7125- Preparation and Facilitation of City Council Retreat- Accenture- Final Executed
Docusign Transmittal Coversheet
File Name
Purchasing Contact
Contract Expiration
DocuSign Envelope ID: 55B1DB65-224F-40C0-BF19-909D0DD46FDE
7125
Jody Word
Not Applicable
Preparation and Facilitation of City Council Retreat
FILE
City of Denton, Texas Contract 7125
Standard Agreement for Professional Services
Revised Date: 12/5/18
Page 1 of 22
PROFESSIONAL SERVICES AGREEMENT
FOR CONSULTING SERVICES
FILE 7125
STATE OF TEXAS §
COUNTY OF DENTON §
THIS AGREEMENT (the “Agreement”) is made and entered into on
________________________, by and between the City of Denton, Texas, a Texas municipal
corporation, with its principal office at 215 East McKinney Street, Denton, Denton County,
Texas 76201, hereinafter called “OWNER” and Accenture LLP, with its corporate office at 161
North Clark Street Chicago, IL 60601 hereinafter called “CONSULTANT,” 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:
ARTICLE I
CONSULTANT AS INDEPENDENT CONTRACTOR
The OWNER has selected CONSULTANT on the basis of demonstrated competence and
qualifications to perform the services herein described for a fair and reasonable price pursuant to
Chapter 2254 of the Texas Government Code. The OWNER hereby contracts with the
CONSULTANT as an independent contractor and not as an employee, and as such, the OWNER
will not assert control over the day-to-day operations of the CONSULTANT. The
CONSULTANT is customarily engaged to provide services as described herein independently
and on a nonexclusive basis in the course of its business. This Agreement does not in any way
constitute a joint venture between OWNER and CONSULTANT. The CONSULTANT hereby
agrees to perform the services described herein based on the skills required for the scope of work
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, preparation and facilitation of city council
retreat, as described in Exhibit A, which is attached hereto and incorporated herein (the
“Project”).
ARTICLE II
SCOPE OF BASIC SERVICES
The CONSULTANT shall perform the following services in a professional manner:
A. To perform all those services set forth in CONSULTANT’s proposal, which proposal is
attached hereto and made a part hereof as Exhibit A as if written word for word herein.
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City of Denton, Texas Contract 7125
Standard Agreement for Professional Services
Revised Date: 12/5/18
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B. CONSULTANT shall perform all those services set forth in individual task orders, as
described in Exhibit A, which shall be attached to this Agreement and made a part
hereof.
C. If there is any conflict between the terms 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 III
ADDITIONAL SERVICES
Additional services to be performed by the CONSULTANT, if authorized by the
OWNER, which are not included in the above-described Basic Services, may be negotiated as
needed, per rates included in Exhibit B.
A. Preparing applications and supporting documents for government grants, loans, or
planning advances and providing data for detailed applications.
B. Visits to the site in excess of the number of trips included in Exhibit A.
C. Preparing statements for invoicing or other documentation for billing other than for the
standard invoice for services attached to this professional services agreement.
ARTICLE IV
TIME OF COMPLETION
CONSULTANT is authorized to commence work under this contract upon execution of this
AGREEMENT. CONSULTANT shall perform and complete its obligations herein in a prompt
and continuous manner, so as to not delay the completion of the Project in accordance with the
schedules as described in Exhibit A. The contract shall remain effective for a period which may
reasonably be required for the completion of the Project, acceptance by an authorized
representative of the OWNER, exhaustion of authorized funds, or termination as provided in this
Agreement, whichever occurs first.
ARTICLE V
COMPENSATION
A. COMPENSATION TERMS:
1. “Subcontract Expense” is defined as expenses incurred by the CONSULTANT in
employment of others in outside firms for services related to this agreement.
2. “Direct Non-Labor Expense” is defined as that expense for any assignment
incurred by the CONSULTANT for supplies, transportation and equipment,
travel, communications, subsistence, and lodging away from home, and similar
incidental expenses in connection with that assignment.
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Standard Agreement for Professional Services
Revised Date: 12/5/18
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B. BILLING AND PAYMENT: For and in consideration of the professional services to be
performed by the CONSULTANT herein, the OWNER agrees to pay, based on the cost
estimate detail at an hourly rate shown in Exhibit B which is attached hereto and made a
part of this Agreement as if written word for word herein, a total fee, including
reimbursement for direct non-labor expenses not to exceed $24,800.
Partial payments to the CONSULTANT will be made on the basis of detailed monthly
statements rendered to and approved by the OWNER through its City Manager or his
designee; however, under no circumstances shall any monthly statement for services
exceed the value of the work performed at the time a statement is rendered.
Nothing contained in this Article shall require the OWNER to pay for any work which is
unsatisfactory, as reasonably determined by the City Manager or his designee, or which is
not submitted in compliance with the terms of this Agreement. The OWNER shall not be
required to make any payments to the CONSULTANT when the CONSULTANT is in
default under this Agreement.
It is specifically understood and agreed that the CONSULTANT shall not be authorized
to undertake any work pursuant to this Agreement which would require additional
payments by the OWNER for any charge, expense, or reimbursement above the
maximum not to exceed fee as stated, without first having obtained written authorization
from the OWNER. The CONSULTANT shall not proceed to perform the services listed
in Article III “Additional Services,” without obtaining prior written authorization from
the OWNER.
C. ADDITIONAL SERVICES: For additional services authorized in writing by the
OWNER in Article III, the CONSULTANT shall be paid based on the Schedule of
Charges at an hourly rate shown in Exhibit B. Payments for additional services shall be
due and payable upon submission by the CONSULTANT and approval by the City staff,
and shall be in accordance with subsection B hereof. Statements shall not be submitted
more frequently than monthly.
D. PAYMENT: If the OWNER fails to make payments due the CONSULTANT for
services and expenses within thirty (30) days after receipt of the CONSULTANT’s
undisputed statement thereof, the amounts due the CONSULTANT will be paid interest
in accordance with the Texas Government Code 2251.025. Additionally, the
CONSULTANT may, after giving seven (7) days’ written notice to the OWNER,
suspend services under this Agreement until the CONSULTANT has been paid in full all
amounts due for services, expenses, and charges. Nothing herein shall require the
OWNER to pay the late charge if the OWNER reasonably determines that the work is
unsatisfactory, in accordance with this Article V, “Compensation,” there is a bona fide
dispute concerning the amount due, or the invoice was not mailed to the address or in the
form as described in this Agreement. The OWNER will notify CONSULTANT of any
disputes within twenty-one (21) days of receipt of the invoice.
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Standard Agreement for Professional Services
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E. Invoices shall be sent directly to the City of Denton Accounts Payable Department, 215
E McKinney St, Denton, TX, 76201-4299. A pro-forma invoice shall be sent to the
contract administrator. It is the intention of the City of Denton to make payment on
completed orders within thirty days after receipt of invoice or items; whichever is later,
unless unusual circumstances arise. Invoices must be fully documented as to labor,
materials, and equipment provided, if applicable, and must reference the City of
Denton Purchase Order Number in order to be processed. No payments shall be
made on invoices not listing a Purchase Order Number.
ARTICLE VI
OBSERVATION AND REVIEW OF THE WORK
The CONSULTANT will exercise reasonable care and due diligence in discovering and
promptly reporting to the OWNER any defects or deficiencies in the work of the
CONSULTANT or any subcontractors or subconsultants.
ARTICLE VII
OWNERSHIP OF DOCUMENTS
All documents prepared or furnished by the CONSULTANT (and CONSULTANT’s
subcontractors or subconsultants) pursuant to this Agreement are instruments of service, and
shall become the property of the OWNER upon the termination of this Agreement. The
CONSULTANT is entitled to retain copies of all such documents. The documents prepared and
furnished by the CONSULTANT are intended only to be applicable to this Project, and
OWNER’s use of these documents in other projects shall be at OWNER’s sole risk and expense.
In the event the OWNER uses any of the information or materials developed pursuant to this
Agreement in another project or for other purposes than specified herein, CONSULTANT is
released from any and all liability relating to their use in that project.
ARTICLE VIII
INDEMNITY AGREEMENT AND LIMITATION OF LIABILITY
THE CONSULTANT SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS
THE OWNER AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM
AND AGAINST ANY AND ALL THIRD PARTY LIABILITY, CLAIMS, DEMANDS,
DAMAGES, LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO
COURT COSTS AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR
INCURRED BY THE OWNER, FOR DAMAGES FOR BODILY AND PERSONAL
INJURY, DEATH AND PROPERTY DAMAGE, RESULTING FROM THE
NEGLIGENT ACTS OR OMISSIONS OF THE CONSULTANT OR ITS OFFICERS,
SHAREHOLDERS, AGENTS, OR EMPLOYEES CAUSED BY CONSULTANT’S
EXECUTION, OPERATION, OR PERFORMANCE OF THIS AGREEMENT.
EXCEPT FOR EACH PARTY’S OBLIGATION OF INDEMNIFICATION SET OUT IN
THIS ARTICLE AND FOR BREACH OF THE OBLIGATIONS RELATING TO
CONFIDENTIAL INFORMATION (OTHER THAN A BREACH IN RESPECT OF
PERSONAL DATA), THE SOLE LIABILITY OF EITHER PARTY TO THE OTHER IN
RELATION TO ANY AND ALL CLAIMS IN ANY MANNER RELATED TO THE
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Standard Agreement for Professional Services
Revised Date: 12/5/18
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AGREEMENT (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT
LIABILITY IN TORT, BY STATUTE OR OTHERWISE) WILL BE FOR DIRECT
DAMAGES, NOT TO EXCEED IN THE AGGREGATE AN AMOUNT EQUAL TO THE
TOTAL FEES PAID OR PAYABLE TO ACCENTURE UNDER THE APPLICABLE
SOW (OR IF THE TERM OF THE SOW IS 12 MONTHS OR LONGER, THE
LIABILITY OF EACH PARTY WILL BE LIMITED IN THE AGGREGATE TO THE
FEES RECEIVED UNDER THE APPLICABLE SOW DURING THE 12 MONTH
PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE FIRST
SUCH CLAIM OR, IN RESPECT OF ANY SUCH EVENT OCCURRING DURING THE
FIRST 12 MONTHS OF THE SOW, THE FEES PAYABLE UNDER THE APPLICABLE
SOW DURING THE FIRST 12 MONTHS). IN NO EVENT WILL EITHER PARTY BE
LIABLE (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY IN
TORT, BY STATUTE OR OTHERWISE) FOR ANY: (I) CONSEQUENTIAL,
INDIRECT, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, OR (II) LOSS OF
PROFITS, BUSINESS, OPPORTUNITY OR ANTICIPATED SAVINGS (WHETHER
DIRECTLY OR INDIRECTLY ARISING). NOTHING IN THE AGREEMENT
EXCLUDES OR LIMITS EITHER PARTY’S LIABILITY TO THE OTHER WHICH
CANNOT LAWFULLY BE EXCLUDED OR LIMITED.
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 IX
INSURANCE
During the performance of the services under this Agreement, CONSULTANT
shall maintain insurance in compliance with the requirements of Exhibit C which is
attached hereto and made a part of this Agreement as if written word for word herein.
ARTICLE X
ALTERNATIVE DISPUTE RESOLUTION
The parties may agree to settle any disputes under this Agreement by submitting the
dispute to mediation with each party bearing its own costs of mediation. No mediation 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. Mediation will not be a condition
precedent to suit.
ARTICLE XI
TERMINATION OF AGREEMENT
A. Notwithstanding any other provision of this Agreement, either party may terminate by
giving thirty (30) days’ advance written notice to the other party.
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Standard Agreement for Professional Services
Revised Date: 12/5/18
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B. 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 affected 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 fifteen (15) calendar days to cure the
failure; and (2) an opportunity for consultation with the terminating party prior to
termination.
C. If the Agreement is terminated prior to completion of the services to be provided
hereunder, CONSULTANT shall immediately cease all services and shall render a final
bill for services to the OWNER within thirty (30) days after the date of termination. The
OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily
performed and for reimbursable expenses to termination incurred prior to the date of
termination, in accordance with Article V “Compensation.” Should the OWNER
subsequently contract with a new consultant for the continuation of services on the
Project, CONSULTANT shall cooperate in providing information. The CONSULTANT
shall turn over all documents prepared or furnished by CONSULTANT pursuant to this
Agreement to the OWNER on or before the date of termination, but may maintain copies
of such documents for its use.
ARTICLE XII
RESPONSIBILITY FOR CLAIMS AND LIABILITIES
Approval by the OWNER shall not constitute, nor be deemed a release of the
responsibility and liability of the CONSULTANT, 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 assumption of such responsibility by the
OWNER for any defect in the design or other work prepared by the CONSULTANT, its
employees, subcontractors, agents, and consultants.
ARTICLE XIII
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’ mailing:
To CONSULTANT: To OWNER:
Accenture, LLP City of Denton
Robert Cohan, Managing Director Purchasing Manager- File 7125
161 North Clark Street 901B Texas Street
Chicago, IL 60601 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’ mailing.
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Standard Agreement for Professional Services
Revised Date: 12/5/18
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ARTICLE XIV
ENTIRE AGREEMENT
This Agreement and related exhibits constitute the complete and final expression of this
Agreement of the parties, and is intended as a complete and exclusive statement of the terms of
their agreements, and supersedes all prior contemporaneous offers, promises, representations,
negotiations, discussions, communications, and agreements which may have been made in
connection with the subject matter hereof.
ARTICLE XV
SEVERABILITY
If any provision of this Agreement is found or deemed by a court of competent
jurisdiction to be invalid or unenforceable, it shall be considered severable from 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 XVI
COMPLIANCE WITH LAWS
The CONSULTANT shall comply with all federal, state, and local laws, rules,
regulations, and ordinances applicable to the work covered hereunder as those laws may now
read or hereinafter be amended.
ARTICLE XVII
DISCRIMINATION PROHIBITED
In performing the services required hereunder, the CONSULTANT shall not discriminate
against any person on the basis of race, color, religion, sex, sexual orientation, national origin or
ancestry, age, or physical handicap.
ARTICLE XVIII
PERSONNEL
A. The CONSULTANT 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
OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or
potential conflict of interest that may arise during the term of this Agreement.
B. All services required hereunder will be performed by the CONSULTANT 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.
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Standard Agreement for Professional Services
Revised Date: 12/5/18
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ARTICLE XIX
ASSIGNABILITY
The CONSULTANT acknowledges that this Agreement is based on the demonstrated
competence and specific qualifications of the CONSULTANT and is therefore personal as to the
CONSULTANT. Therefore, the CONSULTANT shall not assign any interest in this Agreement,
and shall not transfer any interest in this Agreement (whether by assignment, novation, or
otherwise) without the prior written consent of the OWNER.
ARTICLE XX
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 XXI
MISCELLANEOUS
A. The following exhibits are attached to and made a part of this Agreement:
Exhibit A – Consultant’s Scope of Services Offer, Project Schedule and
Exhibit B – Compensation Rate Sheet
Exhibit C – City of Denton’s Insurance Requirements
What is called for by one exhibit shall be as binding as if called for by all. In the event of
an inconsistency or conflict in this Agreement and any of the provisions of the exhibits,
the inconsistency or conflict shall be resolved by giving precedence first to this
Agreement then to the exhibits in the order in which they are listed above.
B. This Agreement shall be governed by, construed, and enforced in accordance with, and
subject to, the laws of the State of Texas or federal law, where applicable, without regard
to the conflict of law principles of any jurisdiction. In the event there shall be any dispute
arising out of the terms and conditions of, or in connection with, this Agreement, the
party seeking relief shall submit such dispute to the District Courts of Denton County or
if federal diversity or subject matter jurisdiction exists, to the United States District Court
for the Eastern District of Texas-Sherman Division.
C. For the purpose of this Agreement, the key persons who will perform most of the work
hereunder shall be authorized. However, nothing herein shall limit CONSULTANT from
using other equally qualified and competent members of its firm to perform the services
required herein.
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Standard Agreement for Professional Services
Revised Date: 12/5/18
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D. CONSULTANT 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, CONSULTANT shall take such
steps as are appropriate to ensure that the work involved is properly coordinated with
related work being carried on by the OWNER.
E. The OWNER shall assist the CONSULTANT by placing at the CONSULTANT’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 all
provisions for the CONSULTANT to enter in or upon public and private property as
required for the CONSULTANT to perform services under this Agreement.
F. The captions of this Agreement are for informational purposes only, and shall not in any
way affect the substantive terms or conditions of this Agreement.
G. 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.
ARTICLE XXII
INDEPENDENT CONTRACTOR
CONSULTANT shall provide services to OWNER as an independent contractor, not as
an employee of the OWNER. CONSULTANT shall not have or claim any right arising from
employee status.
ARTICLE XXIII
RIGHT TO AUDIT
The OWNER shall have the right to audit and make copies of the books, records and
computations pertaining to this agreement. The CONTRACTOR shall retain such books,
records, documents and other evidence pertaining to this agreement during 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 10 business days of written
request. Further, the CONTRACTOR shall also require all Subcontractors, material suppliers,
and other payees to retain all books, records, documents and other evidence pertaining to this
agreement, and to allow the OWNER similar access to those documents. All books and records
will be made available within a 50 mile radius of the City of Denton. The cost of the audit will
be borne by the OWNER 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 business days of
receipt of an invoice.
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Standard Agreement for Professional Services
Revised Date: 12/5/18
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Client will provide 14 days’ prior written notice of any audit; ensure that the audit is conducted
during normal business hours and in a manner that will result in minimal disruption to
Accenture’s business, procure that the auditor is not a competitor of Accenture and executes a
confidentiality agreement with Accenture prior to the audit. Client will not be entitled to (i) data
or information of other customers or clients of Accenture; (ii) any cost information unless such is
the basis of a billable expense; (iii) Accenture's quality assurance reviews, contract management
reports, and security functions; (iv) audit third parties except to the extent Accenture has the right
to grant such right; (v) any access or testing of shared service infrastructure or environments or
(vi) any other Confidential Information of Accenture that is not directly relevant for the
authorized purposes of the audit.
Failure to comply with the provisions of this section shall be a material breach of this contract
and shall constitute, in the OWNER’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.
ARTICLE XXIV
Prohibition On Contracts With Companies Boycotting Israel
Supplier acknowledges that in accordance with Chapter 2270 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 agreement, Supplier certifies that Supplier’s signature
provides written verification to the City that Supplier: (1) does not boycott Israel; and (2) will
not boycott Israel during the term of the agreement. Failure to meet or maintain the
requirements under this provision will be considered a material breach.
ARTICLE XXV
Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign
Terrorist Organization
Section 2252 of the Texas Government Code restricts CITY from contracting with companies
that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement,
Supplier certifies that Supplier’s signature provides written verification to the City that
Supplier, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not
become ineligible to receive payments under this agreement by doing business with Iran,
Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under
this provision will be considered a material breach.
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City of Denton, Texas Contract 7125
Standard Agreement for Professional Services
Revised Date: 12/5/18
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IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be
executed by its duly authorized City Manager, and CONSULTANT has executed this Agreement
through its duly authorized undersigned officer on this date______________________.
CITY OF DENTON, TEXAS
“OWNER”
__________________________________
JODY WORD, SENIOR BUYER
JENNIFER WALTERS, CITY SECRETARY
BY:______________________________
ACCENTURE, LLP
“CONSULTANT”
___________________________________
BY: ROBERT COHAN,
ITS: MANAGING DIRECTOR
THIS AGREEMENT HAS BEEN BOTH
REVIEWED AND APPROVED as to
financial and operational obligations and
business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
DocuSign Envelope ID: 55B1DB65-224F-40C0-BF19-909D0DD46FDE
Sara Hensley
Sara Hensley
CMO
7/26/2019
City of Denton, Texas Contract 7125
Standard Agreement for Professional Services
Revised Date: 12/5/18
Page 12 of 22
Exhibit A
Consultant’s Scope of Services Offer and Project Schedule
PREPARATION AND FACILITATION OF CITY COUNCIL RETREAT
This Statement of Work (“SOW”) is entered into by and between Accenture LLP (“Accenture”)
and the City of Denton (“Client” or the “City”) as of July 25, 2019 (the “Effective Date”). This
SOW is subject to the terms and conditions of the Professional Services Agreement for
Consulting Services entered into by the City of Denton and Accenture LLP on ___________.
All capitalized terms used in this SOW have the meanings defined in this document or the
Agreement. In the event of an inconsistency between this SOW and the Agreement, this SOW
shall govern.
Background and Purpose
The City of Denton developed a 2017-18 strategic plan that outlines five Key Focus Areas
(Organizational Excellence; Public Infrastructure; Economic Development; Safe, Livable &
Family-Friendly Community; Sustainable and Environmental Stewardship). For each of these
KFAs, the City has identified strategic initiatives to advance these outcomes and performance
measures to measure and report on the City’s progress in those areas. In addition, at its August
2018 retreat, the City Council developed a list of eight priorities for the coming year. The City
Manager and other staff periodically provide updates to the Council regarding progress on those
initiatives – most recently in April 2019.
As the City approaches the start of a new fiscal year in October, its leadership (City Manager and
City Council) is seeking to develop a consensus around 1) what the priorities will be for the
2019-20 fiscal year and 2) how the Council and staff can work more collaboratively and
efficiently to ensure that City Council members have the appropriate level of timely information
to make decisions while also providing staff with the time necessary to focus on managing the
overall organization and ensuring effective delivery of services. These two topics will be the
focus of the City Council’s August 17, 2019 retreat, and the City is contracting with Accenture to
prepare for and facilitate that retreat.
Scope of Services
Accenture will undertake the following activities to prepare for the retreat.
Accenture will conduct one-on-one interviews with the City officials who are expected to
participate at the retreat, which will consist of the Mayor, City Council members, and
members of the city’s Executive Leadership Team. The focus of these interviews will be
to obtain the participants’ perspective on what should be the City’s priorities for the
coming year and their views on the effectiveness of Council-staff interactions.
Accenture will also conduct group interviews with the City’s department directors. There
will be a maximum of two such sessions; department directors will be invited to attend
one of them. The focus of these interviews will be learning what the directors feel
should be the priorities for the City in the coming year as well as how Council-staff
relations can be improved.
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Standard Agreement for Professional Services
Revised Date: 12/5/18
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Accenture will review the City’s strategic plan, staff updates to City Council on key
priorities and initiatives, and other key documents and reports related to Council-staff
interactions.
Based on what is learned through the above data gathering, Accenture will develop a
detailed agenda for the August 17 retreat as well as a summary of key themes that
emerged from the interviews and document review. Nothing contained in the summary
will identify individual Council or staff member responses. The agenda and summary
document will be submitted to the City Manager for review and feedback so that it can
be finalized and distributed to the retreat participants at least 5 working days prior to the
retreat.
Accenture will provide two facilitators for the day-long August 17 retreat, which will include a
combination of full-group discussions, short presentations by Accenture, and potentially small-
group activities. Any small-group activities will be organized and facilitated in a manner that is
compliant with relevant open-meeting laws and regulations. The Accenture facilitators will be
responsible for introducing and using consensus-driven facilitation techniques and visibly
capturing key points made by participants during the discussions and activities. It is not
expected that the Council will take any formal votes during the retreat.
The end result of the workshop will be an identification of where consensus exists among the
Mayor and City Council members regarding the City’s priorities for the coming year as well as
an agreement among City Council and the City Manager regarding how to make Council-staff
communications and interactions more effective and sustainable in pursuit of advancing those
priorities and other goals of the Strategic Plan. Accenture will create written summaries of these
agreements and submit them to the City Manager within five working days following the retreat
for his review and feedback.
Deliverables
Accenture will produce the following deliverables (“Deliverables”) as fulfillment of this
Statement of Work.
Retreat Agenda: A written outline describing the different components/activities of the
retreat, the purpose and objective of each of those components, and the expected amount
of time to be spent on them during the retreat.
Pre-Retreat Summary: A PowerPoint presentation of the themes collected during the
interviews and document review. No individual’s comments or perspectives will be
identified in the summary document.
Post-Retreat Report: A PowerPoint presentation and/or Word document that
documents the work completed at the retreat and outlines any consensus agreements.
For all of the above, the City will have five working days from receipt of the deliverable to
review it and provide written feedback indicating whether it is accepted based on its material
conformance to such Deliverable description set forth above or if any changes that must be made
to it. If no such written feedback is received within five working days, the Deliverable will be
considered accepted.
DocuSign Envelope ID: 55B1DB65-224F-40C0-BF19-909D0DD46FDE
City of Denton, Texas Contract 7125
Standard Agreement for Professional Services
Revised Date: 12/5/18
Page 14 of 22
Unless otherwise agreed to in writing by the parties, the above describes Accenture’s complete
scope of Services.
Assumptions
In addition to any other responsibilities or assumption described in this SOW, set forth below is a
list of the obligations for which Client will be responsible, conditions on Accenture’s
performance, and assumptions upon which Accenture relies in agreeing to perform the Services
described in this SOW on the terms set out herein (collectively “Client’s Obligations”). If any of
Client’s Obligations are not performed or prove to be incorrect, it may cause changes to the
Project schedule, fees and expenses, Deliverables, level of effort required, or otherwise impact
Accenture’s performance of the Services described in this SOW, and Accenture shall have no
liability with respect to its inability to perform the Services resulting therefrom. Client shall
grant to Accenture such additional time as is reasonable to provide the Services and/or the
relevant Deliverables, as the case maybe, and shall pay to Accenture any additional fees
necessary to compensate Accenture for any necessary additional effort or expenses.
1. Client shall set overall direction for the project team, make choices on direction,
options and priorities, and take ownership for the outcomes.
2. Client will commit the necessary resources and management involvement to support
the project.
3. Client shall be responsible for its operation and use of the Deliverables and for
determining whether to use or refrain from using any recommendation that may be
made by Accenture. Client will be solely responsible for determining whether any
Services provided by Accenture (i) meet Client’s requirements; (ii) comply with all
laws and regulations applicable to Client; and (iii) comply with Client’s applicable
internal guidelines and any other agreements it has with third parties.
4. Client shall not provide Accenture with, and Accenture will not have access to
Personal Data under this SOW.
DocuSign Envelope ID: 55B1DB65-224F-40C0-BF19-909D0DD46FDE
City of Denton, Texas Contract 7125
Standard Agreement for Professional Services
Revised Date: 12/5/18
Page 15 of 22
Exhibit B
Consultant’s Compensation Rate Sheet
Project Timeline
Based on initial conversations with the City Manager’s office, below is the anticipated timeline
for this project.
July 8-31 Accenture reviews Strategic Plan and other relevant City documents and
reports
July 15-16 Accenture conducts on-site interviews with City Council members and staff
By July 31 Accenture provides proposed Retreat Agenda and Pre-Retreat Summary to
City Manager for review and feedback
By August 6 City Manager provides written feedback on recommended changes to Agenda
and Pre-Retreat Summary
By August 9 Accenture provides final Agenda and Pre-Retreat Summary for City Manager
to distribute to retreat participants
August 17 Accenture facilitates day-long City Council retreat
By August
23
Accenture provides Post-Retreat Report to City Manager for review and
feedback
Price
The fixed-fee price for fulfilling this Statement of Work is $24,800 – to be paid upon completion
of all deliverables identified above and acceptance by the City as described above. All travel-
related expenses are included in the price.
In witness whereof, the parties have caused a duly authorized representative to execute this
SOW as of the date set forth above.
DocuSign Envelope ID: 55B1DB65-224F-40C0-BF19-909D0DD46FDE
City of Denton, Texas Contract 7125
Standard Agreement for Professional Services
Revised Date: 12/5/18
Page 16 of 22
Exhibit C
CITY OF DENTON
INSURANCE REQUIREMENTS FOR CONTRACTORS
Bidder's attention is directed to the insurance requirements below. It is highly recommended
that bidders confer with their respective insurance carriers or brokers to determine in advance
of Bid submission the availability of insurance certificates and endorsements as prescribed
and provided herein. If an apparent low bidder fails to comply strictly with the insurance
requirements, that bidder may be disqualified from award of the contract. Upon bid award, all
insurance requirements shall become contractual obligations, which the successful bidder
shall have a duty to maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall
provide and maintain until the contracted work has been completed and accepted by the City of
Denton, Owner, the minimum insurance coverage as indicated hereinafter.
As soon as practicable after notification of bid award, Contractor shall file with the Purchasing
Department satisfactory certificates of insurance, containing the bid number and title of the
project. Contractor may, upon written request to the Purchasing Department, ask for
clarification of any insurance requirements at any time; however, Contractors are strongly
advised to make such requests prior to bid opening, since the insurance requirements may not be
modified or waived after bid opening unless a written exception has been submitted with the bid.
Contractor shall not commence any work or deliver any material until he or she receives
notification that the contract has been accepted, approved, and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements shall comply
with the following general specifications, and shall be maintained in compliance with these
general specifications throughout the duration of the Contract, 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- VII or better.
Liability policies shall be endorsed to provide the following:
Name as additional insured the City of Denton, its Officials, Agents,
Employees and volunteers.
That such insurance is primary to any other insurance available to the
additional insured with respect to claims covered under the policy and that this
insurance applies separately to each insured against whom claim is made or
suit is brought. The inclusion of more than one insured shall not operate to
increase the insurer's limit of liability.
DocuSign Envelope ID: 55B1DB65-224F-40C0-BF19-909D0DD46FDE
City of Denton, Texas Contract 7125
Standard Agreement for Professional Services
Revised Date: 12/5/18
Page 17 of 22
Provide a Waiver of Subrogation in favor of the City of Denton, its officials,
agents, employees, and volunteers.
Cancellation: City requires 30 day written notice should any of the policies
described on the certificate be cancelled before 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
this contract and, without lapse, for a period of three years beyond the contract
expiration, such that occurrences arising during the contract term which give
rise to claims made after expiration of the contract shall be covered.
Should any required insurance lapse during the contract term, requests for
payments originating after such lapse shall not be processed until the City
receives satisfactory evidence of reinstated coverage as required by this
contract, effective as of the lapse date. If insurance is not reinstated, City may,
at its sole option, terminate this agreement effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall additionally
comply with the following marked specifications, and shall be maintained in compliance with
these additional specifications throughout the duration of the Contract, or longer, if so noted:
[X] A. General Liability Insurance:
General Liability insurance with combined single limits of not less than
$1,000,000.00 shall be provided and maintained by the Contractor. The policy shall
be written on an occurrence basis either in a single policy or in a combination of
underlying and umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is
used:
Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
Coverage B shall include personal injury.
Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
Bodily injury and Property Damage Liability for premises, operations,
products and completed operations, independent contractors and property
damage resulting from explosion, collapse or underground (XCU)
exposures.
DocuSign Envelope ID: 55B1DB65-224F-40C0-BF19-909D0DD46FDE
City of Denton, Texas Contract 7125
Standard Agreement for Professional Services
Revised Date: 12/5/18
Page 18 of 22
Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
[X] Automobile Liability Insurance:
Contractor shall provide Commercial Automobile Liability insurance with Combined
Single Limits (CSL) of not less than $500,000.00 either in a single policy or in a
combination of basic and umbrella or excess policies. The policy will include bodily
injury and property damage liability arising out of the operation, maintenance and use of
all automobiles and mobile equipment used in conjunction with this contract.
Satisfaction of the above requirement shall be in the form of a policy endorsement for:
any auto, or
all owned, hired and non-owned autos.
[ ] Workers’ Compensation Insurance
Contractor shall purchase and maintain Worker's Compensation insurance which, in
addition to meeting the minimum statutory requirements for issuance of such insurance,
has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each
employee, and a $500,000 policy limit for occupational disease. The City need not be
named as an "Additional Insured" but the insurer shall agree to waive all rights of
subrogation against the City, its officials, agents, employees and volunteers for any work
performed for the City by the Named Insured. For building or construction projects, the
Contractor shall comply with the provisions of Attachment 1 in accordance with
§406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Worker's
Compensation Commission (TWCC).
[ ] Owner's and Contractor's Protective Liability Insurance
The Contractor shall obtain, pay for and maintain at all times during the prosecution of
the work under this contract, an Owner's and Contractor's Protective Liability insurance
policy naming the City as insured for property damage and bodily injury which may arise
in the prosecution of the work or Contractor's operations under this contract. Coverage
shall be on an "occurrence" basis, and the policy shall be issued by the same insurance
company that carries the Contractor's liability insurance. Policy limits will be at least
combined bodily injury and property damage per occurrence with a aggregate.
[X] Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000 per claim with
respect to negligent acts, errors or omissions in connection with professional services is
required under this Agreement.
DocuSign Envelope ID: 55B1DB65-224F-40C0-BF19-909D0DD46FDE
City of Denton, Texas Contract 7125
Standard Agreement for Professional Services
Revised Date: 12/5/18
Page 19 of 22
[ ] Builders' Risk Insurance
Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be
provided. Such policy shall include as "Named Insured" the City of Denton and all
subcontractors as their interests may appear.
[ ] Commercial Crime
Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside
the premises, burglary of the premises, and employee fidelity. The employee fidelity
portion of this coverage should be written on a “blanket” basis to cover all employees,
including new hires. This type insurance should be required if the contractor has access
to City funds. Limits of not less than each occurrence are required.
[ ] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and
specific service agreements. If such additional insurance is required for a specific
contract, that requirement will be described in the "Specific Conditions" of the contract
specifications.
DocuSign Envelope ID: 55B1DB65-224F-40C0-BF19-909D0DD46FDE
City of Denton, Texas Contract 7125
Standard Agreement for Professional Services
Revised Date: 12/5/18
Page 20 of 22
ATTACHMENT 1
[ ] Workers’ Compensation Coverage for Building or Construction Projects for
Governmental Entities
A. Definitions:
Certificate of coverage ("certificate")-A copy of a certificate of insurance, a
certificate of authority to self-insure issued by the commission, or a coverage
agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory
workers' compensation insurance coverage for the person's or entity's employees
providing services on a project, for the duration of the project.
Duration of the project - includes the time from the beginning of the work on the
project until the contractor's/person's work on the project has been completed and
accepted by the governmental entity.
Persons providing services on the project ("subcontractor" in §406.096) - includes all
persons or entities performing all or part of the services the contractor has
undertaken to perform on the project, regardless of whether that person contracted
directly with the contractor and regardless of whether that person has employees.
This includes, without limitation, independent contractors, subcontractors, leasing
companies, motor carriers, owner-operators, employees of any such entity, or
employees of any entity which furnishes persons to provide services on the project.
"Services" include, without limitation, providing, hauling, or delivering equipment or
materials, or providing labor, transportation, or other service related to a project.
"Services" does not include activities unrelated to the project, such as food/beverage
vendors, office supply deliveries, and delivery of portable toilets.
B. The contractor shall provide coverage, based on proper reporting of classification
codes and payroll amounts and filing of any overage agreements, which meets the
statutory requirements of Texas Labor Code, Section 401.011(44) for all employees
of the Contractor providing services on the project, for the duration of the project.
C. The Contractor must provide a certificate of coverage to the governmental entity prior
to being awarded the contract.
D. If the coverage period shown on the contractor's current certificate of coverage ends
during the duration of the project, the contractor must, prior to the end of the
coverage period, file a new certificate of coverage with the governmental entity
showing that coverage has been extended.
E. The contractor shall obtain from each person providing services on a project, and
provide to the governmental entity:
1) a certificate of coverage, prior to that person beginning work on the project, so the
governmental entity will have on file certificates of coverage showing coverage
for all persons providing services on the project; and
DocuSign Envelope ID: 55B1DB65-224F-40C0-BF19-909D0DD46FDE
City of Denton, Texas Contract 7125
Standard Agreement for Professional Services
Revised Date: 12/5/18
Page 21 of 22
2) no later than seven days after receipt by the contractor, a new certificate of
coverage showing extension of coverage, if the coverage period shown on the
current certificate of coverage ends during the duration of the project.
F. The contractor shall retain all required certificates of coverage for the duration of the
project and for one year thereafter.
G. The contractor shall notify the governmental entity in writing by certified mail or
personal delivery, within 10 days after the contractor knew or should have known, of
any change that materially affects the provision of coverage of any person providing
services on the project.
H. The contractor shall post on each project site a notice, in the text, form and manner
prescribed by the Texas Workers' Compensation Commission, informing all persons
providing services on the project that they are required to be covered, and stating how
a person may verify coverage and report lack of coverage.
I. The contractor shall contractually require each person with whom it contracts to
provide services on a project, to:
1) provide coverage, based on proper reporting of classification codes and payroll
amounts and filing of any coverage agreements, which meets the statutory
requirements of Texas Labor Code, Section 401.011(44) for all of its employees
providing services on the project, for the duration of the project;
2) provide to the contractor, prior to that person beginning work on the project, a
certificate of coverage showing that coverage is being provided for all employees
of the person providing services on the project, for the duration of the project;
3) provide the contractor, prior to the end of the coverage period, a new certificate of
coverage showing extension of coverage, if the coverage period shown on the
current certificate of coverage ends during the duration of the project;
4) obtain from each other person with whom it contracts, and provide to the
contractor:
a) certificate of coverage, prior to the other person beginning work on the
project; and
b) a new certificate of coverage showing extension of coverage, prior to the
end of the coverage period, if the coverage period shown on the current
certificate of coverage ends during the duration of the project;
5) retain all required certificates of coverage on file for the duration of the project
and for one year thereafter;
DocuSign Envelope ID: 55B1DB65-224F-40C0-BF19-909D0DD46FDE
City of Denton, Texas Contract 7125
Standard Agreement for Professional Services
Revised Date: 12/5/18
Page 22 of 22
6) notify the governmental entity in writing by certified mail or personal delivery,
within 10 days after the person knew or should have known, of any change that
materially affects the provision of coverage of any person providing services on
the project; and
7) Contractually require each person with whom it contracts, to perform as required
by paragraphs (1) - (7), with the certificates of coverage to be provided to the
person for whom they are providing services.
J. By signing this contract or providing or causing to be provided a certificate of
coverage, the contractor is representing to the governmental entity that all employees
of the contractor who will provide services on the project will be covered by workers'
compensation coverage for the duration of the project, that the coverage will be based
on proper reporting of classification codes and payroll amounts, and that all coverage
agreements will be filed with the appropriate insurance carrier or, in the case of a self-
insured, with the commission's Division of Self-Insurance Regulation. Providing
false or misleading information may subject the contractor to administrative penalties,
criminal penalties, civil penalties, or other civil actions.
K. The contractor’s failure to comply with any of these provisions is a breach of contract
by the contractor which entitles the governmental entity to declare the contract void if
the contractor does not remedy the breach within ten days after receipt of notice of
breach from the governmental entity.
DocuSign Envelope ID: 55B1DB65-224F-40C0-BF19-909D0DD46FDE
Certificate Of Completion
Envelope Id: 55B1DB65224F40C0BF19909D0DD46FDE Status: Completed
Subject: ***Purchasing Approval*** 7125 - Preparation and Facilitation of City Council Retreat
Source Envelope:
Document Pages: 23 Signatures: 3 Envelope Originator:
Certificate Pages: 5 Initials: 0 Jody Word
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
901B Texas Street
Denton, TX 76209
jody.word@cityofdenton.com
IP Address: 129.120.6.150
Record Tracking
Status: Original
7/25/2019 10:30:47 AM
Holder: Jody Word
jody.word@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Jody Word
jody.word@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 129.120.6.150
Sent: 7/25/2019 10:48:41 AM
Viewed: 7/25/2019 10:48:47 AM
Signed: 7/25/2019 10:49:57 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sara Hensley
Sara.Hensley@cityofdenton.com
Sara Hensley
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 129.120.6.150
Sent: 7/25/2019 10:49:58 AM
Viewed: 7/25/2019 10:50:58 AM
Signed: 7/25/2019 10:51:28 AM
Electronic Record and Signature Disclosure:
Accepted: 7/25/2019 10:50:58 AM
ID: 58059808-9a60-4249-9ec5-a72b6d0dd410
Robert Cohan
robert.cohan@accenture.com
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 72.177.110.229
Sent: 7/25/2019 10:51:30 AM
Resent: 7/25/2019 11:41:24 AM
Resent: 7/25/2019 12:20:11 PM
Resent: 7/26/2019 6:09:38 AM
Viewed: 7/25/2019 1:30:02 PM
Signed: 7/26/2019 7:38:45 AM
Electronic Record and Signature Disclosure:
Accepted: 7/25/2019 1:30:02 PM
ID: 24ae310b-e0b5-42fa-b68a-3aa560282d62
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Jody Word
jody.word@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 7/26/2019 7:38:46 AM
Resent: 7/26/2019 7:38:49 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Kelly Smith
Kelly.smith@cityofdenton.com
Assistant Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 7/26/2019 7:38:47 AM
Viewed: 7/30/2019 8:58:03 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Cassandra Ogden
Cassandra.Ogden@cityofdenton.com
Director of Procurement and Compliance
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 7/26/2019 7:38:48 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 7/26/2019 7:38:48 AM
Certified Delivered Security Checked 7/26/2019 7:38:48 AM
Signing Complete Security Checked 7/26/2019 7:38:48 AM
Completed Security Checked 7/26/2019 7:38:48 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
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Electronic Record and Signature Disclosure created on: 7/21/2017 1:59:03 PM
Parties agreed to: Sara Hensley, Robert Cohan
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