TIBH-5215-Award/Ordinance/PricingDocuSign Envelope ID: 590A73BA-AB5A-4DE2-8392-2437A89EC654
1CITY
of
DENTON
Docusign City Council Transmittal Coversheet
contract
File Name
Purchasing Contact
City Council Target Date
Granicus #
Ordinance #
5215
5215 TEXAS INDUSTRIES FOR THE BLIND HANDICAPPE
Robyn Forsyth
October 18, 2016
DocuSign Envelope ID: 590A73BA-AB5A-4DE2-8392-2437A89EC654
IN THE STATE OF TEXAS
COUNTY OF DENTON
INTERLOCAL COOPERATION AGREEMENT
10/21/2016
This Interlocal Cooperation Agreement (the "Agreement") is made and entered into this _day of between The City of
Denton, Texas, a political subdivision of the State of Texas (hereinafter "City") and the TIBH Industries, Inc. (TIBH), the contracted
Central Nonprofit Agency for the Texas State Use Program, operating under Contract #962 -M3 -Temporary Personnel established by
the State of Texas/Comptroller of Public Accounts and The Council on Purchasing from People with Disabilities. The State Use
Program assists persons with disabilities in achieving maximum personal independence by engaging in useful, productive employment
activities.
WHEREAS, both the City and TIBH have the authority to enter into this Agreement pursuant to Chapter 122, Title 8, Section
122.017Texas Human Resources Code, and Texas Local Government Code 271.083; and
WHEREAS, the City of Denton Labor project and other City Projects contemplated under this Agreement are of mutual interest and
benefit to TIBH and to the City and will further the instructional and technical objectives of TIBH in a manner consistent with its
status as the Central Nonprofit Agency of the Texas State Use Program; and
WHEREAS, it is mutually beneficial to both parties to execute this Agreement whereby each entity can achieve common objectives
relating to the health, safety, and welfare of the citizens of Texas, and in the interest of saving the City of Denton and State of Texas
taxpayer funding; and
NOW THEREFORE, in consideration of the mutual representations, terms and covenants hereafter set forth, the parties hereby
agree as follows:
1. STATEMENT OF WORK. TIBH agrees to use its reasonable efforts to perform the Labor program described in the Statement
of Work appended hereto, and any future agreed to statements of work between both parties.
2. PRINCIPAL CONTACT. The Labor Project will be administered by Good Will Services, Fort Worth, TX, or subsequent
community rehabilitation program provider as identified by TIBH.
3. PERIOD OF PERFORMANCE. TIBH will conduct the Labor Project during the period of October 18, 2016 through
October 18, 2019. This Agreement may be renewed annually through a written agreement executed by both parties.
4. TOTAL AMOUNT OF THE CONTRACT. The City of Denton agrees to pay TIBH, a not to exceed yearly amount of
$100,000, or as agreed to in a similar payment schedule, listed below. Payment shall be for services rendered only, and authorized
by a City of Denton Purchase Order. The awarding or continuation of this contract is dependent upon the availability of funding.
The City's payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of
Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or
available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor
written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the
Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the
Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City.
5. PAYMENT SCHEDULE. The City shall make payments upon receipt of invoices, in accordance with the statutory provisions
of Texas Government Code; Chapter 2251.The payment schedule indentified below, strictly follows a milestone performance
schedule, in completion of the stated DELIVERABLES, and in the approval of invoices submitted to the City.
Payment shall be made upon acceptance of invoices submitted to the City of Denton for services performed as detailed
in the proposal. Invoices must be fully documented as to labor provided, and must reference the City of Denton
Purchase Order number in order to be processed. No payments shall be made on invoices not listing an authorized City
of Denton Purchase Order. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount.
The City will furnish a tax exemption certificate upon request.
Page 1 of 3 OGC app. 6/2006
DocuSign Envelope ID: 590A73BA-AB5A-4DE2-B392-2437A89EC654
Invoices shall be sent to the following address
City of Denton, Accounts Payable Department
215 East McKinney Street
Denton, TX 76201
Company Rep Name: Alma Vigil
Phone: 940-349-8223
Email: accountspayable@cityofdenton.com
6. TERMINATION. This agreement may be terminated by either party, upon sixty (60) days prior written notice.
7. BREACH / OPPORTUNITY TO CURE. The parties hereto expressly covenant and agree that in the event either party is in
default of its obligations herein, the party not in default shall provide to the party in default at least thirty (30) days written notice to
cure said default before exercising any of its rights as provided for in this Agreement.
8. LIABILITY. The parties to this Agreement and their respective officers and employees shall not be deemed to assume any liability
for the acts, omissions and negligence of the other party.
9. DISCLAIMER OF LIABILITY. TIBH MAKES NO REPRESENTATIONS AND EXTENDS NO WARRANTIES OF
ANY KIND, EITHER EXPRESS OR IMPLIED IN CONNECTION WITH THE TECHNICAL REPORTS, INVENTION
DISCLOSURES OR RESEARCH DATA FURNISHED UNDER THIS AGREEMENT. THERE ARE NO EXPRESS OR
IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THAT USE OF
SUCH MATERIALS OR MODIFICATION OF SUCH MATERIALS WILL NOT INFRINGE ON ANY PATENT,
COPYRIGHT, TRADEMARK, OR OTHER PROPRIETARY RIGHT.
10. FORCE MAJUERE. Except for the obligation for the payment of money, if either party fails to fulfill its obligations hereunder
when such failure is due to an act of God, or other circumstance beyond its reasonable control, then said failure shall be excused
for the duration of such event and for such a time thereafter as is reasonable to enable the parties to resume performance under
this Agreement.
11. DISPUTE RESOLUTION. The City must use the dispute resolution process provided in Chapter 2260 of the Texas
Government Code to attempt to resolve a dispute arising under this contract and such process is a required prerequisite to suit in
accordance with Chapter 107, Texas Civil Practice and Remedies Code. The City must submit written notice of a claim of breach
of contract under this chapter to TIBH Industries, Inc., 1011 East 53 '/z Street, Austin, Texas 78751. TIBH is the Central
Nonprofit Agency for the Texas State Use Program, and nothing in this Agreement waives or relinquishes the right of TIBH to
claim any exemptions, privileges and immunities as may be provided by law.
12. REMEDIES. This Agreement shall be construed by and governed by the laws of the State of Texas. Venue for any legal action
necessary to enforce the Agreement will be in Denton County, Texas. No remedy herein conferred upon any party is intended to
be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to every other
remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. No single or partial exercise by
any party of any right, power or remedy hereunder shall preclude any other or further exercise thereof.
13. ENTIRE REPRESENTATION. This Agreement contains the entire agreement between the parties and supersedes any prior
oral or written agreements, commitments, understandings, or communications with respect to the subject matter of the Agreement.
No amendments or modification of this Agreement shall be effective unless set forth in writing executed by duly authorized
representatives of each party. This Agreement shall be construed in accordance with the laws of the State of Texas.
14. WAIVER. No waiver of any provision hereof or of any right or remedy hereunder shall be effective unless in writing and signed
by the party against whom such waiver is sought to be enforced. No delay in exercising, no course of dealing with respect to, of no
partial exercise of any right or remedy hereunder shall constitute a waiver of any right or remedy, or future exercise thereof.
15. ASSIGNMENT. This Agreement may not be assigned in whole or in part by any of the Parties without prior written consent of
the other Party.
16. SEVERABILITY. In the event that any section, paragraph, sentence, clause or provision hereof is held by a court of competent
jurisdiction to be invalid, such shall not affect the remaining portions of this Agreement and the same shall remain in full force and
effect.
17. AMENDMENTS. This Agreement may be amended from time to time by written amendment by both parties.
(Page 2 of 3 of OGC app. 6/2006
DocuSign Envelope ID: 590A73BA-AB5A-4DE2-8392-2437A89EC654
18. NOTICE. Any notice required to be given in connection with this Agreement shall be in writing and shall be deemed effective if
hand delivered, or if sent by United States certified mail, return receipt requested, postage prepaid, or if sent by private receipted
courier guaranteeing same-day or next -day delivery, addressed to the respective party at its address provided below. If sent by U.S.
certified mail in accordance with this Section, such notices shall be deemed given and received on the earlier of (a) actual receipt at the
address of the named addressee, or (b) on the third (3rd) business day after deposit with the United States Postal Service. Notice given
by any other means shall be deemed given and received only upon actual receipt at the address of the named addressee.
TIBH Industries, Inc.
City of Denton
1011 East 53 V2 Street
215 McKinney Street
Austin, TX 78751
Denton, Texas 76201
Attn: Executive Director
Attn: City Manager
Telephone: 512-451-8145
Telephone: 940-349-7100
Email: informadon@tibh.org
Email: purch-asing(@cityofdenton.com
19. NO THIRD PARTY BENEFICIARIES. For purposes of this Agreement, including its intended operation and effect, the
parties specifically agree and contract that: (1) the Agreement only affects matters/ disputes between the parties to this Agreement,
and is in no way intended by the parties to benefit or otherwise affect any third person or entity notwithstanding the fact that such
third person or entity may be in contractual relationship with TIBH or the City, or both; and (2) the terms of this Agreement are
not intended to release, either by contract or by operation of law, any third person or entity from obligations owed by them to
either TIBH or the City.
20. CONFIDENTIALITY. During the course of the work and/or services to be provided under this agreement, TIBH may come in
contract with confidential information of the City of Denton. TIBH agrees to treat as confidential the information or knowledge that
become known to TIBH during performance of this agreement and not to use, copy, or disclose such information to any third party
unless authorized in writing by the City of Denton. This provision does not restrict the disclosure of any information that is required to
be disclosed under applicable law. TIBH shall promptly notify the City of Denton of any misuse or unauthorized disclosure of its
confidential information and upon expiration of this agreement shall return to the City of Denton all confidential information in
TIBH's possession or control. TIBH shall further comply with all City of Denton information security policies that may apply.
21. ENTIRETY OF AGREEMENT. This Agreement represents the entire understanding between TIBH and the City and
supersedes all other negotiations, representations or agreement, written or oral, relating to this Agreement.
The parties have caused this Agreement to be executed by their duly authorized representative.
TIBH Industries, Inc.
Docuftnod by:
By- 1 ' `� V"6
93KC48F2..A.3dU_
'I.'irle: State Sales Manager
10/11/2016
City of Denton, Texas
D0ou31qt1ed by:
By.�%bWot4 �LAk'�tl ('
723Fn e ri m" City
Title: __-
10/21/2016
Manager
Page 3 of 3 i . OGC app. 6/2006 d
Certificate Of Completion
Envelope Id: 590A73BAAB5A4DE2B3922437A89EC654
Subject: City Council Docusign Item - 5215
Source Envelope:
Document Pages: 4 Signatures: 2
Certificate Pages: 6 Initials: 0
AutoNav: Enabled
Envelopeld Stamping: Enabled
Time Zone: (UTC -08:00) Pacific Time (US & Canada)
Record Tracking
Status: Original
10/11/201612:14:41 PM
Signer Events
Robyn Forsyth
robyn.forsyth@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Roxy VanLoo
rvanloo@tibh.org
State Sales Manager
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Accepted: 9/23/2016 9:24:11 AM
ID: 7d 180bd3-ab53-4bfd-a433-bf129fade21 d
Julla Winkley
julia.vAnkley@cityofdenton.com
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Howard Martin
howard.martin@cltyofdenton.com
Interim City Manager
City of Denton
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(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Holder: Robyn Forsyth
robyn.forsyth@cityofdentod.com
Signature
Completed
Using IP Address: 129.120.6.150
Lro ' J VA14"
a,orc.�« xn Hi c•
Using IP Address: 72.48.136.36
Completed
Using IP Address: 129.120.6.150
t76WW.4 hA Fill&.
Using IP Address: 129.120.6:150
I]oc
IN$CCU RE0
Status: Declined
Envelope Originator:
Robyn Forsyth
robyn.forsyth@cityofdenton.com
IP Address: 129.120.6.150
Location: DocuSign
Thnesta m p
Sent: 10/11/2016 12:20:47 PM
Viewed: 10/11/2016 12:20:58 PM
Signed: 10/11/2016 12:21:48 PM
Sent: 10/11/2016 12:21:50 PM
Viewed: 10/11/2016 1:16:39 PM
Signed: 10/11/2016 1:26:55 PM
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Signed: 10/21/2016 6:21:08 AM
Sent: 10/21/2016 6:21:12 AM
Viewed: 10/2112016 2:24:25 PM
Signed: 10/21/2016 2:24:42 PM
Signer Events
Jennifer Walters
jennifer.walters@cityofdenton.com
City Secretary
City of Denton
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(Optional)
Electronic Record and Signature Disclosure:
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ID:
In Person Signer Events
Editor Delivery Events
Agent Delivery Events
Intermediary Delivery Events
Certified Delivery Events
Carbon Copy Events
Julia Winkley
julia.winkley@cityofdenton.com
Contracts Administration Supervisor
City of Denton
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(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Sherri Thurman
sherri.thurman@cityofdenton.com
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John Knight
john.knight@cityofdenton.com
Deputy City Attorney
City of Denton
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Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Signature Timestamp
Declined Sent: 10/21/2016 2:24:43 PM
Viewed: 10/24/2016 9:22:07 AM
Declined: 10/24/2016 9:25:57 AM
Signature
Status
Status
Status
Status
Status
XON IN11'
COPIED
Jane Richardson CO PIED
jane.richardson@cityofdenton.com
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(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Robin Fox cop, � PI E D
Robin.fox@cityofdenton.com
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Timestamp
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Timestamp
Sent: 10111/2016 1:26' 56 PM
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Viewed: 10/11/2016 1:29:00 PM
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Viewed: 10/11/2016 3:52:40 PM
Sent: 10/21/2016 6:21:10 AM
Sent: 10/21/2016 6:21:10 AM
Carbon Cony Events Status
Electronic Record and Signature Disclosure:
Accepted: 10/9/2015 11:39:51 AM
ID:04463961-03db-4c4d-9228-d660d6146ed6
Jennifer Bridges
jennifer.bridges@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Jane Richardson
Jane. richardson@cityofdenton.com
Security Level: Email, Account Authentication
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Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Christian Garcia
christian.garcia@cltyofdenton.com
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Electronic Record and Signature Disclosure:
Not Offered via DocuSign
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Misty Willis
misty.willls@cltyofdenton.com
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Envelope Sumniary Events Status
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Electronic Record and Signature Disclosure
Timestamp
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Timestamps
10/21/2016 2:24:44 PM
Electronic Record and Signature Disclosure created on: 4/20/2015 7:25:38 AM
Parties agreed to: Roxy VanLoo, Robin Fox
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