7812 - Contract Executed
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
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Yes
Scanning Services
Ginny Brummett
7812RFP
JANUARY 4, 2027
JANUARY 4, 2022
22-024
Contract # 7812
IMAGING CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND GRM INFORMATION MANAGEMENT SERVICES
OF DALLAS, LLC (CONTRACT 7812)
THIS IMAGING CONTRACT is made and entered into on January ___, 2022, by and
between GRM INFORMATION MANAGEMENT SERVICES OF DALLAS, LLC a
Delaware limited liability company, whose address is 1701 Timberlake Drive, Arlington, Texas
76010, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule
municipal corporation, hereinafter referred to as "City," to be effective upon approval of the
Denton City Council and subsequent execution of this Contract by the Denton City Manager or
his duly authorized designee.
Background
Contractor provides (i) imaging and conversion services designed to facilitate the
conversion of paper files or microforms to electronic images, and (ii) electronic document storage
and retrieval warehousing services known as “VisualVault” (hereinafter referred to as
“VisualVault”) designed to electronically store the City’s documents (the “Data”) and allow the
City to access and retrieve the stored documents via the internet (collectively, the “services”).
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Contractor shall provide products and/or services in accordance with the City’s document
RFP 7812– Scanning Services, a copy of which is on file at the office of Purchasing Agent and
incorporated herein for all purposes. The Contract consists of this written agreement and the
following items which are attached hereto and incorporated herein by reference:
(a) Special Terms and Conditions (Exhibit “A”);
(b) City of Denton Standard Terms and Conditions (Exhibit “B”);
(c) City of Denton’s RFP 7812 (Exhibit “C” on File at the Office of the Purchasing
Agent);
(d) Insurance Requirements (Exhibit “D”);
(e) Certificate of Interested Parties Electronic Filing (Exhibit "E");
(f) Contractor’s Proposal (Exhibit "F");
(g) Form CIQ – Conflict of Interest Questionnaire (Exhibit "G");
(collectively, the “Contract”)
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions
of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence
first to the written agreement then to the contract documents in the order in which they are listed
above. These documents shall be referred to collectively as “Contract Documents.”
Prohibition on Contracts with Companies Boycotting Israel
Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is
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01/04/2022
Contract # 7812
prohibited from entering into a contract with a company for goods or services unless the contract contains
a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel
during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed
to those terms in Section 808.001 of the Texas Government Code. By signing this Contract, Contractor
certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the Contract. Failure to meet or maintain
the requirements under this provision will be considered a material breach.
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 Contract, Contractor certifies
that Contractor’s signature provides written verification to the City that Contractor, pursuant to Chapter
2252, is not ineligible to enter into this Contract and will not become ineligible to receive payments under
this Contract by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or
maintain the requirements under this provision will be considered a material breach.
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.
IN WITNESS WHEREOF, the parties of these presents have executed this Contract in the
year and day first above written.
GRM INFORMATION MANAGEMENT
SERVICES OF DALLAS, LLC
BY: ______________________________
AUTHORIZED SIGNATURE
Printed Name: _______________________
Title: ______________________________
___________________________________
PHONE NUMBER
___________________________________
EMAIL ADDRESS
CITY OF DENTON, TEXAS
BY: _____________________________
ATTEST:
ROSA RIOS, CITY SECRETARY
BY: _______________________________
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
BY: _______________________________
___________________________________
TEXAS ETHICS COMMISSION
1295 CERTIFICATE NUMBER
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VP OPerations, Digital
2021-820615
David Symanski
404-664-9053
dsymanski@grmdocument.com
Contract # 7812
THIS AGREEMENT HAS BEEN BOTH
REVIEWED AND APPROVED
as to financial and operational obligations and
business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
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Director of Procurement and Compliance
Christine Taylor
Procurement and Compliance
Contract # 7812
Exhibit A
Special Terms and Conditions
1. Total Contract Not-To-Exceed Amount
The contract total for services shall not exceed Seven Hundred Thousand Dollars ($700,000).
Pricing shall be per Exhibit F attached.
2. The Quantities
The quantities indicated on Exhibit F are estimates based upon the best available information. The
City reserves the right to increase or decrease the quantities to meet its actual needs without any
adjustments in the bid price; provided, however, that the above-mentioned shall-not-exceed price
shall be increased, by good faith mutual agreement of the parties hereto, to accommodate the
increase in quantities and/or the services to be provided by Contractor. Individual purchase orders
will be issued on an as needed basis.
3. Contract Terms
The initial term of this Contract shall commence upon the issuance of a Notice of Award by the City
of Denton and shall continue thereafter for a period of one (1) year (the “Initial Term”). Thereafter,
this Contract shall automatically renew for four (4) successive one (1) year terms (each a “Renewal
Term” and together with the Initial Term, the “Term”) until such time as either party provides written
notice to the other party of its intent not to renew this Contract at least 60 days prior to the expiration
of the then-current Term. At the sole option of the City of Denton, the Contract may be further
extended as needed, not to exceed a total of six (6) months.
4. Access to Data and Authorization
City will provide Contractors and/or its employees and agents access to the Data being
converted, wherever situated, to enable Contractor to perform the services. City represents to
Contractor that (i) City has lawful possession of and legal right to the Data being serviced
hereunder, and (ii) City has the legal right and authority to enter into this Contract and perform
its obligations hereunder and cause the Contractor to perform the services required hereunder.
5. Inspection Period
The City shall have ninety (90) days from the date that deliverables are made in connection
with the services performed to inspect such deliverables. If the deliverables do not comply with
the requirements of this Contract, Contractor shall reperform the services, at no additional cost
to the City, to bring the affected deliverables into compliance. Failure to make any objection
within such ninety (90) day period shall be conclusive evidence of City’s full satisfaction with
the services provided and any deliverables made in connection therewith.
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6. Delivery of Data/Hosting Services
In the event the City requests that Contractor shall deliver and electronically store City’s Data
onto VisualVault, and allow City to access and retrieve the stored documents via a password
protected internet connection, City authorizes Contractor to upload its scanned Data onto
VisualVault for the purpose of such Data delivery, after which Contractor shall provide cloud-
based hosting of such Data, free of charge, for a period of ninety (90) days, allowing City free
online access to its scanned Data, on a twenty-four (24) hour basis. All uses of VisualVault
by City shall comply with the then current version of Contractor’s Acceptable Use Policy
(hereinafter the “Use Policy”) available online to City under a link entitled “Acceptable Use”,
which Use Policy may be amended from time-to-time, effective upon the posting of the revised
Use Policy on-line. Contractor reserves the right to suspend the hosting services, effective
immediately, upon the Contractor’s discovery of any unacceptable use or violation of the Use
Policy.
7. Price Escalation and De-escalation
Contractor may increase prices on an annual basis, upon at least sixty (60) days prior written notice
to the City, and such escalation will not exceed the greater of: (i) U.S Department of Labor, Bureau
of Labor Statistics, Producer Price Index (PPI), or (ii) 10% over the prior year’s prices.
Request must be submitted in writing with supporting evidence for need of such increase to the
Purchasing Manager at least sixty (60) days prior to such increase going into effect. Contractor
must also provide supporting documentation as justification for the request. If no request is made,
then it will be assumed that the current contract price will be in effect.
Upon receipt of such request, the City of Denton shall either, reasonably and in good faith: (i)
accept the escalation as competitive with the general market price at the time, and such escalation
shall become effective upon the date requested by the Contractor in the submitted request (or later
if the City of Denton has not yet approved the Request by the date noted in Contractor’s request), or
(ii) reject the increases within thirty (30) calendar days after receipt of a properly submitted request
and provide a reason for such rejection. If a properly submitted increase is rejected, the Contractor
may request cancellation of such items from the Contract by giving the City of Denton written
notice. Cancellation will not go into effect for fifteen (15) calendar days after a determination has
been issued. Pre-price increase prices must be honored on orders dated up to the official date of
the City of Denton approval and/or rejection.
The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation
number.
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Exhibit C
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Special Terms and Conditions (collectively, the
“Terms and Conditions”, specifications, drawings and other requirements included in the Contract
are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as
the City or City of Denton and GRM Information Management Services of Dallas, LLC hereinafter
referred to as Contractor. Any deviations must be in writing and signed by a representative of the
City’s Procurement Department and the Contractor. No Terms and Conditions contained in the
Contractor’s proposal response, invoice or statement shall serve to modify the terms set forth
herein.
The Contractor agrees that the Contract shall be governed by the following terms and conditions,
unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract,
Sections 3, 4, 5, 6, 7, 8, 20, and 36 shall apply only to a solicitation to purchase goods, and sections
9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed
principally at the City’s premises or on public rights-of-way.
1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all
deliverables described in the Solicitation and in the Contractor’s Proposal in strict accordance with
the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local
laws, rules, and regulations.
2. RESERVED.
3. RESERVED.
4. RESERVED.
5. RESERVED.
6. RESERVED.
7. RESERVED.
8. RESERVED.
9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the
sites where the Contractor is to perform the services as required in order for the Contractor to
perform the services in a timely and efficient manner, in accordance with and subject to the
applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied
itself as to the nature of the City’s service requirements and specifications, the location and
essential characteristics of the work sites, the quality and quantity of materials, equipment, labor
and facilities necessary to perform the services, and any other condition or state of fact which could
in any way affect performance of the Contractor’s obligations under the contract.
The contractor shall, at all times, exercise reasonable precautions for the safety of their employees,
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City staff, and others on or near the City’s facilities.
10. WORKFORCE
A. The Contractor shall employ only orderly and competent workers, skilled in the performance
of the services which they will perform under the Contract.
B. The Contractor, its employees, subcontractors, and subcontractor's employees may not, while
engaged in participating or responding to a solicitation or while in the course and scope of
delivering goods or services under the Contract or on the City's property:
i. use or possess a firearm, including a concealed handgun that is licensed under state law,
except as required by the terms of the contract; or
ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled
substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on
the job.
C. If the City or the City's representative notifies the Contractor that any worker is incompetent,
disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed
any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the
Contractor shall immediately remove such worker from Contract services, and may not employ
such worker again on Contract services without the City's prior written consent.
D. Immigration: The Contractor represents and warrants that it shall comply with the
requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment
verification and retention of verification forms for any individuals hired on or after November 6,
1986, who will perform any labor or services under the Contract and the Illegal Immigration
Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996.
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL
REGULATIONS: The Contractor, its subcontractors, and their respective employees, shall
comply fully with all applicable federal, state, and local health, safety, and environmental laws,
ordinances, rules and regulations in the performance of the services, including but not limited to
those promulgated by the City and by the Occupational Safety and Health Administration (OSHA).
In case of conflict, the most stringent safety requirement shall govern. Subject to the limitations
on liability set forth in the Terms and Conditions, the Contractor shall indemnify and hold the City
harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and
liability of every kind arising from the breach of the Contractor’s obligations under this section
11.
Environmental Protection: The Contractor shall be in compliance with all applicable standards,
orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et
seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.).
12. INVOICES:
A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase
release on a monthly basis.
B. Proper Invoices must include a unique invoice number, the purchase order or delivery
order number and the Contract number if applicable, the Department’s Name, and the name
of the point of contact for the Department. Invoices shall be itemized and transportation charges,
if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when
applicable, shall be attached to the invoice. The Contractor’s name, remittance address and, if
applicable, the tax identification number on the invoice must exactly match the information in the
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Contractor’s registration with the City. Unless otherwise instructed in writing, the City may rely
on the remittance address specified on the Contractor’s invoice.
C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables
order number clearly identified. Invoices shall also include a tabulation of work-hours at the
appropriate rates and grouped by work order number. Time billed for labor shall be limited to
hours actually worked at the work site.
D. 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.
13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within
thirty (30) calendar days of the City’s receipt of the invoice being received in Accounts Payable.
B. If payment is not timely made, interest shall accrue on the unpaid balance at the lesser of
the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate;
except, if payment is not timely made for a reason for which the City may withhold payment
hereunder, interest shall not accrue until ten (10) calendar days after the grounds for
withholding payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the
partial shipment or delivery, as stated above, provided that the invoice matches the shipment or
delivery.
D. The City may withhold payment or part of any payment otherwise due the
Contractor to such extent as may be necessary on account of:
i. delivery of defective or non-conforming deliverables by the Contractor;
ii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; or,
iii. failure of the Contractor to submit proper invoices with purchase order number, with
all required attachments and supporting documentation.
E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for
delinquent taxes, the City may offset indebtedness owed the City through payment withholding.
F. Payment will be made by check unless the parties mutually agree to payment by credit card or
electronic transfer of funds. The Contractor agrees that there shall be no additional charges,
surcharges, or penalties to the City for payments made by credit card or electronic funds transfer.
G. The awarding or continuation of this contract is dependent upon the availability of funding. The
City’s payment obligations are payable only and solely from funds appropriated and available 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 with
immediate 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.
14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the
Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the
term of this contract, the contractor shall bill and the City shall reimburse contractor for all
reasonable and approved out of pocket expenses which are incurred in the connection with the
performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by
the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise
agreed or as may be otherwise set forth in this Contract.
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15. FINAL PAYMENT AND CLOSE-OUT:
The making and acceptance of final payment will constitute:
i. a waiver of all claims by the City against the Contractor, except claims (1) which have
been previously asserted in writing and not yet settled, (2) arising from defective work appearing
after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the
terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations
under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising
under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City
other than (A) those previously asserted in writing and not yet settled, or, (B) arising from the
City’s continuing obligations under the Contract.
16. RESERVED.
17. RIGHT TO AUDIT:
A. The City shall have the right to audit and make copies of the books, records and computations
pertaining to the Contract. The Contractor shall retain such books, records, documents and other
evidence pertaining to the Contract period and five (5) years thereafter, except if an audit is in
progress or audit findings are yet unresolved, in which case records shall be kept until all audit
tasks are completed and resolved. These books, records, documents and other evidence shall be
available, within ten (10) business days of 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 the Contract, and to allow the City 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 City unless the audit reveals an overpayment
of 10% or greater. If an overpayment of 10% or greater occurs, the reasonable cost of the audit,
including any travel costs, must be borne by the Contractor which must be payable within thirty
(30) days of receipt of an invoice.
B. Failure to comply with the provisions of this section, which remain uncured within a reasonable
period of time following written notice to Contractor specifying same, shall be a material breach
of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof.
Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be
construed to include drafts and electronic files, even if such drafts or electronic files are
subsequently used to generate or prepare a final printed document.
18. SUBCONTRACTORS:
A. RESERVED.
B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract
between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the
terms of the Contract, and shall contain provisions that:
i. require that all deliverables to be provided by the Subcontractor be provided in strict
accordance with the provisions, specifications and terms of the Contract;
ii. prohibit the Subcontractor from further subcontracting any portion of the Contract
without the prior written consent of the City and the Contractor; and,
iii. require Subcontractors to timely submit all invoices and applications for payments,
including any claims for additional payments, damages or otherwise, to the Contractor.
C. The Contractor shall be fully responsible to the City for all acts and omissions of the
Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions.
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Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual
relationship between the City and any such Subcontractor, nor shall it create any obligation on the
part of the City to pay or to see to the payment of any moneys due any such Subcontractor except
as may otherwise be required by law.
D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the
Contractor in accordance with the payment terms of the contract between Contractor and
Subcontractor.
19. WARRANTY-PRICE:
A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's
current prices on orders by Contractor’s other customers of similar size and stature, for like
deliverables of similar size and complexity, under similar terms of purchase.
B. The Contractor certifies that the prices in the Offer have been arrived at independently without
consultation, communication, or agreement for the purpose of restricting competition, as to any
matter relating to such fees with any other firm or with any competitor.
20. WARRANTY – DELIVERABLES: The Contractor warrants and represents that all
deliverables sold the City under the Contract shall be free from defects in design, workmanship or
manufacture, and conform in all material respects to the specifications, drawings, and descriptions
in the Solicitation, to any samples furnished by the Contractor, and to the terms, covenants and
conditions of the Contract.
A. Recycled deliverables shall be clearly identified as such.
B. RESERVED
C. If the Contractor is unable or unwilling to repair or replace defective or non-conforming
deliverables as required by the City, then in addition to any other available remedy, the City may
reduce the quantity of deliverables it may be required to purchase under the Contract from the
Contractor, and purchase conforming deliverables from other sources.
21. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be
provided the City under the Contract will be fully and timely performed in a good and workmanlike
manner in accordance with generally accepted industry standards and practices, the terms,
conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules
or regulations.
If the Contractor is unable or unwilling to perform its services in accordance with the above
standard as required by the City, then in addition to any other available remedy, the City may
reduce the amount of services it may be required to purchase under the Contract from the
Contractor, and purchase conforming services from other sources.
22. EXCEPT AS EXPRESSLY SET FORTH IN THE CONTRACT, CONTRACTOR MAKES
NO EXPRESS WARRANTIES AND EXPRESSLY DISCLAIMS ANY AND ALL IMPLIED
WARRANTIES, INCLUDING BUT NOT LIMITED TO WARRANTIES OF NON-
INFRINGEMENT, MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR
PURPOSE.
23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If,
instead of requiring immediate correction or removal and replacement of defective or non-
conforming deliverables, the City prefers to accept it, the City may do so. If any such acceptance
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occurs prior to final payment, the City may deduct such amounts as are necessary to compensate
the City for the diminished value of the defective or non-conforming deliverables. If the acceptance
occurs after final payment, such amount will be refunded to the City by the Contractor.
24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to
question the other party’s intent to perform, demand may be made to the other party for written
assurance of the intent to perform. In the event that no assurance is given within the reasonable
time specified after demand is made, the demanding party may treat this failure as an anticipatory
repudiation of the Contract.
25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event
the Contractor is observed performing in a manner that is in violation of Federal, State, or local
guidelines, or in a manner that is determined by the City to be unsafe to either life or property.
Upon notification, the Contractor will cease all work until notified by the City that the violation or
unsafe condition has been corrected. If a Stop Work Notice is issued in accordance with the
foregoing, the Contractor shall be liable for all costs associated with returning City originals to the
City.
26. DEFAULT:
A. The Contractor shall be in default under the Contract if the Contractor (a) fails to fully,
timely and faithfully perform any of its material obligations under the Contract and fails to cure
same within thirty (30) days of its receipt of written notice specifying the nature of the failure, (b)
fails to provide adequate assurance of performance under section 24 and fails to cure same within
ten (10) business days of its receipt of written notice specifying the nature of the failure, (c)
becomes insolvent or seeks relief under the bankruptcy laws of the United States, or (d) makes a
material misrepresentation in Contractor’s Offer or in any report required to be submitted by the
Contractor to the City.
B. The City shall be in default under the Contract if the City (a) fails to fully, timely and
faithfully perform any of its material obligations under the Contract and fails to cure same within
thirty (30) days of its receipt of written notice specifying the nature of the failure, or, (b) becomes
insolvent or seeks relief under the bankruptcy laws of the United States.
27. TERMINATION FOR CAUSE: In the event of a default by either party, the other party shall
have the right to terminate the Contract for cause, by written notice effective ten (10) calendar
days, unless otherwise specified, after the date of such notice, unless the defaulting party, within
such ten (10) day period, cures such default, or provides evidence sufficient to prove to the non-
defaulting party’s reasonable satisfaction that such default does not, in fact, exist. Subject to the
limitations on liability set forth in Section 31, and in addition to any other remedy available under
law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses,
incurred by the City as a result of the Contractor’s default, including, without limitation, reasonable
attorneys’ fees, and court costs. Additionally, in the event of a default by the Contractor, the City
may remove the Contractor from the City’s vendor list for three (3) years and any Offer submitted
by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the
Contract are cumulative and are not exclusive of any other right or remedy provided by law.
28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the
Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written
notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work
pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The
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City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available
for such purposes, for all goods delivered and services performed, and obligations incurred prior
to the date of termination and those incurred by Contractor for returning the City’s documents,
goods, property and Data to the City, in accordance with the terms hereof.
29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable
required to be submitted by the Contractor to the City shall be grounds for the termination of the
Contract for cause by the City and may result in legal action.
30. DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if
the City deems it is in its best interest. If such delay causes an increase in the cost of the work
under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs
incurred by the Contractor in the Contract price and execute an amendment to the Contract. Failure
to agree on any adjusted price shall be handled under the Dispute Resolution process specified in
section 49. However, nothing in this provision shall excuse the Contractor from delaying the
delivery as notified.
B. Neither party shall be liable for any default or delay in the performance of its obligations under
this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots,
civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the
reasonable control of such Party. In the event of default or delay in contract performance due to
any of the foregoing causes, then the time for completion of the services will be extended;
provided, however, in such an event, a conference will be held within three (3) business days to
establish a mutually agreeable period of time reasonably necessary to overcome the effect of such
failure to perform.
31. INDEMNITY; LIMITATION OF LIABILITY:
A. Definitions:
i. "Indemnified Claims" shall include any and all third party claims, demands, suits, causes
of action, judgments and liability of every character, type or description, including all
reasonable costs and expenses of litigation, mediation or other alternate dispute resolution
mechanism, including attorney and other professional fees for: (1) damage to or loss of the
property of any person (including, but not limited to the City, the Contractor, their
respective agents, officers, employees and subcontractors; the officers, agents, and
employees of such subcontractors; and third parties); and/or (2) death, bodily injury,
illness, disease, worker's compensation, loss of services, or loss of income or wages to any
person (including but not limited to the agents, officers and employees of the City, the
Contractor, the Contractor’s subcontractors, and third parties), ii. "Fault" shall include the
sale of defective or non-conforming deliverables, negligence, willful misconduct or a
breach of any legally imposed strict liability standard.
B. SUBJECT TO THE LIMITATIONS OF LIABILTIY SET FORTH IN THIS SECTION
31, THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY),
INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS,
EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL
INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO,
CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR
THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE
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PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE
CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF
THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE
RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE
LIABLE FOR AN INDEMNIFIED CLAIM.
C. NOTWITHSTANDING ANYTHING CONTAINED IN THIS CONTRACT TO THE
CONTRARY, CONTRACTOR’S TOTAL LIABILITY FOR ANY AND ALL CLAIMS,
WHETHER IN AN ACTION IN CONTRACT OR IN TORT, INCLUDING BUT NOT
LIMITED TO, NEGLIGENCE OR STRICT LIABILITY, FOR ANY LOSS OR INJURY
ARISING OUT OF, CONNECTED WITH OR RESULTING FROM CONTRACTOR’S
PERFORMANCE OR BREACH OF THIS CONTRACT OR THE USE, PERFORMANCE
OR NON-PERFORMANCE OF THE SERVICES HEREUNDER, OR ANY PART
THEREOF, SHALL NOT EXCEED THE TOTAL AMOUNT OF THE CONTRACT NOT-
TO-EXCEED AMOUNT (AS SET FORTH ON EXHIBIT A OF THIS CONTRACT).
D. NOTWITHSTANDING ANYTHING CONTAINED IN THIS CONTRACT TO THE
CONTRARY, IN NO EVENT SHALL EITHER PARTY, ITS DIRECTORS, OFFICERS,
EMPLOYEES, AGENTS OR AFFILIATES, BE LIABLE TO THE OTHER PARTY FOR
ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR
CONSEQUENTIAL DAMAGES (EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE
POSSIBLITY OF SUCH DAMAGES) OR LOST PROFITS, COST OF COVER, OR
DELAYS IN DELIVERY OR COMPLETION OF THE SERVICES.
32. INSURANCE: The following insurance requirements are applicable, in addition to the specific
insurance requirements detailed in Exhibit D for services only. The Contractor shall procure and
maintain insurance of the types and in the minimum amounts set forth in this Section 32 and on
Exhibit D. The insurance shall be written by a company licensed to do business in the State of Texas
and reasonably satisfactory to the City of Denton.
A. General Requirements:
i. The Contractor shall at a minimum carry insurance in the types and amounts indicated
on Exhibit D, for the duration of the Contract, including extension options and hold over
periods, and during any warranty period.
ii. The Contractor shall provide Certificates of Insurance with the coverages and
endorsements required to the City as verification of coverage prior to contract execution
and within fourteen (14) calendar days after written request from the City. Failure to
provide the required Certificate of Insurance, and failure to cure same within thirty (30)
days following Contractor’s receipt of notice from City specifying such failure, may result
in the City’s termination of this Contract; provided, however, City may issue a stop work
notice during such thirty day period. The Contractor must also forward a Certificate of
Insurance to the City whenever a previously identified policy period has expired, or an
extension option or hold over period is exercised, as verification of continuing coverage.
iii. The Contractor shall not commence work until the required insurance is obtained and
until such insurance has been reviewed by the City. Approval of insurance by the City shall
not relieve, increase or decrease the liability of the Contractor hereunder and shall not be
construed to be a limitation of liability on the part of the Contractor.
iv. The Contractor must submit certificates of insurance to the City for all subcontractors
prior to the subcontractors’ commencing work on the project.
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v. The Contractor’s and all subcontractors’ insurance coverage shall be written by
companies licensed to do business in the State of Texas at the time the policies are issued
and shall be written by companies with A.M. Best ratings of A- VII or better. The City
will accept workers’ compensation coverage written by the Texas Workers’ Compensation
Insurance Fund.
vi. All endorsements naming the City as additional insured, waivers, and notices of
cancellation endorsements as well as the Certificate of Insurance shall contain the
solicitation number and the following information:
City of Denton
Materials Management Department
901B Texas Street
Denton, Texas 76209
vii. The “other” insurance clause shall not apply to the City where the City is an additional
insured shown on any policy. It is intended that policies required in the Contract, covering
both the City and the Contractor, shall be considered primary coverage as applicable.
viii. If insurance policies are not written for amounts set forth in Exhibit D, the Contractor
shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified.
If Excess Liability Insurance is provided, it shall follow the form of the primary coverage.
ix. The City shall be entitled, upon request, at an agreed upon location, and without
expense, to review copies of relevant insurance policy endorsements and may make any
reasonable requests for deletion or revision or modification of particular policy terms,
conditions, limitations, or exclusions except where such policy terms, conditions,
limitations, or exclusions fail to comply with laws or regulations binding upon either of the
parties hereto or the underwriter on any such policies.
x. The City reserves the right to review the insurance requirements set forth during the
effective period of the Contract and request that Contractor modify its insurance coverage.
The City hereby acknowledges and agrees that to the extent the City requests that
Contractor purchase additional insurance coverage and the Contractor agrees to do so, that
Contractor may charge the City, and the City shall promptly reimburse Contractor for, the
actual costs incurred by Contractor for purchasing such additional insurance.
xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance
to lapse during the term of the Contract or as required in the Contract.
xii. The Contractor shall be responsible for premiums, deductibles and self-insured
retentions, if any, stated in policies. All deductibles or self-insured retentions shall be
disclosed on the Certificate of Insurance.
xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written
notice of erosion of the aggregate limits below occurrence limits for all applicable
coverages indicated within the Contract.
xiv. The insurance coverages specified in this Contract are not intended to limit or expand
the responsibility or liability of the Contractor.
B. Specific Coverage Requirements: Specific insurance requirements are contained in Exhibit D.
33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which
arises under or concerns the Contract, or which could have a material adverse effect on the
Contractor’s ability to perform hereunder, the Contractor shall give written notice thereof to the
City within ten (10) calendar days after receipt of notice by the Contractor of said claim, demand,
suit, or other action. Such notice to the City shall state the date of notification of any such claim,
demand, suit, or other action; the basis thereof; and the name of each person or entity associated
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with Contractor against whom such claim is being asserted. Such notice shall be delivered
personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal
delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas
76201.
34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required
or appropriate to be given under the Contract shall be in writing and shall be deemed delivered
three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered
Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon
receipt by the addressee. Routine communications may be made by first class mail, telefax, or
other commercially accepted means. Notices to the Contractor shall be sent to the address specified
in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices
to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked
to the attention of the Purchasing Manager.
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material
submitted by the Contractor to the City shall become property of the City upon receipt. Any
portions of such material claimed by the Contractor to be proprietary must be clearly marked as
such. Determination of the public nature of the material is subject to the Texas Public Information
Act, Chapter 552, and Texas Government Code.
36. WARRANTY AGAINST INFRINGEMENTS:
A. The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City
good and indefeasible title to the deliverables, and (ii) to the best of Contractor’s knowledge, that
no claims have been made by any person or entity with respect to the ownership or operation of
the deliverables and the Contractor does not know of any valid basis for any such claims. Subject
to the limitations on liability set forth in these Terms and Conditions, the Contractor shall, at its
sole expense, defend, indemnify, and hold the City harmless from and against all liabilities,
damages, and costs (including court costs and reasonable fees of attorneys and other professionals)
arising out of or resulting from the Contractor’s breach of any of Contractor’s representations or
warranties stated in this Contract. In the event of any such claim, the City shall have the right to
monitor such claim or at its option engage its own separate counsel to act as co-counsel on the
City’s behalf. Further, Contractor agrees that the City’s specifications regarding the deliverables
shall in no way diminish Contractor’s warranties or obligations under this section 36.
B. Subject to the laws of the State of Texas and without waiving any applicable immunity, the
City warrants that: (i) it has lawful title to or possession of the property, goods, and documents the
City provides to Contractor to services hereunder, (ii) the scanning of such documents does not
infringe on any such third party’s intellectual property rights, and (iii) the City does not violate
any laws, orders, regulations, or rights of third parties in providing such documents to Contractor.
37. CONFIDENTIALITY:
A. In order to provide the deliverables to the City, Contractor may require access to certain of the
City’s and/or its licensors’ confidential information (including inventions, employee information,
trade secrets, confidential know-how, confidential business information, and other information
which the City or its licensors consider confidential) (collectively, “Confidential Information”).
Contractor acknowledges and agrees that the Confidential Information is the valuable property of
the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release
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of the Confidential Information will substantially injure the City and/or its licensors. The
Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will
maintain the Confidential Information in strict confidence and shall not disclose, disseminate,
copy, divulge, recreate, or otherwise use the Confidential Information without the prior written
consent of the City or in a manner not expressly permitted under this Contract, unless the
Confidential Information is required to be disclosed by law or an order of any court or other
governmental authority with proper jurisdiction, provided the Contractor promptly notifies the
City (where lawfully permitted) before disclosing such information so as to permit the City
reasonable time to seek an appropriate protective order. The Contractor agrees to use protective
measures no less stringent than the Contractor uses within its own business to protect its own most
valuable information, which protective measures shall under all circumstances be at least
reasonable measures to ensure the continued confidentiality of the Confidential Information.
B. Subject to the Texas Public Information Act, the City agrees to keep confidential and not to use
or to disclose to third parties, during the term of this Contract or for a period of three (3) years
thereafter, except as expressly consented to by Contractor in writing, any trade secrets, confidential
technology, proprietary information or any confidential information (whether or not labeled as
confidential or proprietary and that a reasonable person would deem to be confidential, or
information is not otherwise available to the public) by City through its association with
Contractor.
38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and
interests throughout the world in and to the deliverables.
A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees
to disclose such patentable subject matter to the City. Further, if requested by the City, the
Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right,
title, and interest to specific inventions under such patentable subject matter to the City and to
execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute,
acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by
the City, to the City upon request by the City.
B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor
agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the
Contractor for the City and the City shall own all copyrights in and to such deliverables, provided
however, that nothing in this Section 38 shall negate the City’s sole or joint ownership of any such
deliverables arising by virtue of the City’s sole or joint authorship of such deliverables. Should by
operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby
assigns to the City (and agrees to cause each of its employees providing services to the City
hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right,
title, and interest in and to such deliverables. With respect to such work made-for-hire, the
Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing
services to the City hereunder to execute, acknowledge, and deliver a work-made-for-hire
agreement, in a form to be reasonably approved by the City, to the City upon delivery of such
deliverables to the City or at such other time as the City may request.
C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its
employees to, execute, acknowledge, and deliver all applications, specifications, oaths,
assignments, and all other instruments which the City might reasonably deem necessary in order
to apply for and obtain copyright protection, mask work registration, trademark registration and/or
protection, letters patent, or any similar rights in any and all countries and in order to assign and
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convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and
interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and
deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those
described in this Section 38 a., b., and c. shall continue after the termination of this Contract with
respect to such deliverables. In the event the City should not seek to obtain copyright protection,
mask work registration or patent protection for any of the deliverables, but should desire to keep
the same secret, the Contractor agrees to treat the same as Confidential Information under the terms
of Section 37 above.
D. Notwithstanding anything contained in this Contract, the City acknowledges and agrees
that (i) the deliverables are digital copies / scanned images of goods, property, and documents
provided to the Contractor, (ii) that Contractor has not had an opportunity to inspect same,
and (iii) that Contractor is not obligated to inspect same to ascertain their contents, title
thereto, or whether same contain any copyrighted material, personally identifiable
information, protected health information, confidential or proprietary information, trade
secrets, or the like, and, therefore, the Contractor is unable to represent and warrant that
such goods, property, and documents provided to it by the City – and the deliverables
(scanned document and images) derived therefrom - are and/or will be afforded copyright
status or patent status, or similar such protections.
39. PUBLICATIONS: All published material and written reports submitted under the Contract
must be originally developed material unless otherwise specifically provided in the Contract.
When material not originally developed is included in a report in any form, the source shall be
identified.
40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior
consent, the fact that the City has entered into the Contract, except to the extent required by law.
41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has
been employed or retained to solicit or secure the Contract upon any agreement or understanding
for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona
fide established commercial or selling agencies maintained by the Contractor for the purpose of
securing business. For breach or violation of this warranty, the City shall have the right, in addition
to any other remedy available, to cancel the Contract without liability for such cancellation and to
deduct from any amounts owed to the Contractor, or, if no amounts are owed to Contractor, to
otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee.
42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without
liability for such cancellation if it is determined by the City that gratuities were offered or given
by the Contractor or any agent or representative of the Contractor to any officer or employee of
the City of Denton with a view toward securing the Contract or securing favorable treatment with
respect to the awarding or amending or the making of any determinations with respect to the
performing of such Contract. In the event the Contract is canceled by the City pursuant to this
provision, the City shall be entitled, in addition to any other rights and remedies, to deduct from
any amounts owed to the Contractor, or, if no amounts are owed to Contractor, to otherwise recover
or withhold the amount of the cost incurred by the Contractor in providing such gratuities.
43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer,
employee, independent consultant, or elected official of the City who is involved in the
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development, evaluation, or decision-making process of the performance of any solicitation shall
have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined
in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any
willful violation of this section shall constitute impropriety in office, and any officer or employee
guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation
of this provision, with the express knowledge of the Contractor shall render the Contract voidable
by the City. The Contractor shall complete and submit the City’s Conflict of Interest
Questionnaire.
44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an
employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall
be those of an independent contractor. The Contractor agrees and understands that the Contract
does not grant any rights or privileges established for employees of the City of Denton, Texas for
the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits,
worker’s compensation, or any other City employee benefit. The City shall not have supervision and
control of the Contractor or any employee of the Contractor, and it is expressly understood that
Contractor shall perform the services hereunder according to terms contained in this Contract at the
general direction of the City Manager of the City of Denton, Texas, or their designee. The Contractor
is expressly free to advertise and perform services for other parties while performing services for the
City.
45. ASSIGNMENT-DELEGATION: This Contract shall be binding upon and ensure to the
benefit of the City, the Contractor, and their respective successors and assigns, provided however,
that no right or interest in the Contract shall be assigned and no obligation shall be delegated by
the Contractor without the prior written consent of the City; provided, however, that the Contractor
may assign this Contract, upon notice to City, to its parent company, an affiliate, or in connection
with a reorganization, restructuring, merger, acquisition, or the sale of all or substantially all of its
assets. Any attempted assignment or delegation by the Contractor shall be void unless made in
conformity with this section 45. The Contract is not intended to confer rights or benefits on any
person, firm or entity not a party hereto; it being the intention of the parties that there are no third
party beneficiaries to this Contract.
The Contractor shall notify the City’s Purchasing Manager, in writing, of a company name,
ownership, or address change for the purpose of maintaining updated City records. The
president of the company or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal
documentation such as an updated W-9, documents filed with the state indicating such
change, copy of the board of director’s resolution approving the action, or an executed
merger or acquisition or similar such agreement. Failure to do so may adversely impact future
invoice payments.
46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole
or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration and is in writing signed by the aggrieved party. No waiver by either
the Contractor or the City of any one or more events of default by the other party shall operate as,
or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an
express or implied acceptance of any other existing or future default or defaults, whether of a
similar or different character.
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47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by
both parties. No pre-printed or similar terms on any the Contractor invoice, order or other
document shall have any force or effect to change the terms, covenants, and conditions of the
Contract.
48. INTERPRETATION: The Contract is intended by the parties as a final, complete and
exclusive statement of the terms of their agreement. No course of prior dealing between the parties
or course of performance or usage of the trade shall be relevant to supplement or explain any term
used in the Contract. Although the Contract may have been substantially drafted by one party, it
is the intent of the parties that all provisions be construed in a manner to be fair to both parties,
reading no provisions more strictly against one party or the other.
49. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to
negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing
of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party
may make a written request for a meeting between representatives of each party within fourteen
(14) calendar days after receipt of the request or such later period as agreed by the parties. Each
party shall include, at a minimum, one (1) senior level individual with decision-making authority
regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith
to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the
parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to
mediation as described below. Negotiation may be waived by a written agreement signed by both
parties, in which event the parties may proceed directly to mediation as described below.
B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation
process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation
skills to assist with resolution of the dispute. Should they choose this option, the City and the
Contractor agree to act in good faith in the selection of the mediator and to give consideration to
qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties
from relying on the skills of a person who is trained in the subject matter of the dispute or a contract
interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of
initiation of the mediation process, the mediator shall be selected by the Denton County Alternative
Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith
for up to thirty (30) calendar days from the date of the first mediation session. The City and the
Contractor will share the mediator’s fees equally and the parties will bear their own costs of
participation such as fees for any consultants or attorneys they may utilize to represent them or
otherwise assist them in the mediation.
50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the
laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted
in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would
refer to and apply the substantive law of another state or jurisdiction. All issues arising from this
Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit
to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City or Contractor to seek and
secure injunctive relief from any competent authority as contemplated herein.
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51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract
shall in no way affect the validity or enforceability of any other portion or provision of the
Contract. Any void provision shall be deemed severed from the Contract and the balance of the
Contract shall be construed and enforced as if the Contract did not contain the particular portion
or provision held to be void. The parties further agree to reform the Contract to replace any stricken
provision with a valid provision that comes as close as possible to the intent of the stricken
provision. The provisions of this Section 51 shall not prevent this entire Contract from being void
should a provision which is the essence of the Contract be determined to be void.
52. HOLIDAYS: The following holidays (“Legal Holiday(s)”) are observed by the City:
New Year’s Day (observed)
MLK Day
Memorial Day
Juneteenth
4th of July
Labor Day
Veteran’s Day
Thanksgiving Day
Day After Thanksgiving
Christmas Eve (observed)
Christmas Day (observed)
New Year’s Day (observed)
If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday
falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be
between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Legal Holidays.
Any scheduled deliveries or work performance not within the normal hours of operation must be
approved by the City Manager of Denton, Texas or their authorized designee.
53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose
continuing rights of or obligations on the parties, including but not limited to the warranty,
indemnity, limitations on liability, intellectual property, and confidentiality obligations of the
parties, shall survive the expiration or termination of the Contract.
54. NON-SUSPENSION OR DEBARMENT CERTIFICATION:
The City of Denton is prohibited from contracting with or making prime or sub-awards to parties
that are suspended or debarred or whose principals are suspended or debarred from Federal, State,
or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its
firm and its principals are not currently suspended or debarred from doing business with the
Federal Government, as indicated by the General Services Administration List of Parties Excluded
from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of
Denton.
55. EQUAL OPPORTUNITY
A. Equal Employment Opportunity: Neither Contractor, nor Contractor’s agent, shall engage in
any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual
orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of,
or be otherwise subjected to discrimination under any activities resulting from this Contract.
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B. Americans with Disabilities Act (ADA) Compliance: Neither Contractor, nor Contractor’s
agent, shall engage in any discriminatory employment practice against individuals with disabilities
as defined in the ADA.
56. INTENTIONALLY OMITTED.
57. RIGHT TO INFORMATION: Subject to the City’s confidentiality obligations set forth in this
Contract, to the extent same do not run afoul of any public disclosure laws, the City of Denton
reserves the right to use any and all information presented in any response to this contract, whether
amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect
this right.
58. LICENSE FEES OR TAXES: Provided the solicitation requires Contractor to be licensed by
the State of Texas, any and all fees and taxes are the responsibility of the Contractor.
59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as
defined by the United States Department of Labor Davis-Bacon Wage Determination at
http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov
for Denton County, Texas (WD-2509).
60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The Contractor
shall comply with all State, Federal, and Local laws and requirements. The Contractor must
comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02
of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which
prohibits the offering or conferring of benefits to public servants. The Contractor shall give all
required notices and comply with all laws and regulations applicable to furnishing and
performance of the Contract.
61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Contractor shall demonstrate on-
site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530
of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees.
Contractor is responsible for both federal and State unemployment insurance coverage and
standard Workers’ Compensation insurance coverage. Contractor shall ensure compliance with all
federal and State tax laws and withholding requirements. The City of Denton shall not be liable to
Contractor or its employees for any Unemployment or Workers' Compensation coverage, or
federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall
pay all costs, penalties, or losses resulting from Contractor's omission or breach of this Section.
62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions
of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701
ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide
requirements for drug-free work place (grants), issued by the Office of Management and Budget
and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the
Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply
with the relevant provisions thereof, including any amendments to the final rule that may hereafter
be issued.
63. CONTRACTOR LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY:
Except with respect to the City property, goods and/or records to be serviced pursuant to this
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Contract # 7812
Contract, which the damage thereof shall be governed by the limitations on liability set forth in
this Contract, the Contractor shall be liable for all damages to City-owned, leased, or occupied
property and equipment caused by the Contractor’s negligence or the negligence of its employees,
agents, subcontractors, and suppliers, in connection with any performance pursuant to the
Contract. The Contractor shall notify the City of Denton Procurement Manager in writing of any
such damage within one (1) business day.
64. FORCE MAJEURE: The City and the Contractor shall not be responsible for performance
under the Contract should it be prevented from performance by an act of war, order of legal
authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the
City or Contractor, as the case may be. In the event of an occurrence under this Section 64, the
Contractor will be excused from any further performance or observance of the requirements so
affected for as long as such circumstances prevail and the Contractor continues to use
commercially reasonable efforts to recommence performance or observance whenever and to
whatever extent possible without delay. The Contractor shall immediately notify the City of
Denton Procurement Manager by telephone (to be confirmed in writing within five (5) business
days of the inception of such occurrence) and describe at a reasonable level of detail the
circumstances causing the non-performance or delay in performance.
65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party
under the Contract will not affect the right of such Party to require performance in the future. No
delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under
the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right
or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as
a waiver of any continuing or succeeding breach.
66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision
of the Contract is in any way intended to constitute a waiver by the City of Denton of any
immunities from suit or from liability that the City of Denton may have by operation of law.
67. RECORDS RETENTION: The Contractor shall retain all financial records, supporting
documents, statistical records, and any other records or books relating to the performances called
for in the Contract. The Contractor shall retain all such records for a period of four (4) years after
the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit
and litigation matters are resolved, whichever period is longer. The Contractor shall grant access
to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of
Texas, and any federal governmental entity that has authority to review records due to federal
funds being spent under the Contract.
DocuSign Envelope ID: 3225D92B-CF87-4D66-A26D-538517DAFD32
Contract # 7812
DocuSign Envelope ID: 3225D92B-CF87-4D66-A26D-538517DAFD32
Contract # 7812
Exhibit D
INSURANCE REQUIREMENTS AND
WORKERS’ COMPENSATION REQUIREMENTS
Upon contract execution, all insurance requirements shall become contractual obligations, which
the successful contractor 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, the minimum insurance coverage as indicated hereinafter.
Contractor shall file with the Purchasing Department satisfactory certificates of insurance
including any applicable addendum or endorsements, containing the contract 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, 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- or better.
• Any deductibles or self-insured retentions shall be declared in the proposal.
• 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.
▪ 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 or materially changed 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
DocuSign Envelope ID: 3225D92B-CF87-4D66-A26D-538517DAFD32
Contract # 7812
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 Contract 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.
• 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 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.
DocuSign Envelope ID: 3225D92B-CF87-4D66-A26D-538517DAFD32
Contract # 7812
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.
[X] Workers’ Compensation Insurance
Contractor shall purchase and maintain Workers’ 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 Workers’ 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 $500,000.00
combined bodily injury and property damage per occurrence with a $1,000,000.00
aggregate.
[ ] Fire Damage Legal Liability Insurance
Coverage is required if Broad form General Liability is not provided or is unavailable to the
contractor or if a contractor leases or rents a portion of a City building. Limits of not less
than each occurrence are required.
[ ] Professional Liability Insurance
Professional liability insurance with limits not less than $1,000,000.00 per claim with
respect to negligent acts, errors or omissions in connection with professional services is
required under this Contract.
[ ] 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.
[ ] Environmental Liability Insurance
DocuSign Envelope ID: 3225D92B-CF87-4D66-A26D-538517DAFD32
Contract # 7812
Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this
contract.
[ ] Riggers Insurance
The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be
provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and
Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11,
Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the
CGL coverage
[ ] 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.
[X] Cyber
Cyber coverage provided protection for business liability for a data breach, cyber extortion,
business interruption due to malicious cyber-attacks or malware infections. A Cyber policy
will be required anytime a system interfaces with the City of Denton’s servers or houses
sensitive information such as customer or employee data. When Cyber coverage is
required commercial crime is also required. Limits of not less than $500,000 are required
unless other limits are individually approved by the City
[ ] 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: 3225D92B-CF87-4D66-A26D-538517DAFD32
Contract # 7812
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
DocuSign Envelope ID: 3225D92B-CF87-4D66-A26D-538517DAFD32
Contract # 7812
project, so the governmental entity will have on file certificates of
coverage showing coverage for all persons providing services on the
project; and
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. a certificate of coverage, prior to the other person beginning work on the
project; and
DocuSign Envelope ID: 3225D92B-CF87-4D66-A26D-538517DAFD32
Contract # 7812
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;
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 sections (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: 3225D92B-CF87-4D66-A26D-538517DAFD32
Contract # 7812
Exhibit E
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the
Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring
the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish a Certificate of Interest Parties before the contract is
awarded, in accordance with Government Code 2252.908.
The contractor shall:
1. Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Complete and sign the Form 1295
6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line.
(EX: Contract 1234 – Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after
Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Commission’s website within seven business days.
DocuSign Envelope ID: 3225D92B-CF87-4D66-A26D-538517DAFD32
Item No.Description UOM Unit Price
1 Letter (8.5 x 11)Per image $0.07
2 Legal (8.5 x 14)Per image $0.07
3 Ledger (17 x 11)Per image $0.07
4 Tabloid (11 17)Per image $0.07
5 Junior Legal (5 8)Per image $0.07
6 Half Letter (5.5 8.5)Per image $0.07
7 Government Letter (8 10.5)Per image $0.07
8 Government Legal (8.5 13)Per image $0.07
9 ANSI C (17 22)Per image $0.80
10 ANSI D (22 34)Per image $0.80
11 ANSI E (34 44)Per image $0.80
12 Arch A (9 12)Per image $0.07
13 Arch B (12 18)Per image $0.07
14 Arch C (18 24)Per image $0.80
15 Arch D (24 36)Per image $0.80
16 Arch E (36 48)Per image $0.80
17 Arch E1 (30 42)Per image $0.80
18 Other Standard Paper sizes Per image $0.07
19 Other Oversized Paper sizes Per image $0.80
20 Bates Number Stamping Per Image $0.01
21 35 MM Microfilm Scanning Per Image $0.10
22 Microfiche Com Scanning Per Image $0.10
23 Microfiche Jacket Scanning Per Image $0.11
24 VisualVault Document Management System - Monthly Subscription For 250
GB of Digital Storage and 25 Users Per Month $2,250.00
25 Bulk Digital Storage - CJIS Compliant Storage Per Terabyte Per Month $975.00
26 Book Scanning Per Image $0.58
27 Document Preparation/Indexing Determined per project Hourly $34.00
Mark-up%Percentage N/A
Exhibit F
Section A: Scanning Services - Document Sizes
Section B: Sub-Contract Mark-up
DocuSign Envelope ID: 3225D92B-CF87-4D66-A26D-538517DAFD32
28 Initial Pickup Fee of Box EA $2.25
29 Retrieval of box from GRM storage EA $2.25
30 Retrieval of file EA $2.75
31 Re-File of box EA $2.25
32 Re-File of file EA $2.75
33 Rush Trip Charge Priority-On Demand (access within same day)EA $66.00
34 CJIS Certified Document Destruction Per Pound $0.15
35 Storage Box and Lid (Applicable to 1.2 CF boxes)Each $2.75
36 Document Destruction Per Pound $0.15
37 Cloud Storage (GRM will provide a highly secure cloud repository for
delivery of images and indexes/metadata)Per Page $0.00
38 Storage Floor Space Per Month $0.25
39 Secured Box Storage per cu ft Per Month $0.25
40 Secured Box Storage per (1.2 cu ft)Per Month $0.21
41 Secured Box Storage per (2.4 cu ft)Per Month $0.42
42 Secured Bankers Box Storage per box Per Month $0.25
43
Cost for flat rate fee for on-site scanning services. (All scanning will be
performed off site )EA N/A
44 If on-site scanning services per day , please provide daily rate cost.Day N/A
Section C: Additional Service Fees
DocuSign Envelope ID: 3225D92B-CF87-4D66-A26D-538517DAFD32
Contract # 7812
Exhibit G
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as
defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the
date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity.
2
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day
after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship
as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer
named in this section AND the taxable income is not received from the local governmental entity?
Yes No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an
officer or director, or holds an ownership of one percent or more?
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
DocuSign Envelope ID: 3225D92B-CF87-4D66-A26D-538517DAFD32
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as
defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the
date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity.
2
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day
after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship
as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer
named in this section AND the taxable income is not received from the local governmental entity?
Yes No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an
officer or director, or holds an ownership of one percent or more?
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
Exhibit
DocuSign Envelope ID: 3225D92B-CF87-4D66-A26D-538517DAFD32
GRM information Management
Services of Dallas, LLC
G
None
Mary McFall
12/9/2021
Certificate Of Completion
Envelope Id: 3225D92BCF874D66A26D538517DAFD32 Status: Completed
Subject: Please DocuSign: City Council Contract 7812 Scanning Services
Source Envelope:
Document Pages: 36 Signatures: 6 Envelope Originator:
Certificate Pages: 6 Initials: 1 Ginny Brummett
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
Ginny.Brummett@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
12/9/2021 9:35:39 AM
Holder: Ginny Brummett
Ginny.Brummett@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Ginny Brummett
ginny.brummett@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 12/9/2021 9:40:33 AM
Viewed: 12/9/2021 9:40:42 AM
Signed: 12/9/2021 9:40:52 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 12/9/2021 9:40:55 AM
Viewed: 12/9/2021 9:47:58 AM
Signed: 12/9/2021 9:50:11 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marcella Lunn
marcella.lunn@cityofdenton.com
Catherine Clifton, Interim City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 107.115.5.138
Signed using mobile
Sent: 12/9/2021 9:50:14 AM
Viewed: 12/9/2021 9:54:35 AM
Signed: 12/9/2021 9:57:13 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
David Symanski
dsymanski@grmdocument.com
VP OPerations, Digital
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 50.229.38.116
Sent: 12/9/2021 9:57:16 AM
Viewed: 12/9/2021 10:02:17 AM
Signed: 12/9/2021 10:50:09 AM
Electronic Record and Signature Disclosure:
Accepted: 12/9/2021 10:02:17 AM
ID: 7dd45e73-1ee2-4372-8c06-0611012c48fe
Signer Events Signature Timestamp
Christine Taylor
christine.taylor@cityofdenton.com
Director of Procurement and Compliance
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 12/9/2021 10:50:13 AM
Viewed: 12/9/2021 11:14:45 AM
Signed: 12/9/2021 11:14:55 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 12/9/2021 11:14:59 AM
Viewed: 1/5/2022 8:11:14 AM
Signed: 1/5/2022 8:11:34 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sara Hensley
sara.hensley@cityofdenton.com
Interim City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 1/5/2022 8:11:38 AM
Viewed: 1/5/2022 8:12:18 AM
Signed: 1/5/2022 8:12:23 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Rosa Rios
rosa.rios@cityofdenton.com
City Secretary
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 1/5/2022 8:12:27 AM
Viewed: 1/5/2022 2:22:32 PM
Signed: 1/5/2022 2:23:12 PM
Electronic Record and Signature Disclosure:
Accepted: 1/5/2022 2:22:32 PM
ID: d5a5ef62-4b8e-4875-ac19-d053bd71727b
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
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Contract Administrator
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 12/9/2021 9:40:55 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 12/9/2021 11:14:59 AM
Viewed: 12/9/2021 3:11:55 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 1/5/2022 2:23:15 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Rosa Rios
rosa.rios@cityofdenton.com
City Secretary
Security Level: Email, Account Authentication
(None)
Sent: 1/5/2022 2:23:17 PM
Electronic Record and Signature Disclosure:
Accepted: 1/5/2022 2:22:32 PM
ID: d5a5ef62-4b8e-4875-ac19-d053bd71727b
Brian Loeb
bloeb@grmdocument.com
Security Level: Email, Account Authentication
(None)
Sent: 1/5/2022 2:23:18 PM
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 12/9/2021 9:40:33 AM
Certified Delivered Security Checked 1/5/2022 2:22:32 PM
Signing Complete Security Checked 1/5/2022 2:23:12 PM
Completed Security Checked 1/5/2022 2:23:18 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: David Symanski, Rosa Rios, Rosa Rios
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.