine if behavioral health could work through other agencies in the field that deal with their
patients on a day-to-day basis when they are experiencing a crisis in the triggering environment.
And what if EMS could connect low -acuity patients to appropriate care (rather than just
transporting to the ED) in order to prevent them from deteriorating into an acute or chronic
condition?
And what if law enforcement could connect individuals to case managers to prevent unnecessary
incarceration and address the underlying issues?
And finally, imagine if payers start reimbursing the entire care community like they are doing now
through Medicaid and federal pilot projects?
This kind of networking is lowering costs and improving healthcare today in over 150 different
communities using Julota.
But now take a step back and consider what would happen if you enlarge that local network
beyond EMS, behavioral health, social services, law enforcement, and healthcare.
Imagine connecting food banks into that same network to address food insecurities and
connecting fire departments to do fall risk assessment to prevent broken hips. Connecting Home
Advisor or Angie's List to provide free home repair estimates. Getting faith -based organizations to
address loneliness in the elderly and home maintenance needs. Enlisting medical and non-
medical rideshare services to get people to appointment.
And in times of Silver Alerts and disasters, sending out simultaneous messages to at -risk
individuals and their family and non -family caregivers to make sure they are safe and have their
medical dependencies addressed, decreasing the need for door-to-door searches.
Once all that happens, then you really have a safety net that keeps people from falling through the
cracks and supports a community-based solution, which is the most efficient and cost-effective
way to address population health.
DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039
Julota Sample Relevant Cases
Co -Responder / Mobile Mental Health Crisis Response
�. Form a team that includes a law enforcement officer trained in crisis intervention, a
behavioral health clinician, and in some cases a Paramedic.
V Respond to calls through Julota from the crisis hotline as well as 9-1-1.
,V/ De-escalate and perform psychiatric evaluations generated byJulota.
Medically clear patients in the field through Julota which generates the paperwork and
alerts the behavioral health facility of an imminent direct admit.
Case managers are then alerted automatically of outreach to family members, adherence
to peer support programs, and other community-based follow-up.
CIT (Crisis Intervention Team)
Law enforcement arrives on scene for a substance abuse or mental health issue.
Individual is further identified as a candidate for a mental health clinic or substance abuse
treatment center rather than incarceration.
Julota confirms whether beds available prior to departure.
After individual is checked into the facility, Julota confirms status of either an M1 hold,
treatment program initiated, or individual is released.
If the individual was entered into treatment, Julota will confirm with law enforcement when
the individual completes treatment or drops out.
Alternative Scenario:
Law enforcement arrives on scene with an individual who is under the influence.
Rather than arresting, the individual is offered the option of entering into treatment within
two weeks.
When an individual shows up for treatment, Julota alerts law enforcement.
If the individual fails to enter treatment voluntarily, law enforcement is alerted to take
corrective measures.
LEAD/Jail Diversion
Law Enforcement enrolls individuals into Julota that have serious behavioral health issues
or are low-level offenders engaged in drug or prostitution activity.
Through Julota, they build a community care team including mental health, substance
abuse, and other community-based services.
Law enforcement and/or social services track individual progress in Julota across the care
continuum and present an aggregated case management file to the Judge.
N/ Judge will allow case management to continue (in lieu of jail time) if progress is maintained.
DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039
Recovery -Oriented Opioid Addiction Treatment / MAT
Enroll a willing opioid addicted patient into program through Julota case management.
Hospital nurse will initiate the following induction phase:
• Psychiatric evaluation
• Physical
• Biopsychosocial/initial treatment plan
• La bs
• Medication reconciliation
• Initiate daily clinic visits clinical
o Initiate medication administration and observation
■ Subutex (Buprenophine),
■ Suboxone (Buprenorphine/Naloxone), or
■ Vivitro (Naltrexone) and medication -assisted detoxification/taper with Subutex or
Suboxone
o Manage medications
o Educate on medications
o Record evidence -based assessment
f Julota initiates an intensive outpatient stabilization phase with integrated primary care
Y services.
After stabilization, Julota initiates a maintenance phase with ongoing peer support,
medication management and a compendium of supportive services.
Overdose Outreach
Julota flags the Opiate Outreach Team to see what overdose events have been identified
V from the previous day.
The team attempts to reach out to the individuals up to 5 times over the course of the next
V 3 days via phone or direct contact.
When meeting with the individual, the team provides education around overdosing and
naloxone use.
A naloxone kit is left with the individual and the team offers to connect them to other
t resources through Julota such as rehab and food assistance.
DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039
Electronic Consent
Many community organizations cannot exchange health data with one another, let alone
Behavioral Health, EMS/Fire, Law Enforcement, or other community agencies. Julota bridges the
gap between organizations that use different law enforcement CAD Systems, EHR (electronic
health record) systems, and between EHRs and EMS ePCR (electronic patient care reporting)
system and law enforcement.
For example, EMS often work with law enforcement across a whole community to improve
outcomes for their patients. However, interoperable data systems are needed if the care
coordinator is to effectively track whether a member received the medical and non-medical
services they needed after an M1 Hold, hospital discharge, an opioid overdose, a visit to the
emergency room, or other events.
Julota's platform uses cloud computing technology to offer software as a service, or SaaS, to
communities to help them connect better and make their systems interoperable. We are
committed to working with you to make sure you get what you need From this solution. It opens
up opportunities fot your community to work together more efficiently.
We listen carefully to the needs of our clients and work collaboratively with them to solve
problems and maximize the use of this tool. Our goal is to make it as easy as possible for you and
your staff to use the platform while maintaining the highest data security standards and privacy.
At Julota, we are proud of the interoperability platform we have developed to store an
organization's data in the cloud. Keeping the community connected through this software as a
service means organizations can save money and work more efficiently together to safeguard the
public.
Julota shall facilitate the city to establish a citywide functional, cloud -based tracking software that
centralizes the storage of all patient data into a single data repository that supports multiple data
sources, user access and makes available for aggregation, searchability, and ad hoc reporting.
DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039
Denton Police Department's Crisis Intervention
Response Team
We are excited to join with Denton PD in their commitment toward improved outcomes and
healthier citizens through the Crisis Intervention Response Team (CIRT) initiative. Through
innovative procedures and best -in -class practices, CIRT programs have proven to strengthen
community relationships, improve outcomes, reduce crime, and mitigate burdens on the criminal
justice system. Thank you for considering Julota as the platform to launch this initiative. This
document will provide our understanding of your program goals while outlining the scope and
pricing necessary to meet them.
Our Understanding
The US Department of Justice's Bureau of Justice Statistics shows >50% of incarcerated persons
have a mental behavioral health illness. Matt Zavadsky, President of NAEMT shares that 80% of all
individuals who overuse the 911 emergency system have at least one diagnosable behavioral
health disorder. We also understand 55% of US Healthcare dollars are spent on less than 5% of the
population who are improperly using community resources. First responders are a community's
front-line to meet these participants offering the greatest opportunity to reduce risk, lower costs,
and increase health.
Denton PD is at the leading edge of innovative client -focused programs as seen by adopting CIRT.
CIRT is a unique program that will share clients and work with Denton PD's Homeless Outreach
Team (HOT) program. Per Chief Dixon, "there's a natural intersection between what our homeless
outreach team does and mental illness," HOT and CIRT incorporate a model approaching clients to
meet them exactly where they are. HOT will build relationships with individuals moving them from
homelessness to housing. This movement requires high levels of trust and relationship -building to
achieve successful outcomes. CIRT also requires a high-level of trust though many relationships
are fostered through community resources and partners who will be connected by the team. The
unique initiative is founded from a client -centric philosophy delivering community transparency.
The innovative approach allows case managers to get the individual help while connecting them
to basic needs and supports. It's our understanding both CIRT and HOT align with Denton PD's
mission and goals for the community.
Overview
This proposal includes our Julota platform to support the CIRT and HOT programs. These
programs effort to mitigate arrests and incarcerations by diverting clients to appropriate resources
while increasing access to assistance and housing the homeless. We will be eliminating phone
referrals while introducing accountability and closing the feedback loop. This includes: integrating
with other data sources, enabling community resources to share information around clients, case
management, data population of longitudinal records, and utilization of alerts and notifications.
Our implementation package covers:
• customization of the Julota platform to each hubs workflows and program strategies
• migration of existing program data, from each program, into the Julota platform. Note: 1've
selected this for HOT only as, I believe, you mentioned CIRT is not yet operational.
• initial training for the hub
■ additional platform customization for the hub's reporting needs.
DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039
This solution is set up to be turn -key. Once you have signed a contract with us we will identify with
each hub's specific reporting needs and other software systems that are mission -critical to
integrate prior to launch. Additionally, we will outline any full -level integrations necessary along
with their associated costs. We will deliver a training environment that will mirror production, with
a changeover to full production when ready.
I've included Julota Basic Support Service which includes access to the help desk, phone support
M -F, 9 am - 5 pm MST for basic questions around platform use, three (3) hours per month per hub
ongoing access to the individual who worked with each hub as their Implementation Specialist.
Critical severity response will be within four (4) hours.
I've also included a Julota Project Manager (PM) Consultant who will understand your immediate
and long-term program goals, phased roll-out timelines, interfaces needed, and customization
work necessary to ensure these pieces fit together and roll out seamlessly. The PM will direct the
Julota Implementation specialist on priorities as the PM will be aligned with your priorities.
I did not include Julota's white -glove Elite Support which includes a dedicated representative and
phone line for each participating hub, help desk access, and 24-hour phone support for anyone
within the hub's coverage area. For each participating hub Julota will add up to ten (10)
community partners per year, four (4) hours of one-on-one training per month, one group training
of up to two (2) hours. This level of support is highly recommended for programs who believe they
will either add additional programs, enlarge their teams, will be highly involved within their
community, or plan on growing their list of community partners throughout the year. Critical
severity response will be within one (1) hour.
ONE-TIME FEES QTY PRICE PER TOTALS
Implementation Package per Hub
1
$4,800
$4,800
• Workflow understanding and guidance
2
Included
Included
• Module per Hub
2
Included
Included
• PDF Workflow Training Documents
1
Included
Included
• Premium Launch Support (7 days)
1
Included
Included
• Sixty (60) Minute Video Training Sessions
2
Included
Included
• Custom Forms and Assessments
1
Included
Included
• Dataset Migration
1
Onboarding Community Partners
1
$200
$200
Interfaces
1
$1,200
$1,200
CJIS / SAMHSA 42 CFR Part 2 Workflow Validation
0
$16,000
$0
TOTAL 0N E -TI M E FEES
$6,200
DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039
RECURRING FEES
QTY
PRICE PER
TOTALS
Julota Platform License
$7,850
Hubs
1
$5,000
$5,000
Community Partner Organizations
1
$100
$100
Community Resource Organizations
15
$0
$0
Interfaces One -Way
0
$1,200
$0
Interfaces 2 -Directional
1
$2,400
$2,400
Monthly Actives Converted into Annual
1,500
$4
$0
Module - Patient Notification
0
$1,200
$0
Module - Telemedicine
0
$2,400
$0
Module - Digital Faxing
0
$600
$0
Module - Surveys
0
$600
$0
Modules - Instant Messaging
0
$1,200
$0
Module - Mobile App
0
$4,800
$0
Module - Clinical
1
$900
$900
Module -SAM HSA 42 CFR Part 2
0
$3,600
$0
Module - CJ IS
0
$3,600
$0
Basic Report Package - Six (6) Reports
1
$1,800
$1,800
Extended Report Package - Fifteen (15) Reports
0
$2,400
$0
Tableau Research and Analysis Reporting
0
$3,000
$0
TOTAL RECURRING FEES
$24,050
JULOTA SUPPORT SERVICES
QTY
PRICE PER
TOTALS
Julota Project Manager Consultant
1
$4,800
$4,800
• Included for each Hub:
o Access to Implementation Specialists up
Included
Included
to 3 hours per month
o Help Desk access via web portal
Included
Included
o Email access
Included
Included
o Severity response for critical issues via
Included
Included
hotline - 4 hours
*Post -implementation Development time
charged $200/hour
TOTAL ONE-TIME FEES
$4,800
DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039
JULOTA PROJECT MANAGER CONSULTANT QTY PRICE PER TOTALS
Julota Project Manager Consultant
• Included for each Hub:
o Provide technical consulting
o Provide business consulting
o Provide product expertise
o Produce and manager client -facing
documentation
o Direct implementation to client goals and
timelines
TOTAL ONE-TIME FEES
$8,750 $8,750
Included
Included
Included
Included
Included
Included
Included
Included
Included Included
$8,750
GRAND TOTAL YEAR ONE $43,800
DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039
Testimonials
Dana Yost -Chief Operating Officer Northwest Medical
The county gave us six months to develop the MIH program. Like most EMS,
our data systems were incident -based, but with MIH we needed to keep track
of who we saw, how many times and what we saw them for. We also needed to
be able to share that information. Julota has worked hard to create a data -
sharing program that works for us. They have created bridges with other
software vendors that serve different parts of the healthcare system. One
software that is focused on hospital emergency visits and Julota receives data
from that source, so we are alerted to when one of the patients we serve has
gone to the emergency room. Another software collects data for 911/EMS, and
Julota gets data from that source. It also integrates EHR data from hospitals.
Jess Beaulieu, PACT Program Manager & Mental Health Program
Administrator
We run a co -responder program called PACT (Pitkin Area Co -responder Teams)
pairing mental health clinicians with police to prevent unnecessary criminal
justice involvement for low-level offenders with behavioral health symptoms or
diagnoses. Since we are rural, we must coordinate services over a large
geographical area, and we work with three different law jurisdictions. Julota
has provided a central platform by which to collect vital data and statistics
about the efficacy of our program. Julota is highly customizable, so we were
able to tailor workflows to the specific needs of our partners, and consequently,
there is no aversion to using it. The Julota staff have been very responsive and
patient with our development process and change requests, and while we
currently use the platform mostly to track law data, our mental health
clinicians will soon be entering their information into it, as Julota is a HIPAA
and 42CFR compliant technology. We look forward to exploring the potential
of this platform in the coming years!
=eth Pirg: Ct«, o " Adn'1irlistra tiv servi� e-&
Peace Island Medical Center has embraced the Community Health Needs
Assessment process as a means of realizing our mission. Our mission includes
building a strong healthy community by engaging with our community
partners to identify disparities and to prioritize community health needs. Julota
provides our community a common information exchange that flows us to
track coordination of referrals to address social and economic health needs for
our patients outside the hospital walls. Healthier communities enable all of us
to rise to a batter life. Julota is an important community connects technology
that will assist us in creating a better future for our community.
Darin Reid, Community Resource Paramedic Program
Manager, North County Fire & EMS
With Julota in [my] 37 years of working in EMS, this was the first time I've seen
all the local community organizations and services work together.
DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039
U%JIJulota @
Julota Implementation Timeline
The following steps are provided as a guideline for what to expect during Implementation.
Please note that the time to completion is dependent on the Client responding to Julota within
the expected timeframe.
Total Estimated Time to Completion: 6-8 weeks from Kickoff Meeting
Step
Responsible
Time to
Task
Party
Complete
1
Client
2 weeks
Client completes Implementation Packet
• Current process flow worksheets
• Current workflow worksheets
• Community partner worksheets
• Document Requests'
Implementation Packet will be sent to the
Authorized User after contract signing
2
Julota
1 week
Schedule Kickoff meeting with Client after
return of Implementation Packet
3
Julota
TBD
Kickoff meeting
Agenda
- Review worksheets, initial configuration,
and integrations and data needs
- Verify ROIs, consents, refusals,
assessments, reports, and required data
points
- Identify the minimum set of
requirements for launch (MVP)
4
Client
2 weeks from
Deliver any outstanding documents2 and
the kickoff
initiate contact with key parties for
meeting
integrations and interfaces
_ .1
DocuSign Envelope Q F26EF5FA-8AB5-443C-8BD7-0344EE2E2039
Step
Responsible
Time to
Task
Party
Complete
5
Julota
2-6 weeks from
Platform configuration and customization
completion of
Step 4
6
Client
1 week from
Client review and approval of platform and
completion of
workflows
MVP
7
Julota
1 week from
Scheduling Administrative' & User training
completion of
sessions
Step 6
8
Julota
1 week from
Softlaunch
completion of
Step 7
Platform and workflow validation phase with
a limited set of users/organizations
9
Julota
2 weeks from
Full launch with Elite Support Services
completion of
Step 8
Testing complete. Engagement and
Outcomes were successful
1. Begin the U -O Entry worksheet, this will be used during administrative training and is due prior to that
scheduling (Step 7)
2. Example: Logo, Report samples. Any documents received after this point will be placed in the regular
development queue and will not be considered part of Implementation.
3. Testing workflows, understandings, real-world scenarios, and user/organization engagement. This phase is to
identify any holes or gaps in workflows, plans, responsibilities, or roles and requires involvement from all
parties. Expect to give continuous feedback around Julota workflows and processes.
CONFIDENTIAL - DO NOT DISSEMINATE I C- `-
DocuSign Envelope ID: F26EF5FA-8AB5443C-8BD7-0344EE2E2039
Exhibit G
CONFLICT OF INTEREST QUESTIONNAIRE
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 8'4th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as
defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after
the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
I Name of vendor who has a business relationship with local governmental entity.
Touchphrase Development, LLC dba Julota
2
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7' business day after the
date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.
3 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business
relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes F-1 No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer
named in this section AND the taxable income is not received from the local governmental entity?
0 Yes F-1 No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an
officer or director, or holds an ownership of one percent or more?
Yes F] No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
® 1 have no Conflict of Interest to disclose.
5
09/17/2021
Signature of vendor doing business with the governmental entity Date
DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039
Exhibit H
Statement of Work No.1
1. This Statement of Work No.1 ("SOW"), effective on
the date this SOW is fully executed ("Effective Date"), is made
by and between TouchPhrase Development, LLC d/b/a
Julota, which has a place of business at 102 S. Tejon St., Ste.
1100, Colorado Springs, CO 80903 ("Contractor"), and the
City of Denton, Texas, which has a place of business at
901 B Texas St, Den(t@W'),T* Z§ ge for the
mutual promises contained herein, the receipt and legal
sufficiency of which are acknowledged. Contractor and City
shall be collectively referred by as the "Parties".
Contractor provides a platform for organizations: a)
to provide services directly to individuals seeking assistance
through it; b) to coordinate with other individuals or
organizations to provide services to individuals seeking
assistance that it does not provide directly; c) to cooperate with
other organizations to identify services needed for individuals
seeking assistance; or d) to assemble, monitor and direct Care
Team(s) (defined below).
DEFINITIONS.
1.1 Care Team means multiple individuals or
organizations used or assembled by or through City or on
behalf of City or in conjunction with City to assist City, directly
or indirectly, in providing to a Help Seeker (defined below) the
assistance he or she seeks or requires. A Trusted Partner is
part of a Care Team.
1.2 City Data means any data collected through the
provision of these services, excluding publicly available data
and data previously obtained by Contractor. City Data may
include Personal Data.
1.3 City Website means the website owned and operated
by City as identified in the applicable Order Schedule.
1.4 Contractor API means the Contractor application
programming interface, scripts, widgets, embeddable snippets
and other tools that allow City to integrate the City's website
or any other system of City with all or part of the Hosted
Services.
1.5 Documentation means any user guide, help
information and other documentation and information
regarding the Hosted Service that is delivered by Contractor
to City in electronic or other form, if any, including any updates
provided by Contractor from time to time.
1.6 Health Privacy Laws means (i) the Health Insurance
Portability and Accountability Act of 1996, as amended and
including any implementing regulations ("HIPAA"); (ii)
HITECH; (iii) 42 C.F.R. Part 2; and (iv) any other applicable
federal or state statute, regulation, administrative or judicial
ruling requiring a Party to protect the confidentiality, privacy
and/or security of Personal Data and other healthcare -related
information pertaining to Help Seekers.
4867-9064-2948.v1
1.7 Help Seeker(s) means the individual seeking
assistance from or through the City for health or non -health
related assistance.
1.8 Hosted Service means the real-time website service
hosted by Contractor and provided to City from time to time.
The Hosted Service includes any change, improvement,
extension or other new version thereof that is developed or
otherwise made available to City.
1.9 Personal Data means any personal information that
Contractor collects, receives, or obtains, from City that does
or can identify a specific individual or by or from which that
specific individual may be identified, contacted or located,
such as the individual's name, address, social security
number, or any information that applicable law defines as
personally identifiable information. Personal Data may include
Protected Health Information (defined below).
1.10 Platform means all ideas, concepts, inventions,
systems, platforms, software, interfaces, tools, utilities,
templates, forms, content, graphics, techniques, methods,
processes, algorithms, code, know-how, trade secrets and
other technologies, implementations and information that are
used by Contractor in providing the Contractor services,
including any innovations, revisions, enhancements,
upgrades or improvements of the foregoing.
1.11 Protected Health Information or PHI shall have the
same meaning as the term "protected health information" as
defined under HIPAA.
1.12 Services means, collectively, the Hosted Service,
Platform, Contractor API (if available or applicable), and
Documentation, and the services as described in the
applicable Service Order (defined below).
1.13 Trusted Partner means any organization that
provides services to a Help Seeker through City utilizing the
Hosted Service.
2. SERVICES. Subject to the terms and conditions of
this Agreement, Contractor will provide City with access to the
Services as described in each Service Order Document
"Service Order". The first Service Order will be Addendum A-
1 and each subsequent Service Order under this SOW will be
designated "Addendum A-_", completing the blank for each
subsequent Service Order with the appropriate number, in
ascending numerical order. Each Service Order must be
executed by the Parties in order to be enforceable and will be
subject to the terms of this SOW. In the event of any conflict
between the terms and conditions of this SOW and the terms
and conditions of a Service Order, the terms and conditions of
the Service Order shall govern as to that Service Order only.
City's use of the Services is subject to this SOW and the
applicable Service Order. Unless expressly stated otherwise
in the applicable SOW, the Standard Contract Document and
page 33 of 54
DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039
Standard Contract General Conditions that are executed
contemporaneously with this SOW will supersede inconsistent
terms in the SOW or Service Order.
3. LICENSE GRANT.
3.1 License Grant to City. Subject to the terms and
conditions of this SOW, Contractor grants City, during the
term of the applicable Service Order and the term of this
Agreement (whichever period is shorter), a non-exclusive,
non -transferable right and license to access and use the
Services as provided for in the applicable Service Order. The
Services will also be provided pursuant to the service levels
set forth in the Service Level Agreement ("SLA"), which is
attached to this SOW as Addendum B.
3.2 License Restrictions for City. City shall not, directly
or indirectly, permit any third party to: (i) reverse engineer,
decompile, disassemble or otherwise attempt to discover the
source code or underlying ideas or algorithms of the Services;
(ii) modify, translate, or create derivative works based on the
Services; (iii) rent, lease, distribute, sell, resell, assign, or
otherwise transfer its rights to use the Services; (iv) make the
use of the Services available to anyone other than for its own
internal purposes; (v) use the Services for timesharing or
service bureau purposes or otherwise for the benefit of a third
party; (vi) remove any proprietary notices from the Services or
any other Contractor materials furnished or made available
hereunder; (vii) publish or disclose to third parties any
evaluation of the Services; (viii) use the Services in automatic,
semi-automatic or manual tools designed to create virus
signatures, virus detection routines, or any other data or code
for detecting malicious code or data; or (ix) use the Services
to build a competitive product or service, or copy any features,
functions or graphics of the Services.
3.3 API License. If provided for in the applicable Service
Order, Contractor hereby grants City, during the term of the
applicable Service Order, a nonexclusive, nontransferable,
nonassignable, license to access and use the Contractor API
solely in connection with its use of the Services.
3.4 License Grant to Contractor. Subject to the terms
and conditions of this SOW, City grants Contractor, during the
term of this Agreement and the applicable Service Order, a
non-exclusive, non -transferable, non-sublicensable license
for it to use City Data and its trademarks (the "Marks") for the
sole purpose of providing the Services or as otherwise set
forth in this Agreement. City reserves all ownership and other
rights in the City Data and the Marks not expressly included
herein and nothing in this Agreement shall be deemed to
convey or transfer to Contractor any ownership rights in or to
the City Data or the Marks. Notwithstanding the foregoing,
City understands that it may not be the exclusive owner of City
Data.
3.5 License Restrictions for Contractor. Contractor's
license to the Marks is subject to the following restrictions: (i)
all of Contractor's uses of the Marks must be preapproved by
City; (ii) Contractor shall not use any Marks in such a way as
to give the impression that they are the property of anyone
4867-9064-2948.v1
other than City; and (iii) Contractor shall comply with City's
trademark guidelines, if any, and any other reasonable
requirements established by City concerning the style, design,
display, and use of its Marks. City's trademark guidelines, if
any, are attached as Addendum C.
4. PRIVACY. Contractor may collect or store City Data,
which may contain Personal Data concerning Help Seekers in
connection with the provision of the Services. Contractor will
comply with its non -disclosure obligations set forth in this
Agreement. The Parties agree to comply with the
requirements of all Health Privacy Laws. The Parties agree
that Contractor will serve as a Business Associate with respect
to certain Services it provides to City. Accordingly, as it applies
to such Services, the Parties shall execute and abide by the
terms set forth in the business associate agreement attached
hereto and incorporated herein as Addendum D ("BAA").
5. PASSWORDSISECURITYIDISCLOSURE.
5.1 Passwords. City is responsible for maintaining the
confidentiality of its passwords. City is solely responsible for
any and all activities that occur under its account and all
charges incurred from use of the Services accessed with
City's passwords. City agrees to notify immediately
Contractor of any unauthorized use of City's account or any
other breach of security known to City. Contractor shall have
no liability for any loss or damage arising from City's failure to
comply with these requirements.
5.2 Security. Contractor will maintain the Services at a
third party hosting facility and will implement industry standard
security precautions, which are intended to prevent
unauthorized access to City Data. City acknowledges that,
notwithstanding such security precautions, use of, or in
connection to, the internet provides the opportunity for
unauthorized third parties to circumvent such precautions and
gain access to the Services and City Data.
5.3 Disclosure. City agrees that Contractor and its
agents, which have agreed to confidentiality obligations at
least as restrictive as Contractor's obligations in this SOW,
can access City Data and its account information in order to
respond to its service requests and/or as necessary, in
Contractor's sole discretion, to provide City with the Services.
Contractor will not otherwise disclose such data except if
compelled by law, permitted by City, or pursuant to the terms
of the BAA and the terms of Contractor's Privacy Policy, which
is available at www.Julota.com/privacy/ (the "Privacy Policy"),
which is incorporated into this Agreement. The terms of this
Agreement shall supersede any inconsistent terms in the
Privacy Policy.
5.4 Permission to Disclose. By submitting any Help
Seeker's Personal Data to the Hosted Services and providing
said Personal Data to Contractor for processing, City warrants
that it has: (i) legal authority to disclose such Personal Data in
compliance with applicable law, which includes without
limitation, Health Privacy Laws and (ii) if required by applicable
law, this Agreement, or Contractor's Privacy Policy or other
policies, the necessary permissions, authorizations and
page 34 of 54
DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039
consents from the Help Seekers that it enters Personal Data
about through the Services and for the viewing and processing
of their Personal Data and City Data by Contractor, its agents,
third party service providers, other organizations utilizing the
Hosted Services to provide assistance to Help Seekers, and
Care Teams as set forth herein.
6. OWNERSHIP.
6.1 With the exception of City Data, the Platform, the
Hosted Services, and all information, reports, studies, object
and source code (including without limitation the Services and
all modifications, enhancements, additions, upgrades, or other
works based thereon or related thereto), flow charts, product
documentation, diagrams, specifications, methods and other
tangible or intangible material of any nature whatsoever
produced through or as a result of or related to any product,
service or deliverable (collectively, "Works") or development of
any data analytics or usage models hereunder, and all
patents, copyrights, trademarks and other proprietary rights
related to such Works and models, shall be the sole and
exclusive property of Contractor, its Affiliates (defined below)
or their third party providers (collectively, "Contractor
Property"). Nothing in the Standard Contract Document, the
Standard Contract General Conditions, or the SOW shall
convey to City any title to or ownership of any Contractor
Property. City hereby irrevocably assigns and transfers to
Contractor, its Affiliates or their third party providers all rights,
title, and interest in any such Works and models. "Affiliate"
means an entity that controls, is controlled by, or under
common control with a Party, where "control" means the direct
or indirect ownership of more than 50% of the voting securities
of such entity or Party. No rights are granted to City hereunder
other than as expressly set forth herein.
6.2 City acknowledges and agrees that Contractor shall
have the right to utilize data capture, syndication, and analysis
tools, and other similar tools, to extract, compile, synthesize,
and analyze any non -personally and non -City identifiable data
or information resulting from City's use of the Services
("Statistical Data"). Statistical Data does not include any
Personal Data and may be collected by Contractor for any
lawful business purpose without a duty of accounting to City,
provided that the Statistical Data is used only in an aggregated
form, without specifically identifying the source of the
Statistical Data. Except for the limited rights granted herein,
at no time shall Contractor acquire any ownership, license,
rights or other interest in or to the City Data, all of which shall,
as between City and Contractor, be and remain the
confidential and proprietary information of City.
6.3 Contractor shall have a royalty -free, worldwide,
transferable, sub -licensable, irrevocable and perpetual license
to incorporate into the Services or otherwise use Statistical
Data, any suggestions, enhancement requests,
recommendations or other feedback Contractor receives from
City.
CUSTOMER OBLIGATIONS.
4867-9064-2948.v1
7.1 Process. City shall assign two (2) representatives
who will be responsible for all communications with Contractor
related to the use of the Services.
7.2 Conduct. City is and will be solely responsible for its
actions and the actions of its authorized users while using the
Services. City is and will also be solely responsible for the
actions of each Care Team and each of the Care Team's
officers, directors, members, employees, agents, contractors,
subcontractors and individual(s) related to City's use of the
Services or the provision of assistance to any Help Seeker.
City is and will be responsible for all claims made by a Care
Team related to any transaction related to the Services. City
acknowledges and agrees that Contractor is not liable for, or
responsible to, remediate any issues found on City's network
or in City's web traffic through the Services. In addition to the
conduct restricted in Section 3.2 (License Restrictions for
City), City agrees, on behalf of itself and its authorized user(s)
to: (i) abide by all laws and regulations including, without
limitation, all laws applicable to any service City provides or
any Care Team provides to a Help Seeker and all laws
applicable to the transmission of technical data exported from
the United States through the Services and to wireless e-mail
marketing and advertising; (ii) not to upload or distribute in any
way content that contain viruses, corrupted files, or any other
similar software or programs that may damage the operation
of the Services or another's computer or mobile device; (iii) not
to use the Services for illegal, fraudulent, unethical or
inappropriate purposes; (iv) not to interfere or disrupt networks
connected to the Services or interfere with the ability of others
to access or use the Services; (v) not to distribute, promote or
transmit through the Services any unlawful, harassing,
libelous, abusive, threatening, harmful, vulgar, obscene,
pornographic, indecent, defamatory, hateful, racially,
ethnically, unwanted or otherwise objectionable material of
any kind or nature; (vi) not to transmit or post any material that
encourages conduct that could constitute a criminal offense or
give rise to civil liability; (vii) not to interfere with another
customer's use and enjoyment of the Services or another
entity's use and enjoyment of similar services; (viii) not to
engage in, or permit others to engage in, contests, chain
letters or post or transmit "junk mail," "spam," "chain letters,"
or unsolicited mass distribution of e-mail; and (ix) to comply
with all regulations, policies and procedures of networks
connected to the Services, Contractor, or Contractor's service
providers, as the same may be promulgated from time to time.
Contractor may remove any violating data on the website
posted or stored using the Services or transmitted through the
Services, without notice to City; however, Contractor has no
obligation to do so.
7.3 If necessary to comply with applicable law to permit
Contractor's processing of City Data, City shall maintain
privacy policies on its website and shall deliver printed hard
copies of its privacy policies to each Help Seeker prior to
entering any information about the Help Seeker through the
Services. City will ensure that its practices for storing and
safeguarding Help Seeker related information are consistent
with industry privacy, security standards and all applicable
page 35 of 54
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legal requirements. City must obtain the necessary
authorizations and its privacy policy must include the following
disclosures and terms sufficient to allow for: (i) the collection
and processing of data from Help Seekers, including any
Personal Data from a Help Seeker; (ii) Contractor's processing
of Help Seeker data; (iii) the use of Personal Data belonging
to Help Seekers as contemplated in the provision of the
Services and in the applicable Service Order; (iv) the
maintenance and retention of Personal Data after assistance
is rendered by City to a Help Seeker; v) the processing and
sharing of Personal Data and other data of Help Seekers with
other organizations utilizing the Hosted Services and by Care
Teams; and (vi) the sharing and utilizing of each Help Seeker's
Personal Data and the aggregate data derived therefrom by
Contractor. City shall be solely responsible for obtaining and
maintaining documentation of any and all legally required
written permissions, consents or authorizations from Help
Seekers before a Help Seeker's Personal Data is provided to
Contractor or placed on the Platform. Any and all information
provided by City to Contractor via the Hosted Services or any
other Services relating to any Help Seeker's permissions,
consents or authorizations shall be accurate and valid. City
shall notify Contractor, on a form provided and/or approved by
Contractor, of any restrictions on the use or disclosure of a
Help Seeker's Personal Data that City is required to abide by
to the extent that such restriction may affect Contractor's use
or disclosure of that Help Seeker's Personal Data. City shall
notify Contractor of any changes in, or revocation of, the
permission, authorization or consent by a Help Seeker for City
to disclose such Help Seeker's Personal Data on the Platform.
Notwithstanding the foregoing revocation or change in
authorization, Contractor may retain copies of that data in read
only format in order to comply with its statutory or regulatory
requirements or to defend against a claim or complaint.
8. FEES AND TAXES.
8.1 Fees. City agrees to pay Contractor the fees set forth
on the applicable Service Order for the Services, in
accordance with the fees, charges, and billing terms set forth
in this SOW (collectively, "Fees"). All Fees are quoted in
United States currency. Except as otherwise provided in this
Agreement, Fees are non-refundable.
8.2 Additional Charges. City shall pay travel and living
expenses and other out-of-pocket expenses reasonably
incurred by Contractor in connection with the Services. As
applicable, such out-of-pocket expenses shall be incurred in
accordance with Contractor's then -current corporate travel
and expense policy. If an out-of-pocket expense is listed in an
Addendum, such expense may be changed to reflect changes
issued by the applicable vendor. All expenses incurred by
Contractor for which it seeks reimbursement from City
must be preapproved in writing by City.
8.3 Payments. Unless stated otherwise on the applicable
Service Order, all Fees are due and payable by City within
thirty (30) days after the invoice date. Any payment not
received from City by the due date shall accrue (except with
respect to charges then under reasonable and good faith
4867-9064-2948.v1
dispute), at the lower of one and a half percent (1.5%) of the
outstanding balance per month (being 18% per annum), or the
maximum rate permitted by law, from the date such payment
is due until the date paid. City shall also pay all sums
expended (including, without limitation, reasonable legal fees)
in collecting overdue payments.
8.4 Taxes. All Fees set forth in this SOW are exclusive of
all taxes and similar fees.
9. TERM. This SOW commences on the Effective Date
and shall continue for one (1) year, unless earlier terminated
in accordance with this SOW. Following the initial Term, this
SOW shall renew for (4) four additional twelve (12) -month
periods unless either party provides written termination notice
60 days prior to the end of the Term.
10. TERMINATION.
10.1 Breach. Except as otherwise provided in this Section
10, either Party shall have the right to terminate this SOW or
the applicable Service Order upon written notice if the other
Party has breached a material term of this SOW or the
applicable Service Order and has not cured such breach
within thirty (30) days of receipt of notice from the non -
breaching Party specifying the breach.
10.2 Insolvency. Either Party shall have the right to
terminate this SOW if (i) the other Party has a receiver
appointed for it or its property; (ii) any proceedings are
commenced by the other Party under a Chapter 7 bankruptcy;
or (iii) the other Party is liquidated or dissolved.
10.3 Failure to Pay/City Conduct. Contractor shall have
the right to suspend or terminate access to the Services, at its
sole option, with or without notice to City, if: (i) any payment is
delinquent by more than sixty (60) days, or (ii) if City breaches
Sections 3.2, 5 or 7 of this SOW.
10.4 Immediate Termination. Contractor may
immediately suspend or terminate this SOW or the applicable
Service Order, in its sole and absolute discretion, if City
violates Section 7.2 of this SOW or violates or misappropriates
Contractor's intellectual property rights related to the Services.
10.5 Effect of Termination. Termination of this SOW will
terminate all Service Orders. Termination of the Standard
Contract Document and Standard Contract General
Conditions will terminate this SOW. Termination of an
individual Service Order will only terminate that Service Order
and will not result in the termination of this SOW, unless the
Service Order provides otherwise. Contractor shall not be
liable to City or any third party for suspension or termination of
City's access to, or right to use, the Services under this SOW.
If City terminates this SOW or a Service Order pursuant to
Section 10.1 or if Contractor terminates this Standard Contract
Document and Standard Contract General Conditions, or this
SOW, or a Service Order without cause, City will be obligated
to pay the balance due for the Services up to the date of
termination. If Contractor terminates the Standard Contract
Document and Standard Contract General Conditions, or this
SOW or a Service Order pursuant to Section 10.1 or if City
page 36 of 54
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terminates the Standard Contract Document and Standard
Contract General Conditions, or this SOW or a Service Order
without cause, City shall pay any unpaid fees through the date
of termination and shall pay any unpaid fees covering the
remainder of the term of all SOWS, if the Standard Contract
Document and Standard Contract General Conditions are
terminated, the Service Orders if the SOW is terminated, or
the applicable Service Order, if only the Service Order is
terminated. Upon the effective date of termination of this SOW
for any reason, City's access to the Services will terminate and
City shall cease accessing and using the Services
immediately and Contractor shall cease use immediately of
any Marks. With the exception of Statistical Data, upon
termination of this Agreement, Contractor will export all
Customer Data to an industry standard format and return it to
Customer. Sections 3.2, 4, 5, 6, 8 through 16 and 18 of the
Standard Contract Document and Standard Contract General
Conditions or this SOW shall survive termination for any
reason.
11. CONFIDENTIALITY.
11.1 Obligations. To the extent permitted by law: Each of
the Parties agrees to maintain in confidence any proprietary or
non-public information of the other Party, whether written or
otherwise, disclosed by the other Party in the course of
performance of the Standard Contract Document and
Standard Contract General Conditions and this SOW that a
Party knows or reasonably should know is considered
confidential by the disclosing Party ("Confidential
Information"). The Parties hereby agree the terms and
conditions of this SOW, and any discussions related to the
Services shall be considered Confidential Information.
Confidential Information also includes: (i) trade secrets and
proprietary information (including that of any client, supplier or
licensor); (ii) customer lists, client lists, business plans,
information security plans, business continuity plans, requests
for proposals or requests for information and responses to
such requests that the Parties may change after the Effective
Date, and proprietary software programs; and (iii) any other
information received from or on behalf of a disclosing party
that is marked confidential or that the recipient of the
information could reasonably be expected to know is
confidential. The receiving Party shall not disclose, use,
transmit, inform or make available to any entity, person or
body any of the Confidential Information, except as a
necessary part of performing its obligations hereunder, and
shall take all such actions as are reasonably necessary and
appropriate to preserve and protect the Confidential
Information and the Parties' respective rights therein, at all
times exercising at least a reasonable level of care. Each
Parry agrees to restrict access to the Confidential Information
of the other Party to those employees or agents who require
access in order to perform their obligations under this SOW
and who agreed to be bound by these obligations of
confidentiality and non -disclosure. Except as otherwise
expressly provided in this SOW, upon termination of this SOW
for any reason, and at the request of the disclosing Party, the
receiving Party shall promptly return or destroy (at the
4867-9064-2948.v1
disclosing party's option), all copies of the other Party's
Confidential Information. Notwithstanding the foregoing, each
Party may maintain archival copies of Confidential Information
for the applicable statutory periods.
11.2 Exclusions. Confidential Information shall not include
any information that is (i) already known to the receiving Party
at the time of the disclosure; (ii) publicly known at the time of
the disclosure or becomes publicly known through no wrongful
act or failure of the receiving Party; (iii) subsequently disclosed
to the receiving Party on a non -confidential basis by a third
party not having a confidential relationship with the other Party
hereto that rightfully acquired such information; (iv)
communicated to a third party by the receiving Parry with the
express written consent of the other Party hereto; or (v)
requests for information pursuant to the Freedom of
Information Act, or any open -records or public disclosure laws,
provided an exemption to said disclosure or other law
superseding the requirement for disclosure does not apply,
and provided that the disclosure does not include data solely
stored in the Hosted Service. A disclosure of Confidential
Information that is legally compelled to be disclosed pursuant
to a subpoena, summons, order or other judicial or
governmental process shall not be considered a breach of this
SOW; provided the receiving Party provides prompt notice of
any such subpoena, order, or the like to the other Party so that
such Party will have the opportunity to obtain a protective
order or otherwise oppose the disclosure.
12. WARRANTY.
12.1 Disclaimer of Warranties. EXCEPT AS EXPRESSLY
PROVIDED IN THIS AGREEMENT, THE SERVICES ARE
PROVIDED "AS IS," AND, TO THE MAXIMUM EXTENT
PERMITTED UNDER APPLICABLE LAW, CONTRACTOR
MAKES NO AND HEREBY DISCLAIMS ALL OTHER
WARRANTIES, REPRESENTATIONS, IMPLIED
WARRANTIES OR MERCHANTABILITY, WITH RESPECT
TO THE USE, MISUSE, OR INABILITY TO USE THE
SERVICES (IN WHOLE OR IN PART) OR ANY OTHER
PRODUCTS OR SERVICES PROVIDED TO CUSTOMER BY
CONTRACTOR, OR OTHERWISE UNDER THESE TERMS.
WITHOUT LIMITING THE FOREGOING, CONTRACTOR
DOES NOT WARRANT THAT ALL ERRORS CAN BE
CORRECTED, OR THAT USE OF THE SERVICES WILL BE
UNINTERRUPTED OR ERROR FREE. EXCEPT AS
EXPRESSLY PROVIDED IN THIS AGREEMENT,
CONTRACTOR DISCLAIMS ALL LIABILITY FOR ANY
MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR
POOR USE CONDITIONS OF THE SERVICE DUE TO
INAPPROPRIATE OR DEFECTIVE EQUIPMENT,
DISTURBANCES RELATED TO INTERNET SERVICE
PROVIDERS, TO THE SATURATION OF THE INTERNET
NETWORK, ERROR, OMISSION, INTERRUPTION,
DELETION, DEFECT, DELAY IN OPERATION OR
TRANSMISSION, COMMUNICATIONS LINE FAILURE,
THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS
TO, OR ALTERATION OF, USER COMMUNICATIONS,
PROBLEMS RELATED TO THE SERVICES OR ITS USE,
LOSS OF PERSONAL CONTENT, OR ANY OTHER
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REASONS. CONTRACTOR ALSO EXPLICITLY DISCLAIMS
ANY WARRANTIES RELATED TO BUSINESS RESULTS
THAT MAY BE OBTAINED BY USE OF THE SERVICES AND
SPECIFICALLY STATES NO SUCH REPRESENTATIONS
ARE OR HAVE BEEN MADE TO CUSTOMER. CUSTOMER
WILL BE SOLELY RESPONSIBLE FOR (1) ESTABLISHING
AND MAINTAINING AN INTERNET CONNECTION
SUFFICIENT FOR THE SERVICES TO FUNCTION
PROPERLY, (11) THE CONTENT AND EFFICACY OF ALL
MARKETING INITIATIVES, AND (III) FULFILLING ALL ITS
OBLIGATIONS TO HELP SEEKERS IN CONNECTION WITH
THE USE OF THE SERVICES. CUSTOMER WILL FOLLOW
PROPER BACK-UP PROCEDURES FOR ANY OTHER
PROGRAMMING AND ALL DATA TO PROTECT AGAINST
LOSS OR ERROR RESULTING FROM THE USE OF ANY
EQUIPMENT OR THE SERVICES. CUSTOMER AGREES
THAT CONTRACTOR AND THE PLATFORM AND
SERVICES DO NOT MAKE CLINICAL, MEDICAL OR
OTHER DECISIONS OR RECOMMEND, ENDORSE OR
MAKE ANY MEDICAL, CLINICAL OR RELATED
REPRESENTATIONS OR WARRANTIES. CUSTOMER
ASSUMES ALL RESPONSIBILITY IN CONNECTION WITH
DISCLOSING CUSTOMER DATA ON THE PLATFORM.
12.2 Open Source. Parts of the software for the Services
may be subject to the GPL (General Public License) for open
source software, and all warranties are disclaimed for such
parts by the Free Software Foundation, Inc. See the GNU
General Public License for more details. Similarly, parts of
such software may be subject to the MIT License for open
source software, and therefore, the following restrictions: MIT
grants permission, free of charge to any person obtaining a
copy of the software and associated documentation files, to
deal in the software without restriction, including without
limitation the rights to use, copy, modify, merge, publish,
distribute, sublicense, and/or sell copies of the software, and
to permit persons to whom the software is furnished to do so,
subject to the following conditions and notwithstanding
anything to the contrary in this Agreement: the software is
provided "AS IS" without warranty of any kind, express or
implied, including but not limited to, the warranties of
merchantability, fitness for a particular purpose and non -
infringement, In no event shall the authors or copyright
holders be liable for any claim, damages or other liability,
whether in an action of contract, tort or otherwise, arising from,
out of or in connection with the software or the use of other
dealings in the software.
12.3 Mutual Warranties. Each party represents and
warrants that: (i) it does not have any contractual obligations
that would prevent it from entering into this Agreement; and (ii)
it will comply with all laws and regulations directly applicable
to its performance of its obligations under this Agreement or
its use of the Services.
13. INDEMNIFICATION. Contractor shall indemnify,
defend, or at its option settle, any third party claim or suit
based on any third parry claim or suit based on a claim that
the provision of the Services violate applicable law or that the
Services (excluding any third party software) violate, infringe
4867-9064-2948.v1
or misappropriate any United States patent, copyright,
trademark or trade secret and Contractor shall pay any final
judgment entered against City in any such proceeding or
agreed to in settlement; provided (i) Contractor is promptly
notified in writing of such claim or suit, (ii) Contractor or its
designee has sole control of such defense or settlement, and
(iii) City gives all information and assistance requested by
Contractor or such designee. To the extent that use of the
Services is enjoined, Contractor may at its option either (a)
procure for City the right to use the Services, (b) replace the
Services with other suitable products, or (c) refund the prepaid
portion of the Fee(s) paid by City for the Services or the
affected part thereof. Contractor shall have no liability under
this Section 13 or otherwise to the extent a claim or suit is
based upon (1) use of the Services in combination with
software or hardware not provided by Contractor if
infringement would have been avoided in the absence of such
combination, (2) modifications to the Services not made by
Contractor, if infringement would have been avoided by the
absence of such modifications, or (3) use of any version other
than a current release of the Services, if infringement would
have been avoided by use of a current release.
THIS SECTION 13 STATES CONTRACTOR'S ENTIRE
LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE
REMEDY FOR INTELLECTUAL PROPERTY VIOLATION,
INFRINGEMENT AND MISAPPROPRIATION CLAIMS
BASED ON THE SERVICES.
14. LIMITATION OF LIABILITY.
14.1 . Limitation on Direct Damages. EXCEPT FOR
CONTRACTOR'S INDEMNIFICATION OBLIGATIONS IN
SECTION 13, IN NO EVENT SHALL CONTRACTOR'S
AGGREGATE LIABILITY, IF ANY, ARISING OUT OF OR IN
ANY WAY RELATED TO THIS SOW EXCEED 3 -TIMES THE
FEES PAID BY CUSTOMER FOR THE SERVICES FOR THE
PERIOD OF TWELVE (12) MONTHS PRIOR TO THE EVENT
THAT DIRECTLY GAVE RISE TO THE DAMAGES
CLAIMED, WITHOUT REGARD TO WHETHER SUCH
CLAIM IS BASED IN CONTRACT, TORT (INCLUDING,
WITHOUT LIMITATION, NEGLIGENCE), PRODUCT
LIABILITY OR OTHERWISE; PROVIDED, HOWEVER, ANY
DAMAGES RECOVERABLE AND PAID UNDER
CONTRACTOR'S INSURANCE POLICIES, WHICH ARE
DESIGNATED BY THE INSURANCE PROVIDER AS
PAYMENT FOR CITY'S LOSS, OR THE AMOUNT
DESIGNATED FOR THE LOSSES OF ALL OF
CONTRACTOR'S CUSTOMERS THAT EXCEEDS
CONTRACTOR'S TOTAL LIABILITY TO ITS CUSTOMERS,
ARE NOT SUBJECT TO SUCH CAP.
14.2 Waiver of Consequential Damages. EXCEPT FOR
CONTRACTOR'S INDEMNIFICATION OBLIGATIONS IN
SECTION 13, IN NO EVENT SHALL CONTRACTOR BE
LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE OR
CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT
LIMITATION, LOSS OF DATA (EXCEPT FOR ANY LOSS OF
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DATA CAUSED BY CONTRACTOR'SGROSS NEGLIGENCE
OR INTENTIONAL MISCONDUCT) OR LOSS OF PROFITS,
WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED
IN CONTRACT, TORT (INCLUDING, WITHOUT
LIMITATION, NEGLIGENCE), PRODUCT LIABILITY OR
OTHERWISE, EVEN IF CONTRACTOR HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.3 No Liability for Wrongful Third Party Disclosures.
Notwithstanding anything to the contrary herein, Contractor
will have no liability to City or any other organization or
individual related to the wrongful disclosure by City, the Care
Team, a Trusted Partner or any director, officer, employee,
agent or service provider of the foregoing.
15. NON -SOLICITATION. During the term and for a
period of twelve (12) months thereafter, Contractor and City
shall not knowingly, directly or indirectly, solicit, recruit, employ
or contract with any employees of one another.
16. INSURANCE. Contractor will maintain (and shall
cause each of its agents, independent contractors and
subcontractors performing any services hereunder to
maintain) at its sole cost and expense at least the following
insurance covering its obligations under this SOW:
16.1 Commercial' General Liability. With coverage of not
less than One Million Dollars ($1,000,000) each occurrence
(for bodily injury and for damage to property); including
coverage for premises and operations, contractual liability,
broad form property damage and products and completed
operations and Three Million Dollars ($3,000,000) in the
aggregate.
16.2 Cyber Liability Insurance. With coverage of not less
than Three Million Dollars ($3,000,000) in the aggregate which
shall include at a minimum coverage for (i) unauthorized
access by an outside party, which may take the form of a
"hacker attack" or a 'virus" introduced by a third party; (ii)
failure to prevent a party other than an insured from
unauthorized access to, use of, tampering with or introduction
of malicious code into data, programs or systems; and (iii)
breach of City's data.
16.3 Policy Terms. Such insurance shall name City as an
additional insured. A blanket endorsement or an additional
insured endorsement evidencing the policy shall be provided
to City upon execution. Contractor shall provide City with
written notice of any policy cancellation within thirty (30) days
of the receipt of such notice. Contractor shall obtain
replacement insurance policies meeting the requirements of
this Section 16.
17. GENERAL.
17.1 Notices. All notices to a Party shall be in writing and
sent to the addresses specified in this Agreement (and in the
case of Contractor, to the attention of the Chief Operating
Officer) or such other address as a Party notifies the other
Party, and shall be deemed to have been duly given when
received, if personally delivered; when receipt is electronically
confirmed, if transmitted by facsimile or email; three days after
4867-9064-2948.v1
it is sent, if sent for next day delivery by recognized overnight
delivery service; and upon receipt, if sent by certified or
registered mail, return receipt requested.
17.2 Dispute Resolution. Before initiating legal action
against the other Party relating to a dispute herein, the Parties
agree to work in good faith to resolve disputes and claims
arising out of this Agreement. To this end, each Party may
request that the other Party designate an officer or other
management employee with authority to bind such Party to
meet to resolve the dispute or claim. If the dispute is not
resolved within 30 days of the commencement of informal
efforts under this paragraph, either Party may pursue formal
legal action. This paragraph will not apply if expiration of the
applicable time for bringing an action is imminent and will not
prohibit a Party from pursuing injunctive or other equitable
relief to which it may be entitled.
17.3 Assignment. Neither Party may assign any of its
rights or obligations hereunder, whether by operation of law or
otherwise, without the prior written consent of Contractor (not
to be unreasonably withheld). Notwithstanding the foregoing,
either Party may assign this SOW in its entirety (including all
SOWs), without consent of the other Party, in connection with
a merger, acquisition, corporate reorganization, or sale of all
or substantially all of its assets, provided that, in the case of
City, the assignment is not to a direct competitor of Contractor.
In the event that either Party assigns its rights or obligations
hereunder, in violation of this Section, either Party may at its
election, terminate this SOW, provided it does so within sixty
(60) days of the date that written notice of the assignment is
provided to the non -assigning Party. Subject to the foregoing,
this SOW shall bind and inure to the benefit of the parties, their
respective successors and permitted assigns.
17.4 Entire Agreement. The Contract (City Contract
#7805) ("Contract") and the exhibits to the Contract, which
include this SOW and its addenda and appendices,
constitutes the entire agreement between the Parties and
supersedes all prior and contemporaneous agreements,
proposals or representations, written or oral, concerning its
subject matter. No modification, amendment, or waiver of any
provision of the foregoing referenced documents shall be
effective unless in writing and either signed or accepted
electronically by the Party against whom the modification,
amendment or waiver is to be asserted.
17.5 Force Majeure. Neither Party shall be in default if its
failure to perform any obligation under this SOW is caused
solely by supervening conditions beyond that Party's
reasonable control including, without limitation, acts of God,
civil commotion, war, strikes, pandemic, labor disputes, third
party Internet service interruptions or slowdowns, vandalism
or "hacker" attacks, acts of terrorism or governmental
demands or requirements.
17.6 No Third Party Beneficiary Rights. This SOW is not
intended to and shall not be construed to give any third party
any interest or rights (including, without limitation, any third
party beneficiary rights) with respect to or in connection with
page 39 of 54
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any agreement or provision contained herein or contemplated
hereby.
17.7 Headings. The headings of the sections of this SOW
are for reference only and shall not modify, define or limit any
of the terms or provisions of this SOW.
17.8 Severability. If any provision of this SOW shall be held
to be illegal, invalid or unenforceable, that provision will be
enforced to the maximum extent permissible so as to affect
the intent of the parties and the validity, legality and
enforceability of the remaining provisions shall not in any way
be affected or impaired thereby.
17.9 Construction. This SOW has been negotiated by the
Parties and will be fairly interpreted in accordance with its
terms and without any strict construction in favor or against
any Parry.
17.10 Counterparts and Signatures. This SOW and any
Service Orders, exhibits, addenda and amendments may be
executed in counterparts, each of which shall be deemed an
original and which shall together constitute one instrument.
Each Party may execute this SOW and any Service Orders,
exhibits, addenda or amendment hereto in the form of an
electronic record utilizing electronic signatures, as such terms
are defined in the Electronic Signatures in Global and National
Commerce Act (15 U.S.C. § 7001 et seq.). City and its
affiliates will not dispute the validity or authenticity of electronic
signatures submitted to Contractor by City or its affiliates, nor
will City or its affiliates dispute the legal authority, validity or
authenticity of those who sign with such electronic signatures
to bind City and its affiliates. Electronic signatures by City and
its affiliates, as well as signatures by either Party transmitted
by facsimile or electronically via PDF or similar file delivery
method, shall have the same effect as an original signature.
4867-9064-2948.v1
17.11 Federal Government End Use Provisions, If City is
a U.S. federal government end user, the Services are a
"Commercial Item" as that term is defined at 48 C.F.R. §2.101,
consisting of "Commercial Computer Software" and
"Commercial Computer Software Documentation", as those
terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202.
Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1
through 227.7202-4, as applicable, these Services are
licensed to City with only those rights as provided under the
terms and conditions of this SOW.
Each Party hereto has caused this SOW to be executed by its
authorized representative with effect from the Effective Date.
TouchPhrase Development, LLC dlbla Contractor
By: CDocuftned by:
(hlf(Y"VAS_
8184389314D34C8...
Name: Scott Cravens
Title: CEO
Date: 11/27/2021
City of Denton.Texas ("City")
DocuSi®ned by:
By: L—tWDB296270423
Hwy
..
Name:
Sara Hensley Date: 12/15/2021
Title: Interim City Manager
page 40 of 54
DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039
ADDENDUM A
Service Order No.1
Service and Fees
This Service Order No. 1 ("Service Order") is entered as of 12/14/2%, (the "Effective Date") by and between TouchPhrase
Development, LLC d/b/a Julota ("Contractor') and the City of Denton, Texas ("City"). Except as g�7r�hV2ifically provided
herein, the terms and conditions of the Statement of Work between Contractor and City dated the "SOW") are
incorporated herein by reference. Any capitalized term used but not defined in this Service Order shall have the meaning first
assigned to it in the SOW.
A. Term:
The term of this Service Order is set forth in Appendix 1 to this Service Order (the "Service Order Term").
B. License and Deliverables:
1. Services: Subject to the terms of the SOW, Contractor will license to City access to a web -based and mobile
integrated software for tracking services provided to Help Seekers on the Platform, which is called "Julota." City and its authorized
users may access the Services for the purpose of providing short or long-term Help Seeker contact, tracking, monitoring and care.
City will, through the administration panel of Julota, create and authorize new authorized users. Julota software will allow City and
its authorized users to communicate action steps necessary to integrate and coordinate the care of Help Seekers.
2. Authorized users: Authorized users may be individuals from City's organization or Care Teams and their
employees. City may authorize an unlimited number of authorized users to access Contractor Impact through City's license.
3. Usage and Storage: The amount of usage of the Hosted Services (not including enrollments) and data storage
is unlimited.
4. Excess Hosted Service Usage Fee: $0
5. Service Levels: Contractor will provide general support for Contractor Impact as provided for in the SLA
attached as Exhibit "B" to the SOW.
C. Fees and Expenses:
1. Fees and expenses will be as provided in Appendix 1 to this Statement of Work.
2. Payment: All payments shall be paid within 30 days of the date on the invoice. Payments should be made
payable to "Julota" and sent to the following address:
Julota
Attention: Accounting Department
102 S. Tejon St., Suite 1100
Colorado Springs, CO 80903
Contractor may change the payment method provided it does so in writing to City. Payments not paid within
30 days of the date on the invoice will be charged at the lower of one and a half percent (1.5%) of the
outstanding balance per month (being 18% per annum), or the maximum rate permitted by law, from the date
such payment is due until the date paid, whichever is lower. City shall also pay all sums expended (including,
without limitation, reasonable legal fees) in collecting overdue payments.
C. Schedule:
Upon execution of the SOW and this Service Order, provided the fee for the Initial Term is paid upon execution of this SOW,
Contractor will commence the planning and execution of the Services with the intent of launching the Services for City within the
timelines provided by the Contractor in their RFP response.
page 41 of 54
4867-9064-2948.v1
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D. Service Changes:
Contractor reserves the right, in its sole discretion, to make any changes to the Services that it deems necessary or useful to:
maintain or enhance (i) the quality or delivery of the Services for its customers, (ii) the competitive strength of
or market for Contractor's services, or (iii) the cost efficiency or performance of the Services; or
2. to comply with applicable Law.
Notwithstanding the foregoing, in no event will such Contractor initiated changes result in increased cost to City during the term of
this Service Order.
City understands that daily and weekly Contractor initiated changes may occur without advance notice and such changes are for
the purpose of bug fixes and minor improvements.
During the term of this Service Order, Contractor shall provide to City at no additional charge the following:
any and all changes that it develops with respect to the Services, unless such changes are considered optional
to the City and bear additional costs to Contractor outside of costs for Contractor initiated implementation and
development;
2. any and all changes required by federal or state governmental, or professional regulatory mandates related to
the City's use of the Services; and
3. the Documentation associated with any changes.
Without limiting the foregoing, City may, at any time during the Term, request in writing changes to the Services. The Parties shall
evaluate the requested changes and, if agreed, implement all such requested changes in accordance with a mutually -agreed
change order. No requested changes will be effective unless and until memorialized in a written change order signed by both
Parties.
E. Subcontractors:
Contractor may from time to time in its discretion engage third parties to perform Services (each, a "Subcontractor")
On -Site Resources:
Any Contractor personnel visiting City's facilities shall comply with all applicable City policies regarding access to, use of, and
conduct within such facilities. City will provide copies of such policies to Contractor upon request.
G. City Acknowledgments:
City shall be responsible for purchasing, acquiring and installing all hardware associated with the Agreement and this SOW. City
shall also be responsible for all training not expressly provided for in Appendix 1 of this Service Order. Contractor has no
responsibility related to any of the hardware, including, but not limited to, in-store hardware (iPads, cables, cases, etc.). Contractor
may advise City regarding proper deployment of Services, but such advice is without warranty and provided "As Is".
Definitions:
"Dataset Migration" is the process of selecting, preparing, extracting, and transforming data from one computer
storage system to another."
"Monthly Active Client(s)" is a Help Seeker whose name has been added to the Hosted Services, through City's
subscription to the Services, for a service, encounter or enrollment.
"Annualized Monthly Clients" is the average number of Monthly Active Clients in the preceding twelve (12)
months before the end of the preceding Service Order term multiplied by twelve (12). If the preceding term was
page 42 of 54
4867-9064-2948.v1
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less than twelve (12) months, then the average will be based on those months that Services were provided. If
this is the first term for the provision of Services, Contractor and City will agree upon an estimated number to
be used as the Annualized Monthly Clients, which will be reflected in the schedule for Fees in Appendix 1 of
this Service Order.
Each party hereto has caused this Statement of Work to be executed by its authorized representative as of the Effective Date.
TouchPhrase Development, LLC d/b/a Julota
(Contractor")
DocuSigned by:
By:KL
(k (YAV �,S
81B4389314D34C8...
Name: Scott Cravens Date: 11/27/2021
Title: CEO
4867-9064-2948.v1
City of Denton, Texas
("City")
By. r -Signed by:
5Z U,+.,t
5236DB296270423...
Name: Sara Hensley Date: 12/15/2021
Title: Interim city Manager
page 43 of 54
DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039
Appendix 1 to Service Order Document No.1
This Appendix 1 to the Service Order Document No. 1 ("Appendix"), except as otherwise specifically provided herein, incorporates by
reference the terms of the SOW and the Service Order. Any capitalized term used but not defined in this Appendix shall have the
meaning first assigned to it in the Service Order and, to the extent not defined in the Service Order, then the meaning assigned to it in
the SOW.
Contractor will provide the Services according to the selected pricing option:
1. Term: The term of the Service Order will be for one (1) year from the Effective Date and ending 11:59:59 p.m. MT on
12/14/2022 the "Term"), afterwhich date this Service Order shall automatically renew for successive 1 -year periods,
not to exceed five (5) years (each, a "Renewal Tenn"), or until such time as either party elects not to renew this Service
Order by providing written notice of non -renewal to the other party at least 60 days prior to the expiration of the Initial
Term or the current Renewal Term.
2. Fees (the following fees do not include applicable taxes):
One Time Fee Schedule:
TOTAL ONE-TIME FEES: $ 6,200
Recurring Annual Fees Schedule (non-refundable):
Units:
Price per Unit:
Total:
Implementation Package per Hub:
1
$ 4,800
$ 4,800
• Workflow understanding and guidance
2
Included
Included
• Module per Hub
2
Included
Included
• PDF Workflow Training Documents:
1
Included
Included
• Premium Launch Support 7 days):
1
Included
Included
• Si 60 minute video training session:
2
Included
Included
• Custom Forms and Assessments:
1
Included
Included
• Dataset Migration:
1
Included
Included
Onboarding Trusted Partners
1
$ 200
$ 200
Interfaces perHub
1
$ 1,200
$ 1,200
CJIS/SAMHSA 42 CFR Part 2 Workflow Validation
0
$ 6,000
$ 0
TOTAL ONE-TIME FEES: $ 6,200
Recurring Annual Fees Schedule (non-refundable):
page 44 of 54
4867-9064-2948.v 1
Units:
Unit Price
Price:
Software License
1
$ 8,450
$
8,450
Services:
4
$ 300
$
1,200
Hubs:
1
$ 5,000
$
5,000
Interfaces:
1 -Directional
0
$ 0
$
0
2 -Directional
1
$ 2,400
$
2,400
2 -Directional with VPN
0
$ 3,000
$
0
Advanced Interface
1
$ 9,200
$
0
Trusted Partner Organizations:
1
$ 100
$
100
Resources
0
$ 0
$
0
Average Monthly Active Clients x 12
1500
$ 4
$
6,000
Modules:
Client Notifications
0
$ 1,200
$
0
Surveys:
0
$ 600
$
0
Digital Faxing:
0
$ 600
$
0
AJA LEAD
0
$ 900
$
0
Enrollments
0
$ 900
$
0
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Clinical:
1
$ 900
$
900
1
$ 4,800
$ 4,800
Included for each Hub:
o Provide technical consulting
Compliant Workflows:
Included
Access to Implementation Specialists up to 3 hours per month:
1
Included
42 CFR pt 2
0
$ 4,200
$
0
CJIS
0
$ 4,200
$
0
1
Included
Included
" Post -implementation Development time charged $225/hour
1
Custom Report up to 20 fields
0
$ 1,200
$
0
Data Extraction
0
$ 1,200
$
0
Embedded Tableau
0
$ 3,000
$
0
Hosted Tableau 3 r Com
0
$14,850
$
0
Add'] Hosted VPNs
0
$ 600
$
0
Hosted Creator
0
$ 2,000
$
0
Hosted Explorer
0
$ 500
$
0
Hosted Viewer
0
$ 250
$
0
TOTAL RECURRING FEES: $ 24,050
Julota Basic Support Services:
TOTAL ONE-TIME FEES: $ 4,800
Julota Project Manager Consultant:
Units:
Price per Unit:
Total:
Yearly Julota Basic Support Service
1
$ 4,800
$ 4,800
Included for each Hub:
o Provide technical consulting
Included
Included
Access to Implementation Specialists up to 3 hours per month:
1
Included
Included
Help Desk access via web portal
1
Included
Included
Email access
1
Included
Included
Severity response for critical issues via hotline - 4 hours
1
Included
Included
" Post -implementation Development time charged $225/hour
1
Included
Included
TOTAL ONE-TIME FEES: $ 4,800
Julota Project Manager Consultant:
TOTAL ONE-TIME FEES: $ 8,750
GRAND TOTAL FEES FOR YEAR ONE: $43,800
2. For the completion of the Dataset Migration, City is responsible for providing its "data dictionary," which provides the
name of the data fields in the old system, the definition of each data field, and the name of the field it is being moved to
on Contractor's system.
3. If City exceeds the estimated number of Monthly Active Clients during a year, it will not be charged for additional
Monthly Active Clients, but Contractor reserves the right to adjust the fee for Monthly Active Clients in the following
year.
4. On an annual basis, the fees set forth in the "Recurring Annual Fees Schedule" may be increased by Contractor in
accordance with the increase with the most recently published United States of America Consumer Price Index plus
two percent (2%).
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4867-9064-2948.v1
Units: Price per Unit:
Total:
Julota Project Manager Consultant
1 $ 8,750
$ 8,750
• Included for each Hub:
o Provide technical consulting
Included
Included
o Provide business consulting
Included
Included
o Provide product expertise
Included
Included
o Produce and manage client -facing documentation
Included
Included
o Direct implementation to client goals and
timelines
Included
Included
• Dataset Migration:
1 Included
Included
TOTAL ONE-TIME FEES: $ 8,750
GRAND TOTAL FEES FOR YEAR ONE: $43,800
2. For the completion of the Dataset Migration, City is responsible for providing its "data dictionary," which provides the
name of the data fields in the old system, the definition of each data field, and the name of the field it is being moved to
on Contractor's system.
3. If City exceeds the estimated number of Monthly Active Clients during a year, it will not be charged for additional
Monthly Active Clients, but Contractor reserves the right to adjust the fee for Monthly Active Clients in the following
year.
4. On an annual basis, the fees set forth in the "Recurring Annual Fees Schedule" may be increased by Contractor in
accordance with the increase with the most recently published United States of America Consumer Price Index plus
two percent (2%).
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5. Additional services listed above may be purchased at any time by City by providing written notice to Contractor
requesting the additional services. The rates set forth above in the "Recurring Annual Fees Schedule" are valid if
ordered during the Term for Non -Recurring Term subscriptions and during the Initial Term for Auto -Renew Term
subscriptions. Thereafter, the rates will be at the then current rates set by Contractor.
6. The fees in the `Recurring Annual Fees Schedule' are based upon anticipated usage for the first year of the Term and
then based on anticipated or actual usage for any additional years following the first year of the Term.
Each party hereto approves of and accepts the terms of this Appendix.
***Signature Page Follows***
TouchPhrase Development, LLC d/b/a Julota
(Contractor")
DocuSigned by:
By: S(R (XA".s
8194389314D34C8.-
Name:Scott Cravens Date:11/27/2021
Title: CEO
City of Denton, Texas
("City")
Docu Signed by:
By: " H C
5236DB2962zDate:
0423
Name: ...
Sara Hensley 12/15/2021
Title: Interim city Manager
page 46 of 54
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DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039
ADDENDUM 6
Service Level Agreement
In performing the Services for City, Contractor's level of performance shall be at least equal to or exceed the Service Levels set
forth in this Service Level Agreement (this "SLA') at all times during the Term of the applicable Service Order Document.
The City will be receiving "Basic Services."
A. Definitions. Unless otherwise defined in this Addendum, the capitalized terms in this Addendum have the following
meaning. Defined terms that are not defined in this SLA will have the same meaning as in the Statement of Work.
1. "Authorized User" is a person who has been granted authority to use the Services by the City Representative.
2. "Availability" means that the Services are readily available to City and operating without material Error,
excluding any Outages and "Low" level incidents (defined below).
3. "City Representative" means the single person that City has designated in writing to Contractor to be its City
Representative. City may change the City Representative by written notice to Contractor. Only one person may
be designated as City Representative at any time. In addition to the authority designated in this Addendum, the
City Representative is awarded all rights designated to Authorized Users (e.g., the ability to contact the Support
Desk). Only the Authorized Users may contact the Support Desk.
4. "Emergency Maintenance" means the downtime required by Contractor for upgrading or maintaining the
Services; provided, that Contractor has given City at least twenty-four hours prior written notice of such
downtime, provided that Emergency Maintenance does not exceed five (5) hours per month, and provided that
Emergency Maintenance does not occur more than six (6) times per year.
5. "Failure" means any failure of Contractor to meet a Service Level requirement; but excludes those failures
attributable to a Force Majeure event.
6. "Monthly Availability Percentage" means the amount equal to the total number of minutes (multiply the number
of calendar days in any given month by the product of 24 times 60) in the applicable calendar month, minus the
total Outage time for that month, then divided by the total number of minutes.
7. "Outage" means the period (measured in minutes) that the Services are not readily available to City and/or are
operating with material Error; but shall not include: (i) Scheduled Downtime (which will not exceed ten (10) hours
in aggregate per month); (ii) emergency maintenance activities which will not exceed five (5) hours per month;
(iii) periods of unavailability attributable to City's negligent acts or omissions; or intentionally wrongful conduct;
(iv) periods of unavailability outside of Contractor's reasonable control or a force majeure event; or (v) City's
failure to timely respond to Contractor in connection with the resolution of any Problem.
8. "Regular Release" means releases of minor product updates for upgrading or maintaining the Services;
provided that there shall be no more than two regular releases per week and downtime for these weekly releases
does not exceed fifteen (15) minutes for each release.
9. 'Scheduled Downtime" means the downtime required by Contractor for upgrading or maintaining the Services;
provided, that (i) such downtime occurs between the hours of 22:00 MT USA and 5:00 MT USA (or such other
hours that City has previously and specifically approved in writing); and (ii) Contractor has provided five (5)
business days prior written notice of such downtime. This may also be referred to as "Scheduled Maintenance".
(iii) not to exceed 4 hours each month.
10. "Support Desk" is a resource that provides administrative support and technical support to Authorized Users.
Technical Support.
Contact Methods. Contractor will make available to the Authorized Users two means of contacting the Support
Desk: a telephone number ("Support Hotline") and email ("Support Email").
a. Email Support: Contractor-Support(iiulota.com
b. Web Portal: http://support.iulota.com
User Support Hours. Unless otherwise stated, standard user support hours are Monday — Friday from 9 AM to 9
PM Mountain Time with the exception of state and Federal holidays. In the event calls or emails are received
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outside of User Support Hours, Contractor will address the Authorized User's query during User Support Hours
with the exception of Critical events (as discussed below).
3. Technical support will be limited to the permissions of the Authorized User, which will be determined by the City
Representative pursuant to the "Protocol Authorization Form," a sample of which is attached as "Annex A" in blank
format. The permissions will be defined in the Protocol Authorization Form. The Protocol Authorization Form will
set forth the Authorized User's permissions granted to him or her.
4. At the time that the Authorized User contacts the Support Desk, the Authorized Users permissions will be verified
in order to determine the scope of support that may be granted. If an Authorized User does not have sufficient
permissions (e.g., they are attempting to report an issue for an area that they do not have the authority to access,
the event will be deemed unreported).
C. Severity Levels and Response Times. The following are a description of the service levels and the service level
response times:
Critical. An incident with a severity level of "Critical" is defined as one that produces an emergency situation (e.g.,
system down) in which the Services are substantially or completely non-functional or inoperable. In the event of a
Critical incident, the Authorized User shall contact the Support Desk to report the problem. If the reported event is
Critical and outside of User Support Hours, the Authorized User shall contact the Support Desk via the Support
Email, which is monitored 24x7x365, excluding State and Federal holidays. The Support Desk will contact the
Authorized User, who reported the incident within four (4) hours to diagnose and begin remediation of the event,
and will use commercially reasonable efforts to resolve the event as soon as is reasonably possible under the
circumstances. Any Authorized User may contact the support desk to report a Critical incident, even if the issue in
question relates to a portion of Contractor that is not under the purview of the Authorized User's permissions. In
this case, the Support Desk will take the report of the issue, but will not contact the reporting user with resolution,
but instead, will contact the City Representative to report resolution.
2. High. An incident with a severity level of "High" is defined as one that produces a detrimental situation in which
the Services are usable, but materially incomplete; performance (response time) of the Services is degraded
substantially such that there is a severe impact on use under reasonable loads; one or more mainline functions or
commands is inoperable; or the use is otherwise significantly impacted. If the reported event is a High severity,
the Support Desk will contact the Authorized User who reported the event within eight (8) User Support Hours to
diagnose and begin remediation of the event, and will use commercially reasonable efforts to resolve the event
with five (5) business days. Any authorized user may contact the support desk to report any issue, even if the
issue in question relates to a portion of Contractor that is not under the purview of the authorized user's
permissions. Notwithstanding the foregoing, if the Authorized User that reported the event is not under the
purview of the Authorized User's permissions, the Support Desk will take the report of the issue, but will not
contact the reporting user with resolution, but instead, will contact the City Representative to report resolution.
3. Low. An incident with severity level of "Low" is defined as one that produces an inconvenient situation in which
the Services are usable but do not provide a function in the most convenient or expeditious manner and the
Authorized User suffers little or no significant impact. If the reported event is Low severity, Contractor will attempt
to resolve the event in a commercially reasonable manner in future maintenance releases. Only the Authorized
User may contact the support desk to report the issue.
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D. Availability and Responsiveness City
Monthly Avaflability Percentage. Contractor shall maintain Availability of the hosting Services in
accordance with at least the following Monthly Availability Percentage (as defined in this Exhibit B below):
Monthly Availability Percentage
99%
Failure to meet Monthly Availability Percentage. In the event of a Failure by Contractor to meet the
Monthly Availability Percentage set forth above in any calendar month during the Term, Contractor shall
issue City a service credit ("Service Credit") as follows:
Business Hours 2417
1
Business Hours
2% of the monthly
subscription fees paid in the
Critical
4 hours via email
2 hours via hotline
1 hour via hotline
High
2 business days via email
1 business day via hotline or
email
% business day via hotline or
email
Low
3 business days via email
1 business day via email
1 business day via email
D. Availability and Responsiveness City
Monthly Avaflability Percentage. Contractor shall maintain Availability of the hosting Services in
accordance with at least the following Monthly Availability Percentage (as defined in this Exhibit B below):
Monthly Availability Percentage
99%
Failure to meet Monthly Availability Percentage. In the event of a Failure by Contractor to meet the
Monthly Availability Percentage set forth above in any calendar month during the Term, Contractor shall
issue City a service credit ("Service Credit") as follows:
City shall have the right to immediately terminate this Agreement upon written notice to Contractor if a) the
Monthly Availability Percentage falls below 85% for one calendar month, or b) the Monthly Availability
Percentage falls below 94.99% for two consecutive calendar months, or c) if the Monthly Availability
page 49 of 54
4867-9064-2948.v 1
1
Between 97% and 99.8%
2% of the monthly
subscription fees paid in the
month preceding the Failure.
2
Between 95% and 96.99%
3% of the monthly
subscription fees paid in the
month preceding the Failure.
3
Less than 94.99%
5% of the monthly
subscription fees paid in the
month preceding the Failure.
City shall have the right to immediately terminate this Agreement upon written notice to Contractor if a) the
Monthly Availability Percentage falls below 85% for one calendar month, or b) the Monthly Availability
Percentage falls below 94.99% for two consecutive calendar months, or c) if the Monthly Availability
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Percentage falls below 94.99% for five or more calendar months per calendar year. If City elects not to renew
the Contract in any successive year; such Service Credit will be paid back to City upon notice of non-
renewal.
Plan Coverage
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4867-9064-2948.vl
Coverage
Basic
Services
Premium
Services
Elite
Services
Help Desk via EmaillPortal Support (standard support hours)
X
X
X
Email Access via Email/Portal Support (standard support hours)
X
X
X
Training (one on one training: maximum 4 hours/month)
X
Post Implementation Development
X
($200/hour)
X
($175/hour)
X
($150/hour)
Telephone support from 8:00 am – 5:00 pm (local time zone)
X
Telephone support -2417 dedicated phone line for all hub users.
X
X
Travel—if training not provided virtually
(charged at
cost)
10 Trusted Partners engaged, trained, on boarded, and supported
X
once contract provided per year.
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ADDENDUM C
City Trademark Guidelines
4867-9064-2948.v1
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ADDENDUM D
HIPAA Business Associate Agreement
12/14/2021
This HIPAA Business Associate Agreement ("Agreement") is entered into and effective on , 20_ ("Effective
Date") by and between the City of Denton, Texas ("Covered Entity") and TouchPhrase Development, LLC d/b/a Contractor
("Business Associate").
WHEREAS, Covered Entity is subject to the "HIPAA Rules," which for purposes of this Agreement shall include the
Privacy Rule, Security Rule, Breach Notification Rule and Enforcement Rule (45 CFR Parts 160 and 164) promulgated by the
United States Department of Health and Human Services pursuant to the Health Insurance Portability and Accountability Act of
1996 (HIPAA), Public Law 104-191, as amended; and
WHEREAS, Business Associate may maintain, transmit, create or receive Protected Health Information ("PHI") of
individuals in the course of providing services to Covered Entity. A description of the services that Business Associate will perform
for the Covered Entity is set forth in the Statement of Work entered into between the parties.
THE PARTIES THEREFORE AGREE TO THE FOLLOWING:
1. Definitions
Terms used, but not otherwise defined, in this Agreement, shall have the same meaning as those terms as defined in
the HIPAA Rules. The parties recognize that electronic PHI is a subset of PHI, all references to PHI in this Agreement
shall include electronic PHI.
2. Obligations and Activities of Business Associate
(a) Business Associate agrees to not use or further disclose PHI other than as permitted or required by this Agreement
or as required by law.
(b) Business Associate agrees to use appropriate safeguards to prevent use or disclosure of the PHI other than as
provided for by this Agreement and to comply with the HIPAA Security Rule (Subpart C of 45 CFR Part 164).
(c) Business Associate agrees to mitigate, to the extent practicable, any harmful effects that are known to Business
Associate of a use or disclosure of PHI by Business Associate in violation of the requirements of this Agreement.
(d) Business Associate agrees to report to Covered Entity any use or disclosure of the PHI not provided for by this
Agreement of which it becomes aware, including a Breach of Unsecured PHI as required by 45 CFR 164.410.
(e) Business Associate agrees, in accordance with 45 CFR 164.502(e)(1)(ii) and 45 CFR 164.308(b)(2) to ensure that
any individual or entity that subcontracts with Business Associate to create, receive, maintain or transmit PHI received
from, or created or received by Business Associate on behalf of Company agrees to the same restrictions and conditions
that apply through the HIPAA Rules and this Agreement to Business Associate with respect to such information.
(f) To the extent that Business Associate maintains a designated record set on behalf of Covered Entity, Business
Associate agrees to provide access, at the request of Covered Entity, as necessary to allow Covered Entity to meet the
requirements under 45 CFR 164.524.
(g) To the extent that Business Associate maintains a designated record set on behalf of Covered Entity, Business
Associate agrees to make any amendment(s) to PHI that the Covered Entity directs as necessary for compliance with
45 CFR 164526.
(h) Business Associate agrees to make internal practices, books, and records relating to the use and disclosure of PHI
received from, or created or received by Business Associate on behalf of, Covered Entity available to the Covered Entity,
or at the request of the Covered Entity to the Secretary, within a reasonable time of such request for purposes of the
Secretary determining Covered Entity's compliance with the HIPAA Rules.
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(i) If Business Associate is required to make a disclosure of information because of a legal requirement, it will track such
a disclosure and will provide information to Covered Entity that would be necessary for Covered Entity to respond to a
request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR 164.528.
0) Business Associate agrees that it will use or disclose only the minimal amount of PHI necessary to accomplish the
intended purpose.
(k) Business Associate agrees to alert Covered Entity of any Security Incident of which it becomes aware.
(1) To the extent Business Associate is to carry out one of Covered Entity's obligations under the Privacy Rule, Business
Associate agrees to comply with the requirements of the HIPAA Rules that apply to Covered Entity in the performance
of such obligation.
3. Permitted Uses and Disclosures by Business Associate
(a) Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI to perform functions,
activities, or services for, or on behalf of, Covered Entity as requested by Covered Entity provided that such use or
disclosure would not violate the HIPAA Rules if done by Covered Entity.
(b) Except as otherwise limited in this Agreement, Business Associate may disclose PHI for the proper management and
administration of the Business Associate or to carry out the legal responsibilities of the Business Associate, provided
that disclosures are required by law, or Business Associate obtains reasonable assurances from the person to whom the
information is disclosed that it will remain confidential and used or further disclosed only as required by law or for the
purpose for which it was disclosed to the person, and the person notifies the Business Associate of any instances of
which it is aware in which the confidentiality of the information has been breached.
(c) Except as otherwise limited in this Agreement, Business Associate may use PHI to provide data aggregation services
to Covered Entity as permitted by 45 CFR 164.504(e)(2)(i)(B).
(d) Business Associate may use PHI to report violations of law to appropriate Federal and State authorities, consistent
with 45 CFR 164.5020)(1).
4. Obligations of Covered Entity
(a) Covered Entity shall notify Business Associate of any limitation(s) in its Notice of Privacy Practices to the extent that
such limitation may affect Business Associate's use or disclosure of PHI.
(b) Covered Entity shall provide Business Associate with any changes in, or revocation of, permission by Individual to
use or disclose PHI, if such changes affect Business Associate's permitted or required uses and disclosures.
(c) Covered Entity shall notify Business Associate of any restriction to the use or disclosure of PHI that Covered Entity
has agreed to in accordance with 45 CFR 164.522, to the extent that such restriction may affect Business Associate's
use or disclosure of PHI.
5. Permissible Requests by Covered Entity
Except as otherwise permitted by this Agreement, Covered Entity shall not request Business Associate to use or disclose
PHI in any manner that would not be permissible under the HIPAA Rules if done by Covered Entity.
6. Term and Termination
(a) Term. The Term of this Agreement shall be effective as of the Effective Date and shall continue in full force and effect
until termination as set forth below.
(b) Termination. This Agreement may be terminated at any time and for any reason by either parry or at such time that
Business Associate ceases providing services to Covered Entity. This Agreement will be terminated automatically and
without notice upon termination or expiration of the Statement of Work. In the event of termination or expiration of this
Agreement, to the extent feasible, Business Associate will return or destroy all PHI received from Covered Entity.
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(c) Continued Safeguard of Information. Depending on the nature of Business Associate's Services, the parties may
mutually agree that immediate return or destruction of the information is infeasible. Under such circumstances, Business
Associate will extend the protections of this Agreement for as long as the information is maintained and will limit further
uses and disclosures to those purposes that make the return or destruction of the information infeasible. When the
information is no longer needed by Business Associate, the information will be returned or destroyed. The Business
Associate's obligations to continue to safeguard PHI shall survive the termination of the Agreement.
Miscellaneous
(a) No Third Party Beneficiary Rights. Nothing express or implied in this Agreement is intended to give, nor shall anything
herein give any person other than the Parties and the respective successors or assigns of the Parties, any rights,
remedies, obligations, or liabilities whatsoever.
(b) Regulatory References. A reference in this Agreement to a section in the HIPAA Rules means the section as in effect
or as amended, and for which compliance is required.
(c) Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits Covered Entity
to comply with the HIPAA Rules.
COVERED ENTITY:
1—z
Signed by:
By;
1236TSFROTensI e
Print Name:
Its: interim city Manager
Dated: 12/15/2021
4867-9064-2948.v1
BUSINESS ASSOCIATE:
DocuSigned by:
By:A,S
81B4389314D34C8...
Print Name: Scott Cravens
Its: CEO
Dated: 11/27/2021
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