22-37722-377ORDINANCE NO.
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPALCORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACTWITH INNOVYZE LLC. FOR SOFTWARE SERVICES FOR THE WATER UTILITIESDEPARTMENT, WHICH IS THE SOLE PROVIDER OF THIS SOFTWARE, IN
ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE 252.022, WHICHPROVIDES THAT PROCUREMENT OF COMMODITIES AND SERVICES THAT AREAVAILABLE FROM ONE SOURCE ARE EXEMPT FROM COMPETITIVE BIDDING, ANDIF OVER $50,000, SHALL BE AWARDED BY THE GOVERNING BODY; PROVIDINGFOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVEDATE (FILE 7879 – AWARDED TO INNOVYZE LLC, FOR THREE (3) YEARS, WITHTHE OPTION FOR TWO (2) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE TOTAL
FIVE (5) YEAR NOT-TO-EXCEED AMOUNT OF $150,000.00).
WHEREAS, Section 252.022 of the Local Government Code provides that procurement
of items that are only available from one source, including, items that are only available from
one source because of patents, copyrights, secret processes, or natural monopolies; films,
manuscripts, or books; electricity, gas, water, and other utility purchases; captive replacement
parts or components for equipment; and library materials for a public library that are available
only from the persons holding exclusive distribution rights to the materials; and need not be
submitted to competitive bids; and
WHEREAS, the City Council wishes to procure one or more of the items mentioned in
the above paragraph; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The following purchase of materials, equipment or supplies, as described
in the “File” listed hereon, and on file in the office of the Purchasing Agent, and the license
terms attached are hereby approved:
FILENUMBER VENDOR AMOUNT
7879 Innovyze LLC $150,000.00
SECTION 2. The City Council hereby finds that this bid, and the award thereof,
constitutes a procurement of items that are available from only one source, including, items that
are only available from one source because of patents, copyrights, secret processes, or naturalmonopolies; films, manuscripts, or books; electricity, gas, water, and other utility purchases;
captive replacement parts or components for equipment; and library materials for a public library
that are available only from the persons holding exclusive distribution rights to the materials; and
need not be submitted to competitive bids.
SECTION 3. The acceptance and approval of the above items shall not constitute a
contract between the City and the person submitting the quotation for such items until such
person shall comply with all requirements specified by the Purchasing Department.
SECTION 4. The City Manager, or their designee, is hereby authorized to execute the
contract relating to the items specified in Section 1, attached hereto, and the expenditure of funds
pursuant to said contract is hereby authorized.
SECTION 5. The City Council of the City of Denton hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of
Denton under this ordinance to the City Manager of the City of Denton, or their designee.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval
The motion to approve this ordinance was made by J essc Dha k and
seconded by BriAn B „ LK . This ordinance was passed and approved bythe following vote L--I - a :
Aye Nay Abstain Absent
Mayor Gerard Hudspeth:Vicki Byrd, District 1 :
Brian Beck, District 2:Jesse Davis. District 3 :
Alison Maguire, District 4:
Deb Armintor, At Large Place 5 :
Paul Meltzer, At Large Place 6:
IZ
ILa,/,7
St
PASSED AND APPROVED this the 1 day of r’larGE _, 2022.
GERARD-'H 'SPETH. MAYOR
ATTEST:
ROSA RIOS, CITY SECRETARY
yP _ aga,
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
Digitally signed by MarcellaLunn
DN: cn=Marcella Lunn, o.
j UVb ::=iLo=r:srJFunin@dvddeA
–-–nton.'Date: 2022.01 .19 10:14:15
.06'OO'
BY:\\f,L\'tLUJI
DocuSign Envelope ID: B451EF4D-C63Ez&889-B209-642A059397AI
DENTON
Docusign City Council Transmittal Coversheet
7879FILE
File Name I INFOCARE RENEWAL
PurchasingContact c'Y;t;1 w';tb’"k
City Council Target Date MARCH 1 ’ 2022
Piggy Back Option
Contract Expiration
Ordinance
NO
MARCH 1, 2027
22-377
DocuSign Envelope ID: B451 EF4D-C63E4889-B209-642A059397AI
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND INNOWZE LLC
(CONTRACT #7879)
03 01 2022THIS CONTRACT is made and entered into this date , by
and between INNOVYZE LLC a DELWARE Limited Liability Company whose address is UMcInnis Parkway, San Rafael, CA 94903, 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 documentas a Sole Source Provider, a copy of which is on file at the office of Purchasing Agent and
incorporated herein for all purposes. The Contract consists of this written agreement and the
following items which are attached hereto and incorporated herein by reference:
(a)(b)
(C)(d)
(e)(f)
(g)
Special Terms and Conditions (Exhibit “A”);City of Denton’s Sole Source Documents (Exhibit “B” on File at the Office of
the Purchasing Agent);City of Denton Standard Terms and Conditions (Exhibit “C”);
Insurance Requirements (Exhibit “D”);
Certificate of Interested Parties Electronic Filing (Exhibit "E");Contractor’s Proposal, License Agreement & Software Maintenance Support
Agreement (Exhibit "F");
Form CIQ – Conflict of Interest Questionnaire (Exhibit "G");
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
cenWes that Contractor’s signature provides written verification to the City that Contractor: (1) does notboycott Israel; and (2) will not boycott Israel during the term of the agreement Failure to meet at
maintain the requirements under this provision will be considered a material breach.
Contract # 7879
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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 receivepayments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization.
Failure to meet or maintain the requirements under this provision will be considered a material breach.
The parties agree to transact business electronically. Any statutory requirements that certain terms
be in writing will be satisfied using electronic documents and signing. Electronic signing of this
document will be deemed an original for all legal purposes.
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
CONTRACTOR
CITY OF DENTON, TEXAS
SARA HEptStM,s:@FPV MANAGERBY, I hH',''Z+
5236DB296270423
SIGNATURE
Printed Name: TY1 er Sprlng
Title. svp Sales OperatIons
ATTEST :ROSA RIOS. CITY SECRETARY
888.554.5022 ' D<x:uSlgned bH
BY: I RoKRIM
IC5CA8C5E 175493
PHONE NUMBER
ty1 er . sprIng@1 n novyze . com APPROVED AS TO LEGAL FORM:
MACK RE[NWAND, CITY ATTORNEYEMAIL ADDRESS
ty1 er . sprl ng@i nnovyze . com
TEXAS ETHiCS COMMISSION1295 CERTIFICATE NUMBER
THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED
as to financial and operational obligationsand business terms.
Stephen D. Gay
PR[NTED NAME
D1 rector
TITLE
Water Utilities
Contract # 7879 DEPARTMENT
DocuSign Envelope ID: B451EF4D-C63EJt889-B209-642A059397AI
Exhibit A
Special Terms and Conditions
1. Total Contract Amount
The contract total for services shall not exceed $150,000 . Pricing shall be per Exhibit F attached.
2. The Quantities
The quantities indicated on Exhibit F are estimates based upon the best available information.
Individual purchase orders will be issued on an as needed basis.
3. Contract Terms
The contract term will be three (3) years, effective from date of award or notice to proceed as
determined by the City of Denton Purchasing Department. The City and the Contractor shall have
the option, upon agreement between the parties, to renew this contract for an additional two (2)
one-year periods.
4. Price Escalation and De-escalation
On Supplier’s request in the form stated herein, the City will implement an escalation/de-
escalation price adjustment annually based on these special terms. Any request for price
adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer
Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not
exceed +/- 8% for any individual year. The escalation will be determined annually at the
renewal date. The price will be increased or decreased based upon the annual percentage change
in the PPI or the percentage change in the manufacturer’s price list. Should the PPI or
manufacturer price list change exceed a minimum threshold value of +/-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.
Request must be submitted in writing with supporting evidence for need of such increase to the
Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must
also provide supporting documentation as justification for the request. If no request is made, then
it will be assumed that the current contract price will be in effect.
Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation
as competitive with the general market price at the time, and become effective upon the renewal
date of the contract award or reject the increases within 30 calendar days after receipt of a
properly submitted request. If a properly submitted increase is rejected, the Contractor may
request cancellation of such items from the Contract by giving the City of Denton written notice.
Cancellation will not go into effect for 15 calendar days after a determination has been issued.
Pre-price increase prices must be honored on orders dated up to the official date of the City of
Denton approval and/or cancellation.
Contract # 7879
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The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitationnumber.
The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes.
Contract # 7879
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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 mustbe in writing and signed by a representative of the City’s Procurement Department and theSupplier. 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.
1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide alldeliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with
the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local
laws, rules, and regulations.
2. EFFECTIVE DATEfFERM. 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 TERMS AND TRANSPORTATION CHARGES: Deliverables shall be
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shipped 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 in
the course and scope of delivering goods or services under a City of Denton contract on the City's
p'ope'ty .
i. use or possess a firearm, including a concealed handgun that is licensed under state law,
except as required by the terms of the contract; or
ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled
substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on
the job
C. If the City or the City's representative notifies the Contractor that any worker is incompetent,
disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed
Contract # 7879
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any firearms, or has possessed or was under the influence of alcohol or drugs on the job, theContractor 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 verificationand 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 andImmigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996.
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL
REGULATIONS: The Contractor, its Subcontractors, and their respective employees, shall
comply fully with all applicable federal, state, and local health, safety, and environmental laws,
ordinances, rules and regulations in the performance of the services, including but not limited to
those promulgated by the City and by the Occupational Safety and Health Administration (OSHA).
In case of conflict, the most stringent safety requirement shall govern. The Contractor shall
indemnify and hold the City harmless from and against all claims, demands, suits, actions,
judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s
obligations under this paragraph.
Environmental Protection: The Respondent shall be in compliance with all applicable standards,
orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 ef
seq .) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §125 1 ef seq ).
12. INVOICES:
A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchaserelease 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 deliveryorder 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 exactly match theinformation 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 invoicedamount
The City will furnish a tax exemption certificate upon request.
13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within
thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received
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in Accounts Payable, whichever is later.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid
balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the
maximum lawful rate; except, if payment is not timely made for a reason for which the Citymay 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 ordelivery
D. Intentionally Deleted.
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 hInds. 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; provided, however, that in no event shall
the absence of Appropriated or other lawfully available funds entitle the City to a refund of
amounts previously paid under the Contract. 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 appropriationof 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 bythe contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise
negotiated.
15. FINAL PAYMENT AND CLOSE-OUT:
A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified
Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance
Report to the Purchasing Manager no later than the 15th calendar day after completion of all work
under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in
compliance with the requirements as accepted by the City.
B. Intentionally Deleted.
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.
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17. RIGHT TO AUDIT:
A. The City shall have the right to audit and make copies of the books, records and computations
pertaining to the Contract. The Contractor shall retain such books, records, documents and other
evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress
or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are
completed and resolved. These books, records, documents and other evidence shall be available,
within ten (10) business days of written request. Further, the Contractor shall also require all
Subcontractors, material suppliers, and other payees to retain all books, records, documents and
other evidence pertaining to the Contract, and to allow the City similar access to those documents.
All books and records will be made available within a 50 mile radius of the City of Denton. The
cost of the audit will be borne by the City unless the audit reveals an overpayment of 1 % or greater.
If an overpayment of 1 % or greater occurs, the reasonable cost of the audit, including any travel
costs, must be borne by the Contractor which must be payable within five (5) business days of
receipt of an invoice.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract
and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of theterms “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
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 dayof each month
B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract
between the Contractor and Subcontractor. The terms of the subcontract may not conflict with theterms 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
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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 contractualrelationship 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. Intentionally Deleted.
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. Intentionally Deleted.
20. WARRANTY – TITLE: The Contractor warrants that it has good and indefeasible title to all
deliverables furnished under the Contract (excluding any third-party software components
incorporated into any software provided under the Contract), and that the deliverables are free and
clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and
hold the City harmless from and against all adverse title claims to the deliverables.21. WARRANTY – DELIVERABLES: The Contractor warrants and represents that all
deliverables sold the City under the Contract shall conform in all material respects to the
specifications, drawings, and descriptions in the Solicitation, to any samples furnished by theContractor, to the terms, covenants and conditions of the Contract, and to all applicable State,
Federal or local laws, rules, and regulations. 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. Intentionally Deleted. C. Unless otherwise specified in the Contract, the warranty period shall
be ninety (90) days 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.
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.
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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 workmanlikemanner in accordance with the terms, conditions, and covenants of the Contract, and all applicable
Federal, State and local laws, rules or regulations.
A. Intentionally Deleted.
B. Unless otherwise specified in the Contract, the warranty period shall be ninety (90) days 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 underthis section.
C. If the Contractor is unable or unwilling to perform its services in accordance with the above
standard as required by the City, then in addition to any other available remedy, the City mayreduce the amount of services it may be required to purchase under the Contract from the
Contractor, and purchase conforming services from other sources.
23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: if,
instead of requiring immediate correction or removal and replacement of defective or non-
conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay
all claims, costs, losses and damages attributable to the City’s evaluation of and determination to
accept such defective or non-conforming deliverables.
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 specifiedafter demand is made, the demanding party may treat this failure as an anticipatory repudiation ofthe Contract.
25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event
the Contractor is observed performing in a manner that is in violation of Federal, State, or local
guidelines, or in a manner that is determined by the City to be unsafe to either life or property.
Upon notification, the Contractor will cease all work until notified by the City that the violation orunsafe condition has been corrected.
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 seeksrelief 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’sreasonable satisfaction that such default does not, in fact, exist. Additionally, in the event of a
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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: The City shall have the right to terminate the
Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written
notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work
pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The
City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available
for such purposes, for all goods delivered and services performed and obligations incurred prior tothe date of termination in accordance with the terms hereof. For the avoidance of doubt, in no
event shall a termination under this Section entitle the City to a refund of amounts previously paidunder the Contract.
29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable
required to be submitted by the Contractor to the City shall be grounds for the termination of the
Contract for cause by the City and may result in legal action.
30. DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if
the City deems it is in its best interest. If such delay causes an increase in the cost of the work
under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs
incurred by the Contractor in the Contract price and execute an amendment to the Contract. The
Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of
receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the
Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall
excuse the Contractor from delaying the delivery as notified.
B. Neither party shall be liable for any default or delay in the performance of its obligations under
this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots,
civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the
reasonable control of such Party. In the event of default or delay in contract performance due to
any of the foregoing causes, then the time for completion of the services will be extended;
provided, however, in such an event, a conference will be held within three (3) business days to
establish a mutually agreeable period of time reasonably necessary to overcome the effect of such
failure to perform.
31. INDEMNITY:
A. Intentionally Deleted.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 ALLCLAIMS ALLEGING THAT SOFTWARE, AS USED IN ACCORDANCE WITH THISCONTRACT, INFRINGES A THIRD PARTY’S COPYRIGHTS OR TRADEMARKS, ORMISAPPROPRIATES SUCH THIRD PARTY’S TRADE SECRETS, IN ACCORDANCEWITH SECTION 10 OF THE INNOWZE SOFTWARE LICENSE AGREEMENT.NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY ORTHE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK
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CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR ANINDEMNIFIED 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 fromconsideration 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 orhold over period is exercised, as verification of continuing coverage.
iii. The Contractor shall not commence work until the required insurance is obtained and
until such insurance has been reviewed by the City. Approval of insurance by the City shall
not relieve or decrease the liability of the Contractor hereunder and shall not be construed
to be a limitation of liability on the part of the Contractor.
iv. The Contractor must submit certificates of insurance to the City for all subcontractors
prior to the subcontractors commencing work on the project.v. The Contractor’s and all subcontractors’ insurance coverage shall be written by
companies licensed to do business in the State of Texas at the time the policies are issuedand 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’ CompensationInsurance Fund
vi. All endorsements naming the City as additional insured, waivers, and notices ofcancellation endorsements as well as the Certificate of Insurance shall contain the
solicitation number and the following information:
City of Denton
Materials Management Department901B 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 bedisclosed on the Certificate of Insurance
xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ writtennotice of erosion of the aggregate limits below occurrence limits for all applicable
coverage’s indicated within the Contract.
xiv. The insurance coverage’s specified in within the solicitation and requirements are
required minimums and are not intended to limit the responsibility or liability of theContractor.
B. Specific Coverage Requirements: Specific insurance requirements are contained in thesolicitation 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 suchclaim 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 CityHall, 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. Noticesto 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 MATERIAT,: Any portions of
material submitted by the Contractor to the City and claimed by the Contractor to be proprietary
must be clearly marked as such. Determination of the public nature of the material is subject to theTexas Public Information Act, Chapter 552, and Texas Government Code.
36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor representsand warrants to the City that: the deliverables supplied by the Contractor in accordance with the
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specifications in the Contract will not infringe, directly or conthbutorily, 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; provided
in all events that such warranty is subject to the same limitations on the Contractor’s liability set
forth in Section 10 of the Innovyze Software License Agreement. 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: any claim that the City’s exercise anywhere in the world of the rightsassociated with the City’s’ license rights, and its use of the deliverables in accordance with the
terms of the Contract, and subject to the limitations in Section 10 of the Innovyze Software License
Agreement, in#inges the intellectual property rights of any third party.
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 bedisclosed by law or an order of any court or other governmental authority with proper jurisdiction,
provided the Contractor promptly notifies the City before disclosing such information so as to
permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to
use protective measures no less stringent than the Contractor uses within its own business to protect
its own most valuable information, which protective measures shall under all circumstances be at
least reasonable measures to ensure the continued confidentiality of the Confidential Information.
38. Intentionally Deleted.
39. PUBLICATIONS: All published material and written reports submitted under the Contract
must be originally developed material unless otherwise specifically provided in the Contract.
When material not originally developed is included in a report in any form, the source shall beidentified.
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 understandingfor commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona
fide established commercial or selling agencies maintained by the Contractor for the purpose of
securing business. For breach or violation of this warranty, the City shall have the right, in addition
to any other remedy available, to cancel the Contract without liability and to deduct from any
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amounts owed to the Contractor, or otherwise recover, the full amount of such commission,
percentage, brokerage or contingent fee.
42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without
liability if it is determined by the City that gratuities were offered or given by the Contractor or
any agent or representative of the Contractor to any officer or employee of the City of Denton with
a view toward securing the Contract or securing favorable treatment with respect to the awarding
or amending or the making of any determinations with respect to the performing of such contract.
In the event the Contract is canceled by the City pursuant to this provision, the City shall be
entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost
incurred by the Contractor in providing such gratuities.
43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer,
employee, independent consultant, or elected official of the City who is involved in the
development, evaluation, or decision-making process of the performance of any solicitation shall
have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined
in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any
willfbl 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 violationof 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 tothe 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
changes in a company name or ownership must be accompanied with supporting legaldocumentation such as an updated W-9, documents filed with the state indicating such
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change, copy of the board of director’s resolution approving the action, or an executedmerger 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 wholeor 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 asimilar or different character.
47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed byboth 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 theContract.
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 theUniform 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 use
commercially reasonable efforts to negotiate prior to prosecuting a suit for damages. However,
this section does not prohibit the filing of a lawsuit without prior negotiation or mediation. 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 may 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 describedbelow
B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiationprocess, 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 theContractor 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 orotherwise 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 beconstrued 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 Contractshall in no way affect the validity or enforceability of any other portion or provision of the
Contract. Any void provision shall be deemed severed from the Contract and the balance of the
Contract shall be construed and enforced as if the Contract did not contain the particular portion
or provision held to be void. The parties further agree to reform the Contract to replace any stricken
provision with a valid provision that comes as close as possible to the intent of the stricken
provision. The provisions of this section shall not prevent this entire Contract from being void
should a provision which is the essence of the Contract be determined to be void.
52. HOLIDAYS: The following holidays are observed by the City:
New Year’s Day (observed)MLK Day
Memorial Day
4th of July
Labor Day
Thanksgiving Day
Day After Thanksgiving
Christmas Eve (observed)
Christmas Day (observed)New Year’s Day (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. Anyscheduled 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 debaned or whose principals are suspended or debarred from Federal, State,
or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that itsContract # 7879
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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 ofDenton.
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 definedin the ADA.
56. Intentionally Deleted.
57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all
information presented in any response to 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: To the extent applicable and required by law, the contractor
shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-
Bacon Wage Determination at http://www.doI.gov/whd/contracts/dbra.htm and at the WageDeterminations 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 ofthe 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 530of 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 andstandard 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. 701Contract # 7879
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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 hereafterbe issued
63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The
Respondent shall be liable for all damages to government-owned, leased, or occupied property and
equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers,
including any delivery or cartage company, in connection with any performance on-site at
government-owned property pursuant to the Contract. The Respondent shall notify the City of
Denton Procurement Manager in writing of any such damage within one (1) calendar day.
64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be
responsible for performance under the Contract should it be prevented from performance by an act
of war, order of legal authority, act of God, or other unavoidable cause not attributable to the faultor 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) calendardays 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
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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 contract2. RFP/Bid documents
3. City’s standard terms and conditions4. Purchase order
5. Supplier terms and conditions
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Exhibit DINSURANCE REQUIREMENTS ANDWORKERS’ COMPENSATION REQUIREMENTS
Upon contract execution, all insurance requirements shall become contractual obligations, whichthe 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 bythe City of Denton, Owner, the minimum insurance coverage as indicated hereinafter.
Contractor shall file with the Purchasing Department satisfactory certificates of insuranceincluding any applicable addendum or endorsements, containing the contract number andtitle of the project. Contractor may, upon written request to the Purchasing Department,ask for clarification of any insurance requirements at any time; however, Contractor shallnot commence any work or deliver any material until he or she receives notification thatthe contract has been accepted, approved, and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements shallcomply with the following general specifications, and shall be maintained in compliancewith these general specifications throughout the duration of the Contract, or longer, if sonoted
• Each policy shall be issued by a company authorized to do business in the State of Texaswith an A.M. Best Company rating of at least A- or better.
•Liability policies shall be endorsed to provide the following:
• Name as Additional Insured the City of Denton, its Officials, Agents, Employeesand 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 insuranceapplies separately to each insured against whom claim is made or suit is brought.The inclusion of more than one insured shall not operate to increase the insurer's
limit of liability.
• Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents,employees, and volunteers.
•Cancellation: City requires 30 day written notice should any of the policiesdescribed on the certificate be cancelled or materially changed before theexpiration date.
Should any of the required insurance be provided under a claims made form, Contractorshall maintain such coverage continuously throughout the term of this contract and,without lapse, for a period of three years beyond the contract expiration, such thatoccurrences arising during the contract term which give rise to claims made after
expiration of the contract shall be covered .
•
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•Should any required insurance lapse during the contract term, requests for payments
originating after such lapse shall not be processed until the City receives satisfactoryevidence 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 agreementeffective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shalladditionally comply with the following marked specifications, and shall be maintained incompliance 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 $1,000,000.00shall be provided and maintained by the Contractor. The policy shall be written on anoccurrence basis either in a single policy or in a combination of underlying andumbrella 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 completedoperations, independent contractors, contractual liability covering thiscontract 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, productsand completed operations, independent contractors and property damage
resulting from explosion, collapse or underground (XCU) exposures.
• Broad form contractual liability (preferably by endorsement) covering thiscontract, personal injury liability and broad form property damage liability.Automobile Liability Insurance:[X]
Contractor shall provide Commercial Automobile Liability insurance with Combined Single
Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basicand umbrella or excess policies. The policy will include bodily injury and property damageliability arising out of the operation, maintenance and use of all automobiles and mobileequipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
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• any auto, or• atI owned hired and nonowned autos.
[X]Cyber
Cyber coverage provided protection for business liability for a data breach, cyberextortion, business interruption due to malicious cyber attacks or malware
infections. A Cyber policy will be required anytime a system interfaces with the Cityof Denton’s servers or houses sensitive information such as customer or employeedata. When Cyber coverage is required commercial crime is also required. Limits ofnot less than $500,000 are required unless other limits are individually approved bythe City
Contract # 7879
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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 theGovernment 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 requiringthe business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish a Certificate of Interest Parties before the contract isawarded, in accordance with Government Code 2252.908.
The contractor shall:
1.
2
3
4.
5
6.
Log onto the State Ethics Commission Website at :
https://www . ethics.state.tx.us/whatsnew/elf_info_form 1295.htm
Register utilizing the tutorial provided by the State
Print a copy of the completed Form 1295
Enter the Certificate Number on page 2 of this contract.
Complete and sign the Form 1295
Email the form to purchasing@cityofdenton.com with the contract number in the subject line.
(EX: Contract 1234 – Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day afterCouncil award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Commission’s website within seven business days.
Contract # 7879
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EXHIBIT F
TOTAL DUE BY
26,415.92 USD 14-October-2021
INVOC
Q-95314Innovyze'
Empowering water experts Innovyze Inc6720 S Macadam Ave. Ste 200
Portland, Oregon 97219-2368United States
Main: + 1 (888) 554 5022Federal Tax ID:59-3169325Terms and ConditionsInvoice Date: 19-July-2021
Account: City of Denton
InfoWater Suite Floating (Unlimited Links) - InfoCare Renewal
15-October-2021 to 14-October-2022
Serial No: IWR01SUNL01-F000248
InfoAsset Planner Unlimited - InfoMaster Suite Early AdopterFloating - InfoCare Renewal
15-October-2021 to 14-October-2022
Serial No: ASP10RUNL01-F000180
InfoWorks ICM Floating (2.000 Nodes / Unlimited 2D Mesh) -InfoCare Renewal
15-October-2021 to 14-October-2022
Serial No: 22220797
Floating License Manager
15-October-2021 to 14-October-2022
Serial No: FLM30RUNL01-0000773
USD 5,686.00 1 5,686.00
USD 12,985.42 1 12,985.42
USD 7,744.50 1 7,744.50
USD 0.00 1 0.00
SUBTOTAL 26,41 5.92
TAX 0.00
TOTAL 26,41 5.92
All values displayed are in USD
www. I IIn OWze.corn
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Payment Methods*Updated as of 22-Feb.2021 *Reference invoice number Q-95314
Remit Check Via US Post
Innovyze, Inc.DEPT CH 17953
Palatine, IL 60055-7953
Direct Electronic Bank Transfer
Account Name Innovyze, Inc.Bank Name HSBC Bank USA NA
Account Type CheckingAccount No. ZUL70041 31
ACH Routing No. 022000020
Wire Routing No. 021001088swIFr ID MRMDUS33
Remit Check Via Courier
Innovyze, Inc.Attn: 17953
5505 N Cumberland Ave., Suite 307
Chicago, IL 60656-1471 Remit to: uscustomerbilling@innovyze.com
For Credit Card Payments please call +1 (888) 554 5022. A 3% transaction fee applies for payments over USD 20,000.00.
BILL TO SHIP TO ORIZATION
City of Denton
215 E McKinney StDenton. Texas 76201-4299United States
accountspaya ble@cityofdenton.com
City of Denton901 B Texas StDenton, Texas 76209United States
accountspaya ble@cityofdenton.com
Main Contact:
Melanie Beard
The estimated tax due. is as identified, an estimate. Actual taxable amount may vary. Customer is responsible forall tax liabilities and/or obligations that result from any purchase identified on, or result from, this quotation. If
customer is tax exempt, a copy of a valid exemption certificate must be provided to Innovyze.
Technical support and/or maintenance services (“Support Services") are offered pursuant to this quotation and the
Innovyze Software Maintenance & Support Agreement. To receive Support Services, customer acknowledges and
agrees that it must at all times continue to be party to the Innovyze Software Maintenance & Support Agreementwithout interruption. Customer acknowledges and agrees that in the event the Innovyze Software Maintenance &
Support Agreement is not renewed or is allowed to lapse (whether as a result of non-renewal. lack of payment, orotherwise): (i) Innovyze will have no obligation to provide customer with the Support Services or any other technical
support and/or maintenance of any kind; and (ii) in order to again be eligible to receive Support Services, customerwill be required to pay all delinquent payment/outstanding balances due, regardless of duration, plus a twenty-fivepercent (25%) reinstatement fee.
Any software delivered in connection with this quotation is governed by the Innovyze Software License Agreement.
Innovyze standard policy states that if any provision contained in this Agreement is in conflict with, or inconsistent
with, any provision of the standard Innovyze Licensing Agreement (www.innovyze.com/en-us/agreements), theprovision contained in the applicable Innovyze standard agreement shall govern and control.
In addition to the Company’s standard terms and conditions:
The associated terms for the above products and/or services (the “Solution Set") are, as issued herein,non-cancellable and non-refundable (“NCNR");
www. I n rlovyze.corn
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Any prepayment made by customer to Company, as associated with the above Solution Set(s) is also
considered non-cancellable and non-refundable (’'NCNR"). Modification and/or change to a Solution Setdoes not alter the NCNR status.
Customer acknowledges that the NCNR clause shall supersede any and all other applicable language, inany agreement, by and between the parties; where there is a conflict, NCNR terms shall rule.
www. Inn ovyze.corn
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Exhibit F - Software License Agreement
DATE: 1/4/2022
THIS SOFTWARE LICENSE AGREEMENT (“AGREEMENT”) GOVERNS YOUR ACCESS TO AND USEOF THE INNOWZE SOFTWARE PRODUCTS FOR WHICH YOU HAVE PURCHASED LICENSERIGHTS (THE “SOFTWARE,” AS FURTHER DEFINED BELOW), AND INNOWZE’S PERFORMANCEOF ANY CORRESPONDING SUPPORT SERVICES AND PROFESSIONAL SERVICES RELATINGTHERETO
BY ACCEPTING THIS AGREEMENT, EITHER BY: BY EXECUTING AN ORDER FORM THATREFERENCES THIS AGREEMENT, AS EDITED HEREIN BY CUSTOMER, YOU AGREE TO BEBOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOU ARE ENTERING INTOOR ACCEPTING THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTmY, YOUREPRESENT AND WARRANT THAT YOU HAVE THE NECESSARY AUTHORITY TO BmD SUCHCOMPANY OR LEGAL ENTITY TO THE TERMS AND CONDITIONS OF THIS AGREEMENT. IF YOUDO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS ANDCONDITIONS OF THIS AGREEMENT, DO NOT ACCEPT THIS AGREEMENT AND DO NOT ACCESSOR USE THE SOFTWARE.
By accepting this Agreement as described above, you have the following rights, obligations and responsibilities:
Definitions.
Capitalized terms not defined elsewhere in this Agreement shall have the meaning given to them in theDefinitions section below.
“Affiliates” means any entity which directly or indirectly controls, or is controlled by, or is under common control
with a party to this Agreement, by way of majority voting stock ownership or the ability to otherwise direct orcause the direction of the management and policies of such party, for as long as such control exists.
“Confidential Information” means any commercial, financial, marketing, business, technical or other data,security measures and procedures, trade secrets, know-how or other information disclosed by or on behalf of aparty (the 'Disclosing Party”) to the other party (the “Receiving Party”) for purposes arising out of or in
connection with this Agreement, and that: (a) in the case of information in tangible form, is marked “confidentiaF’
or “proprietary;” (b) in the case of information disclosed orally, visually or any other intangible form, is designated
confidential or proprietary at the time of disclosure, and if disclosed orally, is summarized in reasonable detail ina writing delivered to the Receiving Party within ten (10) days following disclosure. Any reproduction of theforegoing information in any form or medium, or any part of such information, shall likewise be deemed“Confidential Information” hereunder. Notwithstanding the foregoing, the following shall not be Confidential
Information: (i) information that was in the public domain at the time of its disclosure, or which becomes publicdomain property through no fault of the Receiving Party; (ii) information that was rightfully in the ReceivingParty’s possession without restriction prior to disclosure; (iii) information that was rightfully disclosed to the
Receiving Party by a third party without restriction; and (iv) information that was independently developed byemployees and/or contractors of the Receiving Party who did not have access to and without use of or reference to
the Disclosing Party’s Confidential Information.
“Customer” means the customer licensing the Software as identified in the applicable Order Form.
“Professional Services” means the general consulting, implementation and/or training services to be providedto Customer by Innovyze pursuant to a Work Order.
“Order Form” means Innovyze’s order form or other ordering documentation for the Software that is executed
by Customer or its Affiliate and Innovyze.
“Software” means the Innovyze software, in executable, machine readable format only, identified in the Order
Form, including any Updates and any accompanying materials and hardware.
Innovyze Software License Agreement Page 1 of 13
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Exhibit F - SOFTWARE MAINTENANCE & SUPPORT AGREEMENT
The following Maintenance and Support Agreement (hereinafter “Agreement”) is by and between you (hereinafter“Licensee”) and Innovyze, Inc. or Innovyze, Ltd. (as provide in the Innovyze Standard License Agreement and
hereinafter collectively “lnnovyze") and shall apply to the provision of software maintenance and support services for
the Software licensed under the Innovyze Standard License Agreement. If not otherwise defined herein, definedterms shall have the meaning as set forth in the Innovyze Standard License Agreement, which is specifically
referenced and incorporated herein. In the event of any conflict in terms, the terms of the Standard License
Agreement shall govern. receipt of invoice. Innovyze reserves the right tochange the Annual Maintenance Fee.
1. Definitions. “Effective Date” shall mean date
set forth in the Quotation approved by Licensee.Late Payment. If you fail to pay the Annual7
Maintenance Fee within thirty (30) days of receipt of
invoice, this Agreement will automatically terminatewithout written notice. Failure to make payment willresult in Licensee receiving no maintenance and
support services as described herein, including but notlimited to, the reactivation of the Software in
connection with its transfer to another computer or
server. If Licensee wishes to renew this Agreement
after it has been terminated for non-payment,Licensee shall pay all Annual Maintenance Fees in
arrears plus a charge of 25% on the total amount.
2. Term. The contract term will be three (3) years,effective from date of award or notice to proceed as
determined by the City of Denton Purchasing Department.
The City and the Supplier shall have the option to renew this
contract for an additional two (2) one-year periods, in a total
five (5) years. 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.
Software Updates and Maintenance. Innovyze3
will support, maintain, update, and upgrade
(“Maintenance”) the Software during the Term.
Maintenance will only apply to unmodified Softwareand the most recently released and updated version ofthe Software. During the Term, Innovyze will usecommercially reasonable efforts to correct any
functions in the Software which fail to perform asspecified in the supporting documentation. Updates
or upgrades issued by Innovyze for the Software also
may include enhancements or new features.
8. Traininq.hereunder.No software training IS provided
Data. Any data or information provided
Licensee to assist Innovyze in the provision
byof
maintenance services hereunder shall remain yoursole and exclusive property. Innovyze shall have no
liability for the accuracy or correctness of such data orinformation.
4. Software Support. Licensee may contact the
Innovyze support team. The contact information can
be found at http://www.innovvze.com/contactus/.
Innovyze support staff will be available during normalbusiness hours to assist Licensee regarding the
operation of the Software within a reasonable time.
10. Limitation of Liability. The parties agree, tothe fullest extent permitted by law, to limit theaggregate liability of Innovyze, its parents,subsidiaries and affiliates, and their respectivedirectors, officers, employees and agents, to theAnnual Maintenance Fee as set forth in the
Quotation. This limitation of liability shall apply toall suits, claims, actions, losses, costs anddamages of any nature arising from or related tothis agreement and without regard to the legaltheory under which such liability is imposed.
5. Cancellation. Either party may elect not to
automatically renew this Agreement by providing the
other party a written notification of cancellation at leastsixty (60) days prior to the end of the then currentTerm ,Under no circumstances shall Innovyze be liablefor any, incidental, special, or consequentialdamages of any kind (including, but not limited to,damages for loss of revenue or profit, businessinterruption, or loss of business information)arising out the provision of services under thisagreement or the use, or inability to use, the
6. Subscription Fees. On the anniversary of the
Effective Date, Licensee agree to pay Innovyze theAnnual Maintenance Fees set forth in the Quotation
and each year thereafter on the anniversary date of
Effective Date. Payment shall be made within 30 days
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Software, even if Innovyze has been advised of thepossibility of such damages.17. Notice. All notices under this Agreement mustbe delivered in writing by courier, certified orregistered mail, to the other party and will be effectiveupon receipt or three (3) business days after being
deposited in the mail, whichever occurs sooner.
11. Controllinq Law. The validity, construction,
and performance of this Agreement shall be governedin accordance with the laws of the State of Texas,
USA. The parties agree that any proceeding arisingout this Agreement shall be instituted in the State of
Texas , USA, and each party irrevocably submits to the
jurisdiction of such proceeding and waives any and allobjections to jurisdiction and venue that it may have
under any other law.
18. Waiver. Any waiver, either express or implied,
by either party of any term of this Agreement shall notconstitute or be construed as a waiver of any
subsequent breach or other default.
12. Termination. If Licensee fails to comply with
any of the terms and conditions of this Agreement,Innovyze may terminate the Contract for cause by
written notice, effective ten (10) calendar days, unlessotherwise specified, after the date of such notice,
unless Licensee, within such ten (10) day period,cures such default, or provides evidence sufficient toprove to Innovyze's reasonable satisfaction that suchdefault does not, in fact, exist. . In the event of
termination, you must immediately uninstall theSoftware and return any accompanying materials andhardware and provide written confirmation thatLicensee has complied with the terms of this provision.
19. Licensee is subject to constitutional and statutory
limitations on its ability to enter into certain terms and conditions of
the Agreement, which may include those terms and conditions
relating to: liens on Licensee property; disclaimers and limitationsof warranties; disclaimers and limitation of liability for damages;
waivers, disclaimers, and limitation on litigation or settlement to
another party; liability for acts or omissions of third parties; payment
of attorney’s fees; dispute resolution; and indemnities. Terms andconditions relating to these limitations will not be binding on
Licensee, except to the extent not prohibited by the Constitution andthe laws of the State of Texas.
13. Complete Agreement. This Agreement
constitutes the entire agreement between the partiesconcerning the use of the Software and supersedes allprior or contemporaneous understandings oragreements, whether written or oral. This agreement
may not be amended except by a writing signed by anauthorized representative of Innovyze.
14. Bindinq Effect and Assiqnment. The terms of
this Agreement shall bind and inure to the benefit of
the parties and their respective successors and
assigns. Innovyze may assign this Agreement, or anyright or obligation hereunder, without the prior written
consent of Licensee. Innovyze shall notify the City ofDenton in writing of any assignment.
15. Parties in Interest. Nothing in this Agreement,express or implied, is intended to confer on any thirdparty or person any right or remedy under or by reasonof this Agreement.
16. Severability. The invalidity or unenforceabilityof any term of this Agreement shall not affect the other
terms, and this Agreement shall be construed in allrespects as if any invalid or unenforceable term wereomitted .
DocuSign Envelope ID: B451EF4D-C63E4889-B209-642A059397AI
Exhibit F - Software License Agreement
“Support Services” means the supplemental, fee-based technical support services described in the SupportTerms to be provided to Customer by Innovyze in connection with the Software pursuant to the terms and
conditions of this Agreement.
“Territory” means the geographic territory for which Customer has purchased the right to access and use the
Software, as identified in the Order Form.
“Third Party Software” means third party software that is included with or provided by Innovyze in connectionwith the Software, as further described in Section 1.9 below.
“Updates” refers to releases in the Software that improve usability (identi6ed by a version change two points tothe right of the decimal point, e.g., 2.1.1 to 2.1.2) which are generally an accumulation of maintenance changesto the Software
“Upgrades” refers to releases of the original Software (identified by a version change one point to the right of
the decimal point, e.g., 2.1 to 2.2), which add functionality.
“Users“ means individuals in the Territory who are authorized by Customer or its Affiliate to use the Softwarepursuant to this Agreement or as otherwise defined, restricted or limited in an Order Form. Users are limited toCustomer’s and its Affiliates’ employees, consultants, contractors and agents, in each case, located in theTerritory
'Website Terms” means the terms and conditions set forth on Innovyze’s designated website(s) for the Software,
as may be updated from time to time, and which terms are hereby incorporated by reference herein. In the case
of any conflict or inconsistency between the provisions of this Agreement and the Website Terms, the provisions
of this Agreement shall govern and control.
1 . Software.
1.1.License Grant. Subject to the terms and conditions of this Agreement, Irmovyze hereby grants
to Customer, a limited, nontransferable, nonsublicensable, nonexclusive right and license to usethe Software pursuant to the license rights purchased by Customer in the Order Form (the“License Rights”), for use by Customer’s and its Afnliates’ Users solely for the internal
business operations of Customer or such Affiliate (as applicable) in the Territory.
1.2.License Rights. Customer agrees to use the Software solely in accordance with the LicenseRights purchased by Customer. The License Rights shall include: (a) the configuration of the
Software being purchased (i.e., Fixed Seat or Floating Seat); (b) the term for which the Software
is being licensed (i.e., perpetual term, subscription, or lease or rental term); and (c) the Territory
for which the Software is being licensed. The License Rights purchased by Customer shall be setforth in the Order Form.
1.3.Order Forms. The Software shall be ordered by Customer or its Affiliates pursuant to one or
more Order Forms. Each Order Form shall include, at a minimum, a listing of the Software, the
License Rights being purchased, and, if applicable, any Support Services and/or Professional
Services being ordered, and the associated fees for each. Except as otherwise provided in theOrder Form or in this Agreement, each Order Form is non-cancellable and shall be subject tothe terms and conditions of this Agreement. For any order by Customer’s Af61iates, the term
“Customer” herein shall refer to Customer and any such Affiliate.
1.4.Restrictions. Customer is responsible for Users' compliance with the terms and conditions of
this Agreement. Except as otherwise expressly authorized in this Agreement, Customer must
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Exhibit F - Software License Agreement
not use, and must ensure that its Affiliates do not use, the Software to provide a service bureauor outsourced service, and may not rent, resell, sublicense, or permit the concurrent use of, ortime-sharing of the Software. Customer shall not and shall not permit any Affiliate, User orother third party to: (a) copy, translate, create a derivative work of, reverse engineer, reverse
assemble, disassemble, or decompile the Software or any part thereof or otherwise attempt to
discover any source code or underlying ideas or algorithms of the Software; (b) rent, lease,distribute sell, resell, assign, or otherwise transfer Customer’s or a User’s rights to use theSoftware; (c) access or use the Software to circumvent or exceed Software use limitations or
requirements; (d) use the Software for the purpose of directly or indirectly developing a similar
or competitive product or service; (e) modify or alter the Software in any way; (f) use the Software
in a manner that is in violation of any third party’s privacy or intellectual property rights; (g)
issue or participate in any press release or other public statement related to this Agreement orthe Software without the prior written consent ofInnovyze; (b) use or permit the use of any toolsin order to probe, scan or attempt to penetrate or benchmark the Software hereunder; or (i)
bypass any measures Innovyze uses to restrict access to the Software. Except as permitted bythis Agreement, no part of the Software may be copied, reproduced, distributed, republished,
displayed, posted or transmitted in any form or by any means. Customer shall ensure that all
access and use of the Software by Users is in accordance with the terms and conditions of this
Agreement. Any action or breach by any of such User shall be deemed an action or breach byCustomer.
1.5.Territory. The Software is licensed for use in the Territory only. The Software may not be
accessed or used by Customer and/or its Users outside of the Territory, whether such use is by
or for an Af61iate or otherwise. The access to and/or use of the Software outside of the Territoryby Customer, Customer’s Affiliates, or any User shall be deemed a material breach of thisAgreement.
1.6.Compliance with Laws. In using the Software, Customer shall comply with all applicable
local, state, federal, and foreign laws, treaties, regulations, and conventions in connection with
this Agreement, including without limitation those related to privacy, data security, electronic
communications and anti-spam legislation.
1.7.Export Compliance. In using the Software, Customer shall comply with the export laws andregulations of the United States and other applicable jurisdictions and obtain any permits,licenses and authorizations required for such compliance. Without limiting the foregoing,
Customer represents, warrants and covenants on behalf of itself, its AHliates and its Users that:
(a) it is not named on any U.S. government list of persons or entities prohibited from receiving
exports; (b) it shall not permit Users to access or use the Software in violation of any U.S. export
embargo, prohibition or restriction; (c) it shall comply with all applicable laws regarding thetransmission of technical data exported from the United States and the country in which itsUsers are located; and (d) it shall not use, or permit the use of, the Software for illegal,
fraudulent, or unethical purposes or otherwise in a manner that could give rise to civil or
criminal liability.
1.8.Updates and Upgrades.
1.8.1 Updates. If Customer has purchased or is otherwise entitled to receive SupportServices under this Agreement and/or an Order Form, Innovyze will provide Updates
to the Software, if any, as part of providing such Support Services. Notwithstandingthe preceding sentence, Customer acknowledges and agrees that: (a) Innovyze shall
have no obligation to develop or release any such Updates; and (b) any such Updates
shall be released to Customer, if at all, at the same time such Updates are released by
Innovyze to its customers generally. Customer shall not be entitled to receive Updatesexcept as otherwise set forth in this Section 1.8.1.
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Exhibit F - Software License Agreement
1.8.2 Upgrades. Irmovyze shall have no obligation to provide or make available to
Customer, and Customer shall have no right to receive from Innovyze, any Upgrades,regardless of whether Customer has purchased or is otherwise entitled to receiveSupport Services. Upgrades must be purchased by Customer pursuant to a separate
Order Form and/or under separate license terms and conditions.
1.9. Third Party Software.
1.9.1 Customer acknowledges and agrees that Customer shall not take any action that would
require, indicate, or imply that the Software or any portion or component thereof is or
may be licensed under the terms of any Open Source Code license. By way of illustration
and not by way of limitation, Customer shall not use or incorporate the Software with
any Open Source Code licensed under any license terms that: (a) impose or could impose
a requirement or condition that the Software, or any software or source code used orintegrated therewith: (i) be disclosed or distributed in source code form; (ii) be licensed
for the purpose of making modifications or derivative works; or (iii) be redistributableat no charge; or (b) otherwise impose or could impose any other material limitation,
restriction, or condition on the right or ability of Innovyze to use or distribute the
Software, or any software or source code used or integrated therewith. Customer shallpromptly inform Innovyze in writing of any Open Source Code use in violation of thisSection 1.9.1 of which it becomes aware. For purposes of this Agreement, “Open
Source Code” means any software code that is distributed as “free software” or “open
source software” or that is otherwise distributed publicly in source code form under
terms that permit modification and redistribution of such software.
1.9.2 The Software may use and/or include certain third party software components, as listedin the “About” section of the Software which is accessible after installation. Customer
acknowledges and agrees that the use of the Software may be subject to the license
terms under which such third party software components are licensed.Notwithstanding any provision of this Agreement to the contrary, Innovyze has noresponsibility or liability for any such third party software components.
1.9.3 Subject to Section 1.9.1 above, in exercising the rights granted to Customer in this
Agreement, Customer shall strictly comply with the terms and conditions of any Open
Source Code licenses and/or other third party software licenses that may govern orapply to Customer’s use of the Software as authorized in this Agreement
1.10.Website Terms. Innovyze may from time to adopt or otherwise maintain certain Website Terms
which apply to the access to and/or use of the Software and/or Innovyze’s provision of SupportServices. Such Website Terms may include, without limitation: (a) the Support Terms; and/or
(b) acceptable use policies and/or other similar policies, in each case as may be adopted, amendedor revised from time to time. Access to and/or use of the Software signifies Customer’s
acceptance of the Website Terms. Customer shall strictly comply with any and all such Website
Terms adopted or otherwise maintained by Innovyze.
2.Support Services and Professional Services. Innovyze may, but shall have no obligation to,
provide Customer with documentation and other online resources to assist Customer in its use of the
Software. Innovyze also offers optional “for fee“ Support Services and Professional Services, as follows:
2.1 .Support Services. The Support Services provided by Innovyze are described at the following
link:https://www.innovvze.com/media/2635/innovyze-softwa re-maintenance-support-
aqreement.pdf (the “Support Terms’). Support Services will be provided in the Territory only.The parties further agree as follows with respect to the Support Services:
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Exhibit F - Software License Agreement
2.1.1 If Customer’s License Rights are subscription based, then the Support Services are
included as part of the subscription fees paid by Customer for the Software, as specifiedin the Order Form. Subject to Customer’s payment of the subscription fees owed by
Customer as set forth in the Order Form, Innovyze will be provide Support Services to
Customer during the term of each applicable subscription period.
2.1.2 If Customer’s License Rights are perpetual in nature or are lease or rental based,Support Services are not included in the license fees paid by Customer for the Software,
but must instead be purchased separately by Customer in the Order Form.
2.1.3 Where Customer’s License Rights are perpetual in nature, Support Services arepurchased annually and will be invoiced by Innovyze and paid for by Customer in
advance. Innovyze will commence providing Support Services as of the date purchased
by Customer, and will continue to provide such Support Services for a period of twelve
(12) months. Thereafter, unless this Agreement has been earlier terminated as set forthin Section 6.2 below, Innovyze’s obligation to provide Support Services will
automatically renew as set forth herein. Innovyze shall use commercially reasonableefforts to provide Customer with a general renewal reminder prior to the end of thethen-current Support Services term. However, if neither Customer nor Irmovyze
provides written notice to the other of its intention that the Support Services not renew
as provided in this Section 2.1.3 at least thirty (30) days’ prior to the expiration of thethen current Support Services term, then the Support Services shall automatically
renew for a successive twelve (12) month period. The pricing for any renewal Support
Services terms shall be set at then current Innovyze pricing, unless otherwise agreed
to by the parties in writing, and Innovyze shall be entitled to invoice Customer for the
fees owed by Customer for such Support Services. The failure to renew the SupportServices shall not affect the perpetual License Rights purchased by Customer.
However, in the event that Customer does not renew the Support Services and seeks to
purchase Support Services at any time thereafter, Customer will be obligated to pay toInnovyze any and all amounts that would have been due and payable to Irmovyze for
the Support Services had Customer renewed the Support Services during any period of
time in which the Support Services were allowed to lapse by Customer.
2.2.Professional Services. Innovyze shall provide Professional Services to Customer pursuant to
a work order entered into between Customer and Innovyze ('Work Order(s)”). Work Ordersshall identify, among other things, the Professional Services being sought, the fees for such
Professional Services, and the requested Professional Services dates. Professional Services willonly be provided by Innovyze in locations approved by Innovyze. Each Work Order shall be
subject to and governed by the terms and conditions of this Agreement.
3.Term; Fees and Payments.
3.1 .Term. . The contract term will be three (3) years, effective from date of award or notice toproceed as determined by the City of Denton Purchasing Department. The City and the Supplier
shall have the option to renew this contract for an additional two (2) one-year periods, in a total Eve(5) years. 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. In particular:
3.1 .1 If Customer’s License Rights are for a perpetual term, then this Agreement and theLicense Rights purchased by Customer hereunder shall continue in perpetuity until
terminated pursuant to Section 6.2 below.
3.1.2 If Customer’s License Rights are subscription based, then this Agreement and the
License Rights purchased by Customer hereunder shall, unless earlier terminated as
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Exhibit F - Software License Agreement
set forth in Section 6.2 below, continue for the subscription period specified in the Order
Form, and upon the expiration of such subscription period, shall, unless this Agreement
has been earlier terminated as set forth in Section 6.2 below, automatically renew forsuccessive subscription periods of the same length. Innovyze shall use commerciallyreasonable efforts to provide Customer with a general renewal reminder prior to the
end of the then current subscription period. However, if neither Customer nor Innovyzeprovides written notice to the other of its intention that this Agreement not renew fora successive subscription period at least thirty (30) days’ prior to the expiration of the
then current subscription period, then this Agreement shall automatically renew for a
successive subscription period. The pricing for any renewal subscription periods shall
be set at then current Innovyze pricing, unless otherwise agreed to by the parties, andInnovyze shall be entitled to invoice Customer during such renewed subscription
period
3.1 .3 If Customer’s license Rights are lease or rental based, then this Agreement and the
License Rights purchased by Customer hereunder shall expire upon the expiration of
the lease or rental period specified in the Order Form, unless earlier terminated as setforth in Section 6.2 below.
3.2.Fees and Payment.
3.2.1 The fees paid or payable by Customer are set forth in the Order Form. All fees payable
are due within thirty (30) days from the receipt of invoice. All fees are non-refundable,
except as otherwise explicitly stated in the applicable Order Form or this Agreement.
3.2.2
3.2.3
The fees do not include any local, state, federal or foreign taxes, levies or duties of any
nature, including value-added, sales, use or withholding taxes (“Taxes”).
If Customer fails to make any payment when due then, in addition to all other remedies
that may be available, Innovyze may charge interest on the past due amount at the rate
of one and one half percent (1.5%) per month calculated daily and compounded monthly
or, if lower, the highest rate permitted pursuant to applicable law.
3.2.4
4.Proprietary Rights.
4.1 .Innovyze Intellectual Property Rights. The Software is licensed and not sold. All rights,
title and interest in and to the Software, the Support Services, and/or the Professional Services
(“Innovyze Proprietary Rights”) (including without limitation all intellectual property rightstherein and all modifications, extensions, customizations, scripts or other derivative works of
any of the foregoing provided or developed by Innovyze) are owned exclusively by Innovyze or its
licensors. Except as provided in this Agreement, the rights granted to Customer do not convey
any rights in the Innovyze Proprietary Rights, express or implied, or ownership in the InnovyzeProprietary Rights or any intellectual property rights thereto. Customer shall not take any act
or engage in any conduct that is contrary to or inconsistent with Innovyze’s exclusive ownership
of and rights in and to the Innovyze Proprietary Rights, including without limitation, bygranting any rights in or to the Software to any third party, or otherwise encumbering theSoftware in any way. Customer grants Innovyze a royalty-free, worldwide, perpetual,
irrevocable, freely transferable right to use, modify, distribute and incorporate into its productsand/or services (without attribution of any kind) any suggestions, enhancement requests,
recommendations, proposals, corrections or other feedback or information provided by Customeror any Users related to the operation or functionality of the Software or in any way related tothe Innovyze Proprietary Rights. Any rights in the Innovyze Proprietary Rights or Innovyze’s
intellectual property rights not expressly granted herein by Innovyze are reserved by Innovyze.
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Exhibit F - Software License Agreement
The trademark INNOVYZE and all associated logos and product and service names aretrademarks and/or service marks ofInnovyze (the “lnnovyze Marks’). Customer agrees not to
display or use the Innovyze Marks in any manner without Innovyze’s express prior written
perlnls sion.
4.2.U.S. Government Rights. The Software is a “commercial item” as that term is de6ned at FAR2.101. If Customer or a User is a U.S. Federal Government (“Government”) Executive Agency
(as defIned in FAR 2.101), Innovyze provides the Software, including any related software,
technology, technical data, and/or professional services in accordance with the following: (a) if
acquired by or on behalf of any Executive Agency (other than an agency within the Department
of Defense (“DoD’), the Government acquires, in accordance with FAR 12.211 (Technical Data)
and FAR 12.212 (Computer Software), only those rights in technical data and software
customarily provided to the public as defIned in this Agreement; or (b) if acquired by or on behalf
of any Executive Agency within the DoD, the Government acquires, in accordance with DFARS227.7202-3 (Rights in commercial computer software or commercial computer software
documentation), only those rights in technical data and software customarily provided in this
Agreement. In addition, DFARS 252.227-7015 (Technical Data – Commercial Items) applies totechnical data acquired by DoD agencies. Any Federal Legislative Agency or Federal Judicial
Agency shall obtain only those rights in technical data and software customarily provided to the
public as set forth in this Agreement. If any Federal Executive Agency, Federal LegislativeAgency, or Federal Judicial Agency has a need for rights not conveyed under the terms described
in this Section 4.2, it must negotiate with Innovyze to determine if there are acceptable termsfor granting such rights, and a mutually acceptable written addendum speci£cally conveyingsuch rights must be included in any applicable contract or agreement to be effective. This Section4.2 is in lieu of, and supersedes, any other FAR, DFARS, or other clause, provision, orsupplemental regulation that addresses Government rights in computer software or technical
data under this Agreement.
4.3.Publicity. Subject to the other party’s prior written consent in each instance, each party grants
to the other party the limited, revocable right to use such other party’s name and logo solely on
its website and promotional materials for marketing and promotional purposes.
5.Customer Requirements. Customer agrees as follows:
5.1 .Accuracy of Customer’s Contact Information. Customer shall provide accurate, current
and complete information on Customer’s legal business name, address, email address and phone
number, and maintain and promptly update this information if it should change.
5.2.Email and Notices. Customer’s email address for communication and notice purposes relatingto this Agreement is the email address for notices set forth in the Order Form (or subsequentemail addresses as advised by Customer to Irmovyze in writing). Customer agrees to acceptemails from Innovyze at such email address. Irmovyze may provide any and all notices,
statements, and other communications in English to Customer through either email or by mailor express delivery service. In addition, Irmovyze may rely and act on all information,authorizations and instructions provided to Innovyze from the above-specified email address
and/or Customer’s designated administrators for the Software.
5.3.Use of Software. The Software being licensed is intended for use in the design, modeling, andmanagement of water systems. However, while appropriate care has been taken in thedevelopment of the Software, the Software is a tool only, and is not a substitute for the advice
and/or judgment of a professionally trained engineer or similar water systems professional.Innovyze does not perform any independent analysis or investigation of Customer’s particularwater systems, nor does Innovyze provide engineering services. Furthermore, modelconfigurations, projections, and any analyses generated by the Software are intended for
informational use only. Forecasts and actual results may materially vary due to, among other
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Exhibit F - Software License Agreement
things, the use of inaccurate or incomplete data as an input into the Software, operation andsystem conditions that are beyond the scope or capability of the Software, or any events orcircumstances that are not reasonably foreseeable under the circumstances. Innovyze is not
responsible for the realization of forecasted conclusions or projections, or the identification of (orthe failure to identify) matters that might affect actual system operation or conditions as a result
of Customer’s use of the Software. Customer acknowledges and agrees that each User mustexercise his or her own independent skill, experience, knowledge and professional judgment in
making decisions based on his or her use of the Software and/or the output thereof; accordingly,
all risk associated with the use of the Software is solely with Customer and/or its Users.
6.Suspension and Termination.
6.1 .Suspension. In addition to any other rights and/or remedies that Innovyze may have
hereunder, whether at law or in equity, Innovyze reserves the right to suspend Customer’s accessto or use of the Software and/or the Support Services, as follow:
6.1.1 Where Customer’s License Rights are subscription based, Innovyze may suspend
Customer’s and/or Customer’s A#iliates’ access to and/or use of the Software if anypayment is due to Innovyze (whether under this Agreement, an Order Form, or anyother agreement between the parties) but is unpaid, provided that, Innovyze has
provided Customer a delinquency notice and at least fifteen (15) days have passed sincethe transmission of such notice.
6.1.2 Innovyze may suspend Customer’s and/or Customer’s Af61iates access to and/or use ofthe Support Services if any payment is due to Innovyze (whether under this Agreement,
an Order Form, or any other agreement between the parties) but is unpaid, provided
that, Innovyze has provided Customer a delinquency notice and at least fifteen (15)
days have passed since the transmission of such notice.
6.1.3 Innovyze may suspend Customer’s and/or Customer’s Affiliates’ access to and/or use ofthe Software in the event Customer: (a) breaches its confidentiality obligations in
Section 7; (b) in#inges, violates or misappropriates Innovyze’s intellectual propertyrights; or (c) exceeds the scope of the License Rights granted to Customer under thisAgreement.
6.1.4 Customer agrees that Innovyze shall not be liable to Customer or to any CustomerAffiliate or other third party for any suspension pursuant to this Section.
6.2.Termination. In addition to any other rights and/or remedies that either party may have
hereunder, whether at law or in equity, either party may immediately terminate this Agreementand all Order Forms hereunder in the event the other party commits a material breach of any
provision of this Agreement which is not cured within thirty (30) days of written notice from the
non-breaching party. Such notice by the non-breaching party shall expressly state all of the
reasons for the claimed breach in sufficient detail so as to provide the alleged breaching party a
meaningful opportunity to cure such alleged breach.
6.3.Post Termination or Expiration Rights and/or Responsibilities. Upon the terminationor expiration of this Agreement, Customer shall have no rights to continue the use of the
Software and shall promptly uninstall the Software and, at Innovyze’s option, either destroy theSoftware (and certify in writing such destruction) or return the Software to Irmovyze. If thisAgreement is terminated by Customer for any reason other than a termination expressly
permitted by this Agreement, then Innovyze shall be entitled to all of the fees due under this
Agreement for the entire Term. If this Agreement is terminated as a result ofInnovyze’s breach
of this Agreement, then Customer shall be entitled to a refund of the pro-rata portion of any fees
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Exhibit F - Software License Agreement
pre-paid by Customer under this Agreement to the extent unearned by Innovyze as of the
effective date of termination or expiration.
7.Confidentiality.
7.1 .Protection of Confidential Information. The Receiving Party shall: (a) protect the
Confidential Information against unauthorized access or use using the same degree of care thatit uses to protect the confidentiality of its own confidential information of like kind (but in no
event using less than commercially reasonable care); (b) not use any Confidential Information
for any purpose outside the scope of this Agreement; and (c) except as otherwise authorized bythe Disclosing Party in writing, not divulge, transfer or otherwise make available the
Confidential Information to any third party. The Receiving Party shall further limit access to
the Con6dential Information to those of its and its Af61iates’ employees, contractors and agentswho need such access for purposes consistent with this Agreement and who have signed
confidentiality agreements with the Receiving Party containing protections no less stringentthan those herein.
7.2.Compelled Disclosure. The Receiving Party may disclose the Confidential Information of theDisclosing Party if it is compelled by law to do so, provided the Receiving Party gives the
Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) andreasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest
the disclosure. Irmovyze acknowledges that the City of Denton must strictly comply with the Public
Information Act, Chapter 552, Texas Government Code in responding to any request for public information
related to this Agreement. This obligation supersedes any conflicting provisions of this Agreement. Any
portions of such material claimed by Innovyze to be proprietary must be clearly marked as such. Determination
of the public nature of the material is subject to the Texas Public Information Acl chapter 552, and TexasGovernment Code.
7.3.Return of Confidential Information. Upon the termination of this Agreement, or at any timeupon request of the Disclosing Party, the Receiving Party will promptly return all items andmaterials, including any copies, in its possession, custody, or control which contain any
Confidential Information of the Disclosing Party. All notes or other work product containingConfidential Information will be destroyed, and such destruction will be certified in writing to
the Disclosing Party by an authorized representative of the Receiving Party who supervised such
destruction. The obligations concerning Confidential Information set forth herein will survivethe termination of this Agreement for a period of five (5) years, provided that, for any trade secretinformation included as part of the Confidential Information, the obligations concerning
Confidential Information shall continue with respect to such trade secret information for so long
as such trade secret information remains a trade secret of the Disclosing Party.
8.Representations and Warranties.
Limited Warranty. Innovyze warrants that the Software will perform in all
material respects with the accompanying written documentation for a periodof ninety (90) days’ following Customer’s receipt of the Software. Customer’s
sole and exclusive remedy for Innovyze’s breach of this warranty shall be for
Innovyze, at its option, to: (a) use commercially reasonable e#orts to modify orcorrect the Software such that the Software performs in all material respects
with the accompanying written documentation; or (b) terminate thisAgreement and take back the Software, in which case, Innovyze shall provideto Customer: (i) if the License Rights are subscription based, a pro-rata refund
of the subscription fees paid under the Agreement for its use of the Softwarefor the terminated portion of the then-current subscription term; (ii) if the
License Rights are perpetual in nature, a pro-rata refund in the amount of the
remaining value of the upfront license fees paid by Customer to Innovyze forthe use of the Software, calculated based on straight-line depreciation over
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Exhibit F - Software License Agreement
three (3) years from Irmovyze’s delivery of the Software; or (iii) if the LicenseRights are lease or rental based, a pro-rata refund of the upfront license fees
paid by Customer to Innovyze for its use of the Software for the terminatedportion of the rental or lease term. The limited warranty set forth in this
Section 8.1 is made to and for the benefit of Customer only. This limited
warranty shall further only apply if the applicable Software has been utilizedin accordance with its intended use, this Agreement (including Customer’s
License Rights), and any applicable law. Customer further acknowledges and
agrees that:
8.1.1 This limited warranty applies only to the initial shipment of the Software under the
applicable Order Form, and does not renew for a new warranty period with the deliveryof: (a) any Updates; or (b) new or reissued license keys; and
8.1.2 This limited warranty is not valid if: (a) the Software has been subject to: (i) misuse or
unauthorized use by Customer; (ii) modification, alterations or changes to the Software
other than by Innovyze; (iii) improper installation or maintenance of the Software byCustomer or a third party; or (b) the alleged non-conformity is the result of: (i) the
operating environment in which the Software is being used; (ii) failures or defects inany third party hardware or software; or (iii) other causes outside of Innovyze’sreasonable control
8.2.Disclaimer. EXCEPT AS STATED IN THIS SECTION 8, THE SOFTWARE, THE SUPPORTSERVICES, AND THE PROFESSIONAL SERVICES ARE PROVIDED TO CUSTOMER ON AN“AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS STATED IN THIS SECTION 8,INNOWZE DOES NOT REPRESENT OR WARRANT THAT CUSTOMER’S USE OF THE
SOFTWARE WILL BE SECURE, TnIELY, UNINTERRUPTED OR ERROR-FREE OR THAT
THE SOFTWARE WILL MEET CUSTOMER’S REQUIREMENTS OR THAT ALL ERRORS INTHE SOFTWARE AND/OR DOCUMENTATION WILL BE CORRECTED OR WILL BE FREEOF VIRUSES OR OTHER HARMFUL COMPONENTS. THE LIMITED WARRANTY STATEDIN SECTION 8.1 ABOVE IS THE SOLE AND EXCLUSIVEREPRESENTATION OR WARRANTY OFFERED BY INNOWZE
HEREUNDER. THERE ARE NO OTHER REPRESENTATIONS,WARRANTIES OR CONDITIONS. EXPRESS OR IMPLIED, INCLUDINGWITHOUT LIMITATION, THOSE OF MERCHANTABILITY,
SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE ORNON-INFRINGEMENT OF THIRD-PARTY RIGHTS. CUSTOMERASSUMES ALL RESPONSIBILITY FOR DETERMINING WHETHER THESOFTWARE OR THE OUTPUT GENERATED THEREBY IS ACCURATE ORSUFFICIENT FOR CUSTOMER’S PURPOSES.
9.Limitations of Liability.
9.1 .Exclusion of Consequential Damages. TO THE MAXIMUM EXTENT PERMITFED BYLAW, IN NO EVENT SHALL INNOVYZE OR ITS AFFILIATES HAVE ANY LIABILITY TOCUSTOMER OR ITS AFFILIATES ARISING OUT OF OR IN CONNECTION WITH THISAGREEMENT FOR ANY LOST PROFITS OR REVENUE OR FOR INCIDENTAL,CONSEQUENTIAL, PUNITIVE, COVER, SPECLAL, RELIANCE OR EXEMPLARYDAMAGES, OR INDIRECT DAMAGES OF ANY TYPE OR KIND HOWEVER CAUSED,WHETHER FROM BREACH OR REPUDIATION OF CONTRACT, BREACH OF WARRANTY,NEGLIGENCE, OR OTHERWISE (AND WHETHER OR NOT THE PARTY HAS BEENADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER
OR NOT SUCH DAMAGES ARE OTHERWISE FORESEEABLE). CERTAIN STATESAND/OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF INCIDENTAL OR
Innovyze Software License Agreement Page 10 of 13
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Exhibit F - SOFTWARE MAINTENANCE & SUPPORT AGREEMENT
The following Maintenance and Support Agreement (hereinafter “Agreemenf ) is by and between you (hereinafter
“Licensee”) and Innovyze, Inc. or Innovyze, Ltd. (as provide in the Innovyze Standard License Agreement and
hereinafter collectively “lnnovyze”) and shall apply to the provision of software maintenance and support services forthe Software licensed under the Innovyze Standard License Agreement. If not otherwise defined herein, defined
terms shall have the meaning as set forth in the Innovyze Standard License Agreement, which is specificallyreferenced and incorporated herein. In the event of any conflict in terms, the terms of the Standard License
Agreement shall govern. receipt of invoice. Innovyze reserves the right tochange the Annual Maintenance Fee.Definitions. “Effective Date” shall mean date1
set forth in the Quotation approved by Licensee.7. Late Payment. If you fail to pay the AnnualMaintenance Fee within thirty (30) days of receipt of
invoice, this Agreement will automatically terminatewithout written notice. Failure to make payment willresult in Licensee receiving no maintenance andsupport services as described herein, including but notlimited to, the reactivation of the Software in
connection with its transfer to another computer orserver. If Licensee wishes to renew this Agreement
after it has been terminated for non-payment,Licensee shall pay all Annual Maintenance Fees inarrears plus a charge of 25% on the total amount.
Term. The contract term will be three (3) years,2
effective from date of award or notice to proceed as
determined by the City of Denton Purchasing Deparanent.
The City and the Supplier shall have the option to renew this
contract for an additional two (2) one-year periods, in a totalfive (5) years. 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.
Software Updates and Maintenance. Innovyze3
will support, maintain, update, and upgrade(“Maintenance") the Software during the Term.
Maintenance will only apply to unmodified Softwareand the most recently released and updated version of
the Software. During the Term, Innovyze will use
commercially reasonable efforts to correct anyfunctions in the Software which fail to perform as
specified in the supporting documentation. Updatesor upgrades issued by Innovyze for the Software also
may include enhancements or new features.
8 Training.No software training is providedhereunder.
9. Data. Any data or information provided byLicensee to assist Innovyze in the provision of
maintenance services hereunder shall remain yoursole and exclusive property. Innovyze shall have no
liability for the accuracy or correctness of such data orinformation.
4. Software Support. Licensee may contact theInnovyze support team. The contact information can
be found at http://www.innovyze.com/contactus/.Innovyze support staff will be available during normalbusiness hours to assist Licensee regarding theoperation of the Software within a reasonable time.
10. Limitation of Liability. The parties agree, tothe fullest extent permitted by law, to limit theaggregate liability of Innovyze, its parents,subsidiaries and affiliates, and their respectivedirectors, officers, employees and agents, to theAnnual Maintenance Fee as set forth in the
Quotation. This limitation of liability shall apply toall suits, claims, actions, losses, costs anddamages of any nature arising from or related tothis agreement and without regard to the legaltheory under which such liability is imposed.
5. Cancellation. Either party may elect not toautomatically renew this Agreement by providing the
other party a written notification of cancellation at leastsixty (60) days prior to the end of the then currentTerm ,Under no circumstances shall Innovyze be liablefor any, incidental, special, or consequentialdamages of any kind (including, but not limited to,damages for loss of revenue or profit, business
interruption, or loss of business information)arising out the provision of services under thisagreement or the use, or inability to use, the
6. Subscription Fees. On the anniversary of the
Effective Date, Licensee agree to pay Innovyze theAnnual Maintenance Fees set forth in the Quotation
and each year thereafter on the anniversary date ofEffective Date. Payment shall be made within 30 days
DocuSign Envelope ID: B451EF4D-C63E4889-B209-642A059397AI
Software, even if Innovyze has been advised of thepossibility of such damages.17. Notice. All notices under this Agreement mustbe delivered in writing by courier, certified or
registered mail, to the other party and will be effectiveupon receipt or three (3) business days after beingdeposited in the mail, whichever occurs sooner.
11. Controlling Law. The validity, construction,
and performance of this Agreement shall be governedin accordance with the laws of the State of Texas,
USA. The parties agree that any proceeding arising
out this Agreement shall be instituted in the State of
Texas , USA, and each party irrevocably submits to the
jurisdiction of such proceeding and waives any and allobjections to jurisdiction and venue that it may have
under any other law.
18. Waiver. Any waiver, either express or implied,by either party of any term of this Agreement shall notconstitute or be construed as a waiver of anysubsequent breach or other default.
12. Termination. If Licensee fails to comply withany of the terms and conditions of this Agreement,
Innovyze may terminate the Contract for cause by
written notice, effective ten (10) calendar days, unlessotherwise specified, after the date of such notice,
unless Licensee, within such ten (10) day period,
cures such default, or provides evidence sufficient toprove to Innovyze’s reasonable satisfaction that suchdefault does not, in fact, exist. . In the event of
termination, you must immediately uninstall the
Software and return any accompanying materials andhardware and provide written confirmation that
Licensee has complied with the terms of this provision.
19. Licensee is subject to constitutional and statutory
limitations on its ability to enter into certain terms and conditions of
the Agreement, which may include those terms and conditions
relating to: liens on Licensee property; disclaimers and limitationsof warranties; disclaimers and limitation of liability for damages;waivers, disclaimers, and limitation on litigation or settlement to
another party; liability for acts or omissions of third parties; payment
of attorney’s fees; dispute resolution; and indemnities. Terms and
conditions relating to these limitations will not be binding on
Licensee, except to the extent not prohibited by the Constitution andthe laws of the State of Texas.
13. Complete Aqreement. This Agreement
constitutes the entire agreement between the parties
concerning the use of the Software and supersedes all
prior or contemporaneous understandings or
agreements, whether written or oral. This agreement
may not be amended except by a writing signed by anauthorized representative of Innovyze.
14. Bindinq Effect and Assiqnment. The terms ofthis Agreement shall bind and inure to the benefit of
the parties and their respective successors and
assigns. Innovyze may assign this Agreement, or anyright or obligation hereunder, without the prior written
consent of Licensee. Innovyze shall notify the City ofDenton in writing of any assignment.
15. Parties in Interest. Nothing in this Agreement,
express or implied, is intended to confer on any thirdparty or person any right or remedy under or by reason
of this Agreement.
16. Severability. The invalidity or unenforceability
of any term of this Agreement shall not affect the otherterms, and this Agreement shall be construed in all
respects as if any invalid or unenforceable term wereomitted
DocuSign Envelope ID: B451EF4D-C63Edj889-B209-642A059397AI
Exh1 b1 t G
CONFLICT OF INTEREST QUESTIONNAIRE -For vendor or other person doing business with local governmental entit'
t bg., Regular Session.
FORM CIQ
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship asdefined 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 thedate 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 amisdemeanor.
a aV. iNNOwrzE LLCrDCheck this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business dayafter 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.
N/A
Name of Officer
This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship
as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary.
A.Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
[–-] Yes = No
B Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer
named in this section AND the taxable income is not received from the local governmental entity?[] Yes [] No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as anofficer or director, or holds an ownership of one percent or more?
D Yes = No
D.Describe each employment or business and family relationship with the local government officer named in this section
N/A
4
5
Ed I have no Conflict of Interest to disclose.
'DocuSlgned by
1/10/2022
Si ®96nlz#Bang business with the governmental entity Date
[k>cuSign
Certificate Of Completion
Envelope Id: B451EF4DC63E4889B209642A059397AI
Subject: Please DocuSign: City Council Contract 7879 – InfoCare Renewal
Status: Completed
Source Envelope:
Document Pages: 44 Signatures: 6
Initials: 1
Envelope Originator:
Crystal Westbrook901 B Texas Street
Denton, TX 76209
Certificate Pages: 6AutoNav: Enabled
Envelopeld Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)crystal.westbrook@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original1/7/2022 8:20:41 PM
Holder: Crystal Westbrook
crystal.westbrook@cityofdenton .com
Location: DocuSign
Signer Events
Crystal Westbrook
crystal.westbrook@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Signature Timestamp
Sent: 1/7/2022 8:22:54 PM
Viewed: 1/7/2022 8:23:52 PM
Signed: 1/7/2022 8:24:48 PM
Completed
Using IP Address: 198.49.140.104
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 1/7/2022 8:24:50 PM
Viewed: 1/1 0/2022 8:18:19 AM
Signed: 1/10/2022 8: 19:22 AM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Marcella Lunn
marcella.lunn@cityofdenton.com
Catherine Clifton, Interim City Attorney
City of Denton
Security Level: Email, Account Authentication(None)
Sent: 1/1 0/2022 8:19:24 AM
Viewed: 1/1 0/2022 1 :40:17 PM
Signed: 1/10/2022 1 :44:21 PM
Signature Adoption: Pre-selected Style
Using IP Address: 68.191.210.54
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Tyler Spring
tyler.spring@innovyze.com
SVP Sales Operations
Security Level: Email, Account Authentication(None)
Sent: 1/10/2022 1 :44:24 PM
Viewed: 1/10/2022 2:49:07 PM
Signed: 1/10/2022 2:50:34 PM
Signature Adoption: Drawn on Device
Using IP Address: 73.59.90.163
Electronic Record and Signature Disclosure:
Accepted: 1/10/2022 2:49:07 PMID: 5b35170b-'15904455-bddf--218c25fafe8c
Signer Events
Stephen D. Gay
stephen.gay@cityofdenton.comDirector
Security Level: Email, Account Authentication(None)
Signature
’DocuStgned bri gMP. *‘FEB48BB9728E4A9
Timestamp
Sent: 1/10/2022 2:50:37 PM
Viewed: 1/1 0/2022 4:14:29 PM
Signed: 1/1 0/2022 4:40:05 PM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:Accepted: 1/10/2022 4:14:29 PMID: fb205428-bdcc44e4-bbaa#fe2dfd7ba98
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Completed Sent: 1/10/2022 4:40:08 PM
Viewed: 3/2/2022 9:38:38 AM
Signed: 3/2/2022 9:M:10 AMUsing IP Address: 198.49.140.10
Sara Hensley
sara.hensley@cityofdenton.com
Interim City Manager
City of Denton
Security Level: Email, Account Authentication(None)
Sent: 3/2/2022 9:54:12 AM
Viewed: 3/2/2022 9:54:29 AM
Signed: 3/2/2022 9:54:35 AM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Rosa Rios
rosa.rios@cityofdenton.com
City Secretary
Security Level: Email, Account Authentication(None)
'DocuSigned brI R%6RzBl
IC5CA8C5E17S493
Sent: 3/2/2022 9:54:38 AM
Viewed: 3/2/2022 2:40:47 PM
Signed: 3/2/2022 2:41 :36 PM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Electronic Record and Signature Disclosure:Accepted: 3/2/2022 2:40:47 PMID: c5c54993-c96d4508-a842<e0755f7cecc
In Person Signer Events Signature
Status
Timestamp
Editor Delivery Events Timestamp
Agent Delivery Events Status
Status
Timestamp
Intermediary Delivery Events Timestamp
Certified Delivery Events Status
Status
Timestamp
Carbon Copy Events
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Timestamp
Sent: 1/7/2022 8:24:50 PM
Carbon Copy Events
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Status Timestamp
Sent: 1/10/2022 4:40:07 PM
Viewed: 1/12/2022 3:52:08 PM
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Sent: 3/2/2022 2:41 :38 PM
Tyler Dawson
tyler.dawson@cityofdenton.com
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:Accepted: 8/1 1/2021 4:06:08 PMID: 0d7b615c-34a8Jtlf7-979c-ee84fb7405e0
Sent: 3/2/2022 2:41 :39 PM
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events
Envelope Sent
Certified Delivered
Signing Complete
Completed
Status Timestamps
1/7/2022 8:22:54 PM
3/2/2022 2:40:47 PM
3/2/2022 2:41 :36 PM
3/2/2022 2:41 :39 PM
Hashed/Encrypted
Security Checked
Security Checked
Security Checked
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Tyler Spring. Stephen D. Gay, Rosa Rios, Tyler Dawson
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' -button at the bottom ofthis document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided ormade available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing @cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
uired hardware and softwareRl
ODerating Systems
Browsers (for SENDERS)
Browsers (for SIGNERS):
r
I
Mlet Explorer 6.0?, Mozilla FireFox 1.0
NetScape 7.2 (or above
c
x
Email
Screen Resolution
Enabled Security Settings
• Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable Hmp 1.1 settings via
roxy connectIon
## These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the ’I agree' button below.
By checking the ’I Agree’ box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.