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2000-086 ORDINANCE NO AN ORDINANCE AUTHORIZING THE CITY MANAGER TO EXECUTE A PROFESSIONAL SERVICES AGREEMENT WITH INTELLISYS GROUP, INC FOR THE DESIGN AND INSTALLATION OF A STREAMING MEDIA SYSTEM AND RELATED SERVICES AS SET FORTH IN THE CONTRACT, PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR, AND PROVIDING AN EFFECTIVE DATE (PROFESSIONAL SERVICES AGREEMENT (PSA) 2458 - DESIGN AND INSTALLATION OF A STREAMING MEDIA SYSTEM AND RELATED SERVICES AWARDED TO INTELLISYS GROUP, INC IN THE AMOUNT OF $170,279) THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS ~ That the Ctty Manager ~s hereby authorized to enter into a profesmonal servme contract with Intelhsys Group, Inc for the Design and Installatmn of a streaming media systems and related services for the Ctty of Denton, a copy of which is attached hereto and ~ncorporated by reference hereto ~ That the City Manager ~s authorized to expend funds as required by the attached contract ~ That tlus ordinance shall become effective lmmedmtely upon ~ts passage and approval PASSED AND APPROVED thts the 7~ dayof /T~/~.//ff/~_ ,2000 ATTEST JENNIFBR WALTERS, CITY SECRETARY ?/ AP~R. OVED AS TO LEGAL FORM PSA 2458 - CONTR~TUAI~ORqSROFESSIONAL SERVICES ORDINANCE -2000 DESIGN/BUILD PURCHASE AND PROFESSIONAL SERVICES AGREEMENT FOR STREAMING MEDIA SYSTEM STATE OF TEXAS § COUNTY OF DENTON § THIS AGREEMENT is made and entered into as of the 7 day of March , 2000, by and between the City of Denton, Texas, a Texas municipal corporation, with its pnnclpal office at 215 East McI~nney Street, Denton, Denton County, Texas 76201, heremaf~er called "CITY" and Intelhsys Group, Inc, a Delaware corporation, w~th Its corporate office at 140 East Dana Street, Mountmn View, CA 94041, hereinafter called "CONTRACTOR," acting herein, by and through their duly authorized representatives WlTNESSETH, that ~n consideration of the covenants and agreements herein contmned, the part,es hereto do mutually agree as follows ARTICLE I DEFINITIONS A Software The term "Software" shall mean the computer program ~n obJeCt code only and any user manuals The term "Software" includes any correction bug fixes, enhancements, updates or other modaficatlons, ~ncludmg 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 thls Contract EMPLOYMENT OF CONTRACTOR CITY hereby contracts w~th the CONTRACTOR, as an ~ndependent contractor, and the CONTRACTOR hereby agrees to perform the services here~n m connection with the ProJect as stated m the sections to follow, wath diligence and in accordance with the tughest professmnal standards customarily obtmned for such serwces m the State of Texas The professional sermces set out here~n are m connection w~th the following described project The ProJect shall include, w~thout hmltat~on, CONTRACTOR's design, component select~on, sale, assembly and mstallatlon of a strealmng med~a system as further described hereto All services, hardware and software prowded under the terms of this Contract are to confoma m every respect to Article III SCOPE OF SERVICES CONTRACTOR shall perform the following servmes ~n a professional manner A CONTRACTOR shall perform all those services as necessary and as described ~n the following scope of services 1. Systems Implementation CONTRACTOR will prowde a complete streaming medm System, to ~nclude eqmpment and materials, submittals, testing, trmmng and warranty The System shall be designed such that a CITY employee rece~wng trmmng prowded by CONTRACTOR would be able to easily operate the System to perform all intended functions w~thout major modification Installation ~ncludes englneenng, labor and hardware for d~splay, au&o, wdeo, control systems and related eqmpment rack, equipment mounting, plates, panels, connectors, and cables, including 2. Scope of Work: a. Installation of Analog D~strlbution and Source Switching System- The first order of business m to install a analog audm/wdeo dmtnbut~nn and switching system and equipment rack m the C~ty Councd Chambers wdeo control room A s~ngle d~stnbut~on amphfier will be inserted into the s~gnal path d~rectly ~n front of the ex~st~ng Cable Telews~on head end modulator Thc s~gnal w~ll be d~stnbuted and routed back to the Cable TV head end as well as a new matrix switcher The audm/v~sual matrix switcher wall be the select~on point for all sources that feed the encodmg stations Analog s~gnals from up to 7 other sources may be routed through th~s switcher m the future (VTR, VHS, Beta, DVD, Other L~ve Feeds) If other analog and~o/wdeo sources (m addition to the ex~stmg Cable Telews~on feed) are desirable and available for dedmated use w~th~n this single eqmpment rack space at t~me of ~nstallat~on, CONTRACTOR will prowde connections from th~s additional eqmpment to the matrix swRcher Th~s capability will be useful for routing aud~o/wdeo sources (other than the hve Cable TV feed) for encoding off hne for storage and retrieval on demand If additional sources or d~stnbut~on eqmpment are purchased from CONTRACTOR for th~s purpose before mstallatmn commences, these sources will be incorporated into the system voth no addmonal labor charges b. Installation of Live Mpeg Streaming Center- A hve MPEG streammg device wall be ~nstalled ~n the same vertmal rack space as the matrix switcher The MPEG streaming dewce will take one of the analog aud~o/wdeo outputs from the matrix switcher as an ~nput s~gnal The MPEG encoding dewce will output an MPEG stream over a s~ngle 100T connection to be prowded by customer c Installation of QmckTlme Encoding Center- A hve QmckT~me Streaming Macintosh computer w~ll be installed ~n the same vertmal rack Agreement between C~ty of Denton And Intelhsys Group - Page 2 of 16 space as the matrix switcher The QmckTlme streaming dewce will take one of the analog audio/video outputs from the matrix switcher as an input signal The QmekTlme device will output a QmckTlme stream over a smgle 100T connection to be provided by customer d. Installation of REAL G2 Encoding Center- ANT Server w~th REAL G2 encoding hardware and software will be installed m the same vertical rack space as the matrix switcher The REAL G2 streaming device will take one of the analog audio/video outputs from the matrix switcher as an input signal The REAL G2 device will output a REAL G2 stream over a single 100T connection to be provided by customer e Installation of Monitor and Switching- A single rack mount momtor and 2 keyboard/mouse trays will be provided for installation in the same rack space as the Encoding devices The monitor will be capable of sw~tching between the two computer sources f Installation of SGI Origin200 Server Hardware- One SGI Ongm 200 server with 256mb of RANI, 2 processors and 100G of disk space will be installed in either the same rack as the matrix video switcher or rack space m computer server room to be supphed by customer g Installation of Media Base Software- Media Base software will be installed on the SGI Ongm 200 server The Media Base software wall enable the capture of live digital video streams to file or distribution over enabled networks prowded by customer The platform will serve 100 simultaneous Intranet, Extranet, WAN, and LAN clients Lmenslng for more client connections is available from CONTRACTOR at an additional charge at the time of installation without added installation costs h Installation REAL Server Software- REAL Video Server software will be installed on the SGI Origin 200 server This 100 seat server heense will enable G2 streams to be served from the SGI Media Base platform to 100 simultaneous chent connections Customer Training- The customer will be trmned extensively by CONTRACTOR and its designated training resources on the SGI Origin 200 platform, Media Base, G2 Encoding and REAL Server, QmckTlme encoding and MPEG encoding machines An advanced level of UNIX, Macintosh, NT and Networking proficiency will be assumed Each device has its own personality and technical reqmrements These issues will be addressed in the training 3. Customer Assistance- CONTRACTOR will provide customization services to the Media Base platform A single Graphic Logo of CITY's choosing will be added to the dynamm web pages of the Media Base platform to personalize the web pages for an Agreement between City of Denton And Intelhsys Group - Page 3 of 16 enhanced client experience CONTRACTOR will prowde CITY assistance in the development of a log file export rouhne CITY will be responsible for any and all tbard party costs assomated with the development of such a routine B CONTRACTOR shall perform all those sorvmes set forth ~n lnd~mdual task orders which shall be attached to flus Agreement and made a part hereof for all purposes as separate agreements C If there is any conflict between the terms of th~s Agreement and the exhibits attached to th~s Agreement, the terms and conthtlons of this Agreement will control over the terms and condmons of the attached exbab~ts or task orders ARTICLE IV PERIOD OF SERVICE Th~s Agreement shall become effechve upon executmn of this Agreement by the CITY and the CONTRACTOR, and upon issue of a notice to proceed by the CITY, and shall remain ~n force for the period whmh may reasonably be reqmred for the complehon of the Project, ~ncludmg Additional Services, if any, and any required extensions approved by the CITY Th~s Agreement may be sooner terminated ~n accordance w~th the prowslons hereof T~me ~s of the essence in flus 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 ltS City Manager or his designate ARTICLE V COMPENSATION A COMPENSATION TERMS BILLING AND PAYMENT For and in cons~deratmn of the professional services to be performed by the CONTRACTOR here~n, the CITY agrees to pay, based on the costs copied below from CONTRACTOR's proposal, a total flat fee not to exceed $170,279 Schedule Of Values L~ve RealNetworks G2 Streaming Center - $9,498 L~ve MPEG Streammg Center - 10,257 Expedited Analog Distribution System - 4,300 100 Seat Low Blt Rate Medm D~stnbutlon Server, Web Server Catalog Center and Storage Solution - 89,898 *ProPlusTM Platinum 1 Year Ons~te Mmntenance - $19,234 Live Qmck T~me Streaming Hardware - $10,999 Installation - 26,093 System Total $170,279 Agreement between C~ty of Denton And Intelhsys Group - Page 4 of 16 Partial payments to the CONTRACTOR will be made on the bas~s of detmled statements rendered to and approved by the CITY through ~ts C~ty Manager or bas designate, however, under no mrcmnstances shall any statement for services exceed the value of the work performed at the time a statement is rendered The CITY may w~thhold the final ten percent (10%) of the contract amount until completion of the ProJect Nothing contmned in this Article shall require the CITY to pay for any work which is unsatisfactory, as reasonably determined by the City Manager or bas designate, or which ~s not submitted in compliance with the terms of th~s Agreement The CITY shall not be required to make any payments to the CONTRACTOR when the CONTRACTOR is in default under th~s Agreement It is specifically understood and agreed that the CONTRACTOR shall not be authorized to undertake any work pursuant to this Agreement which would reqmre addlt~onal payments by the CITY for any charge, expense, or reimbursement above the maximum "not to exceed" fee as stated, without first having obtmned wntten authorization from the CITY The CONTRACTOR shall not proceed to perform the services listed below ~n Subparagraph B as "Additional Services," w~thout obtmnmg prior wntten authorization from the CITY B ADDITIONAL SERVICES For additional services authorized ~n wntmg by CITY, CONTRACTOR shall be prod based on the Schedule of Charges at an hourly rates shown below Payments for additional servmes shall be due and payable upon submission by the CONTRACTOR Statements for additional services shall not be submitted more frequently than monthly 1 Labor rate quotations for basle and conditional additional serwces are based on standard working hours, Monday-Friday, 8am-5pm Overtime charges are assessed as applicable CONTRACTOR's labor rates will be ~nvmced w~thln the following range 2 a ProJect D~rector $125-$150/hour b ProJect Designer $80-$100/hour c ProJect Engineer $80-$100/hour d ProJect Manager $50-$80/hour e ProJect Techmclan $45-$70/hour f F~eld Service Engineer $80-$100/hour g Field Installation Techmman $50-$70/hour 3 Tbas Agreement ~s based on CONTRACTOR's standard labor rates at the job site location for the ProJect for an e~ght (8) hour day, forty (40) hour week, or such shorter work period as may be estabhshed If CITY orders, and authorizes m wntmg, overtime work, which requires prem~mn pay (1-1/2x standard), Agreement between City of Denton And Intelhsys Group - Page 5 of 16 CONTRACTOR shall be entitled to add such prem~mn to the Contract Puce, plus a fifteen percent (15%) cost for reasonable overhead and profit ARTICLE VII LICENSE A Grant of L~cense CONTRACTOR grants CITY (or, ~n the ease of software created by third part, es, transfers to CITY) pursuant to the terms and condit~ons of th~s Contract, a nonexclusive license to use all Software ~ VIII TESTING AND ACCEPTANCE A At ~ts sole option, CITY may elect to subject the System to a series of umt, System and final acceptance testing by CITY personnel prior to acceptance of the System CITY shall be allowed a mnnmum thirty (30) day period for acceptance testing Such acceptance tests shall be conducted tn sltu upon installation ~n order to determine whether System performs accordmg to the ftmctions, specfficat~ons 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 components of the System operate as specffied, 3 the System will be capable of funct~omng without any major ~mpact on the current operating environment, 4 the System ~s capable of running on a variety of data w~thout failure, and 5 the System meets the runtlmes mqmred by CITY B, CITY's Pdghts Upon Termination After Failure of Warranty Process Upon CITY's termination of this Contract after failure of the acceptance tests, CITY shall promptly return Sof[ware and Hardware to CONTRACTOR and shall have the right to receive prompt reimbursement of all payments made to CONTRACTOR under this Contract ARTICLE IX TRAINING CONTRACTOR shall provide, during ., a ( )-day trmnmg program at no charge to CITY at CITY's site for up to ( ) employees of CITY Agreement between C~ty of Denton And Intelhsys Group - Page 6 of 16 ARTICLE X WARRANTIES A Warranty of Title CONTRACTOR warrants that it holds title and/or copyright to all Software and its assomated MODULES hcensed and dehvered pursuant to tlus Contract, or ~n the event that any hcenses to the Software are held by a third party, that a license sufficient to secure CITY's expected use of the Sot~vare will be transferred to CITY B Apphcatmn Sofavare Warranty CONTRACTOR warrants that ~ts Software will perform free of defects that would prevent the System from operating ~n the manner described in the Contract documents and any other related user documentation for the version installed Tlus Warranty shall commence upon date of acceptance by CITY of the System C Year 2000 Warranty CONTRACTOR warrants that each hardware, software, and firmware product dehvered under flus contract shall, as a system, be able to accurately process date data (including, but not hm~ted to, calculating, companng, and sequencing) fi'om, into, and between the twentieth and twenty-first centuries, ~ncludlng leap year calculations, when used m accordance with the product documentation provided by CONTRACTOR, provided that all other ~nterfaces (e g, hardware, sof~ware, firmware) used in combination with such product properly exchange date data with it Notwithstanding any provision to the contrary, the remedies avmlable to CITY under this warranty shall include repair or replacement of any CONTRACTOR-supphed product whose non-compbance is discovered and made known to CONTRACTOR ~n writing Nothing ~n th~s warranty shall be construed to limit any rights or remedies CITY may otherwise have under the contract with respect to defects other than Year 2000 performance C Additional Warrant~es Included wnh~n the flat fee compensation ~s one year of the Intellysls Group ProPlus enhanced warranty described below from CONTRACTOR's Proposal This premium level mmntenance agreement (one year) adds the following features to our standard Warranty coverage including * Unlimited service calls, guaranteed 24-hour on-site response (Monday- Friday) and two (2) hour telephone response time · Manufacturer's parts and labor warranties extended * Four (4) preventative mmntenance calls per year · 15% discount offrepmr and replacements parts * 20% discount offlntalhsys Group rental eqmpment · Quarterly logbook repmr and performance reports · Free Softzware Upgrades Agreement between City of Denton And Intelbsys Group - Page 7 of 16 ARTICLE XI OBSERVATION AND REVIEW OF THE WORK CONTRACTOR shall exercise reasonable care and due dflagence in d~scovenng and promptly reporting to the CITY any defects or deficiencies ~n 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 th~s Agreement CONTRACTOR is entitled to retmn cop~es of all such documents The documents prepared and furnished by CONTRACTOR are ~ntended only to be apphcable to ttus 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 mformat~on or materials developed pursuant to th~s Agreement ~n another project or for other purposes than specified here~n, CONTRACTOR ~s released from any and all habfllty relating to their use m 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 detmls of the work performed hereunder and all persons performing same, and shall be responsible for the acts and omissions of 1ts officers, agents, employees, contractors, subcontractors and consultants, that the doctnne of respondent superior shall not apply as between CITY and CONTRACTOR, its officers, agents, employees, contractors, subcontractors and consultants, and nothing here~n shall be construed as creating a parmersh~p or joint enterprise between CITY and CONTRACTOR ARTICLE XIV INDEMNITY AGREEMENT CONTRACTOR shall mdemmfy and save and hold harmless CITY and its officers, agents, and employees from and agmnst any and all llab~hty, claims, demands, damages, losses, and expenses, ~ncludmg, but not hm~ted to court costs and reasonable attorney fees incurred by CITY, and mcludmg, w~thout hm~tat~on, damages for bodily and personal injury, death and property damage, resulting from the neghgent acts or omissions of the CONTRACTOR or ~ts officers, shareholders, agents, or employees ~n the execution, operation, or performance of thls Agreement CONTRACTOR shall lndemmfy, defend and hold harmless CITY from and against any claims, ~nclud~ng reasonable legal fees and expenses, based upon ~nfnngement of any Umted States copyright trademark or patent by the Software or any other System component CITY agrees to not~fy CONTRACTOR of any such claim promptly in writing CITY agrees to Agreement between C~ty of Denton And Intelhsys Group - Page 8 of 16 cooperate fully w~th CONTRACTOR dunng such proceedings CONTRACTOR shall defend and settle at its sole expenses all proceedings arising out of the foregmng In the event of such mfnngement, CONTRACTOR may replace, ~n whole or m part, Software or any other System component wath a substantmlly compatible and functionally eqmvalent product, or modify the Software or System component to avmd the ~nfnngement Nothing an th~s Agreement shall be construed to create a habfl~ty to any person who ~s not a party to ttus Agreement, and nothmg here~n shall waive any of the part,es' defenses, both at law or eqmty, to any clmm, cause of action, or litigation filed by anyone not a party to th~s Agreement, ~ncludmg the defense of governmental ~mmtm~ty, which defenses are hereby expressly reserved ARTICLE XV INSURANCE Dunng the performance of the servmes under th~s Agreement, CONTRACTOR shall mmntam the following ~nsurance vath an insurance company hcensed to do bus~ness ~n the State of Texas by the State Insurance Comm~ssaon or any successor agency that has a rating w~th Best Rate Carriers of at least an A- or above A Comprehensive General L~abfilty Insurance with bodily ~njury hmlts of not less than $500,000 for each occurrence and not less than $500,000 ~n the aggregate, and w~th property damage hm~ts of not less than $100,000 for each occurrence and not less than $100,000 an the aggregate B Automobile Lmblllty Insurance w~th bodily ~nIury hm~ts of not less than $500,000 for each person and not less than $500,000 for each acmdent, and w~th property damage hm~ts of not less than $100,000 for each acmdent C Worker's Compensation Insurance ~n accordance with statutory reqmrements, and Employers' Lminhty Insurance w~th hm~ts of not less than $100,000 for each accident D Professional Liability Insurance with hm~ts of not less than $1,000,000 annual aggregate E CONTRACTOR shall furmsh ansurance certfficates or ~nsurance pohc~es at the CITY's request to credence such coverages The ~nsurance pohc~es shall name the CITY as an adrht~onal msured on all such pohmes, and shall contmn a prov~s~on that such ~nsurance shall not be canceled or modffied w~thout thirty (30) days prior written notme to CITY and CONTRACTOR In such event, the CONTRACTOR shall, prior to the effective date of the change or cancellation, serve substitute pohcles furnishing the same coverage F CONTRACTOR hereby wtuves subrogatmn rights for loss or damage to the extent same are covered by insurance Insurers shall have no right of recovery or subrogation agmnst CITY, it being the ~ntent~on that the ~nsurance pohc~es shall protect all part~es to the Contract and be primary coverage for all losses covered by the policies, Agreement between City of Denton And Intelhsys Group - Page 9 of 16 G Compames lssmng the insurance pohcles and CONTRACTOR shall have no recourse against CITY for payment of any premiums or assessments for any deductible, as all such premmms and deductibles are the sole respons~bthty and risk of CONTRACTOR H Approval, dasapproval or ftulure to act by CITY regarding any insurance supphed by CONTRACTOR (or any subcontractors) shall not reheve CONTRACTOR of full re~ponslblhty or hablllty for damages and accidents as set forth ~n the Contract documents Neither shall the insolvency or demal of habd~ty by the msurance company exonerate CONTRACTOR from habfllty ARTICLE XVI ARBITRATION AND ALTERNATE DISPUTE RESOLUTION The parties may agree to settle any d~sputes under th~s Agreement by subm~ttmg the d~spute to arbitration or other means of alternate d~spute resolution, such as mediation No arbitration or alternate dispute resolution arising out of or relating to this Agreement, ~nvolwng one party's disagreement, may include the other party to the d~sagreement without the other's approval ARTICLE XVII TERMINATION OF AGREEMENT A Notwithstanding any other prows~on of th~s Agreement, either party may terminate by glwng thirty (30) days advance written notme to the other party CONTRACTOR and CITY here~n recogmze that the contmuatlon of th~s Contract after the close of any g~ven fiscal year of CITY, which fiscal year ends on September 30th of each year, shall be subject to Denton C~ty Cotmml approval and avmlabthty of funds B Thts Agreement may be terminated in whole or in part in the event of e~ther party substantially f~ulmg to fulfill its obhgatlons under thru Agreement No such termination will be effective unless the other party is g~ven (1) written notice (delivered by cemfied mall, return receipt requested) of intent to terminate and setting forth the reasons spec~fymg the non-performance, and not less than thirty (30) calendar days to cure the failure, and (2) an opportumty for consultation w~th the terminating party prior to termination C If the Agreement ~s terminated prior to completion of the serwces to be provided hereunder, CONTRACTOR shall Immediately cease all services and shall render a final bill for services to the CITY watlun thirty (30) days after the date of termination Unless tenmnat~on 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 ~ncurred 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 ~n providing ~nformat~on The CONTRACTOR shall turn over all documents prepared or fummhed by CONTRACTOR Agreement between C~ty of Denton And lntelhsys Group - Page 10 of 16 pursuant to th~s Agreement to the CITY on or before the date of tenmnat~on, but may maintain copies of such documents for ~ts use ARTICLE XVIII RESPONSIBILITY FOR CLAIMS AND LIABILITIES Approval by the CITY shall not constitute, nor be deemed a release of the responsibility and habfi~ty of the CONTRACTOR, 1ts employees, associates, agents, subcontractors, and subconanltants for the accuracy and competency of their designs or other work, nor shall such approval be deemed to be an assumptton 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 not,ecs, commumcat~ons, and reports reqmred or permitted under th~s Agreement shall be personally dehvered or marled to the respective parties by depositing same m the United States mml to the address shown below, certified mall, return receipt requested, unless otherwise specified hereto Marled notices shall be deemed commamcated as of three (3) days after mmllng To CONTRACTOR To CITY City of Denton City Manager 215 East McKanney Denton, Texas 76201 All notices shall be deemed effective upon receipt by the party to whom such notice is given, or w~th~n three (3) days after mmlmg ARTICLE XX ENTIRE AGREEMENT Entare Agreement Ttus Contract embodies the complete agreement of the parties hereto and supersedes all prior or contemporaneous offers, promises, representations, negot~ations, d~scuss~ons, commumcatlons, and agreements which may have been made in connection with the subject matter hereof and, except as otherwise provided herein, cannot be modffied without written agreement of the partaes Tins contract supersedes all shnnk-wrap and "click to accept" provisions otherwise provided by CONTRACTOR ARTICLE XXI SEVERABILITY If any prowsion of this Agreement is found or deemed by a court of competent jurisdiction to be mvahd or unenfomeable, it shall be considered severable from the remainder of Agreement between C~ty of Denton And Intelllsys Group - Page 11 of 16 flus Agreement and shall not cause the remainder to be lnvahd or unenforceable In such event, the partaes shall reform thxs Agreement to replace such stricken prov~slon w~th a valid and enforceable provision which comes as close as possible to expressxng the ~ntentlon of the smeken provision COMPLIANCE WITH LAWS The CONTRACTOR shall comply w~th all federal, state, and local laws, rules, regulations, and ordinances apphcable to the work covered hereunder as they may now read or hereinafter be amended ARTICLE XXIII DISCRIMINATION PROHIBITED In perfonmng the services reqmred hereunder, the CONTRACTOR shall not dlscnnunate against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or disability ARTICLE mV PERSONNEL A CONTRACTOR represents that it has or will secure, at its own expense, all personnel reqmred to perform all the services reqmred under th~s Agreement Such personnel shall not be employees or officers of, or have any contractual relations w~th the CITY CONTRACTOR shall mfonn the CITY of any conflict of interest or potential confhct of interest that may anse dunng the term of this Agreement B All services required hereunder will be performed by CONTRACTOR or under ~ts superws~on All personnel engaged m work shall be quahfied, and shall be authorized and permitted under state and local laws to perform such services ASSIGNABILITY CONTRACTOR shall not assign or otherwise transfer any right or interest in this Contract, m the System, or any of components of the System, ~n whole or m part, to anyone, ~ncludmg any parent, subsidiaries, affihated entlt~es or third pan,es, or as part of the sale of any portion of ars business, or pursuant to any merger, consohdat~on or reorganization, ~ncludmg by operation of law, w~thout the other party's prior written consent ARTICLE XVI MODIFICATION No wmver or modification of tbas Agreement or of any covenant, condition, or hm~tat~on herein contained shall be vahd unless in writing and duly executed by the party to be charged therewith, and no evidence of any w~uver or modlficat~on shall be offered or received in evidence Agreement between C~ty of Denton And Intelhsys Group - Page 12 of 16 ~n any proceedmg arising between the parties hereto out of or affecting this Agreement, or the rights or obhgatlons of the parties hereunder, and unless such wmver or modfficatlon ~s in writing and duly executed, and the part, es further agree that the prows~ons of fins sectmn will not be wmved unless as set forth hereto ARTICLE XVII MISCELLANEOUS A The following extublts are attached to and made a part ofttus Agreement (NONE) B CONTRACTOR agrees that CITY shall, until the exp~ratmn of three (3) years after the final payment under fins Agreement, have access to and the right to examine any directly pertinent books, documents, papers, and records of the CONTRACTOR ~nvolwng transactmns relating to fins Agreement CONTRACTOR agrees that CITY shall have access dunng normal working hours to all necessary CONTRACTOR facfl~hes and shall be prowded adequate and appropriate working space ~n order to conduct audits m comphance w~th tlus section CITY shall g~ve CONTRACTOR reasonable advance notice of intended audits C Govermng Law Th~s Contract ~s entered ~nto subject to the Denton C~ty Charter and ordinances of CITY, as they may be amended fi.om t~me to t~me, and ~s subject to and ~s to be construed, governed and enforced under all apphcable State of Texas and federal laws If legal actmn ~s necessary to enforce fins Contract, venue shall lie exclusively m the courts of Denton County, Texas D For the purpose of th~s Agreement, the key persons who wall perform most of the work hereunder shall be Terrell Coble and Eric Bmley However, nothing here~n shall hm~t CONTRACTOR from using other qualffied and competent members of ~ts firm to perform the servmes reqmred hereto E CONTRACTOR shall commence, carry on, and complete any and all projects w~th all apphcable dispatch, m a sound, economical, and efficient manner and ~n accordance w~th the promsmns hereof In accomphsh~ng the projects, CONTRACTOR shall take such steps as are appropriate to ensure that the work ~nvolved ~s properly coordmated w~th related work bemg earned on by the CITY F The CITY shall assist the CONTRACTOR by placing at the CONTRACTOR's d~sposal all avmlable information pertinent to the Project, ~ncludmg prewous reports, any other data relative to the ProJect, and arranging for the access thereto, and make all prowmons for the CONTRACTOR to enter m or upon pubhc and private property as reqmred for the CONTRACTOR to perform serwces under th~s Agreement G The captions of fins Agreement are for mformat~onal purposes only, and shall not m any way affect the substantive terms or conditions of th~s Agreement Agreement between C~ty of Denton And Intelhsys Group - Page 13 of 16 H Force Majeure Neither party shall be in default or otherwise liable for any delay m or failure of ~ts performance under this Contract if such delay or failure arises by any reason beyond its reasonable control, mcludmg any act of God, any acts of the common enemy, the elements, earthquakes, floods, fires, epMemlcs, nots or failures or delay In transportation or commumcat~ons The part, es will promptly ~nfonn and consult w~th each other as to any of the above causes, which in their judgment may or could be the cause of a delay ~n the performance of th~s Contract I Remedies No right or remedy granted herein or reserved to the part, es is exclusive ofeny right or remedy herein by law or eqmty provided or permitted, but each shall be cumulative or every right or remedy g~ven hereunder No covenant or condition of tlus Contract may be waived without consent of the parties Forbearance or indulgence by either party shall not constitute a wmver of any covenant or condition to be performed pursuant to this Contract J Read and Understood Each party acknowledges that ~t has read and understands tlus Contract and agrees to be bound by ~ts terms K Construction of Contract Both parties have participated fully in the review and revision of tins Contract Any role of construction to the effect that ambiguities are to be resolved against the drafhng party shall not apply to the interpretation of th~s Contract 1N WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be executed by its duly authorized City Manager, and CONTRACTOR has~e~cuted this AgrBqment .[]~rough its duly anthonzed undersigned officer on this the '/rr~ day of '7/'//2LPJq I ,2000 CITY OF DENTON, TEXAS ATTEST JENNIFER WALTERS, CITY SECRETARY BY ~/gt .. ~. Agreement between City of Denton And Intelbsys Group Page 14 of 16 APPROVED AS TO LEGAL FORM HERBERT L PROUTY, CITY ATTORNEY ~' CON OR ~. WITNESS BY THE STATE OF TEXAS § Acknowledgment COUNTY OF DENTON § BEFORE ME, the undersimaed authority, a Notary Public in and for the State of Texas, on this day personally appeared~n~ ~ta.~e~/~]-J~known to me to be the person and officer whose name is subscribed to the foregol~ lnstrument,~and ac~.ngwJqdged to.. me that he executed same for and as the act and deed of ~'~(~J~qt.//,/o of J-r~pe/|~t~0/r~gand 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 th~s the o"~)rkday of Notaxy Pub|m, State of Te~gs Notary's Pnnted Name My Commission Expires /O - Z I .-' ~l THE STATE OF TEXAS § City Acknowledgment COUNTY OF DENTON § BEFORE ME, the undersigned authority, a Notary Pubh¢ in and for the State of Texas, on this day personally appeared MICHAEL W JEZ, known to me to be the person and officer whose name as subscribed to the foregoing instnnnent, and acknowledged to me that he executed same for and as the act and deed of the CITY OF DENTON, TEXAS, a mumelpal 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 th~s the '~ day /19tota~ P~t~l~c, State 9f~T~x~.! My CommIss,on Expires [~'~//~/l~ri''' Notary's Pnnted Name ~' d Ej~rl~l ~ER-K WALTERs December, 10, 2002