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22-2315
ORDINANCE NO. 22-2315 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPALCORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH STARBOARD CONSULTING, LLC, FOR HOSTING, IMPLEMENTING, AND INTEGRATINGMAXIMO SOFTWARE SUITE FOR UTILITIES (MSSU) FOR DENTON MUNICIPALELECTRIC (DME); PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; ANDPROVIDING AN EFFECTIVE DATE (RFP 7817 - AWARDED TO STARBOARDCONSULTING, LLC, FOR ONE ( 1) YEAR, WITH THE OPTION FOR FOUR (4) ADDITIONALONE (1) YEAR EXTENSIONS, IN THE TOTAL FIVE (5) YEAR NOT-TO-EXCEED AMOUNT OF $3,300,000.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals for hosting, implementing, and integrating Maximo Software Suite for Utilities (MSSU) for Denton Municipal Electric (DME); and WHEREAS, the City Manager, or a designated employee, has received, reviewed, and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and 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 7817 Starboard Consulting, LLC 83,300,000.00 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 City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by &tar\ %bk and seconded by J&Se hIM b . This ordi) y the following vote n - a Aye IZIZ JC P/ IZKIZ Nay Abstain Absent Mayor Gerard Hudspeth:Vicki Byrd, District 1 : Brian Beck, District 2:Jesse Davis, District 3 : Alison Maguire, District 4:Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6: PASSED AND APPROVED this the L 5+ day of RfA yerohp . 2022 MAYOR ATTEST: ROSA RIOS, CITY SECRETARY t\\\\\\LIII II APPROVED AS TO LEGAL FORM:MACK REINWAND, CITY ATTORNEY Digitally signed by Marcel laLunn DN: cn=Marcella Lunn, o,I denton.com. c=US Date: 2022.10.13 16:00:39 -05'OO' JrWR, IF=S!,:, SIn,t::„@,ity,f\xtuaql£\ DocuSign Envelope ID: 13D49C21-46A6-4EF2-9BFl-84B38F940138 DENTON Docusign City Council Transmittal Coversheet 7817 WORKFLOW-DESIGN SYSTEM r\r r File Name PurchasingContact Chrlsta Chrjstlan City Council Target Date NOVEMBER 15’ 2022 Piggy Back Option Contract Expiration Ordinance Yes NOVEMBER 15, 2027 22-2315 DocuSign Envelope ID: 13D49C21-46A6dIEF2-9BFl-84B38F940138 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND STARBOARD CONSULTING, LLC (CONTRACT 7817) THIS CONTRACT is made and entered into this date 11/15/zuzz , by and between Starboard Consulting, LLC a Florida Limited Liability Company, whose address is 2170 West State Road 434, Suite 496, Longwood, FL 32779 hereinafter referred to as"Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide products and/or services in accordance with the City’s document RFP 7817 – Workflow-Design System 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 7817 (Exhibit “B” on File at the Office of the Purchasing Agent);City of Denton Standard Terms and Conditions (Exhibit “C”); Insurance Requirements (Exhibit “D”); Certificate of Interested Parties Electronic Filing (Exhibit "E"); Contractor’s Proposal (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 connict 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 containsa 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 vertPcation to the City that Contractor: (1) does notboycott 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 # 7817 DocuSign Envelope ID: 13D49C2146A64EF2-9BFl-84B38F9401 38 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 “companyshall 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 vert$cation tothe City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the agreement. Failure to meet or maintain the requirements under thisprovision will be considered a material breach. Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm TradeAssociations Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City isprohibited 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 trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have themeanings 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 thatContractor: (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 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 certiftes 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 becomeineligible 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 considereda 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 fbture, (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, orother designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is 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. Contract # 7817 DocuSign Envelope ID: 13D49C2146A64EF2-9BF144B38F94C)138 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. ONSULTING 1295 CERTIFICATE NUMBER kM I: 'MBY bIA'rj CITY BY: Printed Name: Karen A. Buck Title: Executive Director ATTEST: ROSA RIOS, CITY SECRETARY407-622- 6414 PHONE NUMBER ’DocuSlgned bF BY: R kbuck@starboard- consulting.com_APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEYEMAIL ADDRESS 2022- 935186 TEXAS ETHICS COMMISSION THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED as to financial and operational obligationsand business terms. Antonlo Puente PRINTED NAME DME Genera1 Manager TITLE E1 ect ric DEPARTMENT Contract # 78 17 DocuSign Envelope ID: 13D49C21-46A64EF2-9BF144B38F940138 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $3,300,000, for hosting, implementing, and integrating Maximo Application Suite . 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 per unit bid price during the first year of the contract. Individual purchaseorders will be issued on an as needed basis. 3. Contract Terms The contract term will be one (1) year, effective from date of award or notice to proceed as determined by the City of Denton Purchasing Department. The City and Supplier shall have the option to renew this contract for an additional four (4) one-year periods, in a total of five (5) years. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 4. Price Escalation and De-escalation On Supplier’s request in the form stated herein, the City will implement an escalation/de- escalation price adjustment annually based on these special terms. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Consumer Price Index (CPI) or the manufacturer published pricing list. The maximum escalation will not exceed +1- 8% for any individual year. The escalation will be determined annually at the renewal date. The price will be increased or decreased based upon the annual percentage change in the PPI or the percentage change in the manufacturer’s price list. Should the PPI or manufacturer price list change exceed a minimum threshold value of +/- 1 %, then the stated eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. Request must be submitted in writing with supporting evidence for need of such increase to thePurchasing 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, thenit will be assumed that the current contract price will be in effect.Contract # 78 17 DocuSign Envelope ID: 13D49C2146A64EF2-9BF144B38F940138 Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre-price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitationnumber. The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. Reserved Contract # 7817 DocuSign Envelope ID: 13D49C2146A64EF2-9BFl-84B38F940138 Exhibit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton’s contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City’s Procurement Department and the Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City’s premises or on public rights-of-way. 1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide alldeliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showingthe description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City’s count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender ofdeliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. Contract # 78 17 DocuSign Envelope ID: 13D49C2146A64EF2-9BFl-84B38F940138 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor’s price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the deliverables at the Contractor’s, or the Contractor’s Subcontractor’s, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must nIlly comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, theContractor may notify the City of the intention to cure and may then make a conforming tenderwithin the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City’s service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor’s obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City’s facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope ofdelivering goods or services under a City of Denton contract or on the City’s property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. Contract # 78 17 DocuSign Envelope ID: 13D49C21'+6A64EF2-9BFl-84B38F940138 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 1986 and 1990 regarding employment verificationand retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform 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 from the breach of the Contractor’s obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 ef seq ) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 ef seq ). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or deliveryorder number and the master agreement number if applicable, the Department’s Name, and the name of the point of contact for the Department. Invoices shall be itemized including Licensing, Cloud Managed Services, hourly labor charges, expenses, applicable retainage amounts 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 exactlymatch the information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor’s invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverablesorder number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoicedamount The City will fbrnish a tax exemption certificate upon request. Contract # 78 17 DocuSign Envelope ID: 13D49C2146A64EF2-9BF144B38F940138 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 receivedin Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaidbalance 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 afterthe grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery D. The City may withhold or set off the entire payment or part of any payment otherwise due theContractor to such extent as may be necessary on account of i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of suchclaims9 iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City’s agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor’s obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with allrequired attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the ContractDocuments 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. The city will withhold five (5) percent of monthly invoices (“Retainage”), with the exception of Licensing and Cloud Services. Retainage amounts will be released to Contractor upon successful completion of the task or milestone activities, once accepted by City. Contractor shall request release ofRetainage amounts, if any, on the monthly invoice provided to the City. G. 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. H. 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 amountinsufficient 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. Contract # 7817 DocuSign Envelope ID: 13D49C2146A6J+EF2-9BFl-84B38F940138 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. Within 60 days of completion of the final milestone activity and acceptance by the City, all remaining Retainage will be paid to Contractor. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: if the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available,within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records pertaining to the contract will be made available electronically within a reasonable agreed upon time for audit purposes. . 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 the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to Contract # 78 17 DocuSign Envelope ID: 13D49C21-46A64EF2-9BF144B38F940138 include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar dayof each month B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with theterms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from fbrther subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City.C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor exceptas 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 Contract # 7817 DocuSign Envelope ID: 13D49C2146A6-+EF2-9BFl-84B38F940138 Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY – TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the Cityharmless from and against all adverse title claims to the deliverables. 21. WARRANTY – DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship ormanufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the City’s optionand at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City’s rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty to the City. If for any reason the manufacturer’s warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer’s warranty for the benefit of the City. 22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. 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 Contract # 7817 DocuSign Envelope ID: 13D49C2146A64EF2-9BFl-84B38F940138 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, provided that if during the warranty period, one or more of the above warranties are breached, an evaluation will occur to determine the cause of the issue. If the issue is found to be a result of Starboard’s configuration or integration of Maximo for the project, the issue will be immediately logged with Starboard as a problem ticket. Starboard will then take responsibility for correcting the issue in a timely manner. If the issue is found to be a result of IBM's software or Managed Services hosting, Starboard will assist the City in logging a defect with IBM. Starboard will not be responsible for any cost or project delays associated with IBM defects. If necessary, a project Change Order will be created to address changes concerning installations of IBM fixes, creation of work-around processes, or development of a City-specific solution to an IBM defect. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City’s rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. 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. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: if, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City’s evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refUnded to the City by the Contractor. 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 Contract # 7817 DocuSign Envelope ID: 13D49C21-46A6'+EF2-9BFl-84B38F940138 27. TERMINATION FOR CAUSE: in the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided bylaw 28.. TERMINATION FOR NON-APPROPRIATION: Seller acknowledges and agrees that the awarding or continuation of this Contract is dependent upon the availability of funding. The City’s payment obligations are payable only and solely from funds appropriated and available for thisContract. 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 Respondent. The Buyer will not incur a debt or obligation to pay Seller any amounts the Buyer does not have the current funds available to pay. 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 theContract 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. TheContractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. 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 Contract # 78 17 DocuSign Envelope ID: 13D49C2146A64EF2-9BFl-84B38F940138 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’ssubcontractors, and third parties), ii. ’'Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposedstrict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY),INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS,EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALLINDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO,CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR. ORTHE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THEPERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THECONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OFTHE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THERIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BELIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton.The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods,and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification 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 shallnot 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 Contract # 7817 DocuSign Envelope ID: 13D49C21-46A6-4EF2-9BFl-84B38F940138 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 naming the City as additional insured, waivers, and notices ofcancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department901B Texas Street Denton, Texas 76209 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage.ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law 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 changesin statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall bedisclosed on the Certificate of Insurance xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ writtennotice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s specified in within the solicitation and requirements 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 which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to Contract # 78 17 DocuSign Envelope ID: 13D49C2146A64EF2-9BF144B38F940138 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 contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractoragrees 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 ofContractor. 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 Information Contract # 78 17 DocuSign Envelope ID: 13D49C2146A64EF2-9BFl-84B38F940138 in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City’s sole or joint ownership of any such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made- for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contractwith respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. Contract # 78 17 DocuSign Envelope ID: 13D49C2146A64EF2-9BFl-84B38F940138 When material not originally developed is included in a report in any form, the source shall beidentified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understandingfor commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any 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 of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. Contract # 7817 DocuSign Envelope ID: 13D49C2146A6-+EF2-9BFl-84B38F940138 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries tothe Contract The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an 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 byboth parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of theContract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by 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 authorityregarding 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 Contract # 78 17 DocuSign Envelope ID: 13D49C2146A64EF2-9BF144B38F940138 parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them orotherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V. T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) Martin Luther King, Jr. Day Memorial DayJuneteenth Independence Day Labor Day Veterans Day Thanksgiving Friday After Thanksgiving Christmas Eve (observed)Christmas Day (observed Contract # 7817 DocuSign Envelope ID: 13D49C2146A6-4EF2-9BFl-84B38F940138 If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debaned 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 Rom 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, Contract # 78 17 DocuSign Envelope ID: 13D49C21-46A6-4EF2-9BF144B38F940138 and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation .entitled "Buy American 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.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance 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 with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent’s omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 Contract # 78 17 DocuSign Envelope ID: 13D49C21-46A64EF2-9BFl-84B38F940138 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued 63. RESPONDENT LIABILITY FOR 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 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 Contract # 78 17 DocuSign Envelope ID: 13D49C2146A64EF2-9BF144B38F940138 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 Contract # 7817 DocuSign Envelope ID: 13D49C2146A6dIEF2-9BFl-84B38F940138 Exhibit DINSURANCE REQUIREMENTS ANDWORKERS’ COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the 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 that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements 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 e 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. Liability policies shall be endorsed to provide the following:• • Name as Additional Insured the City of Denton, its Officials, Agents, Employeesand volunteers. •That such insurance is primary to any other insurance available to the AdditionalInsured with respect to claims covered under the policy and that this insuranceapplies separately to each insured against whom claim is made or suit is brought.The inclusion of more than one insured shall not operate to increase the insurer'slimit of liability. • Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents,employees, and volunteers. • Cancellation: City requires 30 day written notice should any of the policiesdescribed on the certificate be cancelled or materially changed before theexpiration date. Contract # 7817 DocuSign Envelope ID: 13D49C2146A64EF2-9BFl-84B38F940138 •Should any of the required insurance be provided under a claims made form, Contractorshall maintain such coverage continuously throughout the term of this contract and,without lapse, for a period of three years beyond the contract expiration, such thatoccurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered . • 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 the occurrence 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 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 andumbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: • Coverage A shall include premises, operations, products, and completedoperations, independent contractors, contractual liability covering thiscontract and broad form property damage coverage. • Coverage B shall include personal injury. •Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, productsand completed operations, independent contractors and property damageresulting from explosion, collapse or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability.Contract # 7817 DocuSign Envelope ID: 13D49(,,2146A64EF2-9BFl-84B38F9401 38 [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined SingleLimits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damageliability arising out of the operation, maintenance and use of all automobiles and mobileequipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or• all owned hired and non-owned autos. [X]Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ Compensation insurance which, inaddition 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 ofsubrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, 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’ Compensation Commission (TWCC). []Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of thework under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in theprosecution of the work or Contractor's operations under this contract. Coverage shall beon an “occurrence" basis and the policy shall be issued by the same insurance companythat carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00aggregate []Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to thecontractor or if a contractor leases or rents a portion of a City building. Limits of not lessthan each occurrence are required. []Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services isrequired under this Agreement. Contract # 78 17 DocuSign Envelope ID: 13D49C2146A64EF2-9BF144B38F940138 []Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall beprovided. Such policy shall include as "Named Insured" the City of Denton and allsubcontractors as their interests may appear. []Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by thiscontract . []Riggers Insurance The Contractor shall provide coverage for Rigger’s Liability. Said coverage may beprovided by a Rigger’s Liability endorsement on the existing CGL coverage; through andInstallation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by theCGL coverage []Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outsidethe premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all employees,including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. []Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts andspecific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contractspecifications. Contract # 7817 DocuSign Envelope ID: 13D49C2146A6-4EF2-9BFl-84B38F940138 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 coverage agreement (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 been completed 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 thecontractor has undertaken to perform on the project, regardless of whetherthat person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include,without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services"does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B.The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overageagreements, which meets the statutory requirements of Texas Labor Code,Section 401 .011 (44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end ofthe coverage period, file a new certificate of coverage with the governmentalentity 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 Contract # 78 17 DocuSign Envelope ID: 13D49C2146A64EF2-9BFl-84B38F940138 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 of the 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 mail or 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. 1.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 the statutory requirements of Texas Labor Code, Section 401.01 1 (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 durationof 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 theproject; and Contract # 78 17 DocuSign Envelope ID: 13D49C21 dj6A6dIEF2-9BFl-84B38F940138 b. a new certificate of coverage showing extension of coverage, prior to theend of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personaldelivery, 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 be provided to the person for whom they are providing services. J.By signing this contract or providing or causing to be provided a certificate ofcoverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will becovered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes andpayroll 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 or misleading information may subject the contractor to administrative penalties,criminal penalties, civil penalties, or other civil actions. K. The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. Contract # 7817 DocuSign Envelope ID: 13D49C2146A64EF2-9BFl-84B38F940138 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract 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/filinginfo/ 1295/ Register utilizing the tutorial provided by the State Print a copy of the completed Form 1295 Enter the Certificate Number on page 2 of this contract, Complete and sign the Form 1295 Email the form to purchasing@cityofdenton.com with the contract number in the subject line.(EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day afterCouncil award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. Contract # 7817 DocuSign Envelope ID: 13D49C21-t6A6-4EF2-9BFl-84B38F940138 Exhibit F 7817 – Contractor’s Pricing Contract # 78 17 DocuSign Envelope ID: 13D49C2146A64EF2-9BF144B38F940138 DENTON City of Denton Denton Municipal Electric (DME)RFP 7817: Workflow – Design SystemContract Line Item Details August 2022 Submitted byStarboard Consulting, LLC www .starboard-consulting .com DocuSign Envelope ID: 13D49C2146A6J+EF2-9BFl-84B38F94C>138 RFP 7817: Workflow-Desjgn System CONTRACT LINE ITEM DETAILS Line # 1 Annual System Pricin DescriDtion Q LS1 tv 111811in Al rail qt ?f122gUSt 2C 8 2 g 4 5 Licensing for Core System Functionality (Citizen Portal, Employee Portal, Reporting, Workflows, Notifications)Enterprise Licensing Model (Unlimited Users) Licensing for Internal Users (standard capability to create, route, and modify requests) per User Licensing Model 1 Users 100 100 1 s Licensing for View Only Users (view requests and runreports only) per User Licensing Model Maintenance and Support for Integrations and anyAdditional Customization identified in Proposal. Enterprise Licensing Model OR per Concurrent UserLicensing Model. LS LS $0.00 $78,000.00 6 Licensing of external/customer mobile device application (supported app listed and managed in Google and Apple app stores and supported on iOS, Android) EnterpriseLicensing Model OR per Concurrent User LicensingModel 1 L Z e Additional Cost for Internal Use Mobile Application Enterprise Licensing Model OR per Concurrent UserLicensing Model. 1 L Technical Support and Maintenance Cost (to include 24/7 technical support) Enterprise Licensing Model OR perConcurrent User Licensing Model 1 L Project Services 10 11 12 13 14 Project Management services 1 1 1 1 1 LS LS LS LS LS $212,400.00 $655,050.00Implementation and Configuration Services for AssetManagement System Implementation and Configuration Services for ArcFMDesigner XI $61 ,840.00 $0.00Implementation and Configuration Services for WorkflowWorkshop and Workflow Management System Proposed Yearly Training Cost $68,000.00 9mRbe Fs;TlllIHlfafl lansiT I leIF I n 1 ’jIgiT 611 1 ll II IIBPOll kIT 1661 ll 1 Jf aVIn 1 BEn h II unI lass ll 111111 in a val in Ie IIII tV aT /AFI W PIO aar VII HAn 11611 om Inteqration Dnf API wah snrvices fc II II rl+lllflnHI ll 1 IT' rPa II I IfaeR'BIll IIHe INJf(elte _ AlrITlliC)IUJln tS WllrltIT'n e + s&7nTll leto I liTalftviy a rE r)Ill.t(ICl:el,Pall• estimates onlv Kronos e 16 1 LS H-$25,000.oo STh City of Denton DME: Contract Line Item Details 2 DocuSign Envelope ID: 13D49C2146A64EF2-9BFl-84B38F940138 Line #DescriDtio $ 1 1 1 1 1 1 1 1 1 1 1 UIeIM Auaust 2022 17 18 19 20 21 22 23 24 25 26 27 ===••Hl• ===n•Hl• ===n=n ==n=In ll•B•Hn••Hn ===••Hl• ====ll• JD Edwards LS LS LS LS LS LS LS LS LS LS LS -$50,000.00 $59,840.00 -$20,000.00 -$20,000.00 -$20,000.00 -M,000.oo -$75,000.00 --$30,000.00 -$20,000.00 -$25,000.00 -$25,000.00 $59,840.00bRom Esri ArcGIS Smart sheets OMS (Outage Management System) currently Responder Data Warehouse MSSQL on-prem data base Customer Facing Interfaces (Developer Portal) Harris Northstar Clevest Central Square Community Development OSI (Substation/Distribution Scada) ADMS Subtotal for Bid Integrations Subtotal for No-Bid Integrations $1 ,317,264.00Total for All Bid Items Line Item 1 : Annual System Pricing (top-level category) Line Item 2: Licensing for Core System Functionality (Citizen Portal, Employee Portal,Reporting, Workflows, Notifications) Enterprise Licensing Model (Unlimited Users) Starboard Consulting Notes 1. 2. The price quoted is the annual cost of IBM's Cloud Hosting Environment (also known asManaged Services). This pricing is based on a one-year committed term with annual billing. The renewal service term is for 36 months. Renewal term price change will increase 3% at the first renewal period, then every 12 months for the renewal service term. Total three-year pricing is $386,808.00, which includes a price increase of 3% per year. Any changes to the one-year committed term license will have an impact on the pricing. The IBM Cloud Hosting Environment includes a Production and Development environment. The pricing assumes that no more than 50 concurrent users would be either in the Developmentor Production environment at any one time. The pricing includes Maximo Spatial installed on both the Production and Developmentenvironments. The Cloud Hosting costs are based solely upon the information provided in the RFP and our estimate of the environment requirements using IBM’s sizing guidelines. The specific environment sizing and hosting costs DME requires may change as project work progresses. 34 5. 6. 7. . \ I/STRRnOKRD City of Denton DME: Contract Line Item Details 3 DocuSign Envelope ID: 13D49C2146A64EF2-9BFl-84B38F940138 RFP 7817: Workflow-Design System Line Item 3: Licensing for Internal Users (standard capability to create, route, andmodify requests) per User Licensing Model Starboard Consulting Notes 1. 2. The Maximo Application Suite licensing costs based on the information provided in the RFP and our estimate of matching user roles to IBM Licensing Application (App) Points. The specific application points DME requires may change as project work develops. Prior pricing was based on a three-year committed term. This new pricing is based on a one- year committed term with annual billing. The renewal service term is for 36 months. Renewal term price change will increase 3% at the first renewal period, then every 12 months for the renewal service term. The total three-year pricing is $176,155.00. Any changes to the one-year committed term license will have an impact on the pricing. This pricing includes App Points Licensing Points for Maximo Spatial in both Development andProduction environments. 3 4. Line Item 4: Licensing for View Only Users (view requests and run reports only) per User Licensing Model Starboard Consulting Notes 1 2 3. 4. All user licensing costs are included in Bid Line Item 3.IBM Maximo licensing does not require licensing for “Self-Service” Users. Self Service users are defined as those that report problems or “Tickets” in Maximo's Self Service Request Application. Self Service users are also defined as those that receive reports from Maximo via emailing. Line Item 5: Maintenance and Support for Integrations and any AdditionalCustomization identified in Proposal. Enterprise Licensing Model OR per Concurrent User Licensing Model Starboard Consulting Notes 1. This pricing includes two weeks of post go-live support OR 240 hours of post go-live support. 2. This pricing also includes an additional 90 days OR 180 hours of as-needed support. Line Item 6: Licensing of External/Customer Mobile Device Application (supported applisted and managed in Google and Apple app stores and supported on iOS, Android) Enterprise Licensing Model OR per Concurrent User Licensing Model Starboard Consulting Notes 1. All mobile licensing costs are included in bid line item 3. Line Item 7: Additional Cost for Internal Use Mobile Application Enterprise Licensing Model OR per Concurrent User Licensing Model Starboard Consulting Notes: 1. All mobile licensing costs are included in bid line item 3. / \ 1/ .STARBOARD City of Denton DME: Contract Line Item Details 4 DocuSign Envelope ID: 13D49C2146A64EF2-9BFl-84B38F940138 RFP 7817: Workflow-Desjgn System Line Item 8: Technical Support and Maintenance Cost (to include 24/7 technical support) Enterprise Licensing Model OR per Concurrent User Licensing Model Starboard Consulting Notes 1 2 3. Level 1 and Level 2 product technical support is included as part of the licensing cost and is notpriced separately. Software maintenance is obtained through your hosted IBM Managed Services Environment.Reference Starboard’s RFP Response dated December 14, 2021, on page 39, Assumption 8, for additional details on timeliness and responsibility of technical product issues. Line Item 9: Project Services (top-level category) Line Item 10: Project Management Services Starboard Consulting Notes 1 2 3. 4. This pricing includes task, resource, schedule, and budget management.Also included are all status meetings both internal and with the client. Reference Starboard’s RFP Response dated December 14, 2021, on page 38, Assumption 2Band 2C detail the requirement for a dedicated team of personnel from DME – including the IT department – to ensure project success and scheduler adherence.Reference Starboard’s RFP Response dated December 14, 2021, on page 38, Assumption 2D,note that if any project variances are determined by Starboard or requested by DME, a changeorder for adjustment to scope, schedule, or cost will be submitted. Line Item 11: Implementation and Configuration Services for Asset Management System Starboard Consulting Notes 1.The pricing for this bid line item includes the following items:a. Project planning and initiationb. Kickoff c. Discovery Phase tasksd. Maximo Overview e. Business Process workshopsf. Requirement and Design sessions and documentation g. Data migration planning and execution 1 ) Note: Reference Starboard’s RFP Response dated December 14, 2021, on page 38,Assumption 5 details DME’s Data Migration responsibilities. h. All development and configuration efforts outside of integrationsFour (4) medium-complexity BIRT reports j. Spatial setup and configuration with no more than 30 feature classesk. Mobile design and configurations 1. All aspects of system testingm. All go-live activities This bid line includes approximately 16 trips to Denton, TX estimated at $1500.00 per trip for a i 2. total of $24,000. \1/STARBOARD City of Denton DME: Contract Line Item Details 5 DocuSign Envelope ID: 13D49C2146A64EF2-9BFl-84B38F940138 RFP 7817: Workflow-Desjgn System Line Item 12: Implementation and Configuration Services for ArcFM Designer XI Starboard Consulting Notes 1. 2, 3. The pricing for this service includes designing, building, testing, and implementing theintegration with ArcFM Designer XI. The pricing does NOT include any installation, configurations, or licensing for ArcFM Designer DME will provide non-production external system environments for each non-productionMaximo environment that is required (for example: if DME Dev Environment requires an integration to ArcFM Designer XI, a corresponding DME Dev Environment would be required forArcFM Designer XI). DME will need to provide a technical SME for both Esri ArcGIS and ArcFM Designer XIintegrations. Those technical SMEs will be responsible for any changes or modifications neededto these two systems. XI 4. Line Item 13: Implementation and Configuration Services for Workflow Workshop and Workflow Management System Starboard Consulting Notes 1. Starboard will address the implementation and configuration services for Workflow andWorkflow Management as part of our Design and Develop phases, reviewing your workflowprocesses and the needed configurations to support them as part of our business processworkshops and development activities. Line Item 14: Proposed Yearly Training Cost Starboard Consulting Notes 1.The training pricing includes the following items:a. Training planb. End-user training materialsc. Maximo admin training d. Maximo end-user trainingThe above items are all one-time training events. Any additional training beyond this would need to be priced separately.All training will be performed on site at DME facilitiesClass sizes will be limited to 10-12 students per class. DME will provide a training facility with workstations/laptops for each student and an instructor station with projection capability. All students should have access to Maximo to participate inclassroom exercises The production environment will be used for pre go-live training, then Development will berefreshed after go-live for ongoing training, support, and enhancement requests. 2 3 45. 6. \1/ST,IRBOKRD City of Denton DME: Contract Line Item Details DocuSign Envelope ID: 13D49C2146A64EF2-9BF144B38F940138 [:In:iaMIiwm Line Item 15: Estimated Cost for Custom Integration Development (assuming availability of API web services for functionality required) (top-level category) Note: For Line Items 16, 17, and 19 - 27, Starboard is providing budgetary estimates based on our previous 15 years of Maximo integration experience. However, it is important to note thatclient requirements can vary significantly. As the project moves forward into implementation,DME may find other items that are more important to them. Therefore, Starboard wouldrecommend adding a 20% contingency to each of these line items to cover unexpectedrequirements. Line Item 16: Kronos Starboard Consulting Notes 1. 2. 3. 4. 5. The pricing provided is a budgetary estimate based on Starboard’s past integration experience with Human Resource Systems. During the project discovery phase, details on the system integration will begin to be defined – which may impact the budgetary pricing. To enable the integration between Kronos and Maximo, Starboard will only perform work on theMaximo system. DME will perform any integration changes required on the external system (Kronos) andcoordinate with other providers (ex: SMEs) as needed for changes in their systems.DME will be responsible for operations of Kronos. Starboard cannot be responsible for Kronos,including continuous operation of systems during implementation. Line Item 17: JD Edwards Starboard Consulting Notes 1. 2. 3. The pricing provided is a budgetary estimate based on Starboard’s past integration experience with Enterprise Financial Systems. During the project discovery phase, details on the system integration will begin to be defined – which may impact the budgetary pricing. The budgetary estimate assumes a. Maximo will be used for Asset Maintenance Inventory and Purchasing (Purchase Requisitions and Purchase Orders) b. Vendor and General Ledger information will be maintained in JD Edwards. c. This will require a 2-way integration with integration points 1) Data from JD Edwards to Maximo (Vendors, GL Accounts) 2) Transactional data from Maximo to JD Edwards (Purchase Requisitions) 3) Transactional data from Maximo to JD Edwards (Purchase Orders) To enable the integration between JD Edwards and Maximo, Starboard will only perform workon the Maximo system. DME will perform any integration changes required on the external system (JD Edwards) and coordinate with other providers (ex: SMEs) as needed for changes in their systems. DME will be responsible for operations of JD Edwards. Starboard cannot be responsible for JD Edwards, including continuous operation of systems during implementation. 4. 5. 6. \ 1 /STARBOARD City of Denton DME: Contract Line Item Details 7 DocuSign Envelope ID: 13D49C2146A6-+EF2-9BFl-84B38F940138 [::HiIM:iwm Line Item 18: Esri ArcGIS Starboard Consulting Notes 1. 2 3. 4 5. 6. The pricing for this service includes designing, building, testing, and implementing the integration with Esri ArcGIS.The pricing does NOT include any installation, configurations, or licensing for Esri ArcGIS. To enable the integration between Esri ArcGIS and Maximo, Starboard will only perform workon the Maximo system. DME will perform any integration changes required on the external system (Esri ArcGIS) and coordinate with other providers (ex: SMEs) as needed for changes in their systems. DME will be responsible for operations of Esri ArcGIS. Starboard cannot be responsible for Esri ArcGIS, including continuous operation of systems during implementation. DME is currently using Esri 10.7.1, which is a supported Maximo Spatial version at the time of this proposal. It is the responsibility of DME to maintain currency of the Esri platform for use with Maximo Spatial. Line Item 19: Smartsheets Starboard Consulting Notes 1. 2. 3. The pricing provided is a budgetary estimate based on Starboard's past integration experience with Project Software Systems. During the project discovery phase, details on the system integration will begin to be defined –which may impact the budgetary pricing. The budgetary estimate assumes a. An API is available from Smartsheets for the integration. b. A two-way integration will be built. (Maximo work order data will be pushed to Smartsheets, and Smartsheets will bring in updated work order dates to Maximo.) To enable the integration between Smartsheets and Maximo, Starboard will only perform workon the Maximo system. DME will perform any integration changes required on the external system (Smartsheets) and coordinate with other providers (ex: SMEs) as needed for changes in their systems.DME will be responsible for operations of Smartsheets. Starboard cannot be responsible for Smartsheets, including continuous operation of systems during implementation. 4. 5. 6. Line Item 20: OMS (Outage Management System) currently Responder Starboard Consulting Notes 1. 2. 3. The pricing provided is a budgetary estimate based on Starboard’s past integration experiencewith OMS Systems. During the project discovery phase, details on the system integration will begin to be defined, which may impact the budgetary pricing.The budgetary estimate assumes: a. An API is available from the OMS System for the integration. b. A two-way integration will be built. (OMS will send information on a reported outage to Maximo to create a work order, and Maximo will push updated work order information toOMS.) / \ I /STARBOARD City of Denton DME: Contract Line Item Details 8 DocuSign Envelope ID: 13D49C21 dj6A6zIEF2-9BFl-84B38F940138 RFP 7817: Workflow-Design System 4. 5. 6. To enable the integration between C)MS and Maximo, Starboard will only perform work on theMaximo system. DME will perform any integration changes required on the external system (OMS) and coordinate with other providers (ex: SMEs) as needed for changes in their systems.DME will be responsible for operations of OMS. Starboard cannot be responsible for OMS, including continuous operation of systems during implementation. Line Item 21 : Data Warehouse MSSQL On-Prem Database Starboard Consulting Notes 1. 2. 3. The pricing provided is a budgetary estimate based on Starboard’s past integration experiencewith enabling integrations to external databases. During the project discovery phase, details on the database integration will begin to be defined, which may impact the budgetary pricing. The budgetary estimate assumes the separate Maximo production report database instance proposed in Denton’s IBM Hosted Managed Services environment will be used for thisintegration. Key items on this are:a. The database is an IBM DB2 database b. The Maximo IBM DB2 database is read-only.c. Data cannot be imported into this cloud-hosted environment from the 'back-end’d. The integration assumption assumes1 ) The on-prem MSSQL database will be populated with data from the hosted Maximo IBMDB2 database OR 2) Reports will be created combining data from the hosted Maximo IBM DB2 database and the on-prem MSSQL database. To enable the integration between the on-prem MSSQL database and the hosted Maximo IBM DB2 database, Starboard will only perform work on the Maximo system DME will perform any connection or configuration changes required on the on-prem MSSQL database and coordinate with other providers (ex: SMEs) as needed for changes in their systems DME will be responsible for operations of the on-prem MSSQL database. Starboard cannot be responsible for this database, including continuous operation of systems during implementation. 4. 5 6. Line Item 22: Customer Facing Interfaces (Developer Portal) Starboard Consulting Notes 1 2. 3. The pricing provided is a budgetary estimate based on Starboard’s past integration experiencewith Developer/Builder Portals. During the project discovery phase, details on the database integration will begin to be defined,which may impact the budgetary pricing. The estimate assumes that Starboard will not build a separate Customer Facing Website and/or Portal. The budgetary estimate assumes that either a. DME will utilize a Maximo configured application for the Developer/Builder Portal. b. OR an existing DME established portal will be used.1 ) if an existing DME established portal is used, an API is available for the integration.If an external Developer portal is used, a. Starboard will only perform work on the Maximo system. 4. STARBOARD\1/City of Denton DME: Contract Line Item Details 9 DocuSign Envelope ID: 13D49C2146A6-4EF2-9BFl-84B38F940138 [:In:IM:MBm b. C. DME will perform any connection or configuration changes required on the separateDeveloper Portal and coordinate with other providers (ex: SMEs) as needed for changes intheir systems. DME will be responsible for operations of the Developer Portal. Starboard cannot beresponsible for this portal, including continuous operation of systems during implementation. Line Item 23: Harris Northstar (CIS) Starboard Consulting Notes 1. 2. 3. 4. 5. The pricing provided is a budgetary estimate based on Starboard’s past integration experience with CIS (Customer Information Systems) During the project discovery phase, details on the system integration will begin to be defined, which may impact the budgetary pricing. To enable the integration between Harris Northstar and Maximo, Starboard will only performwork on the Maximo system. DME will perform any integration changes required on the external system (Harris Northstar)and coordinate with other providers (ex: SMEs) as needed for changes in their systems.DME will be responsible for operations of Harris Northstar. Starboard cannot be responsible forHarris Northstar, including continuous operation of systems during implementation. Line Item 24: Clevest Starboard Consulting Notes 1. 2. The pricing provided is a budgetary estimate based on Starboard’s past integration experiencewith Clevest During the project discovery phase, details on the system integration will begin to be defined, which may impact the budgetary pricing. a. Starboard is initially assuming the DME will use Clevest for Field Service Mobile workincluding meter replacements and/or meter readings. To enable the integration between Ctevest and Maximo, Starboard will only perform work on theMaximo system.DME will perform any integration changes required on the external system (Clevest) and coordinate with other providers (ex: SMEs) as needed for changes in their systems.DME will be responsible for operations of Clevest. Starboard cannot be responsible for Clevest,including continuous operation of systems during implementation. 3 4. 5. Line Item 25: Central Square Community Development Starboard Consulting Notes 1 2.The pricing provided is a budgetary estimate based on Starboard’s past integration experience. During the project discovery phase, details on the system integration will begin to be defined,which may impact the budgetary pricing. a. Starboard is initially assuming DME will Integrate Maximo’s Work Order data with CentralSquare Community Developer. From Starboard’s initial research on the Central Square platform, it was not immediately evident that the cloud-based system offers an API or established interface protocol. The best method of data integration will need to be established, which may include flat file data extracts from either or both systems. 3. / \ 1 /ST£RBO;UtD City of Denton DME: Contract Line Item Details 10 DocuSign Envelope ID: 13D49C2146A64EF2-9BF144B38F940138 RFP 7817: Workflow-Design System 4. 5. 6 To enable the integration between Central Square Community Development and Maximo, Starboard will only perform work on the Maximo system.DME will perform any integration changes required on the external system (Central Square Community Development) and coordinate with other providers (ex: SMEs) as needed for changes in their systems. DME will be responsible for operations of Central Square Community Development. Starboard cannot be responsible for Central Square Community Development, including continuous operation of systems during implementation. Line Item 26: OSI (Substation/Distribution Scada) Starboard Consulting Notes 1. 2. 3. 4. 5. The pricing provided is a budgetary estimate based on Starboard’s past integration experiencewith numerous Scada Systems.During the project discovery phase, details on the system integration will begin to be defined, which may impact the budgetary pricing.To enable the integration between OSI and Maximo, Starboard will only perform work on theMaximo system. DME will perform any integration changes required on the external system (OSI) and coordinate with other providers (ex: SMEs) as needed for changes in their systems.DIVE will be responsible for operations of OSI. Starboard cannot be responsible for OSI,including continuous operation of systems during implementation. Line Item 27: ADMIS Starboard Consulting Notes 12. 3. 4 5. 6. This budgetary estimate assumes ADMS is a Document Management System.The pricing provided is a budgetary estimate based on Starboard’s past integration experiencewith numerous Document Management systems.During the project discovery phase, details on the system integration will begin to be defined, which may impact the budgetary pricing.To enable the integration between ADMS and Maximo, Starboard will only perform work on theMaximo system. DME will perform any integration changes required on the external system (ADMS) and coordinate with other providers (ex: SMEs) as needed for changes in their systems.DME will be responsible for operations of ADMS Starboard cannot be responsible for ADMS,including continuous operation of systems during implementation. STARBOARD\1/City of Denton DME: Contract Line Item Details 11 DocuSign Envelope ID: 13D49C21 d16A6-4EF2-9BFl-84B38F940138 Exhibit G CONFLICT OF INTEREST QUESTIONNAIRE - For vendor or other person doing business with local governmental entit't lges made to the law iegular SessiM FORM CIQ This questionnaire is being filed in accordance with Chapter 1 76, Local Government Code, by a vendor who has a business relationship as definedby Section 176.001(1-a) with a local governmental enttty and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after thedate the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is amisdemeanor. r may. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you fIle an updated completed questionnaire with the appropriate filing authority not later than the 781 business day 1 after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) I A 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 government 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. Tbis section, (item 3 including subpans 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 additionqtpa©s to this Form CIO as nFwssPry. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendLeJeiving or likely to receihdble 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? Yes No C. Is the filer pflht} questionnaire employecjByq corporation or other business entity with respect to which the local government officer serves as an officeror director,kh4lds an ownership of onelpere4nt or more? Yes No D.Describe each employment or business and family relationship with the local government officer named in this section n 4 5 I have no Conflict of Interest to disclose. Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: 13D49C2146A64EF2-9BFl-84B38F940138- ' Al-rACHMENT G CONFLICT OF INTEREST QUESTIONNAIRE For vendor or other Person doing business with local governmental entit' This questionnaire reflects changes made to the law by H.B. 23, 84egular 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 thdate the vendor becomes aware of facts that require the statement to be filed . See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is amisdemeanor.a mtv. STARBOARD CONSULTING, LLC 2 a Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) d 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 government 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 be completed 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?E Yes a No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity?D Yes E No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more?n Yes D No D.Describe each employment or business and family relationship with the local government officer named in this section 4 5 LJ I have no Conflict of Interest to disclose. 'DocuSigned by: km& d. hA,k S 9/19/2022 with the governmental entity Date DocuSign Envelope ID: 13D49C21-46A6-4EF2-9BFl-84B38F940 138 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity Acomplete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG 1 76.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 ofthe 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 localgovernmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) apurchase 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) Alocal 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 $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the valdoc (B) has given to the local government 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 governmental entity is considering entering into a contract with the vendor. Local Government Code $ 176.006{a) and {a-1) (a) A vendor shall file a completed conflict of interest questionnain 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 member ofthe officer, describedby Section 176.003(a)(2)(A) (2) has given a local govemment officer of that local govemmental entity, or a family member of the officer, one or more gifts with theaggregate 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 govemmental 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 governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local govemmental 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 govemment cHeer. City of Denton Ethics Code Ordinance Number 18-757 Definitions Relative: a family member related to a City Official within the third 3“1 degree of affinity (marriage) or consanguinity fblood or adoption) Cibr 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 Commission 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 rightnf-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 Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gift' cumulatively valued at more than two hundred dollars (8200.00) 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 DocuSign Certificate Of Completion Envelope Id: 13D49C2146A64EF29BF184B38F940138 Subject: Please DocuSign: City Council Contract 7817 - Workflow - Design Software Status: Completed Source Envelope: Document Pages: 49 Certificate Pages: 6 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Signatures: 6 Initials: 1 Envelope Originator: Christa Christian 901 B Texas Street Denton, TX 76209 Christa.Christian@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 9/1 5/2022 3:25:48 PM Holder: Christa Christian Christa.Christian@cityofdenton.com Location: DocuSign Signer Events Christa Christian christa.christian@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: 9/15/2022 3:29:30 PM Viewed: 9/1 5/2022 3:29:53 PM Signed: 9/1 5/2022 3:33:49 PM Completed Using IP Address: 198.49.140.10 Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 9/15/2022 3:33:53 PM Viewed: 9/1 6/2022 4:11 :29 PM Signed: 9/1 6/2022 4:12:00 PM Signature Adoption: Pre-selected Style Using IP Address: 174.210.166.139 Signed using mobile 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) DoaBIWdbF IMAWLtht+h&b .48070831B4AA438 Sent: 9/16/2022 4:12:05 PM Viewed: 9/1 9/2022 2:07:50 PM Signed: 9/1 9/2022 2:09:42 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Karen A. Buck kbuck@starboard-consulting.com Executive Director Starboard Consulting, LLC Security Level: Email, Account Authentication (None) 'DocuSlgrnd brI LanKa. bACk '48D6DAB572004F8. Sent: 9/1 9/2022 2:09:46 PM Viewed: 9/1 9/2022 2:37:32 PM Signed: 9/1 9/2022 2:42:39 PM Signature Adoption: Pre-selected Style Using IP Address: 50.88.2.106 Electronic Record and Signature Disclosure:Accepted: 9/1 9/2022 2:37:32 PMID: 2ef3bef3<151b4136-9bfc-ba5d08416f79 Signer Events Antonio Puente Antonio.Puente@cityofdenton.com DME General Manager Security Level: Email, Account Authentication(None) Signature DocuSlgned bF hI&bio Putatt E37609&4C2BF4B5.rd Timestamp Sent: 9/19/2022 2:42:44 PM Viewed: 9/19/2022 2:54:31 PM Signed: 9/19/2022 3:29:28 PM Signature Adoption: Pre-selected Style Using IP Address: 47.184.71.41 Electronic Record and Signature Disclosure:Accepted: 9/19/2022 2:54:31 PMID: 4a9d1 334-8313-1041 -bdeb-6217ab9dfa58 Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Completed Sent: 9/19/2022 3:29:33 PM Viewed: 11/16/2022 9:26:25 AM Signed: 11/16/2022 9:26:44 AMUsing IP Address: 198.49.140.10 Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication(None) 'DocuSlgned bVI SMA H++tV .52360B296270423 Sent: 11/1 6/2022 9:26:49 AM Viewed: 11/16/2022 9:27:17 AM Signed: 11/16/2022 9:27:32 AM Signature Adoption: Pre-selected Style Using IP Address: 107.77.198.132 Signed using mobile Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication(None) Sent: 11/1 6/2022 9:27:37 AM Viewed: 11/16/2022 4:38:11 PM Signed: 11/16/2022 4:38:26 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 11/16/2022 4:38:11 PMID: 295cd9b1 -7e96-46f4-b6dc<40a8b71ef04 In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Status 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 Timestamp Sent: 9/15/2022 3:33:52 PM Carbon Copy Events Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Status Timestamp Sent: 9/19/2022 3:29:33 PM Viewed: 10/12/2022 10:57:21 AM City Secretary OfFice citysecretary@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 11/1 6/2022 4:38:32 PM Viewed: 11/1 7/2022 9:59:34 AM Randall A. Key randy.key@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Accepted: 11/10/2022 11 :22:28 AMID: d4a4a8da-2d4b4232-8348-1 b2f54b751e4 Sent: 11/1 6/2022 4:38:35 PM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope SentCertified Delivered Signing Complete Completed Status Timestamps 9/1 5/2022 3:29:30 PM 11/16/2022 4:38:11 PM 11/1 6/2022 4:38:26 PM 11/16/2022 4:38:35 PM Hashed/Encrypted Security Checked Security Checked Security Checked Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Karen A. Buck, Antonio Puente, Rosa Rios, Randall A. Key ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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