24-272ORDINANCE NO. 24-272
AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPALCORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITHDOBLE ENGINEERING COMPANY, FOR THE PURCHASE OF PRC-005 COMPLIANCE
SOFTWARE FOR DENTON MUNICWAL ELECTRIC; PROVIDING FOR THE EXPENDITUREOF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 8350 – AWARDED
TO DOBLE ENGINEERING COMPANY, FOR THREE (3) YEARS, WITH THE OPTION FORTWO (2) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE TOTAL FIVE (5) YEAR NOT-
TO-EXCEED AMOUNT OF $252,222.35).
WHEREAS, the City has solicited, received, and evaluated competitive proposals for the
purchase of PRC-005 Compliance Software for Denton Municipal Electric; and
WHEREAS, the City Manager, or a designated employee, has received, reviewed, and
recommended that the herein described proposals are the most advantageous to the City considering
the relative importance of price and the other evaluation factors included in the request for proposals;
and
WHEREAS, this procurement was undertaken as part of the City’s governmental
function; and
WHEREAS, the City Council has provided in the City Budget for the appropriation of funds
to be used for the purchase of the materials, equipment, supplies, or services approved and accepted
herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The items in the following numbered request for proposal for materials,
equipment, supplies, or services shown in the “Request Proposals” on file in the office of the
Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City
considering the relative importance of price and the other evaluation factors included in the request
for proposals.
RFPNUMBER CONTRACTOR AMOUNT
8350 Doble Engineering Company $252,222.35
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.
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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 Been a,b Chi& Hc6 ee and
seconded by av\ He\ +b, / . This ordinance was passed and approved by the
following vote L] - L]:
Aye Nay Abstain Absent
Mayor Gerard Hudspeth:J
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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, aot- day of abrv&ry , 2024.
GERARD a ISPETH. MAYOR
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ATTEST:
JESUS SALAZAR, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
Digitally signed by Marcella Lunn
DN: dc=com, dc=cityofdenton,dc=codad, ou=Department Users
BY:- nMIKa \\IIb !b;!:iTi::£:F";’T'
email=Marcella.Lunn@cityofdenton+com
Date: 2024.01.29 16: 16:52 <)6'00'
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t)ocuSign Envelope ID: B56C45E8-28EA4AOE-9465-AOA040941173
DENTON
Docusign City Council Transmittal Coversheet
8350RFP
File Name NERC CO„,Pli ,„,, s ,ft„„,,e
Purchasing Contact chrlsta Chrlstlan
City Council Target Date FEBRUARY 20’ 2024
Piggy Back Option
Contract Expiration
Ordinance
Yes
FEBRUARY 20, 2029
24-272
DocuSign Envelope ID: B56C45E8-28EAJIAOE-9465-AOA040941 173
CONTRACT BY AND BETWEENCITY OF DENTON, TEXAS AND DOBLE ENGINEERING COMPANY
(CONTRACT 8350)
THIS CONTRACT is made and entered into this date 02/20/2024 , by
and between Doble Engineering Company a Massachuesettes corporation, whose address is 123
Felton Street, Marlborough, MA 01752, 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 Contracts contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Supplier shall provide products and/or services in accordance with the City’s document
RFP 8350 , a copy of which is on file at the office of Purchasing Agent and incorporated herein
for all purposes. The Contract consists of this written Contract and the following items which are
attached hereto and incorporated herein by reference:
(a)(b)
(C)(d)
(e)(f)(g)(h)
Special Terms and Conditions (Exhibit “A”);
City of Denton’s RFP 8350 (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");
End User License Agreement (Exhibit “H”)
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions
of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence
first to the written Contract then to the contract documents in the order in which they are listed
above. These documents shall be referred to collectively as “Contract Documents.”
Prohibition on Contracts with Companies Boycotting Israel
Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel
during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed
to those terms in Section 808.001 of the Texas Government Code. By signing this Contract, Contractor
certifres that Contractor’s signature provides written verification to the City that Contractor: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the Contract Failure to meet or maintain
the requirements under this provision will be considered a material breach.
Contract # 8350
DocuSign Envelope ID: B56C45E8-28EA4AOE-9465-AOA040941173
Prohibition on Contracts with Companies Boycotting Certain Energy Companies
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
written verification from the company that it ( 1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of the contract. The terms “boycott energy company” and “company”
shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By
signing this Contract, Contractor certifies that Contractor’s signature provides written verifIcation to the
City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies
during the term of the Contract Failure to meet or maintain the requirements under this provision will beconsidered 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 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 the
meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing thisContract, Contractor certifies that Contractor’s signatare provides written verifIcation to the City that
Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a
$rearm entity or fIrearm trade association; and (2) will not discriminate during the term of the contract
agaInst a firearm entity or firearm trade association. Failure to meet or maintain the requirements under
this provision will be considered a material breach.
Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign
Terrorist Organization
Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with companies
that do business with Iran, Sudan, or a foreign terrorist organization. By signing this Contract, 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 Contract and will not become ineligible toreceive payments under this Contract by doing business with Iran, Sudan, or a foreign terrorist
organization . Failure to meet or maintain the requirements under this provision will be considered a
material breach.
Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned
Companies
The City of Denton may terminate this Contract immediately without any further liability if the City of
Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and
Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of
the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or
other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or
other designated country, or (iii) is 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.
Contract # 8350
DocuSign Envelope ID: B56C45E8-28EA4AOE-9465-AOA040941 173
IN WITNESS WHEREOF, the parties of these presents have executed this Contract in the
year and day first above written.CONTRACTOR
THIS AGREEMENT HAS BEENBOTH REVIEWED AND APPROVED
as to financial and operational obligationsand business terms.
DoeuSigned by:
AMrthArklBY–£#lmKMmMuRl
Date. 1/22/2024
DoeuSlgn•d br
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RmI IT
}' Antonio Puente , Jr PMtedNam€.. Marc Burke
PRINTED NAME Title. vlce Presldent, Sales
DME Genera1 ManagerTITLE 617-393-2939
PHONE NUMBER
E1 ectri c
DEPARTMENT mburke@dob1 e . com
EMAIL ADDRESS
2024-1113792
APPROVED AS TO LEGAL FORM:
MA%£WVy+ND, CITY ATTORNEY
TEXAS ETHICS COMMISSIONCERTIFICATE NUMBER
]B11 1(pr : 1 1 %IEIdUkal::yE
CITY OF DENTON, TEXAS
ATTEST:
JESLHAkAZ aR, CITY SECRETARY
BY, 1 ths SaIA,)ar
DocuSigned by:
SMA Huqj£#BYSARiCITY MANAGER
Date: 02/20/2024
Contract # 8350
DocuSign Envelope ID: B56C45E8-28EAzIAOE-9465-AOA040941 173
EXHIBIT A
SPECIAL TERMS AND CONDITIONS
Total Contract Amount
The Contract total for services shall not exceed $252,222.35. Pricing shall be per Exhibit Fattached.
Contract Term
The contract term will be three (3) years, effective from date of award or notice to proceed as
determined by the City of Denton Purchasing Department. The City and the Supplier shall have the
option to renew this contract for an additional two (2) one-year periods.
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.
Contract # 8350
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Exhibit CStandard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawingsand 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 theSupplier. No Terms and Conditions contained in the seller’s proposal response, invoice or
statement shall serve to modify the terms set forth herein. If there is a conflict between the
provisions on the face of the contract/purchase order these written provisions will take precedence.
The Contractor agrees that the contract shall be governed by the following terms and conditions,
unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract,
Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and
sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed
principally at the City’s premises or on public rights-of-way.
1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide alldeliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with
the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local
laws, rules, and regulations.
2. EFFECTIVE 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 Contract 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: Reserved.
6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Reserved.
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7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under
law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at
delivery before accepting them, and to reject defective or non-conforming deliverables. If the City
has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the
deliverables at the Contractor’s, or the Contractor’s Subcontractor’s, premises, the Contractor shall
furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance
to the City to facilitate such inspection.
8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables
must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity.
Any non-complying tender shall constitute a breach and the Contractor shall not have the right to
substitute a conforming tender; provided, where the time for performance has not yet expired, the
Contractor may notify the City of the intention to cure and may then make a conforming 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 andessential characteristics of the work sites, the quality and quantity of materials, equipment, labor
and facilities necessary to perform the services, and any other condition or state of fact which could
in any way affect performance of the Contractor’s obligations under the contract. The Contractor
hereby releases and holds the City harmless from and against any liability or claim for damages of
any kind or nature if the actual site or service conditions differ from expected conditions.
The contractor shall, at all times, exercise reasonable precautions for the safety of their employees,
City Staff, participants and others on or near the City’s facilities.
10. WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance
of the services which they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while
engaged in participating or responding to a solicitation or while in the course and scope of
delivering goods or services under a City of Denton contract or on the City's property .
i. use or possess a firearm, including a concealed handgun that is licensed under state law,
except as required by the terms of the contract; or
ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled
substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on
the job
C. If the City or the City's representative notifies the Contractor that any worker is incompetent,
disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed
any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the
Contractor shall immediately remove such worker from Contract services, and may not employ
such worker again on Contract services without the City's prior written consent.
Immigration: The Contractor represents and warrants that it shall comply with the requirements
of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification
and retention of verification forms for any individuals hired on or after November 6, 1986, who
Contract # 8350
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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 EFWIRONMENTAL
REGULATIONS: The Contractor, its Subcontractors, and their respective employees, shall
comply fully with all applicable federal, state, and local health, safety, and environmental laws,
ordinances, rules and regulations in the performance of the services, including but not limited to
those promulgated by the City and by the Occupational Safety and Health Administration (OSHA).In case of conflict, the most stringent safety requirement shall govern. The Contractor shall
indemnify and hold the City harmless from and against all claims, demands, suits, actions,
judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s
obligations under this paragraph.
Environmental Protection: The Respondent shall be in compliance with all applicable standards,
orders, or regwlations 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 Contract number if applicable, the Department’s Name, and
the name of the point of contact for the Department. Invoices shall be itemized and
transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight
waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance
address and, if applicable, the tax identification number on the invoice must exactly match the
information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the
City may rely on the remittance address specified on the Contractor’s invoice.C. 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 furaish a tax exemption certificate upon request.
13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within
thhty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received
in Accounts Payable, whichever is later.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the 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 after
the grounds for withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the
partial shipment or delivery, as stated above, provided that the invoice matches the shipment or
delivery
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D. The City may withhold or set off the entire payment or part of any payment otherwise due the
Contractor under this Contract 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 isrequired 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,
and any such failure results in (or is likely to result in) a lien or similar encumbrance to be placed
upon the City and/or its property or other damage to the City or its property;
iv. damage to the property of the City or the City’s agents, employees or contractors,which is not covered by insurance required to be provided by the Contractor;
v. reasonable evidence that the Contractor’s obligations will not be completed within the
time specified in the Contract, and that the unpaid balance would not be adequate to
cover actual or damages for the anticipated delay;
vi. failure of the Contractor to submit proper invoices with purchase order number, with all
required attachments and supporting documentation; or
vii. failure of the Contractor to comply with any material provision of the 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. Payment will be made by check unless the parties mutually agree to payment by credit card or
electronic transfer of funds. The Contractor agrees that there shall be no additional charges,
surcharges, or penalties to the City for payments made by credit card or electronic funds transfer.
G. The awarding or continuation of this contract is dependent upon the availability of funding. The
City’s payment obligations are payable only and solely from funds Appropriated and available forthis 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.
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. The making and acceptance of final payment will constitute:
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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 (subject to appropriate confidential treatment and the Texas Public
Information Act). 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 Contractor’s receipt of the written request. Further, the Contractor shall alsorequire all Subcontractors, material suppliers, and other payees to retain all books, records,
documents and other evidence pertaining to the Contract, and to allow the City similar access to
those documents. All books and records will be made available at Contractor’s facility during
Contractor’s normal business hours or electronically. 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
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:
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i. require that all deliverables to be provided by the Subcontractor be provided in strictaccordance with the provisions, specifications and terms of the Contract;
ii. prohibit the Subcontractor from further subcontracting any portion of the Contract
without the prior written consent of the City and the Contractor. The City may require, asa 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 sufficienttime to enable the Contractor to include same with its invoice or application for payment
to the City in accordance with the terms of the Contract;
iv. require that all Subcontractors obtain and maintain, throughout the term of their
contract, insurance in the type and amounts specified for the Contractor, with the City
being a named insured as its interest shall appear; and
v. require that the Subcontractor indemnify and hold the City harmless to the same extent
as the Contractor is required to indemnify the City.C. The Contractor shall be fully responsible to the City for all acts and omissions of the
Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions.
Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual
relationship between the City and any such Subcontractor, nor shall it create any obligation on the
part of the City to pay or to see to the payment of any moneys due any such Subcontractor except
as may otherwise be required by law.
D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the
Contractor in accordance with the Contractor’s and Subcontractor’s applicable contract.
19. WARRANTY-PRICE :
A. Reserved
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. Reserved.
20. WARRANTY – TITLE: The Contractor warrants that it has good and indefeasible title to all
deliverables furnished under the Contract, and that the deliverables are free and clear of all liens,
claims, security interests and encumbrances. The Contractor shall indemnify and hold the City
harmless from and against all adverse title claims to the deliverables.
21. WARRANTY – DELIVERABLES: End User License Agreement. Solely with respect to
the Contractor’s licensing of software to the City as expressly designated in the applicable
quotation, such license rights and obligations of the parties shall be solely governed by the EndUser License Agreement (“EULA”) attached to this Contract and hereby incorporated by
reference. In the event of any conflict between the EULA and this Contract, this Contract shall
prevail
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.
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A. THE FOREGOING LIMITED WARRANTIES OF THIS SECTION ARE EXCLUSIVE ANDIN LIEU OF ALL OTHER WARRANTIES NOT EXPRESSLY SET FORTH HEREIN,
WHETHER EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE,INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY ORFITNESS FOR PARTICULAR PURPOSE OR ANY WARRANTY ARISING FROM COURSEOF DEALDqG OR USAGE OF TRADE
B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from
the Acceptance Date. If during the warranty period, one or more of the above warranties are
breached, the Contractor shall promptly upon receipt of demand perform the services again in
accordance with above standard at no additional cost to the City. All costs incidental to such
additional performance shall be borne by the Contractor. The City shall endeavor to give the
Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery
of the breach warranty, but failure to give timely notice shall not impair the City’s rights underthis section.
C. If the Contractor is unable or unwilling to perform its services in accordance with the above
standard as required by the City, then in addition to any other available remedy, the City mayreduce 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 direct, documented, and reasonable increased cost, if any,
incurred by the City to procure such services from another source; provided that any such other
source otherwise complies with the terms of this Contract.
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. 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
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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 theContractor, 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 WITHOUT CAUSE: The City shall have the right to terminate theContract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written
notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all fUrther work
pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The
City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available
for such purposes, for all goods delivered and services performed and obligations incurred prior tothe date of termination in accordance with the terms hereof.
29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable
required to be submitted by the Contractor to the City shall be grounds for the termination of the
Contract for cause by the City and may result in legal action.
30. DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if
the City deems it is in its best interest. If such delay causes an increase in the cost of the work
under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs
incurred by the Contractor in the Contract price and execute an amendment to the Contract. The
Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of
receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the
Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall
excuse the Contractor from delaying the delivery as notified.
B. Neither party shall be liable for any default or delay in the performance of its obligations under
this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots,
civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the
reasonable control of such Party. In the event of default or delay in contract performance due to
any of the foregoing causes, then the time for completion of the services will be extended;
provided, however, in such an event, a conference will be held within three (3) business days to
establish a mutually agreeable period of time reasonably necessary to overcome the effect of such
failure to perform.
31. INDEMNITY:
A. 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
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costs and expenses of litigation, mediation or other alternate dispute resolution mechanism,
including attorney and other professional fees for: (1) damage to or loss of the property of
any person (including, but not limited to the City, the Contractor, their respective agents,officers, employees and subcontractors; the officers, agents, and employees of such
subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's
compensation, loss of services, or loss of income or wages to any person (including but not
limited to the agents, officers and employees of the City, the Contractor, the Contractor’s
subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non-
conforming deliverables, negligence, willful misconduct or a breach of any legally imposed
strict liability standard.
B. THE CONTRACTOR SIIAT JL 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, CONCERNING ORRESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'SAGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THECONTRACTOR’S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREINSHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR
(INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION)AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIEDCLAIM
C. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT,INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR LOST PROFITS. INNO EVENT SHALL EITHER PARTY'S MAXIMUM AGGREGATE LIABILITYEXCEED THE AMOUNTS PAID OR PAYABLE BY THE CITY TO THE CONTRACTORUNDER THIS CONTRACT; PROVmED TlIAT NO SUCH LIMIT SHAT ,L APPLY TO APARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, INTELLECTUALPROPERTY INDEMNIFICATION OBLIGATIONS, OR THE PROVISIONS OF THEAPPLICABLE INSURANCE POLICY.
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.
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iii. The Contractor shall not commence work until the required insurance is obtained and
until such insurance has been reviewed by the City. Approval of insurance by the City shall
not relieve or decrease the liability of the Contractor hereunder and shall not be construed
to be a limitation of liability on the part of the Contractor.
iv. The Contractor must submit certificates of insurance to the City for all subcontractors
prior to the subcontractors commencing work on the project.v. The Contractor’s and all subcontractors’ insurance coverage shall be written by
companies licensed to do business in the State of Texas at the time the policies are issuedand shall be written by companies with A.M. Best ratings of A- VII or better. The City
will accept workers’ compensation coverage written by the Texas Workers’ CompensationInsurance Fund.
vi. All endorsements naming the City as additional insured, waivers, and notices ofcancellation endorsements as well as the Certificate of Insurance shall contain the
solicitation number and the following information:
City of Denton
Materials Management Department901B Texas Street
Denton. Texas 76209
vii. The “other” insurance clause shall not apply to the City where the City is an additional
insured shown on any policy. It is intended that policies required in the Contract, covering
both the City and the Contractor, shall be considered primary coverage as applicable.
viii. If insurance policies are not written for amounts agreed to with the City, the Contractor
shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified.
If Excess Liability Insurance is provided, it shall follow the form of the primary coverage.ix. Reserved.x. Reserved
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.Reserved. The Contractor shall be responsible for premiums, deductibles and self-
insured retentions, if any, stated in policies.
xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written
notice of material change of the aggregate limits below occurrence limits for all applicable
coverage’s indicated within the Contract.
xiv. The insurance coverage’s specified in within the solicitation and requirements are
required minimums and are not intended to limit the responsibility or liability of theContractor
B. Specific Coverage Requirements: Specific insurance requirements are contained in the
solicitation instrument.
33. CLAIMS: if any claim, demand, suit, or other action is asserted against the Contractor whicharises under or concerns the Contract, or which could have a material adverse effect on the
Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the
City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City
shall state the date of notification of any such claim, demand, suit, or other action; the names and
addresses of the claimant(s); the basis thereof; and the name of each person against whom such
claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to
the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City
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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. TheContractor 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 in&inges 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 (at the City’s own cost).
Notwithstanding the provisions of this Section, the Contractor’s obligations shall not include any
liability to the extent that the City’s specifications contributed to any infringement claim.
37. CONFIDENTIAT,ITY: Each party to this Contract may be a discloser of Confidential
Information (“Discloser”) or receipient of Confidential Information (“Recipient“) as applicable.
During the term of this Contract, the Recipient may require access to certain of the Discloser’s
and/or its licensors’ confidential information (including inventions, employee information, trade
secrets, confidential know-how, confidential business information, and other information which
the Discloser or its licensors consider confidential) (collectively, “Confidential Information”).
Recipient acknowledges and agrees that the Confidential Information is the valuable property of
the Discloser and/or its licensors and any unauthorized use, disclosure, dissemination, or other
release of the Confidential Information may substantially injure the Discloser and/or its licensors.
The Recipient (including its employees, subcontractors, agents, or representatives) agrees that itwill maintain the Confidential Information in strict confidence and shall not disclose, disseminate,
copy, divulge, recreate, or otherwise use the Confidential Information without the prior written
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consent of the Discloser or in a manner not expressly permitted under this Contract, unless the
Confidential Information is required to be disclosed by law or an order of any court or other
govenunental authority with proper jurisdiction, provided the Recipient promptly notifies the
Discloser before disclosing such information so as to permit the Discloser reasonable time to seek
an appropriate protective order. The Recipient agrees to use protective measures no less stringent
than the Recipient 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. These confidentiality obligations chall
continue for the duration of the Contract and for a further two (2) years after any tennination or
expiration. Contractor acknowledges that the City of Denton must strictly comply with the Public
Information ,4c c Chapter 552, Texas Government Code in responding to any request for public
information related to this Agreement. This obligation supersedes any conflicting provisions of
this Agreement. All material submitted by Contractor to the City of Denton shall become property
of the City upon receipt. Any portions of such material claimed by Contractor to be proprietary
must be clearly marked as such. Determination of the public nature of the material is subject to theTexas Public Information Act, chapter 552, and Texas Government Code.
38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and
interests throughout the world in and to the deliverables that were uniquely and/or solely created
for the City under this Contract (“Deliverable“).
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 ownershipof 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 itsemployees 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
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described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract
with 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.
D. Notwithstanding the provisions of this Section, the Contractor shall retain sole rights, title, and
interest to the intellectual property that it owned or licensed prior to, or independently of, this
\JVllUCtb/b•
39. PUBLICATIONS: All published material and written reports submitted under the Contract
must be originally developed material unless otherwise specifically provided in the Contract.
When material not originally developed is included in a report in any form, the source shall beidentified.
40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior
consent, the fact that the City has entered into the Contract, except to the extent required by law.
41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has
been employed or retained to solicit or secure the Contract upon any agreement or understanding
for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona
fide established commercial or selling agencies maintained by the Contractor for the purpose of
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 employee
guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation
of this provision, with the knowledge, expressed or implied, of the Contractor shall render the
Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict ofInterest Questionnaire.
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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 Contract. The
contractor is expressly hee to advertise and perform services for other parties while performing
services for the City.
45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the
benefit of the City and the Contractor and their respective successors and assigns, providedhowever, 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 indicatingchanges in a company name or ownership must be accompanied with supporting legaldocumentation such as an updated W-9, documents filed with the state indicating such
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 Contract. 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
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Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC
definition shall control, unless otherwise defined in the Contract.
49. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to
negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing
of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party
may make a written request for a meeting between representatives of each party within fourteen
( 14) calendar days after receipt of the request or such later period as agreed by the parties. Each
party shall include, at a minimum, one (1) senior level individual with decision-making authority
regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith
to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the
parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to
mediation as described below. Negotiation may be waived by a written agreement signed by both
parties, in which event the parties may proceed directly to mediation as described below.
B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiationprocess, the parties may select, within thirty (30) calendar days, a mediator trained in mediation
skills to assist with resolution of the dispute. Should they choose this option; the City and the
Contractor agree to act in good faith in the selection of the mediator and to give consideration to
qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties
from relying on the skills of a person who is trained in the subject matter of the dispute or a contractinterpretation 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 theContractor will share the mediator’s fees equally and the parties will bear their own costs of
participation such as fees for any consultants or attorneys they may utilize to represent them orotherwise assist them in the mediation.
50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the
laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adoptedin 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 submitto 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 voidshould a provision which is the essence of the Contract be determined to be void.
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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
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday
falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be
between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any
scheduled deliveries or work performance not within the normal hours of operation must be
approved by the City Manager of Denton, Texas or his authorized designee.
53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose
continuing obligations on the parties, including but not limited to the warranty, indemnity, and
confidentiality obligations of the parties, shall survive the expiration or termination of the Contract.
54. NON-SUSPENSION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or making prime or sub-awards to parties
that are suspended or debarred or whose principals are suspended or debarred from Federal, State,
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 OPPORTUNITYA. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any
discriminatory employment practice. No person shall, on the grounds of race, sex, sexual
orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of,
or be otherwise subjected to discrimination under any activities resulting from this RFQ.
B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall
engage in any discriminatory employment practice against individuals with disabilities as definedin the ADA.
56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded
requirements)
The following federally funded requirements are applicable. A. Definitions. As used in this
paragraph –
i. "Component" means an article, material, or supply incorporated directly into an end product.
ii. "Cost of components" means -
(1) For components purchased by the Contractor, the acquisition cost, including transportation
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costs to the place of incorporation into the end product (whether or not such costs are paid to a
domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or
(2) For components manufactured by the Contractor, all costs associated with the manufacture of
the component, including transportation costs as described in paragraph (1) of this definition, plus
allocable overhead costs, but excluding profit. Cost of components does not include any costs
associated with the manufacture of the end product.
iii. "Domestic end product" means-
( 1) An unmanufactured end product mined or produced in the United States; or
(2) An end product manufactured in the United States, if the cost of its components mined,
produced, or manufactured in the United States exceeds 50 percent of the cost of all its
components. Components of foreign origin of the same class or kind as those that the agency
determines are not mined, produced, or manufactured in sufficient and reasonably availablecommercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected,
and prepared for processing in the United States is considered domestic.
iv. "End product" means those articles, materials, and supplies to be acquired under the contract
for public use.
v. "Foreign end product" means an end product other than a domestic end product.
vi. "United States" means the 50 States, the District of Columbia, and outlying areas.
B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products
for supplies acquired for use in the United States.
C. The City does not maintain a list of foreign articles that will be treated as domestic for this
Contract; but will consider for approval foreign articles as domestic for this product if the articles
are on a list approved by another Governmental Agency. The Offeror shall submit documentation
with their Offer demonstrating that the article is on an approved Governmental list.
D. The Contractor shall deliver only domestic end products except to the extent that it specified
delivery of foreign end products in the provision of the Solicitation entitled "Buy American 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. PREVATT,ING WAGE RATES: The contractor shall comply with prevailing wage rates asdefined 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, FEDERAT J, 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.
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61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on-
site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530
of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees.
Respondent is responsible for both federal and State unemployment insurance coverage and
standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with
all federal and State tax laws and withholding requirements. The City of Denton shall not be liable
to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or
federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall
pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section.
62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions
of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701
ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide
requirements for drug-hee work place (grants), issued by the Office of Management and Budget
and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the
Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply
with the relevant provisions thereof, including any amendments to the final rule that may hereafterbe issued
63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The
Respondent shall be liable for all damages to government-owned, leased, or occupied property and
equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers,
including any delivery or cartage company, in connection with any performance pursuant to the
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 soaffected for as long as such circumstances prevail and the Respondent continues to use
commercially reasonable efforts to recommence performance or observance whenever and to
whatever extent possible without delay. The Respondent shall immediately notify the City of
Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar
days of the inception of such occurrence) and describe at a reasonable level of detail the
circumstances causing the non-performance or delay in performance.
65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party
under the Contract will not affect the right of such Party to require performance in the future. No
delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under
the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right
or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as
a waiver of any continuing or succeeding breach.
66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provisionof the Contract is in any way intended to constitute a waiver by the City of Denton of any
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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 accessto all books, records and documents pertinent to the Contract to the CPA, the State Auditor of
Texas, and any federal governmental entity that has authority to review records due to federal
funds being spent under the Contract.
Should a conflict arise between any of the contract documents, it shall be resolved with the
following order of precedence (if applicable). In any event, the final negotiated contract shall
take precedence over any and all contract documents to the extent of such conflict.
1.
2.
3.
4.
5.
Final negotiated contractRFP/Bid documents
City’s standard terms and conditionsPurchase order
Supplier terms and conditions
Contract # 8350
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Exhibit D - 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 insurance
certificates and endorsements as prescribed and provided herein. If an apparent lowrespondent 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 requirements
shall 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 the
State of Texas with an A.M. Best Company rating of at least A- or better.
•Liability policies shall be endorsed to provide the following:
o Name as Additional Insured the City of Denton, its Officials, Agents,
Employees and volunteers.
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0 That such insurance is primary to any other insurance available to theAdditional Insured with respect to claims covered under the policy and that
this insurance applies separately to each insured against whom claim ismade or suit is brought. The inclusion of more than one insured shall notoperate to increase the insurer’s limit of liability.
o 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 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 thatincludes 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 this
contract, effective as of the lapse date. If insurance is not reinstated, City may,at its sole option, terminate this agreement effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract 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/CompletedOperations, Independent Contractors, and Contractual Liability with minimumcombined bodily injury (including death) and property damage limits of$1,000,000.00 per occurrence and $2,000,000.00 general aggregate.
B. WORKERS’ COMPENSATION and EMPLOYERS LIABILITy INSURANCE
Workers’ Compensation within the regulations of the Texas Workers’
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Compensation Act. The minimum policy limits for Employers Liability are:
Bodily Injury by Accident: $100,000.00 Each AccidentBodily Injury by Disease: $100,000.00 Each EmployeeBodily Injury by Disease: $500,000,000.00 Policy LimitNOTES
a. If CONTRACTOR will not be providing services under the contract at a Cityfacility, has no employees and/or is operating as a sole owner and singleoperator, CONTRACTOR shall provide a signed letter, with the current date,on official letterhead stating such to meet the requirement.
b.If CONTRACTOR is a non-subscriber or is self-insured CONTRACTOR
shall provide a copy of its Certificate of Authority to Self-Insure from theTexas Department of Insurance, Division of Workers’ Compensation Self
Insurance Regulation Program, evidence of alternative coverage andinternal safety and injury coverage policies and procedures.
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Exhibit E
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of theGovernment Code. The law states that the City may not enter into this contract unless the
Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring
the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish a Certificate of Interest Parties before the contract 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/whatsnew/elf info form1295.htm
Register utilizing the tutorial provided by the State
Print a copy of the completed Form 1295
Enter the Certificate Number on page 2 of this contract.
Complete and sign the Form 1295
Email the form to purchasing@cityofdenton.com with the contract number in the subject line.
(EX: Contract 1234 – Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day afterCouncil award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Commission’s website within seven business days.
Contract # 8350
DocuSign Envelope ID: B56C45E8-28EA4AOE-9465-AOA040941 173
Exhibit F
Contractor’s Proposal
DocuSign Envelope ID: B56C45E8-28EAJIAOE.9465-AOA04094 1173
Exhibit F - Contractors Proposal Quotation
4
Doble Engineering Company123 Felton St.,
Marlborough, MA, 01752,USA
Phone: +1 617 926 4900 1 Fax: +1 617 926 0528
Prepared For:
Cory WarrenDenton Municipal Electric
215 E. McKinneyDenton, TX 762014229 USA
(254) 652-8856
cory.warren@cityofdenton.com
Quote #:Date:
Quote Validity:Payment Terms:
Shipping Terms:Proposed Ship Date:Recommended Carrier:
Delivery Method:
Q-65051 -9
11/2/2023
12/31/2023
N30*EXWContact SalesOther
DownloadEnd User: Denton Municipal Electric
rgy Reps-West:SF)
3
JMr
Your Doble Team :
!egional Sales ManagerDirect Email[iiiFMh
D Wilson
obIe.com
2
QW I PRODUCT DESCRIPTION SALES PRICE
$26,250.00
EXTENDEDPRICE
$26,250.001 1 PB-SL Powerbase Software License
500 Pro Assets
500 Basic Assets
2 Non Asset Types
Setting File Parsers
2 Seats
1 Year M&S
2 Day Training
8 Hours Consulting
Access to PB Videos
1
1
PB-A500B
PB-A500P
(500 QTY) BASIC LEVEL ASSETS $2,980.00
$4,260.00
$2,980.00
$4,260.00(500 QTY) PRO LEVEL ASSETS
Page 1 of 3
DocuSign Envelope ID: B56C45E8-28EA4AOE-9465-AOA040941 173
QW I PRODUCT I DESCRIPTION
PB-A500P
SALES PRICE
$4,260.00
$8,370.00
$12,380.00
$18,570.00
$240.00
$450.00
$17,200.00
$3,440.00
$2,000.00
$16,974.90
EXTENDEDPRICE
$4,260.00
$16,ho.oo
$12,380.00
$18,5m
$33,600.00
$9,odin
$17,200.00
$6,880.00
$4,000H
$16,974.90
1
2
(500 QTY) PRO LEVEL ASSETS
(1,000 QTY)PRO LEVEL ASSETS
(1 QTY) POWERBASE PRO LICENSE USER SEAT
API TO EXTERNAL SOFTWARE FOR UP TO 5,000 ASSETS
PowerBase Tier 1 Professional Services
PowerBase Tier 2 Professional Services
PowerBase Professional Services - Setting File Conversion
PowerBase Consulting - On-Site Consulting Days
Estimated Travel and Living Expenses
Estimated ENOSERV PowerBase Annual Maintenance and
Support Costs - Year 2
Estimated ENOSERV PowerBase Annual Maintenance and
Support Costs - Year 3
Estimated ENOSERV PowerBase Annual Maintenance and
Support Costs - Year 4
Estimated ENOSERV PowerBase Annual Maintenance and
Support Costs - Year 5
RTS Maintenance & Support for Coverage Period: 11/1/2023 -10/31/2028
PB-AI KP
1 PB-CUPI
I I r- D-r\r- ILlr\
140 IPB7-TIPS
20 1 PB7-T2PS
1 1 PB7-T2PS
2 PB7-CONS
EXPENSES2
1 PB-M&S
1 PB-M&S $17,484.15 $17,484.15
1 PB-M&S $18,008.67 $18,008.67
1 PB-M&S $18,548.93 $18,548.93
5 RTS- M&S $5,017.14 $25,085.70
Totals for Renewal:
2 RTS Steady State Keys with Dynamic/Vector
TOTAL:$252,222.35
Additional Notes
*Payment terms are subject to credit review.
All prices in USD. Pricing does not include shipping or sales tax.Please forward all Purchase Orders to sales@doble.com. For any questions regarding this quote, please contact your Regional Sales
Manager or sales@doble.com.
Doble hardware and software products are supplied in accordance with Doble's Master Terms. Doble Test Instruments are suppliedcomplete with instruction manuals and all cables necessary for the ordered configuration.
Page 2 of 3
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THANK YOU FOR YOUR BUSINESS!
Page 3 of 3
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Exhibit G
CONFLICT OF INTEREST QUESTIONNAIRE -
For vendor or other person doing business with local governmental entit'
L lges made to the law gular 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).
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after th.date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section ismisdemeanor.
8 !nJ''’' ”"'""”"”' '"""
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 7a' business day
after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
Z 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 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 additionltwqs to this Form CIQ as nFw:Try.
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 vendLdiving or likely to receihaJble income, other than investment income, from or at the direction of the local government officer named in
this section AND the taxable income is not received from the local governmental entity?
Yes No
C. Is the filer pflhtF questionnaire employecftyq corporation or other business entity with respect to which the local government officer serves as an officer
or director,1 or h&lds 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
H
4
5
I have no Conflict of Interest to disclose.
1/22/2024
doing business with the governmental entity Date
DocuSign Envelope ID: B56C45E8-28EAJtAOE-9465-AOA040941173
Exhibit HMASTER END USER LICENSE AGREEMENT
This Master End User License Agreement (hereinafter referred to as the “Agreement” or “EULA”)
has been presented to User in conjunction with User’s attempt to use, try out, or install a computer
program composed of a number of computer files, including but not limited to executables,
knowledge files, data, slave files, and other supporting files (collectively “Software.”) Doble
Engineering Company, its divisions, subsidiaries, and other affiliates (collectively referred to
herein as “Doble” or the "Licensor") is the developer of and the exclusive source and owner of this
Software. Licensor may provide Software under this EULA in either an installed format or cloud-
based solution, as further defined in the applicable documentation. Licensor provides this Software
and other products like it to be used exclusively by authorized Licensees. Licensee herein has
purchased or procured on a subscription basis this Software either directly from Licensor or from
a Licensor authorized dealer under an applicable and separately-executed Master Agreement (if
any). Licensee has been made aware of and offered an opportunity prior to purchase or lease of
the Software to review the terms of this Agreement. Licensee assumes all responsibility for theselection of the Software to achieve the Licensee’s intended results, and for the installation. use.
and results obtained from the Software.
1.DEFINITIONS
The following terms, when used in this Agreement, have the following meanings:
1. 1 Authorized Use means Licensee’s limited use of the Software or the outputs and
results derived therefrom in whatever form as specified in an addendum to this
EULA, when applicable.
1.2
1.3
Business Days means any weekday other than a day designated as a federal
holiday.
Cloud Software means any subscription-based Software license solely with
respect for Software offerings that are remotely accessed via a “cloud” network or
otherwise through an internet browser.
1.4 Confidential Information means the terms and conditions of this Agreement, the
Software and all of the software code (including, but not limited to, any third
party software licensed with the Software), the Software performance
information, Documentation, and any trade secrets, concepts, ideas,
improvements, processes, plans, designs, specifications, architecture, database
tables and structures, data record layouts, prototypes, models, methods, processes,
algorithms, Content, data bases, and all other business operational, financial and
Licensee information, whether patentable or not, that is (a) provided, developed,
conceived or in any way disclosed by either Party. Doble acknowledges that the
Customer must strictly comply with the Public Information Act, Chapter 552,
Texas Government Code in responding to any request for public information
related to this Agreement. This obligation supersedes any conflicting provisions
of this Agreement. All material submitted by Doble to the Customer shall
become property of the Customer upon receipt. Any portions of such material
claimed by Doble to be proprietary must be clearly marked as such.
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Determination of the public nature of the material is subject to the Texas Public
Information Act, chapter 552, and Texas Government Code .
1.5
1.6
Content means any information, business data, and any other materials provided
by Licensee and entered into and processed by the licensed Software.
Documentation means any and all manuals, written documents, or embedded
documentation, whether original, complete or partial copies, in electronic or paper
form, provided by Licensor related to the Software, including but not limited to
Product Manuals, training materials, requirements specifications, release notes,
and any other correspondence related to the installation and implementation of theSoftware.
1.7
1.8
EULA collectively means this Master End User License Agreement, all
Supplemental EULAs, and all other attachments and exhibits hereto.
Environment means the hardware, LAN, VPN and all third party operating and
database systems, as specified in separately-supplied document (solely for the
applicable Software) that are required to run and utilize the Software including
network applications, database servers, and the computer processor unit or
workstation used to operate, gain access to or view the Software or any outputsand results therefrom linked thereto.
1.9 Intellectual Property Rights means all patents, trademarks, service marks,
registered designs, applications for any of the foregoing, trade and business
names, unregistered trademarks and service marks, including goodwill in relation
to the foregoing, Know-how, copyright, database rights, rights in designs
(whether registerable or not), inventions, rights under licenses and consents in
relation to any such rights and rights of the same or similar effect or nature that
may be granted or recognized under United States, Canadian, or other foreign
legislation in any part of the world.
1.10 Know-how means the trade secrets, processes, techniques and methods of
working, all of a secret, confidential or proprietary nature which have been or are
being developed by Licensor and including without limitation all scientific,
engineering, information, expertise and manufacturing design and software
specifications designs or codes (whether object code or source code) in or to theMaterials.
1. 11 Licensee means an entity that is a signatory to this EULA or otherwise has
accepted this EULA’s terms and conditions, and granted a license to use the
Software as provided herein.
1.12 Licensor has the meaning assigned to it in the first paragraph of this Agreement.
1.13 Master Agreement means the Contract. The Master Agreement specifically
excludes any documents which do not originate from or are signed by Licensor
and specifically excludes any terms and conditions which may be automatically
attached to or referenced in a purchase order originating from Licensee.
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1.14 Materials means the Software and the Documentation.
1.15 Modifications includes any translation, abridgement, condensation, retrenchment,
revision, correction, improvement, enhancement, customization, expansion,
addition, update, upgrade, or other modification to the Materials.
1.16 Open Source Software or “OSS” means computer software components with its
source code made available and licensed with an open-source license in which the
copyright holder provides the rights to study, change, and distribute such software
components for hee to anyone and for any purpose. To the extent not expressly
restricted or reserved by the applicable OSS license, OSS as used herein does not
include any derivate works developed by Licensor.
1.17 Product Manuals mean the user guides and manuals for use of the Software.
1.18 Significant Defect is any reproducible and verifiable material error, defect,
bug, virus, design flaw or other malfunction (taking into account the severity and
technical difficulty in fixing the same) in the Software, which result from causeswithin Doble’s reasonable control and which have not resulted from the
inoperability, incompatibility, action or inaction when reasonably required under
the circumstances, of material supplied by Licensee
1.19 Software has the meaning assigned to it in the fIrst paragraph of this Agreement,
and as further defIned in the applicable Supplemental EULAs and applicable
Licensor quotation. Specifically with regard to InsideView DGA DiagnosticsTM,
this excludes any OSS, but includes all Modifications to such software which may
be provided to the User by Licensor at any time.
1.20 Source Code means a copy of the source code version of all parts of the Softwarein human-readable form and in machine-readable form on machine-readable
storage medium and which, when compiled, will produce the object code versionof the Software.
1.21 Supplemental EULA means the exhibit to this Master EULA that provides
additional license terms specific for Software that is expressly identified in the
applicable quotation and/or transaction document mutually agreed on by the
Licensor and Licensee. Terms in a Supplemental EULA shall have no effect on
any Software separately licensed under a different Supplemental EULA.
1.22 TAL means a license key provided by Doble to the User that enables the User toactivate and access certain functionalities of the Software for use with one
specific piece of equipment of the User.
1.23 Territory shall mean worldwide usage, subject to any restrictions on Territory
expressly stated on the face of the applicable purchase order, or in the applicable
software license agreement, as the case may be.
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1.24 Third Party Resource means a third party engaged by Licensee to integrate theSoftware into the Licensee’s business.
1.25 User means any person who is authorized by Licensee to access or use theMaterials.
2.INTELLECTUAL PROPERTY RIGHTS.
The Software expressly identified in the applicable Licensor quote and/or relateddocumentation License Grant in each instance are proprietary products of
Licensor and are protected by patent, copyright, trademark, trade dress, trade
secret, and/or other intellectual property laws and international treaty. As
between Licensee and Licensor, Licensee agrees that Licensor is the sole and
exclusive owner of the Software and Documentation and the intellectual property
represented thereby or contained therein.
2.1
2.2 Licensor or its suppliers retain ownership of the Materials, and any copies thereof,
and all related Intellectual Property Rights, including, without limitation, all rights
to any images, photographs, animations, videos, audio, text and "applets"
incorporated into the Materials.
2.3 Licensee and User are not permitted to create any modifications to or derivative
works based upon any portion of the Materials, unless such modification or
derivative work has been expressly authorized by the Licensor in writing.
2.4 The Materials, including without limitation, the structure, organization, user
interface, user experience, and code of the Software, contain information and
valuable trade secrets that are not generally known to the public. Licensee and
User will treat as confidential and preserve the confidentiality of the Materials and
will not disclose any portion of the Materials to any third party subject to the
Texas Public Information Act. The foregoing obligation does not apply to any
information that: (a) was already in Licensee’s possession prior to acquiring any
copy of the Materials, as shown by documentary evidence; (b) is or becomespublicly available through no fault of Licensee; or (c) is obtained by Licensee
from a third person who through no inducement by Licensee and without breach
by such third person of an obligation of confidence has obtained and disclosedsuch to Licensee. Information will not be deemed to be within the foregoing
exceptions merely because it is: (i) embraced by more general information in the
public domain or in the possession of the party receiving such information, or (ii)
a combination of individual items of information that could be pieced together toreconstruct such combination from non-confidential information.
2.5 Licensee agrees to secure and protect the proprietary rights of Licensor in the
Materials and all copies thereof (in whatever form), as long as clearly marked as
confidential, and to take appropriate action to secure and protect same by
instruction to, or agreement with its Users who are permitted access to the
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Materials. Licensee will not take any action which adversely affects Licensor’s
Intellectual Property Rights or other proprietary rights in the Materials.
2.6 If Licensee plans to utilize the services of a Third Party Resource in connection
with the implementation of the Materials in the Licensee’s business, prior to
disclosing the Materials or any portion thereof to such Third Party Resource,
Licensee will require that such Third Party Resource enter into a written non-
disclosure agreement containing terms at least as restrictive as those set forth in
this Agreement with regard to maintaining the confidentiality of the Materials. Inaddition to any limitations stated in Exhibit A herein, with regard to any such
utilized Third Party Resource (i) the Software shall only be used on devices that
Licensee owns and/or controls, (ii) Licensee has an express written agreement
with the Third Party Resource to provide Licensee with internal staff
augmentation and/or similar information technology services; (iii) such Third
Party Resource’s use of the Software is necessary; and (iv) Licensee remains nIlly
liable at all times for any so-retained Third Party Resource’s use of the Software.
2.7 Open Source Software. In the event that the Software contains any OSS, this
EULA is provided to the Licensee inclusive of the applicable OSS license(s),
which are incorporated herein by reference. Licensee’s use of such software shallbe additionally and expressly subject to the terms and conditions of the applicable
OSS. Licensee may view the terms of the OSS at
https://www.doble.com/privacy-policy-legal-disclosures/doble-software-
information-resources/, or contact Doble for additional information.
2.7.1 Specifically with regard to any OSS that may be included in the Software, the
OSS is provided “as is”, without warranty of any kind, express or implied,
including but not limited to the warranties of merchantability, fitness for a
particular purpose and non-infringement. In no event shall Licensor, or the
authors or copyright holders of the OSS, be liable for any claim, damages, or
other liability, whether in an action of contract, tort, or otherwise, arising from,
out of or in connection with the OSS, or the use or other dealings in the OSS.
3. LICENSE CRANT.
3 . 1 The Licensor grants a limited license to the Software (“License Grant”) as
expressly identified in the applicable Supplemental EULA Exhibit to this MasterEULA
3.2 Except to the extent expressly provided in the applicable Supplemental EULA,
each License Grant shall be subject to the following limits:
3.2.1 Term and Termination
3.2.1.1 Term. The License Grant shall be perpetual and irrevocable (subject to
tmcured material breach), except for a subscription-based License Grant
which shall be for the time period as expressly provided in the applicable
quotation document from Licensor to Licensee.
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3.2.1.2 Termination For Cause. The Licensor may terminate the License Grant
for Cause upon providing written notice to the Licensee in the event that
Licensee:
3.2.1.2.1 is in violation of any laws that may apply to the License Grant
including, but not limited to U.S. Export Administration Regulations,
and the U.S. FCPA;
3.2.1.2.2 has caused, or allowed to cause, the uncured infringement of the
Software;
3.2.1.2.3 has failed to make the applicable payment of the undisputed
License Fees; or
3.2.1.2.4 voluntarily or involuntarily suspends, terminates, winds-up, or
liquidates its business, becomes subject to any bankruptcy or
insolvency proceeding or its equivalent under applicable law; or
becomes insolvent or subject to direct control by a trustee, receiver, or
similar authority.
3.2.1.3 Effect of Termination. On and after the effective date of any termination
of the EULA, Licensee and User shall cease all use of the Materials.
Within ten (10) days of the effective date of termination of this EULA,
Licensee will, at its own expense: (a) return to Licensor (or destroy) all
Documentation and other tangible Materials provided by Licensor
hereunder; (b) erase and delete all copies of any non-tangible Materials
from all computer memories or other electronic devices in Licensee’s
possession or control; and (c) provide a certificate signed by one of
Licensee’s officers attesting to such return, destruction, and deletion.
Licensee shall remain liable to Licensor for all charges, obligations, and
liabilities that accrue or arise under this EULA from any event,
occurrence, act, omission, or condition transpiring or existing prior to the
effective date of such termination.
4.LICENSE FEES AND PAYMENT TERMS.
Licensee will pay Licensor the license fees set forth in the applicable quotation
document for the Materials (the “License Fees”). The License Fees are due and
payable to Licensor upon completion of delivery of the Materials to Licensee, and
are owed by Licensee regardless of the early termination of the EULA for any
reason. If Licensee has elected to purchase maintenance and support for the
Software, the applicable Fees are payable as set forth in the separately-executed
maintenance and support documentation.
4.1
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4.2 Each invoice from Licensor will state the basis for any License Fees included
therein. Licensee will pay all amounts set forth on each such invoice in
immediately available U.S. funds within thirty (30) days of receipt of the invoice
except as expressly agreed on in writing by the parties to the contrary. Amounts
not paid within thirty (30) days of the date of invoice will be subject to a late
charge of one and one-half percent (1.5%) per month (eighteen percent (18%) per
year) or any applicable legal maximum, whichever is less. Late charges are
intended as reasonable estimates of the amounts necessary to compensate
Licensor for costs and losses associated with delays in payment, and not as
penalties. In addition, Licensee must immediately reimburse Licensor for all
direct and documented costs and expenses (including any reasonable attorney
fees) Licensor incurs collecting any past due amounts owed by Licensee.
4.3 In the event Licensee fails to pay Licensor any sum when due, Licensor may,
without prior notice and without waiving or limiting any other remedies to which
it may be entitled to hereunder, in law or in equity, terminate the licenses granted
herein and/or discontinue all further training, support, maintenance or other
services including, without limitation, issuing software upgrades and
enhancements until such time as all amounts due have been paid in full.
4.4
4.5
The License Fees exclude all Taxes.
Except as otherwise expressly set forth in the Supplemental EULA, (a) the
License Fees are non-refundable, and (b) upon any termination of this EULA for
any reason, all remaining amounts of the License Fees not paid by Licensee will
immediately become due and payable.
5.CONFIDENTIALITY.
Licensor and Licensee may have a proprietary interest in certain Confidential
Information fUrnished to each other pursuant to this Agreement. Licensee and
Licensor shall keep in confidence and shall not disclose, without prior written
consent of the other party, any such Confidential Information of the other party,
provided it is identified in writing as Confidential Information, or if as a written
follow-up to any oral or visual disclosure by one party to the other that the subject
matter disclosed was Confidential.
5.1
5.2 Licensor and the Licensee shall protect each other’s Confidential Information
with at least the same degree of care and confidentiality, but not less than a
reasonable standard of care, which the receiving party utilizes for its own
confidential information.
5.3 No party bears a responsibility for safeguarding information that is a) publicly
available, b) demonstrably already in the receiving party’s possession prior such
receipt, c) obtained by either party from third parties not under a duty ofContract # 8350
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nondisclosure, d) independently developed by either party without reference to
the Confidential Information, or e) required to be disclosed by order of a court or
other governmental entity, or per applicable law, including public disclosure law.
If either party is so requested or required to disclose any Confidential
Information, the party receiving the request will provide the other party with
prompt notice of such request. Under no circumstances will either party have any
responsibility or obligation whatsoever to initiate, defend against or otherwise
cooperate or participate in any such action, claim, suit, arbitration or proceeding
relating to the Confidential Information.
5.4 In the event either party knows or should reasonably know that any third party has
gained unauthorized access to the Software, Documentation, or other Confidential
Information hereunder, the knowing party shall immediately notify the other party
in writing of the full particulars of such access or disclosure.
5.5 Upon the written request of a party, and in any event upon termination of the
Agreement, each party, shall, at the request of the other, either return all of the
Confidential Information of the other party in its possession, including all
originals, copies and records thereof, or furnish to the requesting party an officer’s
certificate of destruction of the other party’s Confidential Information. For the
purposes of clarification, any Licensee data maintained in Licensor’s system shall
remain solely owned by Licensee. Notwithstanding the aforementioned, Licensor
shall be allowed to retain certain Licensee testing data solely for Licensor’s
internal, anonymized, and aggregated analysis purposes.
5.6 In the event that disclosure of a party’s Confidential Information occurs or is
threatened, the other party will be entitled (in addition to any and all other
remedies) to seek injunctive relief, specific performance and other equitable
remedies upon posting a bond or other security.
5.7 Doble acknowledges that the Customer must strictly comply with the Public
Information Act, Chapter 552, Texas Government Code in responding to any
request for public information related to this Agreement. This obligation
supersedes any conflicting provisions of this Agreement. All material submitted
by Doble to the Customer shall become property of the Customer upon receipt.
Any portions of such material claimed by Doble 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 .
6. PRIVACY POLICY.
6. 1 The Licensor continually seeks to improve its product offerings, and generally
improve the usage of the users of the Software. For that purpose, Licensor has
incorporated third party analytic tools (collectively referred to as “cookies”)
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within the Software that tracks general user activities. These cookies are used to
store anonymous, non-personally identifiable information. The cookies are
utilized for the purpose of measuring general usage of the Software over time,
continuity of the Software, and anti-fraud and information security purposes.
6.2 Licensor does not share any information with third parties. The cookies will be
activated upon download of the Software, but can may be disable by the Licensee
at any time. Browser add-ons are available to users who wish to opt-out of this
data collection (https://tools.google.com/dlpage/gaoptout), and users may also
refer to the help information in their browser software for instructions on how todisable the cookies.
6.3 The internet protocol address of the electronic device accessing the software isobfuscated in the communication sent to the server. In addition. the data collected
by the cookies is securely stored, remotely on a server in a secure warehouse.
The data is aggregated and presented meaningfully for use by the Licensor, and
cannot be reverse engineered to access the identity of any one individual, entity,
product, and/or associated private data.
7.U. S. GOVERNMENT END USERS.
The Materials are “commercial items” as that term is defined at 48 C.F.R. 2.101,
and if Software is licensed hereunder, the Software consists of “commercial
computer software” and “commercial computer software documentation” as suchterms are used in 48 C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48
C.F.R. 227.7202-1 through 227.72024, all U.S. Government end users acquire
the right to use and access the Materials with only those limited rights set forthherein
7.1
8.HICH RISK ACTIVITY.
Licensee is solely responsible for the accuracy and adequacy of the Materials for
Licensee’s intended use. The Materials are not fault-tolerant and are not designed
or intended for use in hazardous environments requiring fail-safe performance,
including without limitation, directly operating nuclear facilities, air or space
travel, direct operation or design of power plants or, communication systems,
weapons systems, life support or medical operations or machines, or any other
application in which the failure of the Materials could directly lead directly to
death, personal injury, or severe physical or property damage (collectively, "High
Risk Activities"). Licensor expressly disclaims any express or implied warranty of
fitness for High Risk Activities and will have no liability for any such activities
including, but not limited to, not using Software in conjunction with testing underload, which Licensor neither recommends nor condones.
8.1
9. EXPORT CONTROL.
9. 1 The Materials are subject to the U.S. Export Administration Regulations,
Canadian export laws, as well as the comparable export laws of any and all other
nationality that may have jurisdiction over the transaction(s) contemplated by this
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Agreement. Licensee and User may not export, import or transfer the Materials
contrary to U.S. or other applicable laws, whether directly or indirectly, and will
not cause, approve or otherwise facilitate others such as agents or any third parties
in doing so. Licensee and User agree not to use or transfer the Materials for end
use relating to any nuclear, chemical or biological weapons, or missile technology
unless authorized by the U.S. Government by regulation or specific license.
Additionally, Licensee and User acknowledge that the Materials are subject to
export control regulations in the European Union and Licensee and User hereby
declare and agree that the Materials will not be used for any other purpose than
civil (non-military) purposes. The parties agree to cooperate with each other with
respect to any application for any required licenses and approvals, however,
Licensee acknowledges that it is its responsibility to comply with any and all
export and import laws and that Licensor has no responsibility within the original
country of sale. If the Software is identified as an export-controlled item under
the applicable export laws, Licensee represents and warrants that it is not a
citizen, or otherwise located within an embargoed nation, and that it is not
otherwise prohibited under the applicable export laws from receiving the
Software. All rights to use the Software are expressly contingent and conditioned
upon the previously stated representations and warranties, and a breach of the
same shall result in Licensee immediately forfeiting all such rights.
Compliance with Laws. Each party agrees to comply with all applicable local,
state and federal laws and executive orders and regulations in the performance of
this Agreement. Licensor shall indemnify Licensee against any loss, cost, damage
or liability by reason of such party’s violation of this section. Specifically, neither
the party nor any of its subsidiaries nor, to the knowledge of the applicable party,
any director, officer, agent, employee or affiliate of the party or any of its
subsidiaries is currently subject to any U.S. sanctions administered by the Office
of Foreign Assets Control of the U.S. Treasury Department (“OFAC’)', and
neither party will directly or indirectly use the proceeds of the offering, or lend,
contribute or otherwise make available such proceeds to any subsidiary, joint
venture partner or other person or entity, for the purpose of financing the activities
of any person currently subject to any U.S. sanctions administered by OFAC.
9.2
10.INDEMNrFICATION.
10.1 Infringement Claims . Licensor will indemnify and hold Licensee harmless and
will defend or settle any claim, suit or proceeding brought against Licensee that is
based upon a claim that the Software infringes the Intellectual Property Rights of
a third party ("Claim"), but only to the extent that such Claim arises directly out
of the use of the Software except for any infringement claim resulting from (a)
adherence to Licensee’s specifications, drawings or instructions; (b) a
combination of the Software with other equipment, software, or processes; (c)
modifications of the Software by Licensee; or (d) Licensee’s willful, knowing or
deliberate infringement of any Intellectual Property Rights. Licensee must notify
Licensor in writing of any Claim within ten (10) business days after Licensee first
receives notice of the Claim, and Licensee must cooperate with Licensor as
Licensor may reasonably request from time to time in connection with the defense
of the Claim. Licensor will have sole control over any Claim (including, without
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limitation, the selection of counsel and the right to settle on Licensee’s behalf on
any terms Licensor deems desirable in the sole exercise of its discretion).
Licensee may, at Licensee’s sole cost, retain separate counsel and participate in
the defense or settlement negotiations. Licensor will pay actual damages, costs,
and legal fees awarded against Licensee (or payable by Licensee pursuant to a
settlement agreement) in connection with a Claim to the extent such damages and
costs are not reimbursed to Licensee by insurance or a third party, to an aggregatemaximum equal to Licensee’s purchase price for the Software.
10.2 If the Software, any portion thereof, or the use thereof, becomes the subject of aClaim or if use of the Software or any portion thereof is enjoined, or if in the
opinion of Licensor’s legal counsel the Software is likely to become the subject of
a Claim, Licensor may attempt to resolve the Claim by using commercially
reasonable efforts to modify the Software or obtain a license to continue using the
Software. If in Licensor’s opinion the Claim, the injunction or potential Claim
cannot be resolved through reasonable modification or licensing, Licensor, at its
own election, may terminate this Agreement (including all rights granted
hereunder) without penalty, and refund to Licensee on a pro rata basis (calculatedover three years) any fees paid in advance by Licensee to Licensor. THEFOREGOING OBLIGATIONS SET FORTH IN SECTIONS 8.1 AND 8.2CONSTITUTE LICENSOR’S SOLE AND EXCLUSIVE LIABILITY FORINTELLECTUAL PROPERTY INFRINGEMENT.
10.3 Licensee will defend, indemnify, and hold Licensor and its directors, officers,
agents, employees, members, subsidiaries, and affiliates harmless from and
against any claim, action, proceeding, liability, loss, damage, cost, or expense
(including, without limitation, reasonable legal fees and expenses), arising out of
or in connection with Licensee’s or User’s use of the Materials (except with
regard to any indemnification obligations of Licensor as provided in Section 8.1),
including without limitation, any damages Licensor may suffer or incur by reason
of the breach of any of the provisions of this Agreement by the Licensee, itsemployees, agents or sub-contractors howsoever caused or the acts, omissions or
negligence of Licensee, its employees, agents and sub-contractors
11.LIMITATION OF LIABILITY.
11.1 TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NOEVENT IS LICENSOR LIABLE FOR ANY SPECIAL, INCIDENTAL,INDIRECT OR CONSEQUENTLAL DAMAGES WHATSOEVER(INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OFBUSiNESS PROFITS OR REVENUE, BUSINESS INTERRUPTION, LOSS OFBUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS)ARISING OUT OF THE USE OF OR INABILITY TO USE THE MATERIALS
OR THE PROVISION OF OR FAILURE TO PROVIDE SUPPORT SERVICES,EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OFSUCH DAMAGES. LICENSOR’S ENTIRE LIABILITY UNDER ANYPROVISION OF THIS AGREEMENT IS LIMITED TO THE AMOUNTACTUALLY PAID BY LICENSEE FOR THE MATERIALS. Because some
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states and jurisdictions do not allow the exclusion or limitation of liability, the
above limitation may not apply to Licensee. In such states and jurisdictions,
Licensor’s liability is limited to the greatest extent permitted by law.
12.FORCE MAJEURE.
12. 1 Licensor will not be responsible for any failure in the performance of its
obligations under this Agreement to the extent that such failure is due to causes
beyond Licensor’s control including, but not limited to, acts of God, war, acts of
any government or agency thereof, fire, explosions, strikes, delivery services,
telecommunication providers, strikes, labor difficulties, lockouts, embargoes,
severe weather conditions, delay in transportation, or delay of suppliers or
subcontractors. In addition, Licensor shall not be liable or responsible to the
extent Licensor’s performance under these terms and conditions is prevented,
delayed or hindered by any pandemic, epidemic or outbreak of widespread illness
on a local, national or international scale, or any new or escalated circumstances
related thereto outside of Licensor’s reasonable control, including without
limitation quarantines, transportation disruptions, government imposed
restrictions, labor shortages or delays or failures of performance by Licensor’s
suppliers or carriers. In the event of an occurrence under this Section, Licensor
will be excused from any further performance or observance of the requirements
so affected for as long as such circumstances prevail and Licensor continues to
use commercially reasonable efforts to recommence performance or observance
whenever and to whatever extent possible without delay. Licensor shall
immediately notify the City of Denton Procurement Manager by telephone (to be
confirmed in writing within five (5) calendar days of the inception of such
occurrence) and describe at a reasonable level of detail the circumstances causing
the non-performance or delay in performance.
13. TERMINATION
13. 1 Termination upon Event of Default. Licensor is entitled to terminate this EULA
immediately upon written notice to Licensee if the Licensee:
13.1.1 breaches any covenant, obligation, representation, or warranty under this EULA
and fails to cure such breach within thirty (30) days after Licensee’s receipt ofwritten notice thereof from Licensor;
13.1.2 breaches any covenant, obligation, representation, or warranty under this EULArelating to confidentiality, scope of use, use restrictions, or proprietary rights
(including Intellectual Property Rights), it being agreed that any such breach willbe deemed a material breach of this EULA;
13.1.3 fails to pay any sum due to Licensor within ninety (90) days after the due date set
forth on any invoice from Licensor; or
13.1.4 assigns or purports to assign the whole or any part of this EULA other than as
expressly permitted by this EULA.
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13.1.5 Either party may terminate this EULA upon written notice to the other party if the
other party voluntarily or involuntarily suspends, terminates, winds-up, or
liquidates its business, becomes subject to any bankruptcy or insolvency
proceeding or its equivalent under applicable law; or becomes insolvent or subject
to direct control by a trustee, receiver, or similar authority upon the occurrence of
such event and/or may exercise any and all other rights and remedies under this
EULA, at law, or in equity.
13.1.6 Effect of Termination. On and after the effective date of any termination of this
EULA, Licensee and User shall cease all use of the Materials. Within ten (10)
days of the effective date of termination of this EULA by either party, Licensee
will, at its own expense: (a) retuJm to Licensor (or destroy) all Documentation and
other tangible Materials provided by Licensor hereunder; (b) erase and delete all
copies of any non-tangible Materials from all computer memories or other
electronic devices in Licensee’s possession or control; and (c) provide a
certificate signed by one of Licensee’s officers attesting to such return,
destruction, and deletion. Each party shall remain liable to the other party for all
charges, obligations, and liabilities that accrue or arise under this EULA from any
event, occurrence, act, omission, or condition transpiring or existing prior to theeffective date of such termination
14.NoTICE. Any notice required or permitted under the terms of this Agreement or
required by law must be in writing and must be (a) delivered in person, (b) sent by
first class certified mail, or air mail, as appropriate, (c) sent by overnight air courier,
in each case properly posted and fully prepaid to the appropriate address set forth
below, or (d) sent by email or similar electronic communication. Either party maychange its address for notice by notice to the other party given in accordance with this
section. Notices will be considered to have been given at the time of actual delivery
in person, certificate of confirmed receipt via mail as set forth above, one (1) day
after delivery to an overnight air courier service, or confirmed receipt of electroniccornrnunrcatron.
If to Licensor:
Doble Engineering Company123 Felton Street
Marlborough, MA 01752
Ann: Jonathan O. Nilsen. Esq., Senior Counsel
If to Licensee:
City of Denton
1685 Spencer Road
Denton, TX. 76205Attn: Mark Zimmerer
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15. ENTIRE AGREEMENT.
15.1 This Agreement constitutes the entire agreement between the parties with respect
to the subject matter hereof, and supersedes all other prior and contemporary
agreements, understandings, trade usage, courses of dealing, and commitments
between the parties regarding the subject matter of this Agreement. This
Agreement may not be modified or amended except by a written instrument
executed by the parties. In particular, any provisions, terms, or conditions
contained in Licensee-provided documents including without limitation any
purchase order issued by Licensee, that are in any way inconsistent with or in
addition to the terms and conditions of this Agreement will not be binding uponLicensor.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates set forth
above.
Doble Engineering Company City of Denton “Licensee”
By
Name
Title
By
Name
Title
Exhibit A
Supplemental EULA for Subscription-Based Software License
1.LICENSE GRANT
1.1. The Licensor hereby provides the Licensee with a license to the Software limited to the
subscription time period stated in the applicable Licensor quote or applicable
documentation. The License Grant shall automatically renew for the term of the
Contract unless Licensee provides Licensor written notice of non-renewal at least sixty
(60) days in advance of the anniversary of the renewal date. For the purposes of
clarification, Cloud Software shall be licensed to Licensee in accordance with this
Supplemental EULA, and as further detailed in the applicable documentation.
1.2. Except to the extent expressly stated otherwise in the applicable Licensor quote or
related documentation, the License Grant to the Software shall be non-exclusive, non-
transferable or assignable except as expressly authorized by Licensor in writing, limitedto the Licensee’s facility(ies) at which the Software was originally accessed, installed, or
uploaded, with no ability to sub-license, rent, lease, time-share, or otherwise make
available to a 3rd party for its commercial use. Licensor may provide its written consent
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to allow Licensee to make the Software available to a Third Party Resource only up to
the extent that (i) the Software shall only be used on devices that Licensee owns and/or
controls, (ii) Licensee has an express written agreement with the Third Party Resource to
provide Licensee with internal staff augmentation and/or similar information technology
services; (iii) such Third Party Resource’s use of the Software is necessary; and (iv)
Licensee remains fully liable at all times for any so-retained Third Party Resource’s useof the Software.
Licensor’s Reservation of Rights. Licensor reserves all rights in and to the Software not
expressly granted to Licensee in this EULA, and no other licenses or rights are granted
by implication, estoppel, or otherwise. In addition, and without limiting the foregoing
reservation of rights, Licensee’s and User’s use of the Software is subject to the
following restrictions:
1.3.1. Licensee and User may not reverse engineer, decompile, or disassemble the
Software, except to the extent the foregoing restriction is expressly prohibited by
applicable law;
1.3.2. Licensee and User may not modify, or create derivative works based upon, or
merge into another program, the Software in whole or in part;
1.3.3. Licensee may only make the Software available for access or use by Users;
1.3.4. Licensee and User may not loan, rent, lease, sublicense, distribute or otherwise
transfer all or any portion of the Software to any third party except as expressly
permitted herein and understands that any such unpermitted action shall
immediately terminate all rights to the Software;
1.3.5. Licensee and User may not, directly or indirectly, encumber or suffer to exist any
lien or security interest of any nature on the Software, or take any action that would
cause the Software to be placed in the public domain;
1.3.6. Licensee and User may not remove any proprietary notices, labels, trademarks, or
markings on or contained in the Software;
1.3.7. Licensee and User may not disclose, reproduce, transmit, use, distribute, make
available, modify, or store the Materials in any retrieval system, in any form or by
any means (electronic, photocopying, recording, scanning, or otherwise) for any
purpose, except as expressly permitted by Licensor.
1.3.8. Licensee and User must reproduce and include any Licensor copyright notice in
every copy of the Software.
1.4. Subject to this EULA, Licensor grants Licensee a limited license to use as many copies
of the Software as indicated on the applicable Licensor invoice (number of licenses,
seats) on single-user computers or on workstations/terminals of a local area network.
Each copy of the Software on a single-user computer or on a workstation/terminal of a
local area network, whether executing from memory or store on a hard disk or other
storage device, must be separately licensed. Any distribution to other persons or
companies outside Licensee is strictly forbidden except as expressly authorized by
Licensor. If the Software package contains more than one media type, Licensee is
licensed to use only one of the media forms except to the extent the Licensor expressly
agrees inwriting to license more than one media format.
1.4.1. Notwithstanding the provisions of this Section, Licensee may copy the Software
or parts thereof as often as is reasonably necessary as part of a regularly scheduled
incremental or hIll system backup. Licensee may copy all or any part of the
Documentation as is reasonably necessary for its own internal use and in furtherance
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of this Agreement, so long as all titles, trademark symbols, copyright symbols and
legends, and other proprietary markings are reproduced exactly as they appear in the
Documentation. Further, Licensor, in its sole discretion, may provide written
authorization for additional scope(s) and method(s) of copying and/or distribution ofthe Software
1.4.2. Notwithstanding the provisions of this Section, the Licensor may provide theLicensee express authorization to re-sell or otherwise procure the Software from
Licensor for the express purpose of providing to a third-party end user. Any such
re-selling of the Software to a third party end user shall only be valid if a) Licensor
provides its express written authorization, b) Licensee has satisfactorily completedLicensor’s documentation properly identifying the end user and the applicable end
use; and c) such end user has been cleared through Licensor’s due diligence
background screen,
1.4.3. The limited license to use copies of the Software as provided in Section 1.4 in this
Supplemental EULA shall not apply to any of Licensor’s Cloud Software. The
scope of Licensee’s access to Cloud Software shall be limited to the number oflicensed individual seats, block of seats, or other instances as expressly detailed in
the applicable documentation.
2. WARRANTY
2.1. Licensor has all right, title, and interest in the Software and Documentation necessary to
make the grant of license to Licensee contemplated in this Agreement.
2.2. The Software furnished under the Agreement will perform in substantial compliance
with the written materials accompanying the Software.
2.3. Licensor will not be liable for any breach of the warranties set out herein if and to the
extent to which the relevant breach is attributable to:
2.3.1. use of the Software, in any manner or for any purpose which is not permitted
under this EULA;
modification of the Software without the prior written consent of Licensor;
the Software not being used in accordance with the Documentation;
any negligence on the part of the Licensee relating to the use of the Software;
any other event or circumstance beyond the reasonable control of Licensor, or
any failure of the Software to comply with the Software Warranty which is
caused by the Licensee’s data or systems.
2.3.2
2.3.3
2.3.4
2.3.5.
2.3.6.
2.4. If the Licensee reports to Licensor a Significant Defect in writing to Licensor, and
Licensor is unable to correct it within ninety (90) business days of the date the Licensee
reports the Significant Defect, the Licensee may return the Software and accompanying
materials, and Licensor will credit the purchase price towards future purchases.
2.5. Licensor will replace, at no charge, defective tangible media and product materials that
are returned within ninety (90) calendar days of the original shipping date.
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2.6. THE FOREGOING, TOGETHER WITH ALL EXPRESS WARRANTIES
CONTAINED iN ANY STATEMENT OF WORK HEREUNDER OR OTHERWISE
INCORPORATED HEREIN, CONSTITUTES AND EXPRESSES THE ENTIRESTATEMENT OF THE PARTIES WITH RESPECT TO WARRANTIES.
3.TERMINATION FoR CONVENIENCE. Licensee may terminate or not renew the License Grant
for its convenience upon the anniversary of the original License Grant. For the purposes of
clarification, prior to the License Grant anniversary date, no purported termination or non-
renewal of the License Grant shall become effective, nor shall Licensee receive any refund or
credit of the License Fees (whether in whole or in part).
3.1. EFFECTS OF TERMINATION
3.1.1. Effective Date of Termination. If either Licensor or Licensee terminates this
agreement as provided herein, termination will become effective immediately or on
the date set forth in the written Notice of Termination.
3.1.2. Survival of Contract Provisions. Termination of this Agreement by either
party will not affect the provisions regarding Licensee’s or Licensor’s treatment of
Confidential Information, the provisions of Section 1.3, the payment of amounts
due, or provisions limiting or disclaiming liability, which provisions will survive
termination of this Agreement for a period of five (5) years.
3.1.3 . Licensee’s Return or Destruction of Materials. No later than thirty (30)
calendar days after the date of termination or discontinuance of this EULA for any
reason whatsoever, Licensee shall either (1) return to Licensor any Confidential
Information of Licensor in its possession that is in tangible form or (2) destroy all
such Licensor Confidential Information in its possession in tangible form. Licensee
shall furnish Licensor with a certificate signed by an officer or director of Licensee
verifying that such has been done.
4. Any maintenance and support that Licensor may provide to Licensee for the Software will be
subject to a separate transaction between Licensee and Licensor, which will be renewable on
an annual basis, or as otherwise detailed in the applicable Licensor-issued document.
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Exhibit B
Supplemental EULA for Perpetual Software License1. LICENSE GkANT.
1.1. Except to the extent expressly stated otherwise in the applicable Licensor quote or
related documentation, the License Grant to the Software shall be perpetual, irrevocable
(subject to any uncured material breach by the Licensee), non-exclusive, non-
transferable or assignable except as expressly authorized by Licensor in writing, limited
to the Licensee’s facility(ies) at which the Software was originally accessed, installed, or
uploaded within the United States and Canada, with no ability to sub-license, rent, lease,
time-share, or otherwise make available to a 3rd party for its commercial use. Licensor
may provide its consent to allow Licensee to make the Software available to Third PartyResource(s only up to the extent that (i) the Software shall only be used on devices that
Licensee owns and/or controls, (ii) Licensee has an express written agreement with an
identified Third Party Resource to provide Licensee with internal staff augmentation
and/or similar information technology services; (iii) such Third Party Resource’s use of
the Software is necessary; and (iv) Licensee remains fully liable at all times for any so-
retained Third Party Resource’s use of the Software.
Subject to this EULA Licensor grants Licensee a limited license to use as many copies
of the Software as indicated on the applicable Licensor invoice (number of licenses,
seats) on single-user computers or on workstations/terminals of a local area network.
Each copy of the Software on a single-user computer or on a workstation/terminal of a
local area network, whether executing from memory or store on a hard disk or other
storage device, must be separately licensed. Any distribution to other persons or
companies outside Licensee is strictly forbidden, except to the extent that Licensor
expressly authorizes any such distribution in writing, in advance. If the Software
package contains more than one media type Licensee is licensed to use only one of the9
media forms except to the extent the Licensor expressly agrees in writing to license more
than one media format.
1.3. Key Code. If the Software requires a key code or encryption key for activation of any
portion (a “Key Code”), Licensor shall promptly provide Licensee with such key code to
enable Licensee to activate portions of the Software. Licensee may not re-license,
reproduce or distribute any Key Code except with the express written permission ofLicensor.
1.4. Compliance with Laws and Instructions. Licensee and User will comply with applicable
law and Licensor’s instructions regarding the use, reproduction, and distribution of the
Software as dictated by this EULA. Licensee agrees to notify Users who may haveaccess to the Software of the restrictions contained in this EULA and to ensure their
compliance with these restrictions.
2. WARkANTY
2.1. Licensor has all right, title, and interest in the Software and Documentation necessary to
make the grant of license to Licensee contemplated in this Agreement.
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2.2. The Software furnished under the Agreement will perform in substantial compliance
with the written materials accompanying the Software.
2.3. Licensor will not be liable for any breach of the warranties set out herein if and to the
extent to which the relevant breach is attributable to:
2.3.1. use of the Software, in any manner or for any purpose which is not permitted
under this Agreement;
modification of the Software without the prior written consent of Licensor;
the Software not being used in accordance with the Documentation;
any negligence on the part of the Licensee relating to the use of the Software;
any other event or circumstance beyond the reasonable control of Licensor, or
any failure of the Software to comply with the Software Warranty which is
caused by the Licensee’s data or systems.
2.3.2
2.3.3
2.3.4
2.3.5.
2.3.6.
2.4. If the Licensee reports, in writing, a Significant Defect to Licensor, and Licensor is
unable to correct it within ninety (90) business days of the date the Licensee reports the
defect, the Licensee may return the Software and accompanying materials, and Licensor
will credit the purchase price towards future purchases.
2.5. Licensor will replace, at no charge, defective tangible media and product materials that
are returned within ninety (90) calendar days of the original shipping date.
2.6. THE FOREGOING, TOGETHER WITH ALL EXPRESS WARRANTIESCONTAINED IN ANY STATEMENT OF WORK HEREUNDER OR OTHERWISE
INCORPORATED HEREIN, CONSTITUTES AND EXPRESSES THE ENTIRESTATEMENT OF THE PARTIES WITH RESPECT TO WARRANTIES.
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DOBLE ENGINEERING COMPAFW
MASTER TERMS AND CONDITIONSRev.030232020
b Doble Company, expresslyincluding all and similar affiliates, will be collectivelyreferred to as "Doble", and the person or company purchasing Products will be
referred to as "Buyer". “Goods“ shall be as defined in Article 2 of the UniformCode, as it may be amended from time to time shall
mean the work to be performed in any contract Uansactian except to the extent
includes the transfer of legal ownership over a Good orany such
Goods from Doble to Buyer in exchange for money. Such transfer of ownershipis hereby defined as a sale of Goods as opposed to a sale of Services. All Goods
and Services sold by Doble to Buyer will be referred n as “Products”. The terms
and conditions stated below apply to all sales of the Products. Except for thoseterms and conditions identified below which are expressly subject to altemativeterms set out in the applicable quote and/or order it is expresslythat any different or additional terms proposed by Buyer orcontained on any purchase order or other document submitted by Buyer arehereby Inapplicable and void and, unless
rex/grIT:nT
acknowledged and acceptedby Doble in writing that no other acknow by Doble of, or reference byDoble to, or by Dot>Ie under, any purchase order of Buyer shall be
deemed to be an acceptance by Doble ofany term additional or conuary to theseterms or conditions. If the parties desire b incorporate any term that is differenlhom or additional to the terms set forth herein, such agreement must be set forth
in a separate writing established solely for the pu4>cse of such amending of
terms and siwed by an officer of Dot>Ie. All Products containing or consistingof software (“Software Products“) are furnished subject to Buyer’sof the terms and conditions contained in Doble’s End User Software License
(“EULA”) and/or Software License Agreement (“SLA”) contained
a copy of thistherein, for the applicable Software Product. Doble will provideEULA and/or SLA in advance of any purchaseupon Buyer request. For theavoidance of doubt, the terms of this document are supplemental to anyapplicable Doble issued quotation, and, in the event of any conflicts between a
quotation and this document, the terms of any such quotations hereby takepriority over the terms of this document,2 Doble will issue a quotation for each Productes a
request setting forth the price of the Products. Quotations are valid for the period
of time specified in the applicable quotation. Prices do not include any federal,state, provincial or local property, license, privilege> sales) use1 excise7 impor\export, transport, VAT, gross receipts, or other like taxes which may now orhereafter be applicable. Buyer shall be for the payment of all suchtaxes of any nature now or hereafter levied by anyauthodtY anWhere in the world. Pawent is due net 30 days from date ofissuance of invoice; provided that Doble reserves the right to require alternate
payment terms, dependent upon review of Buyer’s credit Doblemay, in addition to any other remedy available under applicable lan,p charge
half percent (1 %%) perBuyer interest at the lesser of the rate of one and one
aid withinmonth or the highest rate allowed by applicable law for amounts not p
the foregoing terms. IfDoble shall at any time doubt Buyer's financial condition
and its ability to pay for the cost of the Product(s)1 Doble may demand adequateassurance of due or decline to make any further shipments of
Goods or SUppIY anY Rrrther Services except upon receipt of cash payment in
advance or security. IfDoble demands adequate assurance of due performanceand the same is not forthcoming within 10 days after the date ofDoble’s demand
Doble may, at its option: (i) continue to defer nrrther shipments of Goods orsupply of Services under any order from Buyer whichhas been accepted byDoble until adequate assurance is received7 or (ii) cancel any orders
from Buyer which have been accq)ted by Doble and heat as a byBuyer pursuant to Section 12(b) herein.For all Buyer purchases of any equipmentp Buyer herebygrants Doble a security interest in the Products> and all proceeds thereof and
accessions thereto, to secure payment of the purchase price for the Products and
all other charges and costs for which Buyer is responsible hereunder. At Doble's
direction, Buyer shall, aam time to time) do all acts necessary or 10
protect Doble's security interest herein created and Buyer shall execute anddeliver to Doble aII Uniform Code Financing (“UCCs”)(or in cases where the Products are shipped b countries outside of the USA,
such foreign countries functional equivalents of a UCC including the CanadiurPersonal Property Security System, when applicable) which Doblemay deem necessary to protect its rights and interests as set forth herein. Buyer
hereby inevocab
site for all Manta Test Systems Ltd. Products shall be Mississauga) Ontario
Except as specified hereIn thisunless otherwise identified at the time of order
section. title and risk of loss including payment of all and
insurance cost pass to Buyer at Doble’s door.Buyer will choose the freight
f delivery; provided, howeverforwarder, customs broker, carrier and means o
that Doble, in its sole discretion, maintaIns the ability to reject Buyer’s selection
of delivery. If Dobleof freight forwarder, customs broker, carrier and meulsrejectsBuyer’s selection of any of the abovel Buyer will desigllate an alternativecarrier, broker or means of delivery that is acceptable to Doble. Buyer isresponsible for filing any claims with aeight customs brokers or
carriers. If the Products are to be exported, Buyer will be for all
export charges, consular and customs declarations and will be responsible f01penalties resulting from errors or omissions thereon. Buyer shall not re.expor1the Product or any goods or items which the Product if the re-exportwould violate either United States or Canadian export laws, as applicable.No that risk of loss of the Products pass to Buyer at Doble’s dooR
the Products shall remain the personal property of Doble until fully paid for in
fide Doble offer for such Productst andTcondition, the Buyer agrees to perform allacts which may be necessary to perfect and assure retention of title to suchproduct by Doble. Any drawings, plans1 notes?notices, or technical data of Doble furnished to Buyer shall bedeemed to be herein by reference dre same as if fully set forth.Doble shall at all times retain title to all such and Buyer shall notdisclose such to any party other than Doble or a party duly authorized by Doble.If there is any situation where the parties desire to ship using any term differentfrom or additional to Incotums Ex-Works1 such agreement must be explicitlyset forth in a separate writing and signed by an officer or other authorized
ofDoble. Doble reserves the right to enter or have Is agent enterupon a Buyer’s site to recover any Products not currently purchased or licensedby Buyer but currently located on Buyer’s site. Buyer must expressly declarethe final destination of the Products on theapplicable purchase order.5 ction and I Except with respect to Products sold by MorganShaffer Ltd. or as specified in Section 7 hereto Buyer will promptly inspect a
Product upon delivery. No claims for shortages will be allowed unless shortagesare reWrted to Dot>Ie, in writing, within 10 days after delivery will
be deemed to have occurred no later than 30 days after shipment of such ProductForce ly6.Doble will not be liable for delays in shipment or default indeliverY or any failure to perform due to any cause beyond Doble’s reasonable
control including, but not limited to, government action! shortage or labor1 raw
strike or labor difficultyor
involving employees ofDoble or others, fire, floodp act of God. teITorism. civi]
unrest, war, riot, embargo, fuel or energy shortage, car shortage2 wrecksor delayin transportation, or inability to obtain necessary labor materials orfacilities from usual sources. In addition, Doble shall not beliable or responsible to the extent Doble’s performance under these tellns and
conditions is prevented, delayed or hindered by any pandemic1 epidemic oroutbreak of illness on a local, national or international scale, or anynew or escalated related thereto outside of Doble’s reasonablecontrol, including without limitation qI transportatlongovernment imposed labor shortages or delays or failures ofbY Doble’s suppliers or carders. In the event of delay in
due to any such cause, the date of delivery or time forwill be extended by a period of time necessary to overcome the effectof such delay.7
m Goods. Unless expressly stated otherwiseA.'licable
quotation, all Products sold by Doble are &ee fromdefects in material and for a period of one year aftershipment. During the one (1) year warranty period, upon promptwritten notice of defect and that the Product has been
stored, integrated, installed, operated and Inwith Doble’s Hons and standard industry practice, Doblewill, at its option, repair or replace any defective products or
thereof at no additional charge. Doble shall be
responsible for arranging and paying for shipment of a Product forwarranty service to and from Doble’s applicable facility; provided that
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agreed by each puty to this Agreement in a signed writing, Doble
may provide a package of rentable equipment, Services associatedwiih such rental, and benefits. Such combination of rented
equipment, Services, and benefits are hereby, collectively, a “Lease”
by anne, but the legal and practical nature of the Lease shall only
be as expressly set forth herein this AgreementPerpetual Wuranty. For so long as a Lease is renewed by the
parties, Doble shall, to the extent reasonably possible, promptly
repair, adjust, upgrade, or replace, as Doble in its sole discretionbelieves the chcumstances may warrant, any impaired Leased
Goods retuued by Buyer to Doble at Marlborough, Massachusetts
or other site as expressly directed by IX)ble:1. Widlout charge to Buyer for transportation, including
handling costs where applicable, or for Doble's actual cost of
repair, adjusanent, or replacement, if the impairment is
solely occasioned by inherent defect;2. on payment by Buyer of charges for transportation,
including handling costs where applicable, but without
charge to Buyer for Doble's actual cost of repair, adjustment
or replacement, if the hnpairment is primarily occasioned byreasonable wear and tear; and
3 . on payment by Buyer of charges for transportation,
including handling costs where applicable, and for Doble's
actual cost of repair, adjustment or replacement, if the
impairment is primarily occasioned by any cause other thaninherent defect or reasonable wear and tear.
Benefits attributable to any Lease shall be as detailed in an
applicable Doble- issued Lease quotation.
the option to rent Goods or Services on a yearly basis, or longer, ala carte may also be made available by Doble to Buyer, but, unless
expressly stated in the quotation, any rented, but not LeasedGoods are not eligible for the Perpetual WarTanty and only include
a warranty, Services, or benefits as described in the quotation only.Short-Ter in Rentals.
Definition. Unless otherwise mutually agreed upon in writing, anyrental ofDoble Goods with an initial rental period of less than 365days is a “Short-Term Rental”.
To the extent that a Buyer that has executed a Short-Term Rental,
such Buyer shall only be eligible for Perpetual Warranty service onsuch Short-Term Rental if the Buyer is also a current Lease
purchaser. Otherwise, Buyer’s Short- Term Rental shall be entitled tothe sold Goods warranty described in paragraph A hereof, except, as
to any Short-Term Rental that has not been stored, integrated,
installed, operated and maintained in accordance with Doble’s
recommendations and standard industry practice, Buyer shall beresponsible for all costs associated with transportation, including
hurdlhg costs where applicable, and for Doble's actual cost of repair,
adjustment or replacement.
Field and Development Services.Development Services Defurition. Any Services offered to Buyer byDoble where Doble will develop hardware, software, or
customizations ofexisthg hardware or software, for Buyer are hereby
Development ServicesField and Consulting Services Definition. Any Services offered toBuyer by Doble where Doble must go on site to perform or where
Doble is providing consulting Services and such Services are not partof an existing Lease package and do not include Development
Services, are hereby Field and Consulting Services.Standard of Performance. Doble warrants that Development Servicesand Field md Consulting Services (collectively “FD Services”) will
be performed h accordance with generally accepted professional
standards, The FD Services warranty period (“FD Warranty Period”)
shall be for a period of twelve months from the date of Buyeracceptance9 but no longer than fifteen (15) months from Doble’s
submission to Buyer of a final test report in the case of Field and
Consulting Services or, alternatively, Doble delivery of finaldeliverables to Buyer in the case of Development Services,
whichever comes first. During the FD Warranty Period, upon promptwritten notice ofnonconforming Service, Doble will reperform the
nonconforming Services at no additional charge.
1. All warranty work will be performed during normal working hours.
If Buyer desires expedited warranty service, Buyer agrees topay overtime for any warranty work performed outside of
normal working hours2. If Doble is unable or unwilling to reperform the nonconforming
Services, or if reperformance does not remedy thenonconformity, Doble and Buyer shall negotiate an adjustment
hr the price for the applicable nonconforming Services3. Doble only warrants that the FD Services were performed in a
professional manner. Except as may otherwise be expressIYagreed by both parties in writing, Doble makes no warranty orrepresentation as to the condition of any electrical apparatus or
recommendation as to how Buyer should interpret or utilize any
final reports or other deliverables.For FD Services involving installation and/or commissioning
ofDoble or third party instruments, software, or equipment,
Doble’s warranty does not apply in the event that Doble hasperformed, installed, or otherwise implemented the FD
Services upon an electrical apparatus which has changed
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1
2
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Doble Engineering Company, 123 Felton Street, Marlborough, MA 01752 USA Tel +1 617 926 4900 Fax +1 617 926 0528 www.doble.com
4
subsequent to the performance of the FD Services or has beendamaged as a result of accident, misuse, abuse or as a result of
modification by anyone other than Doble or an authorized
Doble representativeAcceptance by Buyer. Doble will submit a test report (“Test Report”)
to Buyer upon completion of the FD Services. Within thirty (30)
days of receipt of the Test Report, Buyer shall notify Doble inwriting ofury nonconforming FD Services. Doble shall, within a
reasonable time, remedy any specified nonconformity in accordance
with the warranty obligations of this Section 7(D). If Buyer does not
issue a notice of nonconformity, Buyer’s acceptance or the FDServices shall be considered final as of the thirty-first (3 1 st) day
following the date ofDoble’s submission of the Test Report.In-House Lab Services.Materials Laboratory Services Definition. Any Services oRered to
Buyer by Doble where Doble will perform in-house testing of a Buyer-submitted oil, dielec Bic material, or other specimens is hereby
“Materials Laboratory Services”High Voltage Laboratory Services Definition. Any Services offered to
Buyer by Doble’s High Voltage Laboratory where Doble will performin-house testing or investigations of Buyer-submitted instruments,pans7 materials, or other equipment is hereby “High Voltage
Laboratory Services”Doble warrants that Materials Laboratory Services and VoltageLaboratory Services (collectively “Laboratory Services”) will be
performed h accordance with generally accepted professionalstandards. The warralty period (“lnboratory Warranty Period“) shall
be for a period of six (6) months frorn Doble’s submission to Buyer
of the final test report (“Test Report”). During the LaboratoryWarranty Period, upon prompt written notice ofnonconforming
Service, Doble will, where applicable, reperform the Services. If, in
Doble’s sole discretion, the results of the reperformance arematerIally different &om the initial results, then the reperformance
shall be at no additional charge to Buyer. However, ifreperfonnance
yields materially the same results, the Buyer will be responsible forthe purchase of a second testing1. All warranty work will be performed during normal working
hours. If Buyer desires expedited warranty service, Buyer
agrees to pay overtime for any warranty work performed
outside of normal working hours.
If Doble is unable or unwilling to reperform the
nonconformhrg Services, or if reperformance does notremedy the nonconformity, Buyer may inspect all records
relating to any testing provided such inspection occurs during
the Laboratory Warranty Period.3. Doble only warrants that the Laboratory Services were
performed in a professional manner. Except as may otherwise
be expressly agreed by both parties in writing, Doble makesno warranty or representation as to the condition of anysamples, parts, instruments, or other equipment or
recommendation as to how Buyer should interpret or utilize
any Test Reports or other deliverablesAll samples, parts, instruments, or other equipment shipped to
Doble for Laboratory Services shall be shipped to, and, if to be
returned, from, Doble at Buyer’s sole expense and risk of lossAcceptance by Buyer. Doble will submit a test report ('TestReport”) to Buyer upon completion of the Laboratory Services.Within thirty (30) days of receipt of the Test Report, Buyer shall
notify Doble in writing of any nonconforming Laboratory ServicesDoble shall, within a reasonable time, remedy any specifiednonconformity in accordance with the warranty obligations of this
Section 7(E). If Buyer does not issue a notice of nonconformity,Buyer’s acceptarce or the Laboratory Services shall be considuedfinal as of the thirty-first (31 st) day following the date ofDoble’s
submission of the Test ReportDoble-Hosted Software Services. All software.based services hosted by
Doble shall be warrantied as detailed in the applicable end user licenseagreement for such ProductOther Services. All other Services not detailed in this section shall be
warTantied only as detailed in the applicable quotation for such Services.THE FOREGOING LIMITED WARRANTIES OF THIS SECTIONARE EXCLUsrvE AND IN LIEU OF ALL OTHER WARRANTIESNOT EXPRESSLY SET FORTH HEREIN, WHETHER EXPRESS ORIMPLIED BY OPERATION OF LAW OR OTHERWISE,iNCLUDING. BUt NOT LIMITED TO, ANY WARRANTIES OFMERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSEOR ANY WARRANTY ARISING FROM COURSE OF DEALnqGOR USAGE OF TRADE. IN NO EVENT SHALL DOBLE BELIABLE TO BUYER FOR ANY SPECIAL, INDiRECr,
INCIDENTAL OR CONSEQUEbrrLAL DAMAGES ARISING OUTOF, OR AS THE RESULT OF, THE SALE, DELIVERY, NON-DELIVERY, SERVICING, PERFORMANCE, FAILURE TOPERFORM, ASSEMBLY, USE, LOSS OF USE OR FAILURE OFTHE PRODUCTS OR ANY PART THEREOF, OR FOR ANYCHARGES OR EXPENSES OF ANY NATURE INCURRF,D, ORANY DAMAGE OR LOSS OR LOSS OF USE OF PROPERW,
EQUIPMENT OR POWER SYSTEMS OR THE COST OF CAPITALOR THE COST OF PURCHASED OR REPLACEMENT POWER OR
TEMPORARY EQUIPMENT EXPENSES, LOST PROFITS, LOST
C.
D
11.
F.
G.
H.
2
DocuSign Envelope ID: B56C45E8-28EAJ}AOE-9465-AOA040941173 aBb
regardless of form, arising out of the transactions under this contract s ich Prodi,.ts fo; buyer's bight.'In sui[Lien;:’{iT'f:ll:={iT;ii:==
;IT?;}_:_:}?;1:{$1yyeb::::cLh;p:prey;JF::WuTIer:use of :=:£Ty 3£:yPeT$;:i\::1:PUT:SI;r=Jt:££3i;e=:::dtT5 Sl:
B
i: :se 1::1 Lf=1: :; }:1: : : FI; F: i = =tt 1 ! 11r::T : : : !it::tt acIDS :: = ::in::1 19 p :=TfT:; njLr: :RE: q : == LET a :iTU : : :: \FEEIiT::hiSother Tsts whi£! are. all?fable ?r apportionab Ie unger [psonable business information with one another. Tbis may include, but is not limit£d to,
!counIT. pracyces to . tIn order; s.torage feesi _hTIdling . and know-how, documents, designs, drawings, processes’, bi11s of material:
Doble En®eedng CompanY, 123 Felton Street, Marlborough, MA 01752 USA Tel +1 617 926 4900 Fax +1 617 926 0528 www.doble.com - 3
8
9
10.
11
B
DocuSign Envelope ID: B56C45E8-28EA+AOE-9465-AOA(H0941 173
unauthorized use; to not release it to any third party without the disclosing
party’s express written consent; and to only use such Proprietary Information inconnection to perform its obligations under this Agreement. Doble will be
permitted to retain technical data for the sole purpose of creation of statisticalmodels showing representative characteristics of operating data, but without any
specific links or identification to the Buyer, the Buyer’s Assets or configuration
in which the asset was originally linked,
Exceptions and Special Terms. Subject to Section 1, no requested alterationsto the terms of this Agreement shall be valid except by Doble’s expressauthoriation. Any such mutually agreed-upon alterations to the terms of thisAgreement shall be set forth in a separate schedule, which shall be deemed
Schedule A to this document and will and must be signed by both parties andinclude the full legal names of both parties and the date of signing. SuchSchedule A shall be effective as to the later of the two dates in the signatureblock
Entire Agreement. This document, together with the applicable quote and/or
order confirmation, contains the entire agreement between DobIe and Buyer andconstitutes the final, complete and exclusive expression of the terms of the
agreement, all prior or contemporaneous written or oral agreements or
negotiations with respect to the subject matter hereof being merged herein.Severability. In the went that any provision hereof shall violate any applicable
statute, ordinance, or rule of law, such provision shall be ineffective to the extentof such violation without invalidating any other provision hereof.
Notwithstanding the foregoing, to the extent the rights and remedies hereunderare governed by Canadian law in accordance with Section 15, if any section,subsection, sentence or clause hereof shall be adjudged illegal, invalid or
unenforceable, such illegality, invalidity or unenforceability shall not affect thelegality, validity or enforceability of these terms and conditions as a whole or ofany article. subsection, sentence or clause hereof not so adjudged, and the
remaining terms and provisions of this shall remain unimpaired and in full forceand effect.
Timejy On-Site Performance by Doble. Any timely on-site performance byDoble is contingent upon Buyer providing Doble with: (i) an appropriate workarea; (ii) unrestricted access to Buyer’s assets (which will be isolated and
disconnected by Buyer, if applicable); (iii) all required technical information
and data, including drawing approvals, and required commercial
documentation; (iv) removal or remedy of obstructions to or interruptions in theperformance of the Services; (v) any special instrument necessary for the
performance of the Services as specified in the quotation and (vi) the support of
Buyer’s employees, as needed.
Choice of Language. TIle parties have requested and do hereby confirm theirrequest that the present contract be in English only. LES PARTIESDECLARE FU QLrILS ONT EXIGE ET PAR LES PRESENTSCONFIRMENT LEUR DEMANDE QUE CE CONTRAT SOIT REDIG£ ENANGL AIS SEULEME}rr
20,
21.
22.
23
24
Doble Engineering Company, 123 Felton Street, Marlborough, MA 01752 USA Tel +1 617 926 4900 Fax +1 617 926 0528 www.doble.com 4
Certificate Of Completion
Envelope Id: B56C45E828EA4AOE9465AOA040941173
Subject: Please DocuSign: City Council Contract 8350 NERC Compliance Software
Source Envelope:
Status: Completed
Document Pages: 56
Certificate Pages: 6
AutoNav: Enabled
SIgnatures: 6
Initials: 1
Envelope Originator:
Christa Christian
901B Texas Street
Denton, TX 76209
Christa.Christian@cityofdenton.com
IP Address: 198.49.140.10
Envelopeld Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
Record Tracking
Status: Original
1/9/2024 4:02:42 PM
Holder: Christa Christian
Christa.Christian@cityofdenton.com
LocatIon: DocuSign
Signer Events
Christa Christian
christa.christian@cityofdenton.com
Purchasing Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Signature Timestamp
Sent: 1/9/2024 4:04:46 PM
Viewed: 1/9/2024 4:04:54 PM
Signed: 1/9/2024 4:05:00 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: 1/9/2024 4:05:02 PM
Viewed : 1/10/2024 2:12:52 PM
Signed: 1/10/2024 2:13:57 PM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
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)
'DocuSOd br
IMartLLhMh
.4B070831B4AA438
Sent: 1/10/2024 2:14:00 PM
Viewed: 1/1 1/2024 12:08:14 PM
Signed: 1/12/2024 1:18:01 PM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Marc Burke
mburke@doble.com
Vice President, Sales
Doble Engineering Company
Security Level: Email, Account Authentication(None)
Sent: 1/22/2024 10:14:30 AM
Viewed: 1/22/2024 10:20:55 AM
Signed: 1/22/2024 10:21 :35 AM
Signature Adoption: Pre-selected Style
Using IP Address: 173.76.205.221
Electronic Record and Signature Disclosure:Accepted: 1/22/2024 10:20:55 AMID: b2d60559-03cb4bOb-bba3-51b10b79bf62
Signer Events
Antonio Puente, Jr.
Antonio.Puente@cityofdenton.com
DME General Manager
Security Level: Email, Account Authentication
(None)
Signature
• Ooc118+1nd 11r
I dhl&hid rnalb1 }..E37&09&4QBF4B5.
Timestamp
Sent: 1/22/2024 10:21:37 AM
Viewed: 1/22/2024 11 :20:45 AM
Signed: 1/22/2024 11 :22:02 AM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:Accepted: 1/22/2024 11 :20:45 AMID: eOee3381-565e4620-99b6-01394344fc40
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Completed Sent: 1/22/2024 1 1 :22:05 AM
Viewed: 2/21/2024 8:32:57 AM
Signed: 2/21/2024 8:33:37 AMUsing IP Address: 198.49.140.10
Sara Hensley
sara.hensley@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication(None)
'DocuSlgn6d bVI SMA }/o.&.523608296270423
Sent: 2/21/2024 8:33:39 AM
Viewed : 2/21/2024 9:18:38 AM
Signed: 2/21/2024 9:18:48 AM
Signature Adoption: Pre-selected Style
Using IP Address: 47.190.47.120
Signed using mobile
Electronic Record and Signature Disclosure:Not OfFered via DocuSign
Jesus Salazar
jesus.salazar@cityofdenton.com
Security Level: Email, Account Authentication(None)
Sent: 2/21/2024 9:18:50 AM
Viewed: 2/21/2024 1 1 :24:53 AM
Signed: 2/21/2024 11 :31 :17 AM
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Electronic Record and Signature Disclosure:Accepted: 2/21/2024 11 :24:53 AMID: af80b24649f9438f-894d-1 1981ea46bdb
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: 1/9/2024 4:05:02 PM
Carbon Copy Events
Cordeiro, Nely
NCordeiro@doble.com
Doble Engineering Company
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:Accepted: 1/12/2024 3:00:59 PMID: ab58c3ba-651cJj60687ef-780877d2c5d3
Status Timestamp
Sent: 1/12/2024 3:03:15 PM
Viewed: 1/12/2024 3:04:59 PM
Samantha Morine
smorine@doble.com
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:Accepted: 1/22/2024 8:53:36 AMID: 6a3efbel-77504ec9-ac994ccc5elab844
Sent: 1/22/2024 9:09:46 AM
Viewed: 1/22/2024 9:10:12 AM
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:Not Offered via DocuSign
Sent: 1/22/2024 11:22:04 AM
Viewed: 1/23/2024 1 :04:39 PM
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sent: 2/21/2024 11 :31 :20 AM
Viewed: 2/21/2024 4:28:48 PM
Mark Zimmerer
mark.zimmerer@cityofdenton.com
Electric Engineering Supervisor
Security Level: Email, Account Authentication(None)
Electronic Record and Signature Disclosure:Accepted: 2/2/2024 3:38:41 PMID: 23dcedcc-aa434808-b17c,+9e8dce725bc
Sent: 2/21/2024 1 1 :31 :21 AM
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events
Envelope Sent
Envelope Updated
Certified Delivered
Signing Complete
Completed
Status Timestamps
1/9/2024 4:04:46 PM
1/23/2024 2:15:54 PM
2/21/2024 11 :24:53 AM
2/21/2024 11 :31 :17 AM
2/21/2024 11 :31 :21 AM
Hashed/Encrypted
Security Checked
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: Marc Burke, Antonio Puente, Jr., Jesus Salazar, Cordeiro, Nely, Samantha Morine, Mark Zimmerer
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
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If you elect to receive required notices and disclosures only in paper format, it will slow the
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Unless you tell us otherwise in accordance with the procedures described herein, we will provide
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to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@ cityofdenton.com
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To let us know of a change in your e-mail address where we should send notices and disclosures
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consequences of your withdrawing consent for online documents will be that transactions
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