2002-180ORDINANCE NO.
AN ORDINANCE OF THE CITY COUNCIL OF THE CITY OF DENTON, TEXAS
AUTHORIZING THE CITY MANAGER OR HIS DESIGNEE TO EXECUTE AN AGREEMENT
ON BEHALF OF THE CITY OF DENTON TO PURCHASE INSTALLATION,
CONFIGURATION, AND ASSOCIATED SUPPORT HARDWARE AND SOFTWARE FOR A
XIOTECH STORAGE AREA NETWORK FROM THE HARDING GROUP, INC., A QUALII~IED
INFORMATION SERVICES VENDOR (QISV) OF THE STATE OF TEXAS. (PURCHASE
ORDER 105224- THE HARDING GROUP, INC. IN THE AMOUNT OF $169,930).
WHEREAS, the City Council of the City of Denton has heretofore adopted Resolution 92-
019 pursuant to Section 2157.067 of the Texas Government Code and Sections 271.082 and 271.083
of the Texas Local Government Code which authorizes the City to participate in the State Purchasing
General Services Commission's Qualified Information Service Vendor Catalogue Purchase Method
provided for in Subchapter B of Chapter 2157 of the Texas Government Code (the "QISV
Catalogue"); and
WHEREAS, the herein described vendor is a qualified vendor in the QISV Catalogue and the
contract authorized by this ordinance is in the best interests of the City and complies with the
requirements of Subchapter B of Chapter 2157 of the Texas Government Code as a QISV Catalogue
purchase; 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 numbered items in the following numbered purchase order for materials,
equipment, supplies, or services, shown in the "Purchase Orders" listed hereon, and on file in the
office of the Purchasing Agent, are hereby approved:
PURCHASE
ORDER VENDOR AMOUNT
105224 Harding Group, Inc. $169,930
SECTION 2. By the acceptance and approval of the above numbered items set forth in the
attached purchase orders, the City accepts the offer of the persons submitting the bids to the General
Services Commission for such items and agrees to purchase the materials, equipment, supplies or
services in accordance with the terms, conditions, specifications, standards, quantities and for the
specified sums contained in the bid documents and related documents filed with the General Services
Commission, and the purchase orders issued by the City.
SECTION 3. Should the City and persons submitting approved and accepted items set forth
in the attached purchase orders wish to enter into a formal written agreement as a result of the City's
ratification of bids awarded by the General Services Commission, the City Manager or his
designated representative is hereby authorized to execute the written contract; provided that the
written contract is in accordance with the terms, conditions, specifications and standards contained in
the Proposal submitted to the General Services Commission, quantities and specified sums conta'med
in the City's purchase orders, and related documents herein approved and accepted.
SECTION 4. By the acceptance and approval of the above numbered items set forth in the
subject purchase orders, the City Council hereby authorizes the expenditure of funds therefor in the
amount and in accordance with the approved purchase orders or pursuant to a written contract made
pursuant thereto as authorized herein.
SECTION 5. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this /~)¢ dayof (/~/,~/~ ~2002.
EULINE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
Page 2
PROFESSIONAL SERVICES AGREEMENT FOR SOFTWARE LICENSING,
HARDWARE PROCUREMENT, INSTALLATION, TRAINING AND MAINTENANCE
OF DATA STORAGE SYSTEM
STATE OFTEXAS
COUNTY OF DENTON §
THIS AGREEMENT is made and entered into as of the ~ day Of
.._,w-la. ) x) , 2002, by and between the City of Denton, Texas, a Texas municipal
corporatio~ with its principal office at 215 East McKinney Street, Denton, Denton County, ..
Texas 76201, hereinafter called "CITY" and The Harding Group, Inc., a Texas corporation, with'
its corporate office at 2012 E. Randol Mill Road, Suite 216, Arlington, TX 76011, hereinafter
called "CONTRACTOR," acting herein, by and through their duly authorized representatives.. '
WITNESSETH, that in consideration of the covenants and agreements herein contained,
the parties hereto do mutually agree as follows:
ARTICLEI
DEFINITIONS
A. Software. The term "Software" shall mean the computer program in object code
only and any user manuals. The term "Software" includes any correction bug fixes,
enhancements, updates or other modifications, including custom modifications, to such computer
program and user manuals.
B. System. The term "System" shall mean all hardware and software provided to
CITY by CONTRACTOR under the terms of this Agreement.
ARTICLE II
EMPLOYMENT OF CONTRACTOR
CITY hereby contracts with the CONTRACTOR, as an independent contractor, and
CONTRACTOR hereby agrees to perform the services herein in connection with the Project as
stated in the sections to follow, with diligence and in accordance with the highest professional
standards customarily obtained for such services in the State of Texas. The professional services
set out herein are in connection with the following described project:
The Project shall include, without limitation, CONTRACTOR's design, sale,
assembly and installation of a storage area network solution (SAN) as further described herein.
All services, hardware and software provided under the terms of this Agreement are to conform
in every respect to Article IlL
ARTICLE III
SCOPE OF SERVICES
CONTRACTOR shall perform the following services in a professional manner:
CONTRACTOR shall perform all those services as necessary and as described in the
following scope of services:
Systems Implementation
CONTRACTOR will provide a complete SAN solution, to include
equipment and materials, submittals, testing, training and warranty. The
System shall be designed such that a CITY employee, who is capable of
nmning current IT systems, receiving training provided by
CONTRACTOR would be able to easily operate the System to perform all
intended functions in a manner which maximizes efficiency and ease of
use.
Scope of Work: Services anticipated as necessary to accomplish the
intent of this Agreement are specified in the price quote attached as
Exhibit A.
CONTRACTOR shall perform all those services set forth in individual statement of work
which shall be attached to this Agreement and made a part hereof for all purposes as
separate agreements.
If there is any conflict between the term~ of this Agreement and the exhibits attached to
this Agreement, the terms and conditions of this Agreement will control over the terms
and conditions of the attached exhibits or task orders.
ARTICLE IV
PERIOD OF SERVICE
This Agreement shall become effective upon execution of this Agreement by the CITY
and the CONTRACTOR, and upon issue of a notice to proceed by the CITY, and shall remain in
force for the period which may reasonably be required for the completion of the Project,
including Additional Services, if any, and any required extensions approved by the CITY. This
Agreement may be sooner terminated in accordance with the provisions hereof. Time is of the
essence in this Agreement. The CONTRACTOR shall make all reasonable efforts to complete
the services set forth herein as expeditiously as possible and to meet the schedule established by
the CITY, acting through its City Manager or his designate.
ARTICLE V
COMPENSATION
A. COMPENSATION TERMS:
BILLING AND PAYMENT: For and in consideration of the professional services to be
performed by the CONTRACTOR herein, the CITY agrees to pay, based on the costs
copied below from CONTRACTOR's proposal. Total costs shall not exceed
$200,000.00.
Agreement between City of Denton and The Harding Group, Inc. - Page 2 of 13
Nothing contained in this Article shall require the CITY to pay for any work until both
parties agree that the work is satisfactory, or which is not submitted in compliance with
the terms of this Agreement. The CITY shall not be required to make any payments to
the CONTRACTOR when the CONTRACTOR is in default under this Agreement.
· It is specifically understood and agreed that the CONTRACTOR shall not be authorized
to undertake any work pursuant to this Agreement which would require additional
payments by the CITY for any charge, expense, or reimbursement above the maximum
"not to exceed" fee as stated, without first having obtained written authorization from the
CITY. The CONTRACTOR shall not proceed to perform the services listed below in
Subparagraph B as "Additional Services," without obtaining prior written authorization
from the CITY.
B..". 'ADDITIONAL SERVICES: For additional services authorized in writing by CITY,
' *' '. CONTRACTOR shall be paid based on the Schedule of Charges at an hourly rates shown
below. Payments for additional services shall be due and payable upon submission by
.; the CONTRACTOR. Statements for additional services shall not be submitted more
frequently than monthly.
Labor rate quotations for basic and conditional additional services are based on
standard working hours, Monday-Friday, 8am-5pm. Overtime charges are
assessed as applicable. CONTRACTOR's labor rates will be invoiced within the
following range:
a. Senior Engineer $160.00/hr.
This Agreement is based on CONTRACTOR's standard labor rates at the job site
location for the Project for an eight (8) hour day, forty (40) hour week, or such
shorter work period as may be established. If CITY orders, and authorizes in
writing, overtime work, which requires premium pay (1-1/2x standard),
CONTRACTOR shall be entitled to add such premium to the Contract Price, plus
a fifteen percent (15%) cost for reasonable overhead and profit.
ARTICLE VII
LICENSE
A. Grant of License. CONTRACTOR grants CITY (or, in the case of software
created by third parties, transfers to CITY) pursuant to the terms and conditions of this
Agreement, a nonexclusive license to use all Software purchased as part of this agreement.
ARTICLE VIII
TESTING AND ACCEPTANCE
A. At its sole option, CITY may elect to subject the SAN solution to a series of
mutually agreed upon testing by CITY personnel prior to acceptance of the System, designed to
ensure that the SAN solution provides storage performance equal to or better than existing
Agreement between City of Denton and The Harding Group, Inc. - Page 3 of 13
storage systems, with increased storage capacity. CITY shall be allowed a minimum thirty (30)
day period for acceptance testing. Such acceptance tests shall be conducted upon installation in
order to determine whether System performs according to the functions, ' specifications and
descriptions set forth in the proposal and Contract documents. Additionally, such testing may be
conducted to ensure that:
1. System can be effectively utilized in CITY's operating business
environment;
2. the various co,mponents of the System operate as specified, and meet all
functional requirements specified in Exhibit B;
3. the System will be capable of functioning without any major impact on the
cUrrent operating environment;
4. the System is capable of running on a variety of data without failure; and
5. the System meets the mntimes required by CITY.
B. CITY's Rights Upon Termination After Failure of Warranty Process. Upon
CITY's termination of this Agreement after failure of the acceptance tests, CITY shall promptly
return Software and Hardware to CONTRACTOR and shall have the right to receive prompt
reimbursement of all payments made to CONTRACTOR under this Agreement.
ARTICLE IX
TRAINING
CONTRACTOR shall provide, during July , a (_~)-day training program at a
charge to CITY of $1,750.00 per employee of CITY as per proposal.
ARTICLE X
WARRANTIES
A. Warranty of Title. CONTRACTOR warrants that it holds title and/or copyright to
all Software and its associated MODULES licensed and delivered pursuant to this Agreement, or
in the event that any licenses to the Software are held by a third party, that a license sufficient to
secure CITY's expected use of the Software will be transferred to CITY.
B. Application Software Warranty. CONTRACTOR warrants that its Software will
perform free of defects that would prevent the System from operating in the manner described in
the Contract documents and any other related user documentation for the version installed. This
Warranty shall commence upon date of installation.
C. System Function Warranty.. CONTRACTOR further warrants that the installed
system will perform all functions listed within the Functional Requirements attached as Exhibit
B, in a manner which maximizes efficiency and ease of use to persons using the system. This
Warranty shall commence upon date of installation.
Agreement between City of Denton and The Harding Group, Inc. - Page 4 of 13
D. Date Calculation Warranty. CONTRACTOR warrants that each hardware,
software, and firmware product delivered under this Agreement shall, as a system, be able to
accurately process date data (including, but not limited to, calculating, comparing, and
sequencing) from, into, and between the twentieth and twenty-first centuries, including leap year
calculations, when used in accordance with the product documentation provided by
CONTRACTOR, provided that all other interfaces (e.g., hardware, software, firmware) used in
combination with such product properly exchange date data with it. Notwithstanding any
provision to the contrary, the remedies available to CITY under this warranty shall include repair
or replacement of any CONTRACTOR-supplied product whose non-compliance is discovered
and made known to CONTRACTOR in writing. Nothing in this warranty shall be construed to
limit any rights or remedies CITY may otherwise have under the Agreement with respect to
defects other than Year 2000 performance.
ARTICLE XI
OBSERVATION AND REVIEW OF THE WORK
CONTRACTOR shall exercise reasonable care and due diligence in discovering and
promptly reporting to the CITY any defects or deficiencies in the work of CONTRACTOR or
any subcontractors or subconsultants.
ARTICLE XII
OWNERSHIP OF DOCUMENTS
All documents prepared or furnished by CONTRACTOR (and CONTRACTOR's
subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and
shall become the property of CITY upon the termination of this Agreement. CONTRACTOR is
entitled to retain copies of all such documents. The documents prepared and furnished by
CONTRACTOR are intended only to be applicable to this Project, and CITY's use of these
documents in other projects shall be at CITY's sole risk and expense. In the event CITY uses
any of the information or materials developed pursuant to this Agreement in another project or
for other purposes than specified herein, CONTRACTOR is released from any and all liability
relating to their use in that project.
ARTICLE XIII
INDEPENDENT CONTRACTOR
CONTRACTOR covenants and agrees that it is an independent contractor and not an
officer, agent, servant or employee of CITY; that CONTRACTOR shall have exclusive control
of and exclusive right to control the details of the work performed hereunder and all persons
performing same, and shall be responsible for the acts and omissions of its officers, agents,
employees, contractors, subcontractors and consultants; that the doctrine of respondent superior
shall not apply as between CITY and CONTRACTOR, its officers, agents, employees,
contractors, subcontractors and consultants, and nothing herein shall be construed as creating a
partnership or joint enterprise between CITY and CONTRACTOR.
Agreement between City of Denton and The Harding Group, Inc. - Page 5 of 13
ARTICLE XIV
INDEMNITY AGREEMENT
CONTRACTOR shall indemnify and save and hold harmless CITY and its officers,
agents, and employees from and against any and all liability, claims, demands, damages, losses,
and expenses, including, but not limited to court costs and reasonable attorney fees incurred by
CITY, and including, without limitation, damages for bodily and personal injury, death and
property damage, resulting from the negligent acts or omissions of the CONTRACTOR or its
officers, shareholders, agents, or employees in the execution, operation, or performance of this
Agreement. ·::
CONTRACTOR SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS
CITY AND ITS OFFICERS~ AGENTS~ AND EMPLOYEES FROM AND'AGAINST ANY:
AND ALL LIABILITY~ CLAIMS~ DEMANDS~ DAMAGES~ LOSSES~ AND EXPENSES~
INCLUDING~ BUT NOT LIMITED TO COURT COSTS AND: REASON~LE
ATTORNEY FEES INCURRED BY CITY~ AND INCLUDING4: WITHOUT
LIMITATION~ DAMAGES FOR BODILY AND PERSONAL INJURY~ DEATH 'AND
PROPERTY DAMAGE~ TO CONTRACTOR~ ITS OFFICERS~ AGENTS~ EMPLOYEES
OR HIRES RESULTING FROM THE NEGLIGENT ACTS OR: OMISSIONS~ OR ~.::}
PREMISES DEFECTS~ OF ANY PERSON~ EXPRESSLY INCLUDINGTHOSE OF THE',~:.!'
CITY OR ANY OTHER THIRD PARTY~ WHILE CONTRACTOR'S OFFICERS~
AGENTS~ EMPLOYEES OR HIRES ARE PRESENT ON CITY'S FACILITIES.
CONTRACTOR shall indemnify, defend and hold harmless CITY from and against any
claims, including reasonable legal fees and expenses, based upon infringement of any United
States copyright trademark or patent by the Software or any other System component. CITY
agrees to notify CONTRACTOR of any such claim promptly in writing. CITY agrees to
cooperate fully with CONTRACTOR during such proceedings. CONTRACTOR shall defend
and settle at its sole expense all proceedings arising out of the foregoing, and shall reimburse
within thirty (30) days of submittal by CITY any attorney fees paid by CITY in defending
against such claims. In the event of such infringement, CONTRACTOR may replace, in whole
or in part, Software or any other System component with a substantially compatible and
functionally equivalent product, or modify the Software or System component to avoid the
infringement.
Nothing in this Agreement shall be construed to create a liability to any person who is not
a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at
law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this
Agreement, including the defense of governmental immunity, which defenses are hereby
expressly reserved.
ARTICLE XV
INSURANCE
During the performance of the services under this Agreement, CONTRACTOR shall
maintain the following insurance with an insurance company licensed to do business in the State
Agreement between City of Denton and The Harding Group, Inc. - Page 6 of 13
of Texas by the State Insurance Commission or any successor agency that has a rating with Best
Rate Carriers of at least an A- or above:
Comprehensive General Liability Insurance with bodily injury limits of not less than
$500,000 for each occurrence and not less than $500,000 in the aggregate, and with
property damage limits of not less than $100,000 for each occurrence and not less than
$100,000 in the aggregate.
Automobile Liability Insurance with bodily injury limits of not less than $500,000 for
each person and not less than $500,000 for each accident, and with property damage
limits of not less than $100,000 for each accident.
CONTRACTOR shall furnish insurance certificates or insurance policies at the CITY's
request to evidence such coverages. The insurance policies shall name the CITY as an
additional insured on all such policies, and shall contain a provision that such insurance
shall not be canceled or modified without thirty (30) days prior written notice to CITY
and CONTRACTOR. In such event, the CONTRACTOR shall, prior to the effective
date of the change or cancellation, serve substitute policies furnishing the same coverage.
CONTRACTOR hereby waives subrogation rights for loss or damage to the extent same
are covered by insurance. Insurers shall have no right of recovery or subrogation against
CITY, it being the intention that the insurance policies shall protect all parties to the
Agreement and be primary coverage for all losses covered by the policies;
Companies issuing the insurance policies and CONTRACTOR shall have no recourse
against CITY for payment of any premiums or assessments for any deductible, as all such
premiums and deductibles are the sole responsibility and risk of CONTRACTOR.
Approval, disapproval or failure to act by CITY regarding any insurance supplied by
CONTRACTOR (or any subcontractors) shall not relieve CONTRACTOR of full
responsibility or liability for damages and accidents as set forth in the Contract
documents. Neither shall the insolvency or denial of liability by the insurance company
exonerate CONTRACTOR from liability.
ARTICLE XVI
ARBITRATION AND ALTERNATE DISPUTE RESOLUTION
The parties may agree to settle any disputes under this Agreement by submitting the
dispute to arbitration or other means of alternate dispute resolution, such as mediation. No
arbitration or alternate dispute resolution arising out of or relating to this Agreement, involving
one party's disagreement, may include the other party to the disagreement without the other's
approval.
.ARTICLE XVII
TERMINATION OF AGREEMENT
Agreement between City of Denton and The Harding Group, Inc. - Page 7 of 13
Notwithstanding any other provision of this Agreement, either party may terminate for
cause by giving thirty (30) days advance written notice to the other party.
CONTRACTOR and CITY herein recognize that the continuation of this Agreement after
the close of any given fiscal year of CITY, which fiscal year ends on September 30th of
each year, shall be subject to Denton City Council approval and availability of funds.
This Agreement may be terminated in whole or in part in the event of either party
substantially failing to fulfill its obligations under this Agreement. No such termination
will be effective unless the other party is given (1) written notice (delivered by certified
mail, return receipt requested) of intent to terminate and setting forth the reasons
specifying the non-performance, and not less than thirty (30) calendar days to cure the
failure; and (2) an opportunity for consultation with the terminating party prior to
termination.
If the Agreement is terminated prior to completion of the services to be provided
hereunder, CONTRACTOR shall immediately cease all services and shall render a final
bill for services to the CITY within thirty (30) days after the date of termination. Unless
termination is for cause related to the action of CONTRACTOR, CITY shall pay
CONTRACTOR for all services properly rendered and satisfactorily performed and for
reimbursable expenses to termination incurred prior to the date of termination. Should
the CITY subsequently contract with a new contractor for the continuation of services on
the Project, CONTRACTOR shall cooperate in providing information. The
CONTRACTOR shall turn over all documents prepared or furnished by CONTRACTOR
pursuant to this Agreement to the CITY on or before the date of termination, but may
maintain copies of such documents for its use.
Notwithstanding any other contrary provision, the indemnity provisions of Article XIV
shall survive termination.
ARTICLE XVIII
RESPONSIBILITY FOR CLAIMS AND LIABILITIES
Approval by the CITY shall not constitute, nor be deemed a release of the responsibility
and liability of the CONTRACTOR, its employees, associates, agents, subcontractors, and
subconsultants for the accuracy and competency of their designs or other work; nor shall such
approval be deemed to be an asstanption of such responsibility by the CITY for any defect in the
design or other work prepared by the CONTRACTOR, its employees, subcontractors, agents,
and consultants.
ARTICLE XIX
NOTICES
All notices, communications, and reports required or permitted under this Agreement
shall be personally delivered or mailed to the respective parties by depositing same in the United
States mail to the address shown below, certified mail, return receipt requested, unless otherwise
specified herein. Mailed notices shall be deemed communicated as of three (3) days after
mailing:
Agreement between City of Denton and The Harding Group, Inc. - Page 8 of 13
To CONTRACTOR:
To CITY:
Mike Brazelton
Principal Consultant
2012 E. Randol Mill #216
Arlington, Texas 76011
City of Denton
City Manager
215 East McKinney
Denton, Texas 76201
All notices shall be deemed effective upon receipt by the party to whom such notice is
given, or within three (3) days after mailing.
ARTICLE XX
ENTIRE AGREEMENT
Entire Agreement. This Agreement embodies the complete agreement of the parties
hereto and supersedes all prior or contemporaneous offers, promises, representations,
negotiations, discussions, communications, and agreements that may have been made in
connection with the subject matter hereof and, except as otherwise provided herein, cannot be
modified without written agreement of the parties. This Agreement supersedes all shrink-wrap
and "click to accept" provisions otherwise provided by CONTRACTOR.
ARTICLE XXI
SEVERABILITY
If any provision of this Agreement is found or deemed by a court of competent
jurisdiction to be invalid or unenforceable, or the remainder of this Agreement and shall not
cause the remainder to be invalid or unenforceable. In such event, the parties shall reform this
Agreement to replace such stricken provision with a valid and enforceable provision which
comes as close as possible to expressing the intention of the stricken provision.
ARTICLE XXII
COMPLIANCE WITH LAWS
The CONTRACTOR shall comply with all federal, state, and local laws, rules,
regulations, and ordinances applicable to the work covered hereunder as they may now read or
hereinafter be amended.
ARTICLE XXIII
DISCRIMINATION PROHIBITED
In performing the services required hereunder, the CONTRACTOR shall not discriminate
against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or
disability.
ARTICLE XIV
PERSONNEL
Agreement between City of Denton and The Harding Group, Inc. - Page 9 of 13
CONTRACTOR represents that it has or will secure, at its own expense, all personnel
required to perform all the services required under this Agreement. Such personnel shall
not be employees or officers of, or have any contractual relations with the CITY.
CONTRACTOR shall inform the CITY of any conflict of interest or potential conflict of
interest that may arise during the term of this Agreement.
All services required hereunder will be performed by CONTRACTOK or under its
supervision. All personnel engaged in work shall be qualified, and shall be authorized
and permitted under state and local laws to perform such services. ~
ARTICLE XXV
ASSIGNABILITY
CONTRACTOR shall not assign or otherwise transfer any right or interest in this
Agreement, in the System, or any of components of the System, in whole or in part, to anyone}'
including any parent, subsidiaries, affiliated entities or third parties, or as part of the sale of any
portion of its business, or pursuant to any merger, consolidation or reorganization, including by
operation of law, without the other party's prior written consent.
ARTICLE XXVI
MODIFICATION
No waiver or modification of this Agreement or of any covenant, condition, or limitation
herein contained shall be valid unless in writing and duly executed by the party to be charged
therewith, and no evidence of any waiver or modification shall be offered or received in evidence
in any proceeding arising between the parties hereto out of or affecting this Agreement, or the
rights or obligations of the parties hereunder, and unless such waiver or modification is in
writing and duly executed; and the parties further agree that the provisions of this section will not
be waived unless as set forth herein.
ARTICLE XXVII
MISCELLANEOUS
A. The following exhibits are attached to and made a part of this Agreement:
Exhibit A
Exhibit B
Price Quote and Scope of Work
Schedule of Functional Requirements
CONTRACTOR agrees that CITY shall, until the expiration of three (3) years after the
final payment under this Agreement, have access to and the right to examine any directly
pertinent books, documents, papers, and records of the CONTRACTOR involving
transactions relating to this Agreement. CONTRACTOR agrees that CITY shall have
access during normal working hours to all necessary CONTRACTOR facilities and shall
be provided adequate and appropriate working space in order to conduct audits in
compliance with this section. CITY shall give CONTRACTOR reasonable advance
notice of intended audits.
Agreement between City of Denton and The Harding Group, Inc. - Page 10 of 13
Goveming Law. This Agreement is entered into subject to the Denton City Charter and
ordinances of CITY, as they may be amended from time to time, and is subject to and is
to be construed, governed and enforced under all applicable State of Texas and federal
laws. If legal action is necessary to enforce this Agreement, venue shall lie exclusively in
the courts of Denton County, Texas.
For the purpose of this Agreement, the key persons who will perform most of the work
hereunder shall be Bill Taylor . However, nothing herein shall limit CONTRACTOR
from using other qualified and competent members of its firm to perform the services
required herein.
CONTRACTOR shall commence, carry on, and complete any and all projects with all
applicable dispatch, in a sound, economical, and efficient manner and in accordance with
the provisions hereof. In accomplishing the projects, CONTRACTOR shall take such
steps as are appropriate to ensure that the work involved is properly coordinated with
related work being carried on by the CITY.
The CITY shall assist the CONTRACTOR by placing at the CONTRACTOR's disposal
all available information pertinent to the Project, including previous reports, any other
data relative to the Project, and arranging for the access thereto, and make ail provisions
for the CONTRACTOR to enter in or upon public ahd private property as required for the
CONTRACTOR to perform services under this Agreement.
The captions of this Agreement are for informational purposes only, and shall not in any
way affect the substantive terms or conditions o£this Agreement.
Force Majeure. Neither party shall be in default or otherwise liable for any delay in' or
failure of its performance under this Agreement if such delay or failure arises by any
reason beyond its reasonable control, including any act of God, any acts of the common
enemy, the elements, earthquakes, floods, fires, epidemics, riots or failures or delay in
transportation or communications. The parties will promptly inform and consult with
each other as to any of the above causes, which in their judgment may or could be the
cause of a delay in the performance of this Agreement.
Remedies. No right or remedy granted herein or reserved to the parties is exclusive of
any right or remedy herein by law or equity provided or permitted; but each shall be
cumulative or every right or remedy given hereunder. No covenant or condition of this
Agreement may be waived without consent of the parties. Forbearance or indulgence by
either party shall not constitute a waiver of any covenant or condition to be performed
pursuant to this Agreement.
Read and Understood. Each party acknowledges that it has read and understands this
Agreement and agrees to be bound by its terms.
Agreement between City of Denton and The Harding Group, Inc. - Page 11 of 13
Construction of Agreement. Both parties have participated fully in the review and
revision of this Agreement. Any rule of construction to the effect that ambiguities are to
be resolved against the drafting party shall not apply to the interpretation of this
Agreement.
1N WITNESS HEREOF, the City of Demon, Texas has caused this Agreement to be
executed by its duly authorized City Manager, and CONTRACTOR has..~e~e~cu~ted this
3/4~eem,~nt through its duly authorized undersigned officer on this the ~'~(~ day of
(~ ,2002.
~D}.~ ~,f.~CITY F DENTON, TE~E.F~./~-~
Mlff,~ffAEL A. CONDU F,
CITY MANAGER
ATTEST:
JENN~[~ER WALTERS, C~TY SECRETARY
ApP~~ 'V~;~L F~R~M:
H~E~RNEY
CONTRACTOR
Agreement between City of Denton and The Harding Group, Inc. - Page 12 of 13
THE STATE OF TEXAS §
COUNTY OF DENTON §
Acknowledgment
BEFORE ME, the undersigned authority, a Notary Public in and for the State of
Texas, on this day personally appeared ff],/~etSrere/'/o~ known to me to be the person and
officer whose name is subscribed to the foregoing instrument, and acknowledged to me that he
executed same for and as the act and deed of of ., and as
thereof, and for the purposes and consideration therein expressed and in
the capacity therein expressed.
~/~^~ GIVEN UNDER MY HAND AND SEAL OF OFFICE on this the34~ay of
,2002.
....
My Commission Expires:~.~/~9 / fo/~
,Public, St e~f Texas
Notary s Printed Na~ne
THE STATE OF TEXAS §
COUNTY OF DENTON §
City Acknowledgment
BEFORE ME, the undersi_g~ejlva~t~ri~ytc~Notary Public in and for the State of
Texas, on this day personally appeared .... ..~ _ , known to me to be the person
and officer whose name is subscribed to the foregoing instrument, and acknowledged to me that
he executed same for and as the act and deed of the CITY OF DENTON, TEXAS, a municipal
corporation of the State of Texas, Denton County, Texas, and as the City Manager thereof, and
for the purposes and consideration therein expressed and in the capacity therein expressed.
/~ , GIVEN UNDER MY HAND AND SEAL OF OFFICE on this the or-? day
of ( ~3C/Ad~ ,2002.
JANE l~. RICHARDSON
otsry Pubhc. State of Texas
My Commission ~xpires
June 27, 2005
Co ss*on %irls:
Noqary Public, State o~f Texas
Notary's Printed Name
Agreement between City of Denton and The Harding Group, Inc. - Page 13 of 13
Tli'eHardingGroup
TO: City of Denton
ATTN: Anthony Caranna
TEL: 940-349-7249
FAX: 94O-349-8533
Quotation
City Of Denton - REVISED
Texas QISV Terms & Conditions Apply
quote
Quote Contains Promotional Pricing expires 6/2512002
Quote Date: 6/1412002
Quote No.: -5132002-784
This Quotation contains The Harding Group's Terms and Conditions of Sale, If you did not receive The Harding Group's Terms and
Conditions of Sale, please contact The Harding Group immediately.
Q~ Item Pa~t Number Descflption Price Unit Pdclng Extension
System
I RackMountMAGNITUDEBaseUnlt 800154.000 RackmOuntobfacablne~32dr~vebeys, fotagratadUPS, $ 30,00O $ 22,500 $ 22,0OO
1t0V MAGNITUDE Fibre storage switch - four active ports, high-
perfontmnce totalllgent RAID storage Processor, Ne1 hot.
replaceabte power supplies, fans, and btowers
Connectivity
t2 20m SC Duplex/SC Duplex Fiber
Op#= Petoh Cord
4 5m SC Duptsx/SC Dup~x Fiber
Storage
840059~02 20mSCDupfax/SCDulAe~FlberOp#cPatchCord $ 195 $ 176 $ 2,112
840099000 5~ SC DupMx/SC Duplex Fiber Optic Patch Cord $ 125 $ 113 $ 452
777002L Emulex90o2L-FZFIberCbennelPCIHostAdaptor $ 3,195 $ 2,055 $ 4,110
770010-000 Gadzoox 30oO 3U Chessls dual PS, basic soflware and 3 open $ 4,995 $ 4,805 $ 4~90O
blade slots (PIMs)
770Olt~00 Gadzoox31308-PortBladefor3GOOChasls $ 2,250 $ 2,168 $ 6,504
Software Options
30O54O.5OO
MAeNlTUDEHerdDrlvewlthsuper~oofad, ESD-pmtacted, hot. $ 4,595 $ 2,0O0 $ 67,20O
swappabt~, drfve shuttle
I REDISoflwameuttaREDIFemlly
Upgrade. 15 Server License
Resbfctton
Professional Services
PROMOTlON . Discount off
MAGNITUDE Stondard System
installation
300530.100 Pmmotionalofforthatprovldesadl$countofftheMAGNITUDE $ (3,0O0) $ (3,0O0) $ (3,000)
Spare Parts
Processor Tray Assembly
PROMOTlON - 50~ dls~ount on a 3005~0-100
Spare Processor Tray Assembly
Service Agreement
I XlOtech~EnglneerTralnlng 0~015E~00 XlOls~hCet~ledEnglneerTralnlng
Total Investment
Exhibit B
Functional Requirements
Upon final installation, Software and System shall enable CITY to access data through its
servers with increased storage at speeds and efficiencies equal to or greater than those at which
they operated prior to installation.
!CEI TIFICA_T_E- OF LIABILI,TY INSURANCE
i .doouci. THIS GERTJFIGATE I~ I~lSt/EO A8 A MATTER OF INFORMATION
C:
WILLIA2~S
A$800.
ONLY AND CONFERS NO RIOHTB UPON THI~ C[NTIFICATE
P O, B;n; ~04C2 HOLDER. THIS CERTIFICATE DOE~ NOTAMEND, ~ND OR
~R THE COVE~GG ~ORDGD BY THE ~OLICIE8 BE~W.
/~Hingt3~ TX ?~04-3402
~ QVER.~IEI~
A HY RIi~JLRE MENT, 1ERM CR CONDITI~ OF A~ GONT~T OR ~ER ~:UM~T WEN ~P ECT TO WH~H ~ CERTIFICATE MAY ~ ISSUE0 OR
~Y ~IER~hI~, THE I H ~U~NCE AFFO~ED 5Y THE ~UCI~ DESCRIBED HCI~IN ~ ~ECT TO ~g THE TERMS, ~1~ ~O CONDI~O~ 0 F SUCH
]'Eli R~DI.NG GROUP, INC,
~. )1 :~ Ii),8T IkANDOL MILL
/!ALIN(~TON TX
POL:CI~.~. A~ ]REG~,I E LIMITS SHOWN MAY NAVE SEEN RED~JCED SY PAID CL.AI%I$.
CgRTIt;ICA;:2 ~O[,D~R IS N~D Ag '~ ADD~ION~
FAX~: ;l i 7.4~. 1
:l 1/19/2002
$ l~O00~O0~
s 10,000
l,O001000
2rO00, O00
2,000,000
;:I-~E C ['Pt' Oil DENTON
60] E.~.ST ltlCKER¥
.o,:JiTE j ~
[:ENTON
TX 7620§
~3~1- :2 5-- 02 l[:20A Noble Ho'lbert sta'be Faro 2]4 262 0181 P.02
~;;:,.. CZRTIFICAT~ elf INSURAN'CE
S~.I~H 1HSU ~{NCE AS ~S~£CTS THE ~NTEEEST OF THE CERTIFICATE HOLDER WiLL NOT SE
C ~HCELBD OR OTHERWISE TERMINATED WITHOUT GIVING l0 DAYS PRIOR WRITTEN NOT]CE TO
'[:~E CL' ZTIFIC.~T~ Hm.D~.[~ N^M£~ S~COW, aUT m ~O EVENT S~CC THIS C~RT~F~CATS aE
¥~-UD ~aO~ TH^N 30 ~A¥'S ~O~ T~ ~ATE WRIW~. ~[S CE~F~CA~ OV ,~SU~ANCE DOES
:,~m' c, ANO~ T,e COVerAgE ,SOWD~D SV ANY mUCV D~SC~D SSLOW.
T'~is emPiRes ~at:
State Fnr~ Mutu~ AutOfllobile Insurance Company orBIo~mi.~qon, Jllinois,
State Fa'm Fire and Casual~F Company ofBt~min~. )lH~i~ or
_X__ Stale F~ Mutual lns~. ~mpany of Te~, ~ll~, TEIS
h:ts ,'overage in far~o far 'lhe foltowing Named lnsura$ as ~ih,~,~ below:
amc In ~ured
THE HAP. DING GROUP
:Iddress ofN~med InsuTed 2012 E RANDOL MILL RD, STE216, ARLINGTON TX 760] 1-8222
Policy ]¢iambm .~ G47 6922--F09-43
II 997 CHRYSLBR
Ozscriplio~ of/,uto ; ~lCdG~L~VB374360
P~I~_ ,
L~ab~b.lyCov~e _X_YES ~NO ~S ~_NO ~YES ~NO ~YES ~NO
~7~ s so0,~0
Smrl~ Limi~
Ph~;i~iD~:l~e ._YES ~_NO ~YES __NO ~YES ~NO ~YES __NO
~ Covc~all~
a. c~,,,~=.a.o $. D~uotiMo $ D~u~ible $ Muaible S Ddu'~ible
~ ~ __ YES ___ NO ~ Y~ _,- NO ~ YeS ~ NO ~ YeS ~ NO
] $ Dedu~ble $ DeduCible $ DeduCible $ ~uaible
Eml)loy~r's Non- v
[ ..... ES NO YES N0 ~S NO YES NO
~ Hir.~ L~ Cm/,~Se YES NO ~ ~S _--NO ~YES ~ NO ~ YES ~NO
~:t~t~d ~r~an~fivc Titl~ Agent Code Date/ r
Name and Address of Certificate Holder
Name and .Address of Agent
741W. Ta~ant Rd.
972.262.9991 ~ 1~00~60-2685
F~ 972-262~181
TEXAS CAPITAL BANK'
DATE:
LETTER OF CREDIT NO.
AMENDMENT NO.
BENEFICIARY:
APPLICANT:
CURRENT AMOUNT:
CURRENT EXPIRY DATE:
July 2, 2002
315
1
City of Denton
601 E Hickory
Denton, TX 76205
The Harding Group, Inc.
2012 E Randol Mill Rd., Suite 216
Arlington, Texas 76011
US$250,000.00
July 31, 2002
Ladies and Gentlemen:
This amendment is to be considered an integral part of the above Letter of Credit and
must be attached thereto.
We hereby amend and modify our existing Irrevocable Standby Letter of Credit No. 315
in favor of City of Denton ("Beneficiary") for the account of The Harding Group,
Inc. ("Applicant"), as follows:
Delete the wording of the benefieiary's certificate in its entirety and substitute the
following:
"The Harding Group, Inc. shall indemnify and save and hold harmless the City and it's officers,
agents, aud employees from and against any and all liability, claims, demands, damages, losses, and
expenses, including, but not limited to court costs and reasonable attorney fees incurred by the City,
and including, without limitation, damages for bodily and personal injury, death and property
damage, to The Harding Group, Inc., its officers, agents, employees or hires resulting from the
negligent acts or omissions, or premises defects, of any person, expressly including those of the City
or any other third party, while The Harding Group, Inc., officers, agents, employees or hires are
present on City facilities.
Furthermore, we have determined that The Harding Group, Inc. personnel has failed to sign a
comprehensive release of all claims against the City of Denton, its officers, employees, and agents for
the time period that the Harding personnel were on the property of the City of Denton."
Letter of Credit No. 315; Amendment No. 1 Page 1 of 2
July 2, 2002
2100 MCKINNEY AVE., SUITE 900, DALLAS,TX 75201, 214.932.6600. FAX 214.932.6604
TEXAS CAPITAL BANK'
All other terms and'conditions remain unchanged and are hereby reaffirmed.
Unless otherwise expressly stated this Letter of Credit is governed by the Uniform
Customs and Practice for Documentary Credits (1993 revision) International Chamber of
Commerce Publication No. 500 or any successor thereof.
Respectfully yours,
Texas Capital Bank, N.A
Authorized Signer
Title: ~. 0 ~
Letter of Credit No. 315; Amendment No. 1 Page 2 of 2 July 2, 2002