22-1810ORDiNANCE NO. 22-1810
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-.RULE MUNICIPAL
CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITHEMBURSE, INC., FOR THE CONTINUED PROVISION OF EXPENSE TRACKING ANDAPPROVAL MANAGEMENT SOFTWARE IN SUPPORT OF THE CITY’S PURCHASING
CARD (PCARD) PROGRAM, AND TO ADD TRAVEL BOOKING EXPENSE TRACKING ANDAPPROVAL MANAGEMENT SUPPORT FOR THE FINANCE DEPARTMENT: PROVIDING
FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE
(RFP 7915 – AWARDED TO EMBURSE, INC., FOR ONE ( 1) YEAR, WITH THE OPTION FORFOUR (4) ADDITIONAL ONE ( 1) YEAR EXTENSIONS, IN THE TOTAL FIVE (5) YEAR NOT-
TO-EXCEED AMOUNT OF $120,000.00).
WHEREAS, the City has solicited, received, and evaluated competitive proposals for the
continued provision of expense tracking and approval management software in support of the City’s
Purchasing Card (PCard) program, and to add travel booking expense tracking and approval
management support for the Finance Department; and
WHEREAS, the City Manager, or a designated employee, has received, reviewed, and
recommended that the herein described proposals are the most advantageous to the City considering
the relative importance of price and the other evaluation factors included in the request for
proposals; and
WHEREAS, this procurement was undertaken as part of the City’s governmental
function; and
WHEREAS, the City Council has provided in the City Budget for the appropriation of funds
to be used for the purchase of the materials, equipment, supplies, or services approved and acceptedherein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The items in the following numbered request for proposal for materials,
equipment, supplies, or services shown in the “Request Proposals” on file in the office of the
Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City
considering the relative importance of price and the other evaluation factors included in the request
for proposals.
RFPNUMBER CONTRACTOR AMOUNT
7915 Emburse, Inc. $120,000.00
SECTION 2. That by the acceptance and approval of the above numbered items of the
submitted proposals, the City accepts the offer of the persons submitting the proposals for such items
and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms,
specifications, standards, quantities, and for the specified sums contained in the Proposal Invitations,
Proposals, and related documents.
SECTION 3 . That should the City and person submitting approved and accepted items wish
to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the
proposals, the City Manager, or their designated representative, is hereby authorized to execute the
written contract which shall be attached hereto; provided that the written contract is in accordance
with the terms, conditions, specifications, standards, quantities, and specified sums contained in the
Proposal and related documents herein approved and accepted.
SECTION 4. The City Council of the City of Denton, hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of
Denton under this ordinance to the City Manager of the City of Denton, or their designee.
SECTION 5. By the acceptance and approval of the above enumerated bids, the CityCouncil hereby authorizes the expenditure of funds therefor in the amount and in accordance with
the approved bids.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval.
The motiolr to approve this ordinance was
seconded by BriM acK
following vote k - a]:
madeThis
Aye
V/ry/
Nay Abstain Absent
Mayor Gerard Hudspeth:Vicki Byrd, District 1 :
Brian Beck, District 2:Jesse Davis, District 3 :
Alison Maguire, District 4:
Brandon Chase IVlcGee, At Large Place 5 :
Chris Watts, At Large Place 6:
IZ
Z.b/
PASSED AND APPROVED thi, th, aM d,y ,f Sep+e„lber , 2022..G.z;'A
ATTEST:
ROSA RIOS, CITY SECRETARY
\111111111-a
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
Digitally signed by MarcellaLunn
DN: cn=Marcella Lunn. o.
A Ta8nton.cTrEt-aJF–––
Date: 2022.08.23 15:38:54
-05'OO'
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DocuSign Envelope ID: DD83BF68-8C4D-4EDD-8978-5A2AI 26CC86E
Docusign City Council Transmittal Coversheet
7915
File Name P Card Trave1 Expense Software
Purchasing Co,tact c ''i p '"='
City Council Target Date SEPTEMBER 20’ 2022
Piggy Back Option
Contract Expiration
Ordinance
RFP
Yes
SEPTEMBER 20, 2027
22-1810
DocuSign Envelope ID: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E
CONTRACT BY AND BETWEENCITY OF DENTON, TEXAS AND EMBURSE, INC.
(CONTRACT 7915)
THIS CONTRACT is made and entered into this date 09/20/2022 , by
and between Emburse, Inc., a Delaware corporation, whose address is 320 Cumberland Ave.Pwtland. MH)4101, hereinafter referred to as "Contractor," and the CITY OF DENTON,
TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon
approval of the Denton City Council and subsequent execution of this Contract by the Denton City
Manager or his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Supplier shall provide products and/or services in accordance with the City’s document
RFP #7915 – PCard Expense Software, a copy of which is on file at the office of Purchasing Agent
and incorporated herein for all purposes. The Contract consists of this written agreement and the
following items which are attached hereto and incorporated herein by reference:
(a)
(b)
(C)
(d)
(e)
(f)
(g)
Special Terms and Conditions (Exhibit “A”);City of Denton’s RFP 7915 (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 Pricing and Emburse Terms and Conditions (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 2271 of the Texas Government Code,
City is prohibited from entering into a contract with a company for goods or services unless the
contract contains a written verification from the company that it: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and
“company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas
Government Code. By signing this agreement, Contractor certifies that Contractor’s signature
provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will
not boycott Israel during the term of the agreement Failure to meet or maintain the requirements
under this provision will be considered a material breach.
Contract # 79 15
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Prohibition on Contracts with Companies Boycotting Certain Energy Companies
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code,
City is prohibited from entering into a contract with a company for goods or services unless the
contract contains written verification from the company that it (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of the contract. The terms
“boycott energy company” and “company” shall have the meanings ascribed to those terms in
Section 809.001 of the Texas Government Code. By signing this agreement, Contractor certifies
that Contractor’s signature provides written verification to the City that Contractor: (1) does notboycott energy companies; and (2) will not boycott energy companies during the term of the
agreement. Failure to meet or maintain the requirements under this provision will be considered
a material breach.
Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and FirearmTrade Associations
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code,
City is prohibited from entering into a contract with a company for goods or services unless the
contract contains written verification from the company that it (1) does not have a practice, policy,
guidance, or directive that discriminates against a firearm entity or firearm trade association; and
(2) will not discriminate during the term of the contract against a firearm entity or firearm tradeassociation. The terms “discriminate against a firearm entity or firearm trade association,
“firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms
in Chapter 2274 of the Texas Government Code. By signing this agreement, Contractor certifies
that Contractor’s signature provides written verification to the City that Contractor: (1) does not
have a practice, policy, guidance, or directive that discriminates against a $rearm entity or
fIrearm trade association; and (2) will not discriminate during the term of the contract against
a firearm entity or firearm trade association. Failure to meet or maintain the requirements under
this provision will be considered a material breach.
Prohibition on Contracts with Companies Doing Business with Iran, Sudan, or a Foreign
Terrorist Organization
Sections 2252 and 2270 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 certiPes that Contractor’s signature provides written verification to the
City that Contractor, pursuant to Chapters 2252 and 2270, is not ineligible to enter into this
agreement and will not become ineligible to receive payments under this agreement by doing
business with Iran, Sudan, or a foreign terrorist organization . Failure to meet or maintain the
requirements under this provision will be considered a material breach.
Termination Right for Contracts with Companies Doing Business with Certain Foreign-
Owned Companies
The City of Denton may terminate this Contract immediately without any further liability if the
City of Denton determines, in its sole judgment, that this Contract meets the requirements
under Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of
stock or other ownership interest of the company is held or controlled by individuals who are
citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled
by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is
Contract # 79 15
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headquartered in China, Iran, North Korea, Russia, or other designated country.
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 thisdocument 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
BY:
Printed Name. Nord samuelson CITY MANAGER
Title: President
207-798-9174 ATTEST:ROSA RIOS. CITY SECRETARY
PHONE NUMBER
nord . samue1 son@emburse . com
EMAIL ADDRESS
2022-916136 APPROVED AS TO LEGAL FORM:MACK REINWAND, CITY ATTORNEYTEXAS ETHICS COMMISSION
1295 CERTIFICATE NUMBER
THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED
as to financial and operational obligationsand business terms.
Lei sha Mel ne
PRINTED NAME
chIef Technology offi cerTITLE
Techno1 ogy ServicesDEPARTMENT
Contract # 7915
DocuSign Envelope ID: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E
Exhibit A
Special Terms and Conditions
1. Total Contract Amount
The contract total for services shall not exceed $120,000.00. Pricing shall be per Exhibit F
attached.
2. The Quantities
The quantities indicated on Exhibit F are estimates based upon the best available information. The
City reserves the right to increase or decrease the quantities to meet its actual needs without any
adjustments in the bid price. Individual purchase orders will be issued on an as needed basis.
3. Contract Terms
The contract term will be one (1) year, with the option for four (4) one-year renewals, effectivefrom date of award or notice to proceed as determined by the City of Denton Purchasing
Department. At the sole option of the City of Denton, the Contract may be further extended as
needed, not to exceed a total of twelve (12) months.
4. Price Escalation and De-escalation
Emburse may increase the Subscription Fees on each anniversary of the Subscription Term,
provided that such increase will not exceed five percent (5%). Emburse may increase fees if Cityelects to reduce the usage/volume of the Service during the Term. Any reduction will be
documented in an Order Addendum. The escalation will be determined annually at the renewaldate
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 requestcancellation of such items from the Contract by giving the City of Denton written notice.
Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre-
price increase prices must be honored on orders dated up to the official date of the City of Denton
approval and/or cancellation.
The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitationnumber.
The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes.
5. Omitted.
Contract # 79 15
DocuSign Envelope ID: DD83BF68-8C4D-+EDD-8978-5A2A126CC86E
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 tocontracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer
and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must
be in writing and signed by a representative of the City’s Procurement Department and 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 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 allservices 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 DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall
be effective as of the date the contract is signed by the City, and shall continue in effect until all
obligations are performed in accordance with the Contract.
3. Omitted.
4. Omitted.
5 . Omitted.
6. Omitted.
7. Omitted.
8. Omitted.
9. Omitted.
10. WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance
of the services which they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while
engaged in participating or responding to a solicitation or while in the course and scope of
delivering goods or services under a City of Denton contract or on the City’s property .
Contract # 79 15
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i. use or possess a firearm, including a concealed handgun that is licensed under state law,
except as required by the terms of the contract; or
ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled
substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on
the job
C. If the City or the City's representative notifies the Contractor that any worker is incompetent,
disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed
any firearms, or has possessed or was under the influence of alcohol or drugs on the job, 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 1 986 and 1990 regarding employment verification
and retention of verification forms for any individuals hired on or after November 6, 1986, who
will perform any labor or services under the Contract and the Illegal Immigration Reform and
Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996.
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL
REGULATIONS: The Contractor, it’s 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 nom 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 er
seq .) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 er seq ).
12. INVOICES:
A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase
release upon each renewal of Subscription Term.B. Proper Invoices must include a unique invoice number, the purchase order or delivery
order number and the master agreement number if applicable, the Department’s Name, and
the name of the point of contact for the Department. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight
waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance
address and, if applicable, the tax identification number on the invoice must exactly match the
information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the
City may rely on the remittance address specified on the Contractor’s invoice.C. Omitted
D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through allSubcontract 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.
Contract # 79 1 5
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13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within
thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received
in Accounts Payable, whichever is later.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid
balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the
maximum lawful rate; except, if payment is not timely made for a reason for which the City
may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after
the grounds for withholding payment have been resolved.C. Omitted.
D. The City may withhold or set off the entire payment or part of any payment otherwise due the
Contractor to such extent as may be necessary on account of:
i. failure of the Contractor to submit proper invoices with purchase order number, with all required
attachments and supporting documentation.
E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for
delinquent taxes, the City may offset indebtedness owed the City through payment withholding.
F. Payment will be made by check unless the parties mutually agree to payment by credit card or
electronic transfer of funds. The Contractor agrees that there shall be no additional charges,
surcharges, or penalties to the City for payments made by credit card or electronic funds transfer.
G. The awarding or continuation of this contract is dependent upon the availability of funding. The
City’s payment obligations are payable only and solely from funds Appropriated and available for
this contract. The absence of Appropriated or other lawfully available funds shall render the
Contract null and void to the extent funds are not Appropriated or available and any deliverables
delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor
written notice of the failure of the City to make an adequate Appropriation for any fiscal year to
pay the amounts due under the Contract, or the reduction of any Appropriation to an amount
insufficient to permit the City to pay its obligations under the Contract. In the event of none or
inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City.
14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the
Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the
term of this contract, the contractor shall bill and the City shall reimburse contractor for all
reasonable and approved out of pocket expenses which are incurred in the connection with the
performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by
the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise
negotiated.
15. Omitted.16. Omitted.
17. RIGHT TO AUDIT:
A. The City shall have the right to audit, no more than once annually, 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.
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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 allowthe City similar access to those documents. All books and records will be made availableelectronically. 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. City hereby grants Contractor general
authorization to appoint Subcontractors, which general authorization Contractor may flow down
to Subcontractors. A list of Subcontractors by name as of the Effective Date of the Agreement is
available upon request. Contractor may add or delete the listed Subcontractors with prior notice toCity. 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 the City to the same extent as the Contractor
is required to indemnify the City.C. The Contractor shall be fully responsible to the City for all acts and omissions of the
Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions.
Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual
relationship between the City and any such Subcontractor, nor shall it create any obligation on the
part of the City to pay or to see to the payment of any moneys due any such Subcontractor except
Contract # 7915
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as may otherwise be required by law.
D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the
Contractor not later than ten (10) calendar days after receipt of payment from the City.
19. WARRANTY-PRICE:
A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's
current prices on orders by others for like deliverables under similar terms of purchase.
B. The Contractor certifies that the prices in the Offer have been arrived at independently without
consultation, communication, or agreement for the purpose of restricting competition, as to any
matter relating to such fees with any other firm or with any competitor.
C. In addition to any other remedy available, the City may deduct from any amounts owed to the
Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current
prices on orders by others for like deliverables under similar terms of purchase.
20. Omitted.
21. Certify Warranty. Certify warrants that the Certify Service will perform substantially in
accordance with the Documentation during the Term of this Agreement (the "Limited Warranty").
In the event of a breach of the Limited Warranty, Certify’s entire liability and Client’s exclusive
remedy shall be, at Certify's option, either (a) correction of the Certify Service so that it performs
substantially in accordance with the Documentation, or (b) return to Client the Fees actually paid
by it for the prior twelve (12) months immediately preceding Client’s written notice to Certify
specifying the breach of the Limited Warranty in detail, and cancellation of its subscription and
this Agreement.
22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to beprovided to the City under the Contract will be fully and timely performed in a good and
workmanlike manner in accordance with generally accepted industry standards and practices, the
terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws,
rules or regulations.A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty
implied by law, and any attempt to do so shall be without force or effect.
B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from
the Acceptance Date. If during the warranty period, one or more of the above warranties are
breached, the Contractor shall promptly upon receipt of demand perform the services again in
accordance with above standard at no additional cost to the City. All costs incidental to such
additional performance shall be borne by the Contractor. The City shall endeavor to give the
Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery
of the breach warranty, but failure to give timely notice shall not impair the City’s rights 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 may
reduce the amount of services it may be required to purchase under the Contract from the
Contractor, and purchase conforming services from other sources. In such event, the Contractor
shall pay to the City upon demand the increased cost, if any, incurred by the City to procure suchservices from another source.
23. Omitted.
Contract # 7915
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24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to
question the other party’s intent to perform, demand may be made to the other party for written
assurance of the intent to perform. In the event that no assurance is given within the time specified
after demand is made, the demanding party may treat this failure as an anticipatory repudiation 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 or
unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the
City as a result of the issuance of such Stop Work Notice.
26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to
fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to
provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks
relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in
Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to
the City
27. TERMINATION FOR CAUSE: in the event of a material default by the Contractor, the City
shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar
days, unless otherwise specified, after the date of such notice, unless the Contractor, within such
ten (10) day period, cures such material default, or provides evidence sufficient to prove to the
City’s reasonable satisfaction that such default does not, in fact, exist. In addition to any other
remedy available under law or in equity, the City shall be entitled to recover all actual damages,
costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including,
without limitation, cost of cover, reasonable attorneys ’ fees, court costs, and prejudgment and post-
judgment interest at the maximum lawful rate. Additionally, in the event of a default by the
Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and
any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and
remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided bylaw
28.Omitted.
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.
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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. Definitions:
i. '’Indemnified Claims" shall include any and all claims, demands, suits, causes of action,
judgments and liability of every character, type or description, including all reasonable
costs and expenses of litigation, mediation or other alternate dispute resolution mechanism,
including attorney and other professional fees for: (1) damage to or loss of the property of
any person (including, but not limited to the City, the Contractor, their respective agents,
officers, employees and subcontractors; the officers, agents, and employees of such
subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker’s
compensation, loss of services, or loss of income or wages to any person (including but not
limited to the agents, officers and employees of the City, the Contractor, the Contractor’s
subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non-
conforming deliverables, gross negligence, willful misconduct or a breach of any legally
imposed strict liability standard.
B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY),INDEMNIFY, THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEESAND ELECTED OFFICIALS FROM AND AGAINST ALL INDEMNIFIED CLAIMSDIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTINGFROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS,EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THECONTRACTOR’S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREINSHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR
(INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION)AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIEDCLAIM
32. INSURANCE: Contractor will, at its own cost, maintain insurance coverage of the types and
in the amounts listed below with carriers who have no less than an A.M. Best Financial Rating of
A. Such insurance shall be maintained in force at all times during the Subscription Term of the
Service. Contractor shall provide a copy of the most current certificate of insurance to City in no
more than ten (10) days after receipt of written request. Contractor agrees that the insurance listed
will not be cancelled, non-renewed or the limits of coverage materially reduced unless it is to be
replaced by coverage of like kind and substance.
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.
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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 or
hold over period is exercised, as verification of continuing coverage.
iii. The Contractor shall not commence work until the required insurance is obtained and
until such insurance has been reviewed by the City. Approval of insurance by the City shall
not relieve or decrease the liability of the Contractor hereunder and shall not be construed
to be a limitation of liability on the part of the Contractor.
iv. The Contractor must submit certificates of insurance to the City for all subcontractors
prior to the subcontractors commencing work on the project.v. The Contractor’s and all subcontractors’ insurance coverage shall be written by
companies licensed to do business in the State of Texas at the time the policies are issued
and shall be written by companies with A.M. Best ratings of A- VII or better. The City
will accept workers’ compensation coverage written by the Texas Workers’ CompensationInsurance Fund.
vi. All endorsements, waivers, and notices of cancellation endorsements as well as the
Certificate of Insurance shall contain the solicitation number and the followinginformation:
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
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
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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’ written
notice 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 arerequired 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 whicharises 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 thereoe and the name of each person against whom such
claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to
the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City
Hall, 215 East McKinney Street, Denton, Texas 76201.
34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required
or appropriate to be given under the Contract shall be in writing and shall be deemed delivered
three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered
Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon
receipt by the addressee. Routine communications may be made by first class mail, telefax, or
other commercially accepted means. Notices to the Contractor shall be sent to the address specified
in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices
to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked
to the attention of the Purchasing Manager.
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material
submitted by the Contractor to the City shall become property of the City upon receipt. Any
portions of such material claimed by the Contractor to be proprietary must be clearly marked as
such. Determination of the public nature of the material is subject to the Texas Public Information
Act, Chapter 552, and Texas Government Code.
36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents
and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title
to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the
specifications in the Contract will not infringe, directly or contdbutorily, any patent, trademark,
copyright, trade secret, or any other intellectual property right of any kind of any third party; that
no claims have been made by any person or entity with respect to the ownership or operation of
the deliverables and the Contractor does not know of any valid basis for any such claims. The
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Contractor shall, at its sole expense, defend, indemnify, the City from and against all liability,
damages, and costs (including court costs and reasonable fees of attorneys and other professionals)
arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the
rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the
deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s
breach of any of Contractor’s representations or warranties stated in this Contract. In the event of
any such claim, the City shall have the right to monitor such claim or at its option engage its own
separate counsel to act as co-counsel on the City’s behalf. Further, Contractor agrees that the City’s
specifications regarding the deliverables shall in no way diminish Contractor’s warranties or
obligations under this paragraph and the City makes no warranty that the production, development,
or delivery of such deliverables will not impact such warranties of Contractor.
37. CONFIDENTIALITY: in order to provide the deliverables to the City, Contractor may
require access to certain of the City’s and/or its licensors’ confidential information (including
inventions, employee information, trade secrets, confidential know-how, confidential business
information, and other information which the City or its licensors consider confidential)
(collectively, “Confidential Information”). Contractor acknowledges and agrees that the
Confidential Information is the valuable property of the City and/or its licensors and anyunauthorized 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 Informationin strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use
the Confidential Information without the prior written consent of the City or in a manner not
expressly permitted under this Agreement, unless the Confidential Information is required to be
disclosed by law or an order of any court or other governmental authority with proper jurisdiction,
provided the Contractor promptly notifies the City before disclosing such information so as to
permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to
use protective measures no less stringent than the Contractor uses within its own business to protect
its own most valuable information, which protective measures shall under all circumstances be at
least reasonable measures to ensure the continued confidentiality of the Confidential Information.
38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and
interests throughout the world in and to the deliverables including all intellectual property rights,
in and to City’s data, City’s Confidential Information, software or materials, each that are created
by City independently and without reference to the Contractor’s property.
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 understanding
for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona
fide established commercial or selling agencies maintained by the Contractor for the purpose of
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securing business. For breach or violation of this warranty, the City shall have the right, in addition
to any other remedy available, to cancel the Contract without liability and to deduct from any
amounts owed to the Contractor, or otherwise recover, the full amount of such commission,
percentage, brokerage or contingent fee.
42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without
liability if it is determined by the City that gratuities were offered or given by the Contractor or
any agent or representative of the Contractor to any officer or employee of the City of Denton with
a view toward securing the Contract or securing favorable treatment with respect to the awarding
or amending or the making of any determinations with respect to the performing of such contract.In the event the Contract is canceled by the City pursuant to this provision, the City shall be
entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost
incurred by the Contractor in providing such gratuities.
43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer,
employee, independent consultant, or elected official of the City who is involved in the
development, evaluation, or decision-making process of the performance of any solicitation shall
have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defIned
in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any
willful violation of this section shall constitute impropriety in office, and any officer or employeeguilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation
of this provision, with the knowledge, expressed or implied, of the Contractor shall render the
Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict ofInterest Questiormaire.
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 andcontrol 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 performingservices 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 entitynot 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
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president of the company or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal
documentation such as an updated W-9, documents filed with the state indicating suchchange, 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 whole
or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration and is in writing signed by the aggrieved party. No waiver by either
the Contractor or the City of any one or more events of default by the other party shall operate as,
or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an
express or implied acceptance of any other existing or future default or defaults, whether of asimilar or different character.
47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by
both parties. No pre-printed or similar terms on any the Contractor invoice, order or other
document shall have any force or effect to change the terms, covenants, and conditions of 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 the
Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCCdefinition shall control, unless otherwise defined in the Contract.
49. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to
negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing
of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party
may make a written request for a meeting between representatives of each party within fourteen
(14) calendar days after receipt of the request or such later period as agreed by the parties. Each
party shall include, at a minimum, one (1) senior level individual with decision-making authority
regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith
to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the
parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to
mediation as described below. Negotiation may be waived by a written agreement signed by both
parties, in which event the parties may proceed directly to mediation as described below.
B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation
process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation
skills to assist with resolution of the dispute. Should they choose this option; the City and the
Contractor agree to act in good faith in the selection of the mediator and to give consideration to
qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties
from relying on the skills of a person who is trained in the subject matter of the dispute or a contract
interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of
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initiation of the mediation process, the mediator shall be selected by the Denton County Alternative
Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith
for up to thirty (30) calendar days from the date of the first mediation session. The City and the
Contractor will share the mediator’s fees equally and the parties will bear their own costs of
participation such as fees for any consultants or attorneys they may utilize to represent them 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 thisContract 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 Contract
shall in no way affect the validity or enforceability of any other portion or provision of the
Contract. Any void provision shall be deemed severed from the Contract and the balance of the
Contract shall be construed and enforced as if the Contract did not contain the particular portion
or provision held to be void. The parties further agree to reform the Contract to replace any stricken
provision with a valid provision that comes as close as possible to the intent of the stricken
provision. The provisions of this section shall not prevent this entire Contract from being void
should a provision which is the essence of the Contract be determined to be void.
52. HOLIDAYS: The following holidays are observed by the City:
New Year’s Day (observed)
Martin Luther King, Jr. Day
Memorial DayJuneteenth
Independence Day
Labor DayVeterans Day
Thanksgiving
Friday After Thanksgiving
Christmas Eve (observed)
Christmas Day (observed
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday
falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be
between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any
scheduled deliveries or work performance not within the normal hours of operation must be
approved by the City Manager of Denton, Texas or his authorized designee.
53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that imposecontinuing 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:
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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 its
firm and its principals are not currently suspended or debarred from doing business with the
Federal Government, as indicated by the General Services Administration List of Parties Excluded
from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City 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. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded
requirements)
The following federally funded requirements are applicable. A. Definitions. As used in this
paragraph –
i. "Component" means an article, material, or supply incorporated directly into an end product.
ii. "Cost of components" means -
(1) For components purchased by the Contractor, the acquisition cost, including transportation
costs to the place of incorporation into the end product (whether or not such costs are paid to a
domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or
(2) For components manufactured by the Contractor, all costs associated with the manufacture of
the component, including transportation costs as described in paragraph (1) of this definition, plus
allocable overhead costs, but excluding profit. Cost of components does not include any costs
associated with the manufacture of the end product.
iii. "Domestic end product" means-
( 1) An unmanufactured end product mined or produced in the United States; or(2) An end product manufactured in the United States, if the cost of its components mined,produced, or manufactured in the United States exceeds 50 percent of the cost of all its
components. Components of foreign origin of the same class or kind as those that the agencydetermines are not mined, produced, or manufactured in sufficient and reasonably available
commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected,
and prepared for processing in the United States is considered domestic.
iv. "End product" means those articles, materials, and supplies to be acquired under the contract
for public use.
v. "Foreign end product" means an end product other than a domestic end product.
vi. "United States" means the 50 States, the District of Columbia, and outlying areas.
B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products
for supplies acquired for use in the United States.
C. The City does not maintain a list of foreign articles that will be treated as domestic for this
Contract; but will consider for approval foreign articles as domestic for this product if the articles
are on a list approved by another Governmental Agency. The Offeror shall submit documentation
with their Offer demonstrating that the article is on an approved Governmental list.
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D. The Contractor shall deliver only domestic end products except to the extent that it specified
delivery of foreign end products in the provision of the Solicitation entitled "Buy American ActCertificate".
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: 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 Wage Determinations website www.wdol. govfor 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 530
of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees.
Respondent is responsible for both federal and State unemployment insurance coverage and
standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance withall federal and State tax laws and withholding requirements. The City of Denton shall not be liable
to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or
federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall
pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section.
62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions
of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701
ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide
requirements for drug-free work place (grants), issued by the Office of Management and Budget
and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the
Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply
with the relevant provisions thereof, including any amendments to the fInal rule that may 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 pursuant to the
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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 provisionof the Contract is in any way intended to constitute a waiver by the City of Denton of any
immunities from suit or from liability that the City of Denton may have by operation of law.
67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting
documents, statistical records, and any other records or books relating to the performances called
for in the Contract. The Respondent shall retain all such records for a period of four (4) years after
the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit
and litigation matters are resolved, whichever period is longer. The Respondent shall grant access
to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of
Texas, and any federal governmental entity that has authority to review records due to federal
funds being spent under the Contract.
Should a conflict arise between any of the contract documents, it shall be resolved with the
following order of precedence (if applicable). In any event, the final negotiated contract shall
take precedence over any and all contract documents to the extent of such conflict.
1.
2.
3.
4.
5.
Final negotiated contractRFP/Bid documents
City’s standard terms and conditionsPurchase order
Supplier terms and conditions
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Exhibit D
INSURANCE 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 Contractorshall 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 Texas
with an A.M. Best Company rating of at least A or better.
•Any deductibles or self-insured retentions shall be declared in the proposal. If requested
by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentionswith respect to the City, its officials, agents, employees and volunteers; or, the contractorshall procure a bond guaranteeing payment of losses and related investigations, claimadministration and defense expenses.
•Cancellation: City requires 30 day written notice should any of the policiesdescribed on the certificate be cancelled before the expiration 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 afterexpiration of the contract shall be covered.
•Should any of the required insurance be provided under a form of coverage that includesa general annual aggregate limit providing for claims investigation or legal defense coststo be included in the general annual aggregate limit, the Contractor shall either double theoccurrence limits or obtain Owners and Contractors Protective Liability Insurance.
•Should any required insurance lapse during the contract term, requests for paymentsoriginating after such lapse shall not be processed until the City receives satisfactory
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evidence of reinstated coverage as required by this contract, effective as of the lapse date.If insurance is not reinstated, City may, at its sole option, terminate this 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 $1,000,000.00
shall 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 and
umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
• Coverage A shall include premises, operations, products, and 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 damageresulting 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.[X] Omitted
[X] Workers’ Compensation Insurance
Contractor shall purchase and maintain Workers’ Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance,has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a $500,000 policy limit for occupational disease. The City need not benamed as an "Additional Insured" but the insurer shall agree to waive all rights of
subrogation against the City, its officials, agents, employees and volunteers for any workperformed for the City by the Named Insured. For building or construction projects, theContractor shall comply with the provisions of Attachment 1 in accordance with 5406.096of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ CompensationCommission (TWCC).
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[X]Cyber
Cyber coverage provided protection for business liability for a data breach, cyberextortion, business interruption due to malicious cyber attacks or malwareinfections. 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
[]
[]
[]
[]
Omitted .
Omitted.
Omitted.
Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and
specific service agreements. If such additional insurance is required for a specificcontract, that requirement will be described in the "Specific Conditions" of the contractspecifications.
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ATTACHMENT 1
[]Workers’ Compensation Coverage for Building or Construction Projects forGovernmental Entities
A. Definitions:
Certificate of coverage (’'certificate")-A copy of a certificate of insurance, a
certificate of authority to self-insure issued by the commission, or a coverageagreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutoryworkers' compensation insurance coverage for the person's or entity'semployees providing services on a project, for the duration of the project.
Duration of the project - includes the time from the beginning of the work onthe project until the contractor’s/person’s work on the project has beencompleted and accepted by the governmental entity.
Persons providing services on the project ("subcontractor" in 9406.096) -includes all persons or entities performing all or part of the services the
contractor has undertaken to perform on the project, regardless of whetherthat person contracted directly with the contractor and regardless of whetherthat person has employees. This includes, without limitation, independentcontractors, subcontractors, leasing companies, motor carriers, owner-
operators, employees of any such entity, or employees of any entity whichfurnishes persons to provide services on the project. "Services" include,without limitation, providing, hauling, or delivering equipment or materials, or
providing labor, transportation, or other service related to a project. "Services"does not include activities unrelated to the project, such as food/beveragevendors, office supply deliveries, and delivery of portable toilets.
B.The contractor shall provide coverage, based on proper reporting of
classification codes and payroll amounts and filing of any overageagreements, which meets the statutory requirements of Texas Labor Code,
Section 401.011 (44) for all employees of the Contractor providing services onthe project, for the duration of the project.
C. The Contractor must provide a certificate of coverage to the governmental
entity prior to being awarded the contract.
D. If the coverage period shown on the contractor's current certificate of coverageends during the duration of the project, the contractor must, prior to the end of
the coverage period, file a new certificate of coverage with the governmental
entity showing that coverage has been extended.
E. The contractor shall obtain from each person providing services on a project,and provide to the governmental entity:1. a certificate of coverage, prior to that person beginning work on the
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project, so the governmental entity will have on file certificates ofcoverage showing coverage for all persons providing services on theproject; and
2. no later than seven days after receipt by the contractor, a new certificateof coverage showing extension of coverage, if the coverage period
shown on the current certificate of coverage ends during the duration ofthe project.
F. The contractor shall retain all required certificates of coverage for the durationof the project and for one year thereafter.
G. The contractor shall notify the governmental entity in writing by certified mailor personal delivery, within 10 days after the contractor knew or should haveknown, of any change that materially affects the provision of coverage of any
person providing services on the project.
H.The contractor shall post on each project site a notice, in the text, form andmanner prescribed by the Texas Workers' Compensation Commission,
informing all persons providing services on the project that they are requiredto be covered, and stating how a person may verify coverage and report lackof coverage.
I. The contractor shall contractually require each person with whom it contracts
to provide services on a project, to:
1.provide coverage, based on proper reporting of classification codes andpayroll amounts and filing of any coverage agreements, which meets thestatutory requirements of Texas Labor Code, Section 401.011 (44) for all ofits employees providing services on the project, for the duration of the
project;
2. provide to the contractor, prior to that person beginning work on the project,a certificate of coverage showing that coverage is being provided for all
employees of the person providing services on the project, for the duration
of the project;
3. provide the contractor, prior to the end of the coverage period, a newcertificate of coverage showing extension of coverage, if the coverage
period shown on the current certificate of coverage ends during the durationof the project;
4. obtain from each other person with whom it contracts, and provide to thecontractor:
a. a certificate of coverage, prior to the other person beginning work on the
project; and
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b. a new certificate of coverage showing extension of coverage, prior to the
end of the coverage period, if the coverage period shown on the currentcertificate of coverage ends during the duration of the project;
5. retain all required certificates of coverage on file for the duration of theproject and for one year thereafter;
6. notify the governmental entity in writing by certified mail or personal
delivery, within 10 days after the person knew or should have known, of anychange that materially affects the provision of coverage of any personproviding services on the project; and
7. Contractually require each person with whom it contracts, to perform asrequired by paragraphs (1) - (7), with the certificates of coverage to beprovided to the person for whom they are providing services.
J.By signing this contract or providing or causing to be provided a certificate ofcoverage, the contractor is representing to the governmental entity that allemployees of the contractor who will provide services on the project will be
covered by workers’ compensation coverage for the duration of the project,
that the coverage will be based on proper reporting of classification codes and
payroll amounts, and that all coverage agreements will be filed with theappropriate insurance carrier or, in the case of a self-insured, with thecommission's Division of Self-Insurance Regulation. Providing false ormisleading information may subject the contractor to administrative penalties,criminal penalties, civil penalties, or other civil actions.
K. The contractor’s failure to comply with any of these provisions is a breach of
contract by the contractor which entitles the governmental entity to declare the
contract void if the contractor does not remedy the breach within ten days afterreceipt of notice of breach from the governmental entity.
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Exhibit E
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of 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 requiring
the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish a Certificate of Interest Parties before the contract 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 1295Email the form to pumhasing@cityofdenton.com with the contract number in the subject line.
(EX: Contract 1234 – Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after
Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Commission’s website within seven business days.
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Exhibit F
Contractor’s Pricing/Emburse Terms and Conditions
Contract # 7915
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a emburseExhibit F
Emburse
Terms and Conditions
These Terms and Conditions (the “T&Cs"), together with the other Agreements (defined below), govern Customer’s use and the
delivery of services or solutions by Emburse, Inc. or any its Affiliates (referred to collectively herein as “Emburse”) and further
detailed in the Order Form or Documentation (collectively the "Service"). Customer agrees that Customer’s subscription to the
Service is not contingent on the delivery of any future functionality or features, or dependent on any oral or written public
comments made by Emburse regarding future functionality or features.
1.Grant of Rights and Usage.
1.1 Subject to the terms of the Agreements, Emburse hereby grants to Customer a non-sublicensable, non-transferable
(except as provided in the T&Cs), non-exclusive right to access and use the Service, in accordance with the
Documentation, and solely for Customer’s and its Affiliates’ internal business operations.
1.2 Customer may permit Authorized Users to use the Service. Usage is limited to the Usage Metrics and volumes stated in
theOrder Form(s). Customer is responsible for all activity by its Authorized Users and will not permit User IDs to be used by
more than one (1) individual. Emburse reserves the right to suspend or terminate any Authorized User which it reasonably
determines may have been used for an unauthorized purpose, subject to prompt notice by Emburse of such suspension ortermination.
a.Customer shall ensure that each Authorized User complies with the following requirements: (a) is at least eighteen (18)
years of age; (b) is registered under the individual’s legal name; (c) is not located in a country that is subject to a U.S
Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; (d) is not
listed on any U.S. Government list of prohibited or restricted parties; and (e) accounts or payment methods registered in
the Authorized Users account is owned by such user, is issued in such users name, and is in good standing.
Each Authorized User must register for a user account using accurate and complete information. Customer shall ensure
that such account information is regularly updated by the Authorized Users. Customer will promptly notify Emburse if a
payment method associated with a user account is canceled (e.g,, for loss or theft). Customer is responsible for ensuring
that all Authorized Users are eligible to use the Service. Subject to the laws of the State of Texas and without waving any
applicable immunity, Customer is responsible for any charges and damages arising from use by ineligible AuthorizedUsers
b
C.Customer shall be responsible for resolving all disputes with Authorized Users regarding use of the Service. Customer will
reasonably cooperate with Emburse to recover funds credited to Customer or an Authorized User in error, as applicable to
the Service. Customer and its Authorized Users are responsible for all instructions provided to Emburse and any results
therefrom with respect to return of such funds
1.3 Customer shall: (i) use commercially reasonable efforts to prevent unauthorized access to, or use of, the Service and
willpromptly notify Emburse of any actual or suspected unauthorized use of the Service, a user’s account, or registration
information; (ii) report to Emburse promptly and use reasonable efforts to stop any unauthorized copying or
distribution of Content; and (ii) comply with all applicable laws, rules and regulations when using the Service.
1.4 Customer hereby grants Emburse a non-exclusive, non-transferable {other than as set forth in the Agreements),
worldwideright to use the Customer Data as follows: (i) as necessary for the limited purpose of performing the Service, (ii)
as permitted orrequired by applicable law, and (iii) to create anonymized data or to combine with other data sources to
create aggregate data provided such information does not identify Customer or a specific individual as the source of such
data (collectively “Analyses”).
1.5 Authorized Users may access certain Services through mobile applications obtained from third-party websites such as
theAndroid® or Apple® app store. The use of mobile applications may be governed by the terms and conditions presented
upon download/access to the mobile application and not by the terms of the Agreements.
2. Restrictions
Customer will not without prior written consent of Emburse; (a) access or copy any Content or data or information of other
Service users; (b) harvest, collect, gather or assemble information or data regarding other users without their written consent;
(c) disassemble, decompile, reverse-engineer, copy, translate or make derivative works of the Service, Documentation, or
Content; (d) transmit or upload any content or data that is unlawful, infringes any intellectual property rights, or contains any
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Malicious Code; (e) knowingly interfere with or disrupt the integrity or performance of the Service or the Content; (f) harass orinterfere with another customer's use and enjoyment of the Service; (g) circumvent or endanger the operation or security of
the Service; (h) use the Service for the benefit of a third party (other than the Authorized Users), for timesharing or to operate
a service bureau; (i) create Internet"links" to or from the Service; (j) remove, cover, alter or obfuscate any logos, trademarks,
internet links, confidentiality or proprietary rights notices, or any other notices or markings placed on or displayed by Service or
the Documentation; (k) access the Service for purposes of: monitoring its availability, performing any technical security
integrity review, penetration test, loadtest, denial-of-service simulation or vulnerability scan, or any benchmarking or
competitive services; or (1) otherwise use the Service in any manner that exceeds the scope of use permitted under the T&Cs.
3.Ownership
3.1 Emburse. Emburse, its Affiliates, or its suppliers or licensors retain all right, title and interest, including all intellectual
property rights, in and to the following: (i) the Service, Documentation, the Content , and all other software, materials,
formats,interfaces, information, content and proprietary information and technology used by Emburse or provided to
Customer in connection with the Service, (ii) all ideas, know-how, and techniques that may be developed, conceived, or
invented by Emburse or its Affiliates during its performance under the Agreements (exclusive of any Customer Data and/or
Customer Confidential Information), (iii) any and all suggestions, ideas, enhancement requests, feedback,
recommendations made by Customer in connection with any present or future Emburse product or service, (iv) any and all
Analyses, and (iv) the logos, trademarks, and product and service names associated with the Service, Emburse orotherwise
contained on any Emburse website, (all of the foregoing being referred to herein collectively as, the "Emburse Property").
Except as otherwise expressly authorized herein or by Emburse in writing, the non-exclusive use rights set forth in the
T&Cs are the entirety of Customer’s rights in connection with the Emburse Property.
3.2 Customer. Customer owns and retains all right, title, and interest, including all intellectual property rights, in and to
the Customer Data, Customer’s Confidential Information, software or materials, each that are created by Customer
independently and without reference to the Emburse Property. Except as otherwise expressly authorized herein or by
Customer in writing, thenon-exclusive use rights set forth in the T&Cs are the entirety of Emburse’s rights in connection
with the Customer Data
4.Emburse Responsibilities
4.1 Emburse will provide access to, and support for, the Service as described in the Agreements, including the
Documentation. Notwithstanding anything in the Agreements to the contrary, Emburse may from time to time effect
reasonable modification tothe Service and/or the Documentation applicable for each service ordered hereunder, without
Customer’s prior consent, provided that any such modification does not reduce the service level commitments, security
or the overall level of beneficial service provided to Customer immediately prior to such modification. Any such updatesare in the sole discretion of Emburse.
4.2 Emburse has implemented and will maintain reasonable and appropriate security measures as set forth in the
Documentation that is based on applicable industry best practices. As a data processor, Emburse will secure Personal Data
processed in the Service in accordance with applicable data protection laws. If the parties deem applicable and enter into
the Emburse Data Processing Agreement (“DPA”), the DPA shall be hereby incorporated in the T&Cs by reference to the
extent required by applicable law, including the General Data Protection Regulation (GDPR) and California Consumer
Privacy Act (“CCP/V’). Emburse uses subprocessors for various functions and provision of the Service, which are available
upon request.
5.Customer and Personal Data
5.1 Customer is solely responsible for providing and ensuring that all Customer Data required for the proper operation of
theService is complete and accurate. Customer will collect and maintain all personal data contained in the Customer
Data in compliance with applicable data privacy and protection laws,
5.2 During the Subscription Term, Customer can access its Customer Data at any time through the Service. Customer may
export and retrieve its Customer Data in a standard format. Export and retrieval may be subject to technical limitations, inwhich case Emburse and Customer will find a reasonable method to allow Customer access to Customer Data. At the end
of theSubscription Term and in accordance with Section 12.3, Emburse will delete the Customer Data remaining on servers
hosting the Service, unless applicable law requires retention; provided however, Emburse will retain Customer Data for30
days after the end of the Subscription Term and Customer will retain access rights in accordance with this Agreement.
Retained Customer Data is subject to the confidentiality provisions of the Agreements.
6. Fees and Payment
6.1 Except as otherwise expressly set forth in the applicable Order Form, Customer will pay each accurate invoice within thirty
(30) days after receipt of the invoice . All fees and other charges shall be paid to Emburse in United States dollars or such
currency specified in the Order Form. If travel is requested by Customer or required for Services provided on-site at a Customer
location, Customer will pay all reasonable and pre-approved expenses associated with such travel, subject to Emburse’s then-
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current travel policy. If Customer specifies in an Order Form that it is issuing a purchase order for such Order Form, then
Emburse will reference the applicable Customer purchase order number on its invoices so long as Customer provides the
purchase order number at least five (5) business days prior to the date of the applicable invoice. Except as otherwise specifically
provided in the T&CS, all payment obligations are non-cancelable and all amounts paid are nonrefundable.
6.2 Fees due under the Agreements do not include taxes, levies, or duties (“Taxes") imposed by taxing authorities, all of
whichwill be for Customer’s account.
6.3 if, at any time, Customer is delinquent in the payment of any fees due hereunder, Emburse may notify Customer in
writingof such breach and, in such case, Customer will have thirty (30) days from such written notice to cure the breach. If
Customer fails to cure such breach within such 30-day period, then Emburse may suspend the Service in its sole discretion
and without prejudice to its other rights until such fees are paid in full. Emburse reserves the right to impose a
reconnection fee in the eventthe Service is suspended and Customer thereafter requests access to the Service. Late
payments hereunder will accrue interest beginning as of the due date at the rate of one and one-half percent per month
or the highest rate allowed by applicable law, whichever is lower. Customer will be subject to payment of collection fees
related thereto.
7.Warranties
7.1 Emburse and Customer each hereby represents and warrants to the other that; (a) it has the authority to enter into
the Agreements and to perform its obligations under the Agreements; and (b) it will comply with all laws and regulations
applicable to it in connection with: (i) in the case of Emburse, the operation of its business as it relates to the Service, and
{ii) in the case ofCustomer, the Customer Data and Customer’s use of the Service.
7.2 Emburse warrants that, during the term of the Agreements, the Service provided hereunder: (a) will be performed: (i)
in a professional manner consistent with generally accepted industry standards reasonably applicable to the provision of
the Service; and (ii) substantially in accordance with the Documentation relating to the configuration, operation, support,
and use of the Service that are provided to Customer under the Agreements, as reasonably updated from time to time;
and (b) does not contain any disabling code (defined as computer code designed to interfere with the normal operation of
the Service) or any program routine, device or other undisclosed feature (including but not limited to, a time bomb, virus,
software lock, drop-deaddevice, malicious logic, worm, trojan horse, or trap door) which is designed to delete, disable,
deactivate, interfere with or otherwise harm the Service or Customer Data. Customer's sole and exclusive remedies and
Emburse’s entire liability for a breach of the warranties in (a) above will be the re-performance of the deficient Service,
and, if Emburse fails to re-perform, Customer may terminate its subscription to the affected Service with a prorated refund
for the unused Services, upon notice received within three (3) months of such failure to re-perform.
7.3 Emburse warrant s that it will maintain the average monthly system availability for the Service as set forth in the
Documentation (“SLA"). Customer’s sole and exclusive remedy for a breach of the SLA is the issuance of a credit or
termination as described in the SLA.
7.4 Emburse warrants that it shall at all times provide and maintain sufficient physical and electronic security for the
Service inaccordance with commercially reasonable industry standards, including, without limitation, measures designed
to prevent unauthorized access to or disclosure of Customer Data (other than by Customer or Authorized Users).
7.5 At least annually and at no expense to Customer, Emburse will review its operations and procedures relating to its
operations center applicable to providing the Service to Customer, including its security and compliance programs,
which review will be by a qualified independent third party in accordance with the current SOC 1 auditing standards or
such other standards as determined by Emburse. Following Customer’s request, Emburse will provide Customer with
copies of documentation relevant to such review to the extent permitted by law and subject to applicable regulatory
restrictions and confidentiality obligations. To the extent Emburse processes cardholder data, Emburse will comply with
the Payment Card Industry Data Security Standards (“PCI DSS”)
8. Limitation of Warranty
The warranties in sections 7.2 and 7.3 will not apply if the Service is not used in accordance with the Agreements or the
Documentation or any non-conformity is caused by Customer. THE EXPRESS WARRANTIES SET FORTH IN THE T&CS ARE THE
SOLE WARRANTIES PROVIDED BY EMBURSE HEREUNDER. EMBURSE SPECIFICALLY DISCLAIMS ALL OTHER REPRESENTATIONS,
WARRANTIES, CONDITIONS, ANDGUARANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, ORAL OR WRITrEN, WITH RESPECT
TO THE SERVICE OR ANY OTHER ITEMS OR SERVICES COVERED BY OR FURNISHED UNDER THE AGREEMENTS, INCLUDING
WITHOUT LIMITATION ANY IMPLIED WARRANTY (1) OF MERCHANTABILITY, (I1) OF FITNESS FOR A PARTICULAR PURPOSE, OR
(II1) ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING, OR USAGE OF TRADE. EMBURSE DOES NOT WARRANT
THAT ANY ITEMS OR SERVICES WILL BE UNINTERRUPTED OR ERROR FREE.
9. LIMITATION OF LIABILITY
EXCEPT FOR LIABILITY ARISING UNDER SECTIONS 2, 10.1, 10.3 AND 11 OR FOR FRAUD OR WILFUL MISCONDUCT, AND TO THE
EXTENT PERMITrED BY APPLICABLE LAW, IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE,
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INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE AGREEMENTS UNDER ANY LEGAL
THEORY (INCLUDING, BUT NOT LIMITED TO, CLAIMS SOUNDING IN CONTRACT, TORT, STRICT LIABILITY, BREACH OF WARRANTY
OR OTHERWISE), INCLUDING, BUT NOT LIMITED TO, INTERRUPTED COMMUNICATIONS, LOST DATA, OR LOST PROFITS, AND
DAMAGES THAT RESULT FROM INCONVENIENCE, OR LOSS OF USE OF ANY INFORMATION OR DATA OF THE SERVICE, EVEN IF
SUCH PARTY HAS BEEN ADVISED OF, OR OTHERWISE SHOULD HAVE BEEN AWARE OF, THE POSSIBILITY OF SUCH DAMAGES,AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY PROVIDED HEREIN.
EXCEPT FOR LIABILITY ARISING UNDER SECTIONS 2, 10.1, 10.3 AND 11 OR FOR FRAUD OR WILFUL MISCONDUCT, OR AMOUNTS
OWED HEREUNDER, EACH PARTY'S AGGREGATE LIABILITY UNDER THE AGREEMENTS, FOR WHATEVER CAUSE, WHETHER IN AN
ACTION IN CONTRACr OR IN TORT OR OTHERWISE, WILL BE LIMITED TO GENERAL MONEY DAMAGES AND SHALL IN NO EVENT
EXCEED AN AMOUNT EQUAL TO THE AGGREGATE OF ALL FEES ACCRUED HEREUNDER BY CUSTOMER TO EIVIBURSE FOR THE
APPLICABLE SERVICE DIRECTLY CAUSING THE DAMAGE DURING THE TWELVE MONTH PERIOD PRECEDING THE TIME THAT THE
CLAIM AROSE (BUT NOT LESS THAN THE AMOUNT OF BASE FEES DUE DURING THE FIRST YEAR AFTER THE EFFECrIVE DATE)
FOR LIABILITY ARISING UNDER SECTION 10.2, EMBURSE’S AGGREGATE LIABILITY UNDER THE AGREEMENTS, FOR WHATEVER
CAUSE, WHETHER IN AN AcrioN IN CONTRACT OR IN TORT OR OTHERWISE, WILL BE LIMITED TO GENERAL MONEY DAMAGES
AND SHALL IN NO EVENT EXCEED AN AMOUNT EQUAL TO THREE (3)THE AGGREGATE OF ALL FEES ACCRUED HEREUNDER BY
CUSTOMER TO EMBURSE FOR THE APPLICABLE SERVICE DiRECrLY CAUSING THE DAMAGE DURING THE TWELVE MONTH
PERIOD PRECEDING THE TIME THAT THE CLAIM AROSE (BUT NOT LESS THAN THE AMOUNT OF BASE FEES DUE DURING THE
FIRST YEAR AFTER THE EFFECTIVE DATE).
10. Indemnification
10.1 Subject to the terms of the Agreements, Emburse shall defend and indemnify Customer, its Affiliates, and
their employees, agents, successors and assigns from and against any and all loss, damage, liability, and expense arising
from any claim brought against any such indemnified party by a third party (each a “Claim); to the extent alleging that the
Service, as provided by Emburse and used in accordance with the terms of the Agreements, infringes upon any valid
patent, copyright, trademark, trade secret, or other proprietary right of such third party. Notwithstanding the above,
Emburse shall have no liability for any infringement claim to the extent such claim: (i) pertains to any Emburse Property
that has been altered or modified without Emburse’s prior written approval; or (ii) is based on use of the Service in
conjunction with any item not provided by Emburse orauthorized by Emburse in writing, unless such use is shown to
constitute the infringement when not used in conjunction with the item not provided by Emburse
10.2 Subject to the terms of the Agreements, Emburse shall defend and indemnify Customer, its Affiliates, and
their employees, agents, successors and assigns from and against {a) any Claim to the extent based on a breach of Section
7.4 that results in the unauthorized disclosure of Confidential Information or Personal Data to a third party (a “Data
Breach") and (b) any reasonable costs and expenses incurred by Customer in remediating the Data Breach in accordance
with applicable Data Protection Law.
10.3 For any indemnifiable claim described in this Section 10: (a) the indemnifying party shall have the sole
responsibility, at its expense, to defend and, at its sole discretion, to settle any such claim, provided that, if any settlement
requires a non-monetaryobligation of an indemnified party (other than ceasing use of the Service), then such settlement
shall require the indemnified party’s prior written consent, which consent will not be unreasonably withheld; and (b) theindemnified party shall provide prompt written notice of such claim and reasonably cooperates with indemnifying party
(at indemnifying party’s expense) in the defense or settlement of such Claim.
10.4 if, in the event of an indemnifiable infringement claim as set forth in Section 10.1 above, the Service is held
to infringe anyvalid patent, copyright, trademark, trade secret, or other proprietary right of such third party, or in
Emburse’s opinion is likely to infringe any valid patent, copyright, trademark, trade secret, or other proprietary right of
such third party, then, in addition to its obligations set forth in Section 10.1 above, Emburse shall, at its option and in its
sole discretion, either: (a) procure for Customer the right to continue using the Service in accordance with its rights under
the Agreements; (b) replace or modify the Service with a substantially equivalent service that does not infringe any valid
patent, copyright, trademark, trade secret, or other proprietary right of such third party; or (c) if Emburse is unable to
provide one of the foregoing remedies under reasonable terms, or otherwise determines that such remedies are or
become economically impractical, then Emburse may terminate the Agreements by providing written notice thereof to
Customer, without further obligation by either party, except that (i) Customer shall be entitled to, and Emburse shall pay
Customer, a refund equal to the pro-rata amount of any unused pre-paid fees for the Service paid by Customer as of the
effective date of such termination; and (ii) Emburse’s indemnity obligations under Section 10.1 above apply.
11. Confidentiality
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11.1 During the Term of the Agreements, each party may have access to certain Confidential Information of the other party,
which value would be impaired if such information were disclosed to third parties ("Confidential Information"). Confidential
Information means any information marked or otherwise identified as confidential at the time of disclosure. With respect to
Emburse, Confidential Information shall include, without limitation, the Service and the Documentation
11.2 During the Term (as defined in Section 13.1 below) and for three (3) years thereafter, the receiving party
hereunder shall not use or otherwise disclose any Confidential Information of the disclosing party to a third party without
the prior written consent of the disclosing party, except that: (a) the receiving party may disclose the Confidential
Information of the disclosing party to its third party advisers (e.g., auditors or attorneys) who have need to know such
Confidential Information in performingservices on the receiving party’s behalf and under terms consistent with the
confidentiality and non-use in the Agreements; and (b) Emburse may use or disclose such information solely as required to
provide the Service or as otherwise authorized by Customer. In addition, each party agrees to take reasonable measures to
protect the other party’s Confidential Information andto ensure that such Confidential Information is not disclosed,
distributed, or used in violation of the provisions of the Agreements (which measures shall be no less than that which a
reasonable person would take with respect to like confidential, proprietary, or trade secret information). Notwithstanding
anything to the contrary, the obligations of the receiving party set forth in this Section 11 shall not apply to any
information of the disclosing party that: (i) is or becomes a part of the public domain through no wrongful act of the
receiving party; (ii) was in the receiving party’s possession free of any obligation of confidentiality at the time of the
disclosing party’s communication thereof to the receiving party; (iii) is developed by the receiving party completely
independent from the Confidential Information of the disclosing party; or (iv) is required by law or regulation to be
disclosed, but only to the extent and for the purpose of such required disclosure after providing the disclosing party with
advance written notice, if reasonably possible, such that the disclosing party is afforded an opportunity to contest the
disclosure or seek an appropriate protective order. Emburse 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. All material submitted
by Emburse to the City of Denton shall become property of the City upon receipt. Any portions of such material claimed by
Emburse to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to
the Texas Public Information Act, chapter 552, and Texas Government Code.
11.3 in the event of a breach of this Section, the parties agree that the non-breaching party will suffer irreparable
harm and thetotal amount of monetary damages for any injury to the non-breaching party will be impossible to calculate
and would therefore be an inadequate remedy. Accordingly, the parties agree that the non-breaching party shall be
entitled to seek temporary, preliminary and permanent injunctive relief against the breaching party without posting bond,
in addition to such other rights and remedies to which it may be entitled at law or in equity.
Intentionally Deleted
12.General.
12.1 Relationship of the Parties; Independent Contractors. In making and performing under the Agreements, the
parties are acting and shall act as independent contractors. Neither party is, nor will be deemed to be, an agent, legal
representative, joint venturer, or partner of the other party for any purpose. Neither party shall have any authority to act
for or to bind the other party in any respect, except as otherwise expressly provided in the Agreements. Emburse’s
personnel shall not be considered employees of Customer, and shall not be entitled to participate in, or receive benefits
under, any of Customer’s employee benefit or welfare plans.
12.2 Assignment. The Agreements may not be assigned or transferred by either party without the prior written
consent of the other party, which permission shall not be unreasonably withheld. Any attempted assignment without
such consent will be void. Notwithstanding the foregoing, either party may assign its rights and obligations under the
Agreements, in whole but not in part, without the other party’s permission, in connection with any merger, consolidation,
sale of all or substantially all of suchassigning party’s assets, or any other similar transaction; provided, that the assignee:
(a) provides prompt written notice of such assignment to the non-assigning party; (b) is capable of fully performing the
obligations of the assignor under the Agreements; and (c) agrees in writing to be bound by the terms and conditions of the
Agreements. The Agreements are binding on the parties hereto and their respective successors and permitted assigns.
12.3 Notices. Notices shall be in writing and will be deemed given when delivered in person, or when sent via
electronic communication with confirmation or overnight courier with confirmed delivery, with a copy to
legaldept@emburse.com. The respective addresses of the parties for notice are set forth on the Order Form. Either party
may change its notice address uponwritten notice to the other party.
12.4 Waiver and Severability. A waiver of any breach of the Agreements is not deemed a waiver of any other
breach. If any provision of the Agreements is held to be invalid or unenforceable, the invalidity or unenforceability will
not affect the other provisions of the Agreements.
12.5 Governing Law and Venue. Any action related to the Agreements shall be governed by and construed in
accordance withthe applicable law identified below (without reference to its principals of conflict of laws), as determined
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by Customer’s domicile. The parties hereby irrevocably consent to the exclusive jurisdiction of, and venue in, the
jurisdiction identified below.
If Customer is
domiciled in:The governinglaw is:
The courts
having exclusive jurisdiction
are :
Australia New South Wales Australia
A country in Asia or
the Pacific region,
other than Japan
Singapore Singapore
North, Central or
South America or
the Caribbean
State of Texas and controllingUnitedStates federal law Denton County, Texas U.S.A
Europe, other than Ireland and the UK Germany Germany
EnglandIreland, UK,
the Middle East or Africa England and Wales
Japan Japan Tokyo, Japan
12.6 Publicity. Neither party shall use the name of the other party in publicity activities without the prior writtenconsent of the other.
12.7 Export Compliance. Emburse Confidential Information is subject to export control laws of various
countries, includingthe laws of the United States. Customer will not submit Emburse Confidential Information to any
government agency for licensing consideration or other regulatory approval, and will not export Emburse Confidential
Information to countries, persons, or entities if prohibited by export laws.
12.8 Force Majeure. If a party’s performance of any of its obligations (other than payment of Fees) pursuant to
the Agreements is delayed or prevented by any cause beyond a party’s reasonable control, including without limitation
fire, flood,earthquake, extreme adverse weather, strike, civil disorders, government or military authority action, act or
war or terrorism,act of God, pandemic or other similar causes (each, a “Force Majeure Event"), then such party shall be
excused for such delayor non-performance, as applicable, of those obligations affected by the Force Majeure Event for
as long as the Force MajeureEvent continues. Such party shall use commercially reasonable efforts to recommence
performance as soon as reasonably practicable
12.9 Entire Agreements. The Agreements constitute the complete and exclusive statement of the agreement
between Emburse and Customer in connection with the parties’ business relationship related to the subject matter of the
Agreements. All previous representation, discussions, and writing (including any confidentiality agreement) are merged in
and superseded by the Agreements. The Agreements may only be modified in writing signed by both parties, except as
permitted under Section 4.1.
12.10 Counterparts and Signatures. The Agreements may be executed in one or more counterparts, each of
which shall bedeemed an original and all of which shall be taken together as one instrument. Electronic signatures
that comply with applicable law are deemed original signatures.
13. Definitions.
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In addition to those terms defined elsewhere in the Agreements, the following words and phrases in initial capital letters
shallhave the meanings set forth below:
13.1 “Affiliate” means each legal entity (other than non-operating holding companies) that is controlled by, or is
under common control with Emburse or Customer, as the case may be, on or after the Effective Date and for so long as
such entity remains controlled by, or is under common control with Emburse or Customer, as applicable, (where
"controls,” in its various forms herein, means the ownership of, or the power to vote, directly or indirectly, a majority of
any class of voting securities of a corporation or limited liability company, or the ownership of any general partnership
interest in any general or limited partnership).
13.2 “Agreement" means individually and “Agreements” mean collectively, the Order Form and the following
documents located at the link referenced below, each as may be amended or supplemented from time to time by
Emburse:
(a)T&Cs
(b)
(C)
Documentation
Support for Emburse Services (https://emburse.com/assets/pdfs/order-forms-terms-and-conditions/2022-
q2/2022-apr-01/2020 jun IQ support.pda
Service Level Agreements for Emburse Services (https://emburse.com/assets/pdfs/order-forms-terms-and-
conditions/2022-q2/2022-apr-01/2022 mar 10 sla.pdf)
Service Guide
DPA, if entered into by the parties
(d)
(e)
(f)
13.3 “Authorized User" means any individual to whom Customer or its Affiliates grants access authorization to
use the Service,including without limitation an employee, agent, contractor, partner, shareholder, or representative,
provided any such Authorized User is not a competitor of Emburse.
13.4 "Content" means all content, excluding Customer Data, located on or contained in the Emburse website, or
any other website owned or controlled by Emburse, and any information, documents, reports, benchmarks or similar
items contained inor made available to Customer in the course of using the Services, other than the Service itself or
Customer Data.
13.5 “Customer” means the legal entity identified in the Order Form.
13.6 "Customer Data" means any content, materials, data, and information specific to Customer or its
Authorized Users that isentered into the Service by or on behalf of Customer or that Customer derives from its use of and
stores in the Service (e.g. Customer-specific reports). Customer Data and its derivatives will not include Emburse’s
Confidential Information.
13.7 "Documentation" means the materials provided to Customer describing the functionality, use, and
operation oftheService, including without limitation online materials, specifications or forms,
13.8 “Effective Date” of the Agreements means the date of Customer’s execution of the initial Order Form
and any Order Form Effective Date thereafter shall mean an extension to the Subscription Term
13.9 “Malicious Code" means code, files, scripts, agents, or programs intended to do harm, including for
example, viruses,worms, time bombs, and Trojan horses
13.10 “Order Form" means the written ordering document for the Service that references these Terms and Conditions.
13.11 "Password" means the unique password assigned to each Authorized User for access to the Service
13.12 “Personal Data” any information that Emburse processes on Customer’s behalf that identifies, relates to,
describes, is reasonably capable of being associated with, or could reasonably be linked, directly or indirectly, with an
identified or identifiable natural person or household.
13.13 "Service" means any subscription-based, hosted, supported and operated on-demand solution provided
by Emburseunder an Order Form and described in the Documentation.
13.14 “Subscription Term” means the term of a Service subscription identified in the initial Order Form,
including all Subscription Term renewals thereafter (if applicable).
13.15 “Usage Metrics” means the standard of measurement for determining the permitted use and calculating
the fees duefor the Service as set forth in an Order Form.
13.16 “User ID” means the unique credentials created and assigned to each Authorized User for the purpose of
accessing andutilizing the Service in accordance with the Agreements.
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DocuSign Envelope ID: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E
B emburse
ORDER FORM
Emburse, Inc.320 Cumberland Avenue
Portland, ME 04101 United States
Customer Information
Customer Name:City of Denton Offer Expiration Date:Order Effective Date:
215 E McKinney St Shipping Address:Denton, Texas 76201-4299
United States
Brittany Miller Attention:(940) 349-7490 Phone:
brittany.miller@cityofdenton.com Email:
8/31/2022
9/ 1 /2022
215 E McKinney StDenton, Texas 76201-4299United States
Brittany Miller
(940) 349-7490
brittany.miller@cityofdenton.com
Billing Address:
Attention:
Phone:Email:
Contract Information
Initial Term (months);Renewal Term
(months) :Automatic Renewal:
12
12 Initial Payment Terms:Renewal PaymentTerms:
Payment Method:
Net 30
Net 30
ACH
No
Yes, unless 90 days'notice providedOrder Effective Date
CertifyBilling Start Date:Product Suite:Tax Exempt:
Product BillingPeriod Quantity (per
BillingPeri
3,600
500
1
Fee (per unit)Subscription Fees
Expense - Enterprise Reports
Travel - Amtrav
Other ServIces - Credit Card Integration
Other Services - Custom Accounting Feed
Other Services - GL Dimension Sync
Annual
Annual
Annual
Annual
Annua
USD 3.75
USD 10.00
USD 0.00
USD 0.00
USD 0.00
USD 13,500.00
USD 5,000.00
USD 0.00
USD 0.00
USD 0.00
Additional Services Ordered (one-time services
Product Service Ordered
TRAVEL Setup Services - AmTrav
Set Up Fee
USD 1.000.00
Implementation fees will be invoiced on a one-time basis on the Order Effective Date.
Quote # Q-33478-1
DocuSign Envelope ID: DD83BF68-8C4D4EDD-8978-5A2A126CC86E
Order Terms
General: This Order Form as issued by Emburse is an offer by Emburse. When signed and returned to Emburse by Customer, it
becomes a binding agreement for the Services listed on this Order Form.
Terms and Conditions: This Order Form ("Order Form”) along with the Emburse Terms and Conditions (the "T&Cs”) as negotiatedbetween the parties is incorporated into the agreement negotiated by and between City of Denton, Texas and Emburse Inc., includinq
Exhibits A to G (CONTRACT # 7915) {"Aqreement").
The Quantity Per Billing Period of Subscription Products specified on this Order Form is the minimum quantity that the Customer is
ordering and agrees to pay for through the full duration of the Initial Term specified above. This quantity may not be changed except
pursuant to an amendment to this Order Form executed in accordance with the T&Cs. During the Term, the then current Quantity of
any Service may only be reduced by providing written notice to cancelorder@emburse.com at least 90 days prior to the end of the thencurrent term. The new quantity wiN be effective on the next Renewal Term.
Customer's use of the Service is subject to the Agreement and the Quantity identified in the tables above. Any use of the Service that
exceeds the Quantity ordered above will be subject to the Overage Fee identIfied above OR the Fee (per unit) for such Service for eachexcess use. Such fees accrue from the date the excess use begins and, unless otherwise agreed in this Order Form/Addendum, will be
invoiced in arrears at the end of each Billing Period. Special Terms Notwithstanding anything to the contrary contained in the
Agreement
Travel: To the extent ordered by Customer above, access to the Emburse Travel service is subject to a fee of $29.00 for each travel
booking done through a live agent call-in service. This addItional fulfillment or travel agent fees is levied by the Travel Management
Company to Customer directly. Travel Transaction is defined as a trip booked online using the Certify travel Online Booking Engine that
contains any combination of air, car, hotel, and/or rail segments booked at any time on the same itinerary, per traveler included in the
booking
Special Terms
The parties agree that the following terms shall amend or supersede the provisions of the T&C’s and/or this Order Form as
expressly identified below.
1. Parties agree to terminate the Certify Pricing Proposal and Certify Terms of Use Agreement signed between the parties onOctober 30, 2018 and replace it with the City of Denton Contract 7915 as specified above. The old Subscription Term with a QuarterlyBilling Period shall end on 08/31/2022 and the new Subscription Term will commence on 9/1/2022 per the terms of this Order Form.
2. Customer agrees to be metered monthly for the month of August 2022, and Emburse shall invoice Customer at the end of the
said month for 300 ExpenseEnterprise Reports, plus any Reports used in excess of 300 Reports @ USD 4.00 per report.
3. No auto-renewal: The Agreement will commence on the Order Effective Date and will continue for the Subscription Term
specified in the Order Form Addendum. Following completion of the Subscription Term, the Services may be renewed for the periodspecified in the Order Form Addendum (each a “Renewal Term") upon written notice from Customer no later than 30 days prior to the
end of the Subscription Term as applicable.
(Signature page follows)
Quote # Q-33478-1
DocuSign Envelope ID: DD83BF68-8C4D-4EDD-8978-5A2A126CC86E
AGREED AND ACCEPTED.
CUSTOMER (as specified above)
T:R=';:::L
5236DB29627Q423.
Name Sara Hensley
Tltle City Manager
Date 09/20/2022
Quote # Q-33478-1
DocuSign Envelope ID: DD83BF68-8C4Dd+EDD-8978-5A2A126C(;8qE .- ' Exhibit G
CONFLICT OF INTEREST QUESTIONNAM
For vendor or other person doing business with local governmental enti
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
FORM CIQ
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as definedby Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) and by City of DentonEthics Code, Ordinance 18-757.
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after thIdate 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.misdemeanor.a W
An offense under this section is a
Emburse, Inc.
2 . . Check this box if you are filing an update to a previously filed questionnaire.X
(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.
Name of Officer
Describe each employment or other business relationship with the local govemment officer, or a family member of the officer, as described by Section
176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must becompleted for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1(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?a Yes B 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 inthis section AND the taxable income is not received from the local governmental entity?m Yes a No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officeror director, or holds an ownership of one percent or more?
E] Yes m No
D Describe each employment or business and family relationship with the local government officer named in this section.
4
5
Ld I have no Conflict of Interest to disclose.
'DocuSigned by:
Abr£ SAH,txLsoh
Signaturlal liness with the governmental entity
8/19/2022
Date
DocuSign Envelope ID: DD83BF68-8C4DJIEDD-8978-5A2A126CC86E
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.ug Docs/LG/htm/LG 176.htm. For easyreference, below are some of the sections cited on this form.
Local Government Code $ 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the
parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local
governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease ofgoods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by,
and reporting to, that agency.
Local Government Code $ 176.003(a){2)(A) and (B):
(A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a family member of the officer that
results in the officer or family member receiving taxable income, other than investment income, that exceeds 82,500 during
the 12-month period preceding the date that the officer becomes aware that
(i) acontract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vaxk)c
(B) has given to the local govemment officer or a family member ofthe officer one or more gifts that have an aggregate value ofmore
than $ 100 in the 12-month period preceding the date the officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local govemmental entity is considering entering into a contract with the vendor.
Local Government Code $ 176.006(a) and fa-1)
(a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and:
( 1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family memberof the officer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local govemmental entity, or a family member of the officer, one or more gifts with the
aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a- 1 ) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business dayafter the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local govemmental entity; or
(B) submits to the local govemmental entity an application, response to a request for proposals or bids, correspondence, or another
writing related to a potential contract with the local governmental entity; or
(2) the date the vendor becomes aware
(A) of an employment or other business relationship with a local government officer, or a family member of the officer,described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local govemmentomcer.
City of Denton Ethics Code Ordinance Number 18-757
Definitions:
Relative: a family member related to a City Official within the third 3d degree ofaffiniN (marriage) or consanguinity (blood or adoption)
City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning
and zoning Conunission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board
Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition
does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use
Per the City of Denton Ethics Code, Section 2-273. – Prohibitions
(3) it shall be a violation of this Article for a Vendor to offer or give a Gin to City Official exceeding fifty dollars (ssa.oo) per gift, or multiple gift
cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year.
Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility
If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed
ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year,
orm provided by Texas Ethics Commission www. ethics .state . tx . us Revised 11/30/2015
[k)cuSign
Certificate Of Completion
Envelope Id: DD83BF688C4D4EDD89785A2A126CC86E
Subject: Please DocuSign: City Council Contract 7915 - PCard Travel Expense Software
Source Envelope
Document Pages: 41
Status: Completed
Envelope Originator:
Cori Power
901 B Texas Street
Denton, TX 76209
cori .power@cityofdenton.com
IP Address: 198.49.140.104
Certificate Pages: 6
AutoNav: Enabled
Signatures: 7
Initials: 1
Envelopeld Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
Record Tracking
Status: Original
8/18/2022 9:44:26 AM
Holder: Cori Power
cori.power@cityofdenton.com
Location: DocuSign
Signer Events
Cori Power
ceri .power@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: 8/18/2022 12:55:41 PM
Viewed: 8/18/2022 12:55:55 PM
Signed: 8/1 8/2022 12:57:59 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: 8/1 8/2022 12:58:02 PM
Viewed: 8/1 8/2022 2:00:24 PM
Signed: 8/1 8/2022 2:02:30 PM
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
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication(None)
Sent: 8/1 8/2022 2:02:33 PM
Viewed : 8/1 8/2022 2:25:19 PM
Signed: 8/18/2022 2:30:09 PM
Signature Adoption: Pre-selected Style
Using IP Address: 47.24.6.135
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Garima Thacker
garima.thacker@emburse.com
Sr. Contracts Manager
Emburse
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:
Accepted: 8/1 8/2022 3:27:33 PMID: bc7a3d87-e6042ld7a-beba-6dOfcf37931 0
Completed Sent: 8/19/2022 3:10:57 PM
Viewed: 8/1 9/2022 3:16:12 PM
Signed: 8/1 9/2022 3:18:36 PMUsing IP Address: 76.176.73.17
Signer Events
Nord Samuelson
nord.samuelson@emburse.com
President
Emburse
Security Level: Email, Account Authentication(None)
Signature Timestamp
Sent: 8/18/2022 3:29:38 PM
Resent: 8/19/2022 3:18:39 PM
Viewed : 8/18/2022 3:50:18 PM
Signed: 8/19/2022 4:09:11 PM
'DocuSiglnd byEE Abd Smw£Sah
,57CFB488CB064CE
Signature Adoption: Pre-selected Style
Using IP Address: 73.238.203.46
Electronic Record and Signature Disclosure:Accepted: 8/1 8/2022 3:50:18 PMID: f2fb1741-dc88210e5-833e-3f9cf1 50051 a
Leisha Meine
Leisha.Meine@cityofdenton.com
Chief Technology Officer
City of Denton
Security Level: Email, Account Authentication(None)
Sent: 8/19/2022 4:09:15 PM
Viewed: 8/22/2022 11:03:47 AM
Signed: 8/22/2022 11 :06:09 AM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:Not Offered via DocuSign
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 DocuS ign
Completed Sent: 8/22/2022 11 :06:14 AM
Viewed : 9/21/2022 7:12:00 AM
Signed: 9/21/2022 7:12:40 AMUsing IP Address: 198.49.140.104
Sara Hensley
sara.hensley@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication(None)
Sent: 9/21/2022 7:12:48 AM
Viewed: 9/21/2022 7:42:56 AM
Signed: 9/21/2022 7:43:05 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)
Sent: 9/21/2022 7:43:10 AM
Viewed : 9/21/2022 8:46:03 AM
Signed: 9/21/2022 8:46:20 AM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:
Accepted: 9/21/2022 8:46:03 AMID: febdda19-C)9b2-4f8a-a943-79bb005bc6f0
In Person Signer Events Signature
Status
Timestamp
Editor Delivery Events Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status
Status
Timestamp
Certified Delivery Events Timestamp
Carbon Copy Events
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
Status Timestamp
Sent: 8/1 8/2022 12:58:03 PM
Garima Thacker
garima.thacker@emburse.com
Sr. Contracts Manager
Emburse
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:Accepted: 8/1 8/2022 3:27:33 PMID: bc7a3d87-e604-4d7a-beba-6dOfcf37931 0
Sent: 8/18/2022 3:29:41 PM
Viewed: 8/1 8/2022 5:33:35 PM
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
Sent: 8/22/2022 11 :06:13 AM
Viewed: 8/22/2022 12:57:31 PM
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sent: 9/21/2022 8:46:25 AM
Viewed: 9/21/2022 9:41 :00 AM
Chris Moar
Christopher.Moar@cityofdenton.com
Compliance Officer
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:Accepted: 8/1 2/2022 10:18:45 AMID: 729188cd-973a-4ece-aa97-f66056c59436
Sent: 9/21/2022 8:46:28 AM
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
8/1 8/2022 12:55:41 PM
9/21/2022 8:46:03 AM
9/21/2022 8:46:20 AM
9/21/2022 8:46:28 AM
Envelope Sent
Certified Delivered
Hashed/Encrypted
Security Checked
Security Checked
Security Checked
Signing Complete
Completed
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: Garima Thacker, Nord Samuelson, Rosa Rios, Garima Thacker, Chris Moar
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