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23-1523FILE REFERENCE FORM HsE X Additional File Exists Additional File Contains Records Not Public, According to the Public Records Act Other FILE(S)Date Initials aD - iSG ORDNANCE NO. 23-1523 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPALCORPORATION. AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH MICROSOFT CORPORATION, THROUGH THE DEPARTMENT OF INFORMATION RESOURCES (DIR) COOPERATIVE PURCHASING NETWORK CONTRACT NO. DIR-CPO-4911, FOR THE PURCHASE OF MICROSOFT UNIFIED SUPPORT FOR THETECHNOLOGY SERVICES DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 8286 – AWARDEDTO MICROSOFT CORPORATION, IN THE FIVE (5) YEAR NOT-TO-EXCEED AMOUNT OF $650,000.00). WHEREAS, pursuant to Ordinance 20-196, the Department of Information Resources has solicited, received, and tabulated competitive bids for the purchase of necessary materials, equipment, supplies, or services in accordance with the procedures of state law and city ordinances; and WHEREAS, the City Manager, or a designated employee, has reviewed and recommended that the herein described materials, equipment, supplies or services can be purchased by the City through the State of Texas Department of Information Services Go Direct Program at less cost than the City would expend if bidding these items individually; and WHEREAS, this procurement was undertaken as part of the City’s govermnental function; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and acceptedherein; NOW, THEREFORE, THE COUNCL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The numbered items in the following numbered purchase order for materials, equipment, supplies, or services, shown in the "File Number" listed hereon, and on file in the office of the Purchasing Agent, are hereby approved: FILE NUMBER VENDOR AMOUNT 8286 Microsoft Corporation $650,000.00 SECTION 2. By the acceptance and approval of the above numbered items set forth in the referenced file number, the City accepts the offer of the persons submitting the bids to the State of Texas Department of Information Services Go Direct Program for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, conditions, specifications, standards, quantities, and for the specified sums contained in the bid documents, and related documents filed with the State of Texas Department of Information Services Go Direct Program, and the purchase orders issued by the City. SECTION 3. Should the City and persons submitting approved and accepted items set forth in the referenced file number wish to enter into a formal written agreement as a result of the City’s ratification of bids awarded by the State of Texas Department of Information Services Go Direct Program, 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, and standards contained in the Proposal submitted to the State of Texas Department of Information Services Go Direct Program, and related documents herein approved and accepted. SECTION 4. By the acceptance and approval ofthe above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 5. This ordinance shall become effective immediately upon its passage and approval. second=h:,"“'h=\”mJF+'!:/~:"’”'' "” T’t,b:„ I=:,:„p=[, ,„ ,,,„„;::the following vote U -Z : Ayea J 1/ /J \/a Nay Abstain Absent Mayor Gerard Hudspeth: Vicki Byrd, District 1 : Brian Beck, District 2: Paul Meltzer, District 3 : Joe Holland. District 4: Brandon Chase McGee, At Large Place 5 : Chris Watts, At Large Place 6: PASSED AND APPROVED thi, th, I StR d,y ,f A , S,bI ' 2023. GERARD HUDSPETH, MAYOR ATTEST: JESUS SALAZAR, CITY SECRETARY APPROVED AS TO LEGAL FORMMACK REINWAND, CITY ATTORNEY Digitally signed by MarcellaLunn DN: cn=Marcella Lunn, o, JMHrnin@dtyofde– -Mon.com.t=JF––-– Date: 2023.07.18 15:17:06 -05'OO' A,„ WwaU£\ DocuSign Envelope ID: ED91C426-D02349FD-B65A462AD405F2AI DENTON Docusign City Council Transmittal Coversheet COOP 8286 File Name Microsoft unlfled Support PurchasingC,„t„t G'bbY L''P'‘ City Council Target Date AUGUST 15’ 2023 Piggy Back Option Contract Expiration Ordinance Not Appllcab1 e AUGUST 15 , 2028 23-1523 DocuSign Envelope ID: ED91C426-D02349FD-B65Adj62AD405F2AI CONTRACT BY AND BETWEENCITY OF DENTON, TEXAS AND MICROSOFT CORPORATION (FILE # 8286) THIS CONTRACT is made and entered into this date 08/15/2023 , by andbetween Microsoft Corporation., a Washington Corporation, whose address is One Microsoft WayRedmond Washington, 98052, hereinafter referred to as "Supplier," 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 du19 authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products in accordance with the Supplier’s quote, a copy of which is attached hereto and incorporated herein for all purposes as Exhibit “C”. The Contract consists of this written agreement and the following items which are attached hereto, or on file, and incorporated herein byreference (a)(b) (C) (d) (e)(f) Special Terms and Conditions (Exhibit “A”); Department of Information Resources (DIR) Cooperative Purchasing Contract #DIR-CPO-4911 with Microsoft Corporation (Exhibit “B” on file at the office of the PurchasingAgent); Microsoft Corporation Agreement (Exhibit “C”); Certificate of Interested Parties Electronic Filing (Exhibit “D”); Insurance Requirements (Exhibit “E”); Form CIQ – Conflict of Interest Questionnaire (Exhibit "F") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the writtenagreement 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 isprohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractorcertifres that Contractor’s signature provides written verifIcation to the City that Contractor: (1) does notboycott Israel; and (2) will not boycott Israel during the term of the agreement Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Boycotting Certain Energy Companies 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 boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By File 8236 DocuSign Envelope ID= ED91C426-D023+9FD-B65A462AD405F2AI signing this agreement, Contractor certiftes that Contractor’s signature provides written verification 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 this provision 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 is prohibited from entering into a contract with a company for goods or services unless the contract containswritten 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 the meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written veri$cation to the City thatContractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a $rearm entity or fIrearm trade association; and (2) will not discriminate during the term of the contract against a Prearnr entity or firearm trade association. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with companiesthat do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Contractor certifies that Contractor’s signature provides written yeti$cation to the City that Contractor, pursuant to Chapters 2252 and 2270, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization . Failure to meet or maintain the requirements under this provision will be 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, andContractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is 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 this document will be deemed an original for all legal purposes. File 8236 DocuSign Envelope ID: ED91C426-D02349FD-B65A462AD405F2AI IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SUPPLIER CITY OF DENTON, TEXAS BY SIN DocuSigned by: BY: I huH :Y, CITY MANAGER Printed Name: Josh stikeleather ATTEST: JESUS SALAZAR, CITY SECRETARYTItle: Support Speciali st ZQ49Z99561PHONE NUMBER /p-DocuSigned by: BY:1 ),$US Sd£4lVr\U--2437C77B897541 D. Josh . Sti keleather@mI crosoft . com EMAIL ADDRESS APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY 2023-1046396TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligationsand business terms. Lei sha Mei ne PRINTED NAME Chief Technology OfficerTITLE Technoloqy ServicesDEPARTMENT File 8236 DocuSign Envelope ID: ED91C426-D023219FD-B65A462AD405F2AI Exhibit A Special Terms and Conditions 1. Contract Term The contract term will be one (3) years, effective from date of award. The City and the Contractor shall have the option to renew this contract for two additional (1) one-year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. 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. 2. Total Contract Amount The contract total shall not exceed $650,000. Pricing shall be per Exhibit C attached. File 8236 DocuSign Envelope ID: ED91C426-D023-+9FD-B65Adj62AD405F2AI Exhibit C i• Microsoft Microsoft Enterprise Services Work (For Microsoft Order TX- DIR-CPO-4911 Internal Purposes Only) Work Order Number This Work Order consists of the terms and conditions below, and the provisions of the Microsoft Master Services Agreement reference U5228634, effective as of 5/2/2017 (the “Agreement"), the provisions of the Unified Enterprise Support Services Description applicable to the Professional Services identified in this Work Order, and any attachments or exhibits referenced in this Work Order, all of which are incorporated herein by this reference. In this Work Order "Customer," “you," or "your" means the undersigned customer or its affiliate and "Microsoft", “we,’' “us," or "our" means the undersigned Microsoft affiliate. By signing below the parties acknowledge and agree to be bound to the terms of this Work Order, the Agreement and all other provisions incorporated in them. This Work Order is effective as of the date that Microsoft signs this Work Order. Regardless of any terms and conditions contained in a purchase order, if any, the terms of this Work Order apply. Customer Microsoft Affiliate Name of Custori===:i=Name City Of Denton Microsoft Corporation Signature Signature br SMA HI )n SIgnIng (please print)l\ ’DocuSlgned by: +st Sara Hensley Josh Sti keleather Title of person signing (please pri.t)Title of person signing (please print) C1 ty Manager Support Speclall st Signature date 08/15/2023 Signature date (effective date) 7/14/2023 Name of Customer or its Affiliate that executed the Agreement (if different from Customer above) EnterpriseServicesWo rkOrder-PubSec-MUS-v2.0(US)(ENG)(Sep201 8) [CP] Page 1 of 7 DocuSign Envelope ID: ED91C426-D02349FD-B65A462AD405F2AI Customer invoice information Name of Customer City Of Denton Street Address Accounts Payable 215 E Mckinn St City State/Province TexasDenton Postal CodeCountry United States 76201 -4299 Contact Name (Receives invoices under this Work Order) Accounts Payable Contact E-Mail Address Accounts.Payable@cityofdenton.com Phone 940-349-7373 Fax 1. Support Services and Fees. 1.1 . Term. Microsoft Enterprise Support Services will commence on 9/1/2023 (the “Support Commencement Date") and will expire on 8/31/2024 (the “Support Expiration Date"). 2. Description of Services. Please refer to the current Unified Enterprise Support Services Description (“USSD“) which will be incorporated by reference and is published by Microsoft from time to time at https://www.microsoft.com/unified-support-ser\aces-description. Microsoft may update the support services you purchase under this agreement from time to time, provided that the level of support services you purchase will not materially decrease during the current Term. EnterpriseServicesWo rkOrder-PubSec-MUS-v2 .0(US)(ENG)(Sep201 8) [CP] Page 2 of 7 DocuSign Envelope ID: ED91C426-D023dj9FD-B65A462AD405F2AI Services by Support Location Citv Of Denton - Unified EnterDrise Su 9/1/2023 – 8West/3 1 /2024 nr)nrt – 2023–24 liSA – SI G - FnternrjqPe Service Type Includ@ Included Enterprise Advisory SuppoMrs As-nM! Enterprise Azure Problem Resolution Hours As-needed Enterprise On-demand Assessment Enterprise On-Demand Assessment - Setup and Confjg Service As-needed Enterprise On-Demand Education Enterprise Online Support Portal Enterprise Problem Resolution Hours As-needed Advisory Services Problem Resolution SupportOn-Demand Assessment On-Demand Assessment Remote On@land Education Administrative Problem Resolution Support Service Delivery Management Service Delivery Management Webcast Problem Resolution Support Onboarding Services Included Included Included Included Included Included Enterprise Reactive Support Management Included Enterprise Service Delivery Management Included Included Enterprise Webcasts As-Needed Reactive Enabled Contacts 1 ea Onboarding Accelerator - Implementing SecurityBaselines - Base Onsite Visit ProMe Credits Service Delivery Management Extended 1 ea 25 ea Included Onsite Support] Proactive Credits Service Delivery Management 2.1 . Support Services Fees. The items listed in the table above represent the services that Customer has pre-purchased for use during the term of this Work Order, and applicable fees are shown in the table below. Microsoft Support Services are a non-refundable, prepaid service. Microsoft must receive Customer purchase order or payment before Microsoft commences or continues, as applicable, provision of Microsoft Support Services. If Customer issues a purchase order, Microsoft will invoice Customer, and Customer agrees to pay Microsoft within 30 calendar days of the date of Microsoft invoice. Microsoft reserves the right to adjust Microsoft fees prior to entering into any changes to the Microsoft Support Services ordered herein. EnterpriseServicesWorkOrder-PubSec-MUS-v2.0(US)(ENG)(Sep201 8) [CP] Page 3 of 7 DocuSign Envelope ID: ED91C426-D02349FD-B65A462AD405F2AI Services Summary City Of [M Unifl -rt - -2@ City Of Denton - Unified Proactive Svcs Enterprise-202324 Subtotal Flex Allowance One Tim iiMicrosoft EmpowM Total Fees (excluding taxes: $ 1 04,758.279/1 /2023 $ 1 31 ,928.27 ($25,000,00) :$ 16,039.00 $90.889.27 Bit+ing Schedule One-Tir@yment - City Of Denton Total Fees (excluding taxes 9/1 /2023 2.2. Support for Microsoft Products Microsoft will provide support for Customer’s licensed, commercially released, and generally available Microsoft products, and cloud services subscriptions purchased by Customer or Customer’s Affiliate: i) as indicated in Appendix A; and ii) during the Term of this Work Order. Such products and subscriptions exclude those purchased by any party that is not Customer's Affiliate as of the Support Commencement Date. 2.3.Customer Named Contact(s). Any changes to the named contacts should be submitted to Microsoft Contact. Name of Customer Support Service Administrator Paul Desjardins Street Address Contact E-Mail Address 601 E Hickory St Suite A Paul.Desjardins@cityofdento n.com State/Province Texas Phone 940-349-7373 Country United States Postal Code 76205-4305 EnterpriseSe rvicesWorkO rder-PubSec-MUS-v2 .0(US)(ENG)(Sep201 8) [CP] Page 4 of 7 DocuSign Envelope ID: ED91C426-D02349FD-B65A462AD405F2AI 3. Use, ownership, rights, and restrictions. 3.1 . Products. “Product" means all products identified in the Product Terms, such as all Software, Online Services and other web-based services, including pre-release or beta versions. Product availability may vary by region. "Product Terms" means the document that provides information about Microsoft Products available through volume licensing. The Product Terms document is published on the Volume Licensing Site (http://www.microsoft.com/licensing/contracts or successor site) and is updated from time to time. All products and related solutions provided under this Work Order will be licensed according to the terms of the license agreement packaged with or otherwise applicable to such product. Customer is responsible for paying any licensing fees associated with Products. 3.2. Fixes. “Fixes“ means Product fixes, modifications, enhancements, or their derivatives, that Microsoft either releases generally (such as service packs), or that Microsoft provides to Customer when performing Professional Services (all support, planning, consulting and other professional services or advice, including any resulting deliverables provided to Customer under this Work Order, to address a specific issue. “Professional Services" means Product support services and Microsoft consulting services provided to Customer under this Work Order. “Professional Services" or "services" does not include Online Services, unless specifically noted. Fixes are licensed according to the license terms applicable to the Product to which those Fixes relate. If the Fixes are not provided for a specific Product, any other use terms Microsoft provides with the Fixes will apply. 3.3. Pre-existing Work. "Pre-existing Work" means any computer code or other written materials developed or otherwise obtained independent of this Work Order. All rights in Pre-existing Work shall remain the sole property of the party providing the Pre- existing Work. Each party may use, reproduce and modify the other party's Pre-existing Work only as needed to perform obligations related to Professional Services. 3.4. Services Deliverables. “Services Deliverables" means any computer code or materials, other than Products or Fixes that Microsoft leaves with Customer at the conclusion of Microsoft’s performance of Professional Services. Upon payment in full for the Professional Services, Microsoft grants Customer a non- exclusive, non-transferable perpetual, fully paid-up license to reproduce, use and modify the Services Deliverable, solely in the form delivered to Customer and solely for Customer’s internal business purposes, subject to the terms and conditions of this Work Order. EnterpriseServicesWorkOrder-PubSec-MUS-v2.0(US)(ENG)(Sep201 8) [CP] Page 5 of 7 DocuSign Envelope ID: ED91C426-D02349FD-B65A462AD405F2AI 3.5. Affiliates' rights. "Affiliate" means any legal entity that a party owns, that owns a party, or that is under common ownership with a party. "Ownership" means, for purposes of this definition, control of more than a 50% interest in an entity. Customer may sublicense the rights contained in this subsection relating to Services Deliverables to its Affiliates, but Customer's Affiliates may not sublicense these rights and Customer's Affiliates'use must be consistent with the license terms contained in this Work Order. 3.6. Restrictions on use. Customer must not (and must not attempt to) (1) reverse engineer, decompile or disassemble any Product, Fix, or Services Deliverable, (2) install or use non-Microsoft software or technology in any way that would subject Microsoft's intellectual property or technology to obligations beyond those included in this Work Order; or (3) work around any technical limitations in the Products or Services Deliverables or restrictions in Product documentation. Except as expressly permitted in this Work Order, Customer must not (1) separate and run parts of a Product on more than one device, upgrade or downgrade parts of a Product at different times, or transfer parts of a Product separately; or (2) distribute, sublicense, rent, lease, lend, or use any Product, Fix, or Services Deliverable to offer hosting services to a third party. 3.7. Reservation of rights. All rights not expressly granted are reserved to Microsoft. 4. Microsoft Professional Services Data Protection Addendum. The Microsoft Professional Services Data Protection Addendum in effect on the effective date ofthis Work Order and available on the Volume Licensing Site at https://aka.ms/ProfessionalServicesDPA is incorporated herein by this reference. 5. Microsoft Contact Customer contact for questions and notices about this Work Order. Microsoft Contact Name Joshua Stikeleather Phone Contact E-Mail Address osti keI @ microsoft.com EnterpriseServicesWo rkO rder-PubSec-MUS-v2 .0(US)(ENG)(Sep201 8) [CP] Page 6 of 7 DocuSign Envelope ID: ED91C426-D02349FD-B65Az162AD405F2AI Appendix A LicensingLicensing ProgramCustomer Name Enrollment/Agreement Number/Billing Account ID 57928384Enterprise 6CITY OF DENTON 56572260Enterprise 6CITY OF DENTON As of the Support Commencement Date, below is a list of your declared licensing enrollments and agreements for which Microsoft will provide support services as defined within this WorkOrder EnterpriseServicesWo rkO rder-PubSec-MUS-v2.0(US)(ENG)(Sep201 8) [CP] Page 7 of 7 DocuSign Envelope ID: ED91C426-D02349FD-B65Adj62AD405F2AI Exhibit D Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the GovernmentCode. 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. TheTexas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronicallywith the Comrnission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded,in accordance with Government Code 2252.908. The contractor shall: 1. 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. Contract 1234 – Form 1295) (EX: The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Councilaward. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. File 8236 DocuSign Envelope ID: ED91C426-D023z19FD-B65Az162AD405F2AI Exhibit E INSURANCE REQUIREMENTS Respondent’s attention is directed to the insurance requirements below. It is highlyrecommended that respondents confer with their respective insurance carriers orbrokers to determine in advance of Proposal/Bid submission the availability of insurancecertificates and endorsements as prescribed and provided herein. If an apparent low respondent fails to comply strictly with the insurance requirements, that respondent may be disqualified from award of the contract. Upon contract award, all insurancerequirements shall become contractual obligations, which the successful contractorshall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of theContractor, the Contractor shall provide and maintain until the contracted workhas been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of contract award, Contractor shall filewith the Purchasing Department satisfactory certificates of insurance includingany applicable addendum or endorsements, containing the contract number andtitle of the project. Contractor may, upon written request to the PurchasingDepartment, ask for clarification of any insurance requirements at any time;however, Contractors are strongly advised to make such requests prior toproposal/bid opening, since the insurance requirements may not be modifiedor waived after proposal/bid opening unless a written exception has beensubmitted with the proposal/bid. Contractor shall not commence any workor deliver any material until he or she receives notification that the contract hasbeen accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirementsshall comply with the following general specifications, and shall be maintained incompliance with these general specifications throughout the duration of theContract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in theState 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. Ifrequested by the City, the insurer shall reduce or eliminate such deductibles orself-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. •Liability policies shall be endorsed to provide the following: Microsoft Unified Support - 8286 DocuSign Envelope ID: ED91C426-D02349FD-B65A462AD405F2AI o Name as Additional Insured the City of Denton, its Officials, Agents,Employees and volunteers. 0 That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and thatthis insurance applies separately to each insured against whom claim ismade or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. o Provide a Waiver of Subrogation in favor of the City of Denton, itsofficials, agents, employees, and volunteers. •Cancellation: City requires 30 day written notice should any of thepolicies described on the certificate be cancelled or materially changedbefore the expiration date. •Should any of the required insurance be provided under a claims made form,Contractor shall maintain such coverage continuously throughout the term of thiscontract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give riseto claims made after expiration of the contract shall be covered. •Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legaldefense costs to be included in the general annual aggregate limit, theContractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. •Should any required insurance lapse during the contract term, requests forpayments originating after such lapse shall not be processed until the Cityreceives satisfactory evidence of reinstated coverage as required by thiscontract, effective as of the lapse date. If insurance is not reinstated, City may,at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shalladditionally comply with the following specifications, and shall be maintained incompliance with these additional specifications throughout the duration of theContract, or longer, if so noted: A. COMMERCIAL GENERAL LIABILITY INSURANCE Commercial General Liability Insurance including, but not limited to, Premises/Operations, Personal & Advertising Injury, Products/Completed Microsoft Unified Support - 8286 DocuSign Envelope ID: ED91C426-D02349FD-B65A462AD405F2AI Operations, Independent Contractors, and Contractual Liability with minimum combined bodily injury (including death) and property damage limits of $1 ,000,000.00 per occurrence and $2,000,000.00 general aggregate. B PROFESSIONAL LIABILITY INSURANCE If CONTRACTOR is a licensed or certified person who renders professional services, then Professional Liability Insurance to provide coverage against any claim which the CONTRACTOR becomes legally obligated to pay as damages arising out of the performance of professional services caused by any negligent error, omission or act with minimum limits of $1,000,000.00 per claim, $2,000,000.00 annual aggregate. C. CYBER/TECHNOLOGY NETWORK LIABILITY AND RISK INSURANCE Cyber/Technology Network Liability and Risk Insurance, inclusive of Information Security and Privacy (first and third party coverage) to provide coverage for any damage caused by a network risk, cyber act or breaches of data and privacy right, the rendering of, or the failure to properly perform professional services for, but not limited to, computer programming, management information systems, negligent system design, disclosure of confidential information, and copyright infringement with minimum limits with minimum limits of $1,000,000.00 per claim. NOTE: Professional Liability Insurance and Cyber/Technology Network Liability and Network Risk Insurance may be combined on one policy with a $2,000,000.00 1imit. SUBCONTRACTING LIABILITY (1 ) Without limiting any of the other obligations or liabilities of the CONTRACTOR,the CONTRACTOR shall require each Subcontractor performing work under thecontract, at the Subcontractor's own expense, to maintain during the engagementwith the CITY, types and limits of insurance that are appropriate for theservices/work being performed, comply with all applicable laws and are consistentwith industry standards. The Subcontractor's liability insurance shall nameCONTRACTOR as an additional insured. {2) CONTRACTOR shall obtain and monitor the certificates of insurance from eachSubcontractor. CONTRACTOR must retain the certificates of insurance for the duration of the contract and shall have the responsibility of enforcing insurance Microsoft Unified Support - 8286 DocuSign Envelope ID: ED91C426-D02349FD-B65A2162AD405F2AI requirements among its subcontractors. The CITY shall be entitled, upon request and without expense, to receive copies of these certificates. Microsoft Unified Support - 8286 DocuSign Envelope ID: ED91C426-D023z19FD-B65A-+62AD405F{AJL qh; + r fTA CONFLICT OF INTEREST QUESTIONNAIREFor vendor or other person doing business with local governmental entit' This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. FORM CIQ This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as definedby Section 176.001(1 -a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) and by City of DentonEthics Code, Ordinance 18-757. By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after 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.misdemeanor. a diO. An offense under this section is a Mi crosoft Corporat1 on 2 [X]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 dayafter 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 becompleted for each officer with whom the vendor has an employment or other business relationship as de6ned 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?El Yes B No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local govemmental entity?[] Yes m No C.Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local govemment officer serves as an officeror director, or holds an ownership of one percent or more?n ,"m ~. 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. 7/14/2023 Ma irmVgR#o7W%iness with the governmental entity Date DocuSign Envelope ID: ED91C426-D02349FD-B65A462AD405F2AI CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 ofthe 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 cornmercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or leaseofgoods 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 q 176.003(a){2){A) and (B): (A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that(i) a contract between the local govemmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the verxk3B (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 periodpreceding the date the officer becomes aware that:(i) a contract between the local governmental entity and vendor has been executed; or (ii) the local govemmental entity is considering entering into a contract with the vendor. Local Government Code $ 176.006(a) and {a-1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and( 1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member ofthe officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or(3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business dayafter the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or(B) submits to the local govemmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or(2) the date the vendor becomes aware (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or(C) of a family relationship with a local government omcer. City of Denton Ethics Code Ordinance Number 18-757 Definitions Relative: a family member related to a City Official within the third 3d degree ofaffiniN (marriage) or consanguinity (blood or adoption) city Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning 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 rightof-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 ($200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2 -282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year, -orm provided by Texas Ethics Commission www. ethics .state . tx . us Revised 11/30/2015 DocuSign Certificate Of Completion Envelope Id: ED91 C426D02349FDB65A462AD4C)5F2AI Subject: Please DocuSign: City Council Contract 8286 Microsoft Unified Support Source Envelope: Status: Completed Document Pages: 19 Signatures: 8 Initials: 1 Envelope Originator: Gabby Leeper 901B Texas Street Denton, TX 76209 Gabby.Leeper@cityofdenton.com IP Address: 198.49.140.10 Certificate Pages: 6 AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Record Tracking Status: Original7/12/2023 4:49:39 PM Holder: Gabby Leeper Gabby.Leeper@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Sent: 7/12/2023 5:06:06 PM Viewed: 7/1 2/2023 5:06:14 PM Signed: 7/1 2/2023 5:07:07 PM Gabby Leeper gabby.leeper@cityofdenton.com Buyer Completed City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign 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: 7/12/2023 5:07:09 PM Viewed: 7/1 3/2023 9:19:34 AM Signed: 7/1 3/2023 9:20:19 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Electronic Record and Signature Disclosure:Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Mack Reinwand City Attorney City of Denton Security Level: Email, Account Authentication(None) Sent: 7/13/2023 9:20:21 AM Viewed: 7/14/2023 1 :44:26 PM Signed: 7/14/2023 1 :47:59 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Josh Stikeleather Josh.Stikeleather@microsoft.com Support Specialist Security Level: Email, Account Authentication(None) ' DocuSlgned bv I )sl Shkthdhr .21304BI 79943463. Sent: 7/14/2023 1 :48:02 PM Viewed: 7/14/2023 1 :48:37 PM Signed: 7/14/2023 2:07:46 PM Signature Adoption: Pre-selected Style Using IP Address: 206.85.199.108 Electronic Record and Signature Disclosure:Accepted: 7/14/2023 1 :48:37 PMID: cb80c870-683c4c38-ad06-39a6751 94632 Signer Events Leisha Meine leisha.meine@cityofdenton.com Chief Technology Officer City of Denton Security Level: Email, Account Authentication(None) Signature Timestamp Sent: 7/14/2023 2:07:50 PM Viewed: 7/14/2023 4:41 :39 PM Signed: 7/14/2023 4:41 :59 PM ’Docu81gned bIC I bian MUM'D60D157ADABC4D5 Signature Adoption: Pre-selected Style Using IP Address: 47.160.121.227 Signed using mobile Electronic Record and Signature Disclosure:Not Offered via DacuSign 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: 7/14/2023 4:42:02 PM Viewed: 8/16/2023 8:25:21 AM Signed: 8/1 6/2023 8:25:35 AMUsing IP Address: 198.49.140.104 Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication(None) DocuSlgned bW I h IIo.@ 523608298270423. Sent: 8/1 6/2023 8:25:38 AM Viewed: 8/16/2023 8:26:05 AM Signed: 8/1 6/2023 8:26:31 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Jesus Salazar jesus.salazar@cityofdenton.com Security Level: Email, Account Authentication(None) Sent: 8/16/2023 8:26:34 AM Viewed: 8/16/2023 10:13:51 AM Signed: 8/16/2023 10:14:38 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Accepted: 8/1 6/2023 10:13:51 AMID: 95e4abcd-c4d6-:lf65-b1 10-7db54c1 60d81 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: 7/12/2023 5:07:09 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: 7/14/2023 4:42:01 PM Viewed: 7/1 7/2023 10:03:15 AM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 8/16/2023 10:14:41 AM Viewed: 8/1 7/2023 2:41 :27 PM Paul Desjardins paul.desjardins@cityofdenton.com Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 8/1 6/2023 10:14:42 AM Viewed: 8/1 6/2023 2:09:47 PM Stephanie Padgett Stephanie.Padgett@cityofdenton.com TS Administration Manager City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 8/1 6/2023 10:14:43 AM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Certified Delivered Signing Complete Completed Status Timestamps 7/1 2/2023 5:06:07 PM 8/1 6/2023 10:13:51 AM 8/1 6/2023 10:14:38 AM 8/16/2023 10:14:43 AM 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: Josh Stikeleather, Jesus Salazar 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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