Online Information Services Utility Exchange-5890-Award/Ordinance/Pricing
Docusign City Council T ransmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Granicus #
Ordinance #
DocuSign Envelope ID: 8DE61E44-6BBC-4236-A2E3-44363AF454D7
RFP
5890 - Online Information Services, Inc. dba Utility Exchange Contract
1/5/2016
Jody Word
5890
RFP # 5890
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AN ONLINE INFORMATION SERVICES, INC.
(RFP 5890)
THIS CONTRACT is made and entered into this date ______________________, by
and between ONLINE INFORMATION SERVICES, INC. a corporation, whose address is 685
W. Firetower Rd., Winterville, NC 28590, 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.
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
Supplier shall provide products and/or services in accordance with the City’s document
RFP 5890 – Provide Fraud Prevention Credit Risk Assessment & Debit Recovery Solutions, 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) Request for Proposal (Exhibit “B” on File at the Office of the Purchasing Agent);
(c) City of Denton Standard Terms and Conditions (Exhibit “C ”);
(d) Insurance Requirements (Exhibit “D ”);
(e) ONLINE UTLITY EXCHANGE Subsriber Service Agreement (Exhibit "E");
(f) Form CIQ – Conflict of Interest Questionnaire (Exhibit "F");
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.”
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RFP # 5890
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
CONTRACTOR
BY:
AUTHORIZED SIGNATURE
Date:
Name:
Title:
PHONE NUMBER
EMAIL ADDRESS
CITY OF DENTON, TEXAS
ATTEST:
JENNIFER WALTERS, CITY SECRETARY BY:
GEORGE C. CAMPBELL, CITY MANAGER
BY: __________________________________ Date:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: __________________________________
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Director of Sales and Marketing
Christoph Turner
christoph@onlineis.com
12/21/2015
2527572125
1/7/2016
RFP # 5890
Exhibit A
Special Terms and Conditions
Total Contract Amount
The contract total for services shall not exceed $250,000. Pricing shall be per Exhibit E attached.
Contract Terms
The contract term will be three (3) years, effective from date of award or notice to proceed as
determined by the City of Denton Purchasing Department.
The contract shall commence upon the issuance of a Notice of Award by the City of Denton and
shall automatically renew each year, from the date of award by City Council, unless either party
notifies the other prior to the scheduled renewal date. 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.
Price Escalation and De-escalation
The City will implement an escalation/de-escalation price adjustment annually. The escalation/de-
escalation will be based upon manufacturer published pricing sheets to the vendor. The price will
be increased or decreased based upon the annually percentage change in the manufacturer’s price
list. The price adjustment will be determined annually from the award date. Should the change
exceed or decrease a minimum threshold value of +/-1%, then the stated eligible bid prices shall
be adjusted in accordance with the published price change. It is the supplier or the Cities
responsibility to request a price adjustment annually in writing. If no request is made, then it will
be assumed that the bid price will be in effect. The supplier must submit or make available the
manufacturers pricing sheet used to calculate the bid proposal, to participate in the
escalation/de-escalation clause.
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Exhibit C
Standard Purchase Terms and Conditions
These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings
and other requirements included in the City of Denton’s contract are applicable to
contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer
and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must
be in writing and signed by a representative of the City’s Procurement Department and the
Supplier. No Ter ms and Conditions contained in the seller’s proposal response, invoice or
statement shall serve to modify the terms set forth herein. If there is a conflict between the
provisions on the face of the contract/purchase order these written provisions will take precedence.
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, 21, 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 Offer in strict accordance with
the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local
laws, rules, and regulations.
2. EFFECTIVE DATE/TERM . Unless otherwise specified in the Solicitation, this Contract shall
be effective as of the date the contract is signed by the City, and shall continue in effect until all
obligations are performed in accordance with the Contract.
3. CONTRACTOR TO PACKAGE DELIVERABLES : The Contractor will package
deliverables in accordance with good commercial practice and shall include a packing list showing
the description of each item, the quantity and unit price unless otherwise provided in the
Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly
and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name,
address and purchase order or purchase release number and the price agreement number if
applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the
number of the container bearing the packing list. The Contractor shall bear cost of packaging.
Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all
the requirements of common carriers and any applicable specification. The City's count or weight
shall be final and conclusive on shipments not accompanied by packing lists.
4. SHIPMENT UNDER RESERVATION PROHIBITED : The Contractor is not authorized to
ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of
deliverables.
5. TITLE & RISK OF LOSS : Title to and risk of loss of the deliverables shall pass to the City
only when the City actually receives and accepts the deliverables.
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6. DELIVERY TERMS AND TRANSPORTATION CHARGES : Deliverables shall be
shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and
Conditions. Unless otherwise stated in the Offer, the Contractor’s price shall be deemed to include
all delivery and transportation charges. The City shall have the right to designate what method of
transportation shall be used to ship the deliverables. The place of delivery shall be that set forth
the purchase order.
7. RIGHT OF INSPECTION AND REJECTION : The City expressly reserves all rights under
law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at
delivery before accepting them, and to reject defective or non-conforming deliverables. If the City
has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the
deliverables at the Contractor’s, or the Contractor’s Subcontractor’s, premises, the Contractor shall
furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance
to the City to facilitate such inspection.
8. NO REPLACEMENT OF DEFECTIVE TENDER : Every tender or delivery of deliverables
must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity.
Any non-complying tender shall constitute a breach and the Contractor shall not have the right to
substitute a conforming tender; provided, where the time for performance has not yet expired, the
Contractor may notify the City of the intention to cure and may then make a conforming tender
within the time allotted in the contract.
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
hereby releases and holds the City harmless from and against any liability or claim for damages of
any kind or nature if the actual site or service conditions differ from expected conditions.
The contractor shall, at all times, exercise reasonable precautions for the safety of their employees,
City Staff, participants 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 a City of Denton 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.
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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.
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, it’s 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. 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 paragraph.
Environmental Protection: The Respondent 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 after each delivery. If partial shipments or deliveries are authorized by the City, a separate
invoice must be sent for each shipment or delivery made.
B. Proper Invoices must include a unique invoice number, the purchase order or delivery
order number and the master agreement 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 Vendor’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. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all
Subcontract and other authorized expenses at actual cost without markup.
E. 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.
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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 deliverables or of the invoice being received
in Accounts Payable, whichever is later.
B. If payment is not timely made, (per paragraph A); 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 or set off the entire 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. third party claims, which are not covered by the insurance which the Contractor is
required to provide, are filed or reasonable evidence indicating probable filing of such
claims;
iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment;
iv. damage to the property of the City or the City’s agents, employees or contractors, which
is not covered by insurance required to be provided by the Contractor;
v. reasonable evidence that the Contractor’s obligations will not be completed within the
time specified in the Contract, and that the unpaid balance would not be adequate to cover
actual or liquidated damages for the anticipated delay;
vi. failure of the Contractor to submit proper invoices with purchase order number, with
all required attachments and supporting documentation; or
vii. failure of the Contractor to comply with any material provision of the Contract
Documents.
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
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 otherwis e negotiated.
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15. FINAL PAYMENT AND CLOSE-OUT :
A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified
Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance
Report to the Purchasing Manager no later than the 15th calendar day after completion of all work
under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in
compliance with the requirements as accepted by the City.
B. 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 those previously asserted in writing and not yet settled.
16. SPECIAL TOOLS & TEST EQUIPMENT : If the price stated on the Offer includes the cost
of any special tooling or special test equipment fabricated or required by the Contractor for the
purpose of filling this order, such special tooling equipment and any process sheets related thereto
shall become the property of the City and shall be identified by the Contractor as such.
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 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 1% or greater.
If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel
costs, must be borne by the Contractor which must be payable within five (5) business days of
receipt of an invoice.
B. Failure to comply with the provisions of this section 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, sha ll 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. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor
shall comply with all requirements approved by the City. The Contractor shall not initially employ
any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute
any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in
writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or
remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan
has been approved, the Contractor is additionally required to submit a monthly Subcontract
Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day
of each month.
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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. The City may require, as
a condition to such further subcontracting, that the Subcontractor post a payment bond in
form, substance and amount acceptable to the City;
iii. require Subcontractors to submit all invoices and applications for payments, including
any claims for additional payments, damages or otherwise, to the Contractor in sufficient
time to enable the Contractor to include same with its invoice or application for payment
to the City in accordance with the terms of the Contract;
iv. require that all Subcontractors obtain and maintain, throughout the term of their
contract, insurance in the type and amounts specified for the Contractor, with the City
being a named insured as its interest shall appear; and
v. require that the Subcontractor indemnify and hold the City harmless to the same extent
as the Contractor is required to indemnify the City.
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.
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 not later than ten (10) calendar days after receipt of payment from the City.
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 others for like deliverables 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.
C. In addition to any other remedy available, the City may deduct from any amounts owed to the
Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current
prices on orders by others for like deliverables under similar terms of purchase.
20. WARRANTY – TITLE : The Contractor warrants that it has good and indefeasible title to all
deliverables furnished under the Contract, and that the deliverables are free and clear of all liens,
claims, security interests and encumbrances. The Contractor shall indemnify and hold the City
harmless from and against all adverse title claims to the deliverables.
21. 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, to the terms, covenants and
conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations,
and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall
be new or recycled merchandise, and not used or reconditioned.
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A. Recycled deliverables shall be clearly identified as such.
B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty
implied by law; and any attempt to do so shall be without force or effect.
C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from
the date of acceptance of the deliverables or from the date of acceptance of any replacement
deliverables. If during the warranty period, one or more of the above warranties are breached, the
Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables,
or replace the non-conforming deliverables with fully conforming deliverables, at the City’s option
and at no additional cost to the City. All costs incidental to such repair or replacement, including
but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor.
The City shall endeavor to give the Contractor written notice of the breach of warranty withi n
thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice
shall not impair the City’s rights under this section.
D. 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. In such event, the
Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to
procure such deliverables from another source.
E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate
manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty to
the City. If for any reason the manufacturer’s warranty cannot be fully transferred to the City, the
Contractor shall assist and cooperate with the City to the fullest extent to enforce such
manufacturer’s warranty for the benefit of the City.
22. 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.
A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty
implied by law, and any attempt to do so shall be without force or effect.
B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from
the Acceptance Date. If during the warranty period, one or more of the above warranties are
breached, the Contractor shall promptly upon receipt of demand perform the services again in
accordance with above standard at no additional cost to the City. All costs incidental to such
additional performance shall be borne by the Contractor. The City shall endeavor to give the
Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery
of the breach warranty, but failure to give timely notice shall not impair the City’s rights under
this section.
C. 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. In such event, the Contractor
shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such
services from another source.
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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. The Contractor shall pay
all claims, costs, losses and damages attributable to the City’s evaluation of and determination to
accept such defective or non-conforming deliverables. If any such acceptance 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 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. The Contractor shall be liable for all costs incurred by the
City as a result of the issuance of such Stop Work Notice.
26. DEFAULT : 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, (b) fails to
provide adequate assurance of performance under Paragraph 24, (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 or deliverable required to be submitted by the Contractor to
the City.
27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City 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 Contractor, within such
ten (10) day period, cures such default, or provides evidence suffici ent to prove to the City’s
reasonable satisfaction that such default does not, in fact, exist. 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, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post -
judgment interest at the maximum lawful rate. Additionally, in the event of a default by th e
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
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 in accordance with the terms hereof.
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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. The
Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of
receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the
Dispute Resolution process specified in paragraph 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 :
A. Definitions:
i. "Indemnified Claims" shall include any and all 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. 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
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.
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32. INSURANCE : The following insurance requirements are applicable, in addition to the specific
insurance requirements detailed in Appendix A for services only . The successful firm shall procure
and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton.
The insurance shall be written by a company licensed to do business in the State of Texas and
satisfactory to the City of Denton.
A. General Requirements:
i. The Contractor shall at a minimum carry insurance in the types and amounts indicated
and agreed to, as submitted to the City and approved by the City within the procurement
process, 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 coverage’s 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 may subject the Offer to disqualification from
consideration for award. 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 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.
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 agreed to with the City, 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 certified copies of policies and endorsements thereto and may make any
reasonable requests for deletion or revision or modification of particular policy terms,
conditions, limitations, or exclusions except where policy provisions are established by law
or regulations binding upon either of the parties hereto or the underwriter on any such
policies.
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x. The City reserves the right to review the insurance requirements set forth during the
effective period of the Contract and to make reasonable adjustments to insurance coverage,
limits, and exclusions when deemed necessary and prudent by the City based upon changes
in statutory law, court decisions, the claims history of the industry or financial condition
of the insurance company as well as the Contractor.
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 Insuranc e.
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
coverage’s indicated within the Contract.
xiv. The insurance coverage’s speci fied in within the solicitation and requirements are
required minimums and are not intended to limit the responsibility or liability of the
Contractor.
B. Specific Coverage Requirements: Specific insurance requirements are contained in the
solicitation instrument.
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 affect on the
Contractor’s ability to perform thereunder, the Contract or shall give written notice thereof to the
City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City
shall state the date of notification of any such claim, demand, suit, or other action; the names and
addresses of the claimant(s); the basis thereof; and the name of each person 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.
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36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS : 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) the deliverables supplied by the Contractor in accordance with the
specifications in the Contract will not infringe, directly or contributorily, any patent, trademark,
copyright, trade secret, or any other intellectual property right of any kind of any third party; 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. The
Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and
against all liability, damages, and costs (including court costs and reasonable fees of attorneys and
other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere
in the world of the rights associated with the City’s’ ownership, and if applicable, license rights,
and its use of the deliverables infringes the intellectual property rights of any third party; or (ii)
the Contractor’s breach of any of Contractor’s representations or warranties st ated 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 paragraph and the City makes no warranty that
the production, development, or delivery of such deliverables will not impact such warranties of
Contractor.
37. CONFIDENTIALITY : 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 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 Agreement, 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 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.
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.
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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 nothi ng in this Paragraph 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-h ire, 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
convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and
interest in and to the deliverab les. 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 Paragraph 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 Paragraph 37 above.
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 and to deduct from any
amounts owed to the Contractor, or 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 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 recover or withhold the amount of the cost
incurred by the Contractor in providing such gratuities.
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43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS : No officer,
employee, independent consultant, or elected official of the City who is involved in the
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. 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 knowledge, expressed or implied, 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 the attached specifications at the general
direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The
contractor is expressly free to advertise and perform services for other parties while performing
services for the City.
45. ASSIGNMENT-DELEGATION : The Contract shall be binding upon and ensure to the
benefit of the City and 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. Any attempted
assignment or delegation by the Contractor shall be void unless made in conformity with this
paragraph. 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
the Contract.
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.
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. Whenever a term defined by the
Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC
definition shall control, unless otherwise defined in the Contract.
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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
p arties 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 to seek and secure
injunctive relief from any competent authority as contemplated herein.
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 shall not prevent this entire Contract from being void
should a provision which is the essence of the Contract be determined to be void.
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52. HOLIDAYS: The following holidays are observed by the City:
New Year’s Day (observed)
MLK Day
Memorial Day
4th of July
Labor 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 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 his authorized designee.
53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose
continuing obligations on the parties, including but not limited to the warranty, indemnity, 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: No Offeror, or Offeror’s agent, shall engage in any
discriminatory employment practice. No person shall, on the grounds of race, sex, 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 RFQ.
B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall
engage in any discriminatory employment practice against individuals with disabilities as defined
in the ADA.
56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded
requirements)
The following federally funded requirements are applicable. A. Definitions. As used in this
paragraph –
i. "Component" means an article, material, or supply incorporated directly into an end product.
ii. "Cost of components" means -
(1) For components purchased by the Contractor, the acquisition cost, including transportation
costs to the place of incorporation into the end product (whether or not such costs are paid to a
domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or
(2) For components manufactured by the Contractor, all costs associated with the manufacture of
the component, including transportation costs as described in paragraph (1) of this definition, plus
allocable overhead costs, but excluding profit. Cost of components does not include any costs
associated with the manufacture of the end product.
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iii. "Domestic end product" means-
(1) An unmanufactured end product mined or produced in the United States; or
(2) An end product manufactured in the United States, if the cost of its components mined,
produced, or manufactured in the United States exceeds 50 percent of the cost of all its
components. Components of foreign origin of the same class or kind as those that the agency
determines are not mined, produced, or manufactured in sufficient and reasonably available
commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected,
and prepared for processing in the United States is considered domestic.
iv. "End product" means those articles, materials, and supplies to be acquired under the contract
for public use.
v. "Foreign end product" means an end product other than a domestic end product.
vi. "United States" means the 50 States, the District of Columbia, and outlying areas.
B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products
for supplies acquired for use in the United States.
C. The City does not maintain a list of foreign articles that will be treated as domestic for this
Contract; but will consider for approval foreign articles as domestic for this product if the articles
are on a list approved by another Governmental Agency. The Offeror shall submit documentation
with their Offer demonstrating that the article is on an approved Governmental list.
D. The Contractor shall deliver only domestic end products except to the extent that it specified
delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act
Certificate".
57. RIGHT TO INFORMATION: 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 TAXE S: Provided the solicitation requires an awarded contractor or
supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the
respondent.
59. PREVAILING WAGE RATE S: 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
or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent
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 Respondent shall give
all notices and comply with all laws and regulations applicable to furnishing and performance of
the Contract.
61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent 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.
Respondent is responsible for both federal and State unemployment insurance coverage and
stand ard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with
all federal and State tax laws and withholding requirements. The City of Denton shall not be liable
to Respondent 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 Respondent's omission or breach of this Section.
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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. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The
Respondent shall be liable for all damages to government-owned, leased, or occupied property and
equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers,
including any delivery or cartage company, in connection with any performance pursuant to the
Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any
such damage within one (1) calendar day.
64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent 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 of Denton. In the event of an occurrence under this Section, the
Respondent will be excused from any further performance or observance of the requirements so
affected for as long as such circumstances prevail and the Respondent continues to use
commercially reasonable efforts to recommence performance or observance whenever and to
whatever extent possible without delay. The Respondent shall immediately notify the City of
Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar
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, failu re, 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 Respondent 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 Respondent 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 Respondent 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.
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Should a conflict arise between any of the contract documents, it shall be resolved with the
following order of precedence (if applicable). In any event, the final negotiated contract shall
take precedence over any and all contract documents to the extent of such conflict.
1. Final negotiated contract
2. RFP/Bid documents
3. City’s standard terms and conditions
4. Purchase order
5. Supplier terms and conditions
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Exhibit D
INSURANCE REQUIREMENTS AND
WORKERS’ COMPENSENTATION 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, Owner, 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. If requested
by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions
with respect to the City, its officials, agents, employees and volunteers; or, the contractor
shall procure a bond guaranteeing payment of losses and related investigations, claim
administration and defense expenses.
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.
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.
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Should any of the required insurance be provided under a claims made form, Contractor
shall maintain such coverage continuously throughout the term of this contract and,
without lapse, for a period of three years beyond the contract expiration, such that
occurrences arising during the contract term which give rise to claims made after
expiration of the contract shall be covered.
Should any of the required insurance be provided under a form of coverage that includes
a general annual aggregate limit providing for claims investigation or legal defense costs
to be included in the general annual aggregate limit, the Contractor shall either double the
occurrence limits or obtain Owners and Contractors Protective Liability Insurance.
Should any required insurance lapse during the contract term, requests for payments
originating after such lapse shall not be processed until the City receives satisfactory
evidence of reinstated coverage as required by this contract, effective as of the lapse date.
If insurance is not reinstated, City may, at its sole option, terminate this agreement
effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall
additionally comply with the following marked specifications, and shall be maintained in
compliance with these additional specifications throughout the duration of the Contract,
or longer, if so noted:
[X ] A. General Liability Insurance:
General Liability insurance with combined single limits of not less than $1,000,000.00
shall be provided and maintained by the Contractor. The policy shall be written on an
occurrence basis either in a single policy or in a combination of underlying and
umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
Coverage A shall include premises, operations, products, and completed
operations, independent contractors, contractual liability covering this
contract and broad form property damage coverage.
Coverage B shall include personal injury.
Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
Bodily injury and Property Damage Liability for premises, operations, products
and completed operations, independent contractors and property damage
resulting from explosion, collapse or underground (XCU) exposures.
Broad form contractual liability (preferably by endorsement) covering this
contract, personal injury liability and broad form property damage liability.
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[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.
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 Agreement.
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[ ] 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
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 em ployees,
including new hires. This type insurance should be required if the contractor has access
to City funds. Limits of not less than $ each occurrence are required.
[ ] Additional Insurance
Other insurance may be required on an individual basis for extra hazardous contracts and
specific service agreements. If such additional insurance is required for a specific
contract, that requirement will be described in the "Specific Conditions" of the contract
specifications.
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ATTACHMENT 1
[X] 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
ent ity showing that coverage has been extended.
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E. The contractor shall obtain from each person providing services on a project,
and provide to the governmental entity:
1. a certificate of coverage, prior to that person beginning work on the
project, so the governmental entity will have on file certificates of
coverage showing coverage for all persons providing services on the
project; and
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;
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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
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 paragraphs (1) - (7), with the certificates of coverage to be
provided to the person for whom they are providing services.
J. By signing this contract or providing or causing to be provided a certificate of
coverage, the contractor is representing to the governmental entity that all
employees of the contractor who will provide services on the project will be
covered by workers' compensation coverage for the duration of the project,
that the coverage will be based on proper reporting of classification codes and
payroll amounts, and that all coverage agreements will be filed with the
appropriate insurance carrier or, in the case of a self-insured, with the
commission's Division of Self-Insurance Regulation. Providing false or
misleading information may subject the contractor to administrative penalties,
criminal penalties, civil penalties, or other civil actions.
K. Th e 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.
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SUBSCRIBER SERVICE AGREEMENT
This Subscriber Service Agreement (“Agreement”) is entered into by ONLINE Information Services, Inc., hereafter referred to as
“ONLINE”, a North Carolina corporation, d /b/a the ONLINE Utility Exc hange and City of Denton hereafter referred to as “Subscriber”,
901 B Texas Street, Denton a TX corporation as of _____________ .
ONLINE and Subscriber agree as follows:
1. Services. Through the ONLINE Utility Exchange, ONLINE will furnish services to Subscriber involving the supply of business
and consumer information, consumer reports, credit worthiness scores, fraud detection, information pertaining to unpaid utility
bills and other services that ONLINE may, from time to time, make available to Subscribe r (“Services”). Any mention of rights or
obligations to ONLINE within this agreement shall also apply to Experian, Trans Union, Equifax, Core Logic, LexisNexis,
Background Data, and Rapid Courts (“Data Providers”).
2. Charges to Subscriber.
A. Subscriber agrees to pay ONLINE for all charges for each Subscriber inquiry, including “no record found”, submitted to
ONLINE as outlined in SCHEDULE A “ONLINE Charges to Subscriber.”
B. Bureau/Jurisdiction Surcharges and Fees. Subscriber acknowledges that Data Providers may impose additional
surcharges for access to files that are affiliate owned or that reside in certain States or Counties. Additionally certain
jurisdictions charge court fees for accessing public record information. Examples of these charges include Equifax Affiliate
owned files, California Privacy Act Surcharges, and Alaska and Colorado State surcharges, and County Court fees. In the
event that a file/report is accessed which has such a surcharge or fee ONLINE will pass that Surcharge/Fee along to the
Subscriber.
C. Subscriber acknowledges that the pricing in Schedule A is based upon volume representations made by Subscriber during
the negotiation of this agreement. In the event that Subscriber fails to meet these volume expectations, ONLINE reserves
the right to request and adjustment on an annual basis at least 30 days prior to the annual renewal period, to adjust its
charges to accurately reflect the volume used by Subscriber.
D. Subscriber agrees that ONLINE aggregates data from third party sources and from time to time the cost to ONLINE to
provide the services may increase. ONLINE reserves the right to adjust Subscriber’s pricing to reflect any such change with
a 30 day notice to Subscriber , prior to the annual renewal period.
E. Subscriber agrees that on each annual contract renewal ONLINE may request a price change with a 30 day advance
written notice, prior to the contract renewal period. Provided a new price is negotiated, the new per inquiry price will be
reflected on the first invoice after the contr act renewal .
3. Invoicing/Billing .
A. Subscriber agrees that the pricing in Schedule A is based on Subscriber setting up and paying their monthly invoice via an
automated payment method, either credit card or ACH.
B. All billing is processed monthly between the 1 st and the 5 th for the previous month’s services.
C. ONLINE will process the automated payment and deliver to Subscriber an invoice marked “Paid In Full”.
D. All invoices will be delivered via electronic mail to the email addresses designated by Subscriber, at
accountspayable@cityofdenton.com .
E. A service charge, which complies with Texas Government Code 2251 (Texas Prompt Payment Act) of the unpaid balance
will be charged on all accounts not paid by the 30 th day of the month following the invoice date.
F. Services will be immediately terminated when account reaches 60 days past due. Services will not be reinstated until the
full outstanding balance is paid in full and a valid automated payment method is setup with ONLINE.
G. If account remains unpaid for 90 days the account will be referred to collections and/or legal proceedings initiated.
4. Subscriber Use.
A. Subscriber hereby certifies and warrants that it will request and use consumer information received from ONLINE solely in
connection with credit transactions i nvolving the consumer as to whom such information is sought, or for other “permissible
purposes” as defined by the Fair Credit Reporting Act, 15 U.S.C. Section 1681 et seq . (together with any successor or
replacement statutory provisions, “FCRA”)
B. Subscriber hereby certifies and warrants that it will request and use the fraud prevention portion of the service in
compliance with a “permitted purpose” under the Gramm Leach Bliley Act, specifically fraud prevention and detection.
C. As many ONLINE services contain information from the Social Security Administration’s Death Master File (“DMF”),
Subscriber acknowledges its obligation to restrict Subscriber’s use of deceased flags or other indicia within ONLINE’s
EXHIBIT E
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services to legitimate fraud prevention or business purposes in compliance with applicable laws, rules and regulations and
consistent with Subscriber’s applicable Fair Credit Reporting Act (15 U.S.C. •1681 et seq.) or Gramm -Leach-Bliley Act (15
U.S.C. § 6801 et seq.) use. Subscriber certifies it will not take any adverse action against any consumer without further
investigation to verify the information from the deceased flags or other indicia within ONLINE’s services.
D. Subscriber maybe given access to information from state departments of motor vehicles. Subscriber hereby certifies and
warrants that it will request and use the provided information only for an approved permissible purpose under the Drivers
Privacy Protection Act, specifically fraud prevention and/or to affect collection of a debt.
E. If Subscriber obtains Social Security Numbers or Drivers License Numbers (SSNs) through the services, Subscriber
certifies it will not use the SSNs for any purpose other than, fraud prevention and/or to affect collection of a debt.
F. All such information shall be maintained by Subscriber in strict confidence and disclosed only to employees whose duties
reasonably relate to the legitimate business purposes for which the information is requested, and Subscriber will not
disclose, sell or otherwise distribute to third parties any information received hereunder, except as otherwise required by
law; provided, however, that if Subscriber has purchased a consumer report from ONLINE in connection with a consumer’s
application for credit, and the consumer makes a timely request of Subscriber, Subscriber may share the contents of that
report with the consumer as long as it does so without charge.
G. Subscriber acknowledges that it has received and reviewed a copy of the “Credit Scoring Services.” (See Exhibit “A”.)
H. Subscriber shall request consumer reports from ONLINE by electronic means. Each request will contain sufficient
identifying information concerning the consumer about who the consumer report is requested to enable ONLINE to deliver
the consumer report.
I. ONLINE reserves the right to modify the standard inquiry format to be used by Subscriber and Subscriber agrees to abide
by such modifications.
J. Subscriber hereby certifies that it will properly dispose of any customer information obtained from the use of the services t o
include the destruction or erasure of electronic media, the burning, pulverizing, or shredding of papers containing the
customer information so that the information cannot practicably be read or reconstructed.
K. Subscriber further agrees that it will be solely responsible to ensure and require that each of its users meets and complies
with applicable federal, state and local laws, rules, and regulations relating to its use of the Services and to the provision to
ONLINE of Subscriber’s Records. Relevant laws include but are not limited to:
i. Establishing reasonable procedures to insure that its employees will not request Data Services relating to
themselves, their families, friends, or request consumer information on other persons other than as permitted by the
FCRA, ONLINE, and this Agreement.
ii. Where adverse action is taken against a consumer that is based in whole or in part on the information contained in a
consumer report provided by ONLINE, consistent with the responsibilities under the Fair Credit Reporting Act ,
Subscriber shall notify the Consumer to direct consumer inquiries to the CRA that provided the report and contained
on the adverse action notice for such report.
L. Record Retentio n. The Federal Equal Opportunities Act states that a creditor must preserve all written or recorded
information connected with an application for 60 months. In keeping with the ECOA, the credit reporting agency requires
that you retain the credit application and, if applicable, a purchase agreement for a period of not less than 60 months.
When conducting an investigation, particularly following a breach or a consumer complaint that your company
impermissibly accessed their credit report, the credit reporting agency will contact you and will request a copy of the
original application signed by the consumer or, if applicable, a copy of the sales contract. “Under Section 621 (a) (2) (A) of
the FCRA, any person that violates any of the provisions of the FCRA may be liable for a civil penalty of not more than
$2,500 per violation.”
5. ONLINE Use.
A. The ONLINE Utility Exchange acknowledges its qualification as a specialty consumer reporting agency according
to the Fair Credit Reporting Act: § 603 Definitions; rules of construction [15 U.S.C. § 1681a]: “(f) The term
“consumer reporting agency” means any person which, for monetary fees, dues, or on a cooperative nonprofit
basis, regularly engages in whole or in part in the practice of assembling or evaluating consumer credit
information or other information on consumers for the purpose of furnishing consumer reports to third parties,
and which uses any means or facility of interstate commerce for the purpose of preparing or furnishing
consumer reports.”
B. As a consumer reporting agency, ONLINE may only use Subscriber’s records for purposes consiste nt with applicable
federal, state, and local laws, rules, and regulations’ in the identification of credit risk and/or to recover unpaid account s.
C. ONLINE shall not sell or furnish to any third party a list of consumers' names and addresses identified as a current or
previous customer of Subscriber, nor will ONLINE extract directly from or otherwise identify on any third party's list a list of
Subscriber's customers identified as a customer list of Subscriber. In no event shall ONLINE distribute a list of
Subscriber's current or previous customers outside of the uses defined in this agreement.
D. ONLINE shall use commercially reasonable efforts to promptly and accurately process and incorporate into its database
any record updates or consumer dispute verifications furnished to it by Subscriber, in accordance with the requirements of
the FCRA or other applicable state or federal law. In the event that ONLINE deems any record updates or verification
response of Subscriber to be incomplete, internally inconsistent, or otherwise inaccurate, ONLINE, in its sole discretion,
may revise the item of information to conform with information supplied by the consumer, reject the record update or
verification response and delete the information from its database, or make any other revisions that it deems necessary or
appropriate.
6. FCRA Requirements
EXHIBIT E
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A. Although the FCRA primarily regulates the operations of consumer reporting agencies, it also affects Subscriber as a user
of information. ONLINE has included a copy of the FCRA with Subscriber’s membership kit and it is posted at
http://www.ftc.gov/us/statutes/fcradoc.pdf. ONLINE suggests that Subscriber and Subscriber’s employees become
familiar with the following sections in particular:
§ 604. Permissible Purposes of Reports
§ 607. Compliance Procedures
§ 615. Requirement on users of consumer reports
§ 616. Civil liability for willful noncompliance
§ 617. Civil liability for negligent noncompliance
§ 619. Obtaining information under false pretenses
§ 621 . Administrative Enforcement
§ 623. Responsibilities of Furnishers of Information to Consumer Reporting Agencies
§ 628. Disposal of Records
B. Each of these sections is of direct consequence to users who obtain reports on consumers. See Exhibit “B ” fo r “Notice to
Users of Consumer Reports: Obligations of Users Under the FCRA”.
C. As directed by law, consumer reports may be issued only if they are to be used for extending credit, review or collection of
an account, employment purposes, underwriting insurance or in connection with some other legitimate business
transaction such as in investment, partnership, etc. ONLINE strongly endorses the letter and spirit of the Federal Fair
Credit Reporting Act. ONLINE believes that this law and similar state laws recognize and preserve the delicate balance
between the rights of the consumer and the legitimate needs of commerce.
D. In addition to the Federal Fair Credit Reporting Act, other federal and state laws addressing such topics as computer
crime and unauthorized access to protected databases have also been enacted. As a prospective user of consumer
reports, ONLINE expects that Subscriber will comply with all relevant federal statutes and the statutes and regulations of
the states in which Subscriber operates. The FCRA provides that any person who knowingly and willfully obtains
information on a consumer from a consumer reporting agency under false pretenses shall be fined under Title 18 of the
United States Code, or imprison ed not more than two years, or both.
7. Conditions. Subscriber recognizes that ONLINE’s Services require open sharing of information between Subscribers.
A. Subscriber agrees they are a Data Furnisher as defined by the Fair Credit Reporting Act and will comply with the
“Obligations of Furnishers” as attached in Exhibit “D”.
B. Subscriber agrees to notify ONLINE within 30 days of receipt of payment on any acc ount which is part of ONLINE’s Utility
Exchange Data.
C. Subscriber shall respond to any consumer disputes initiated by consumer within five (5) working days from receipt of
dispute. Subscriber shall re-verify disputed information through either voice communication, electronic mail, or through
other means as mutually agreed in writing. Subscriber certifies that all information supplied by it on any automated or
manual basis in response to a consumer dispute verification request sent to it by ONLINE shall be complete and accurate.
If in response to a consumer dispute verification request received from ONLINE, Subscriber desires to change any
information relating to an account it has previously reported, Subscriber shall update the account information on both the
verification response and in its own internal records to conform to such change. Subsequent customer record updates
provided by Subscriber shall reflect such change.
D. In the event that Subscriber fails to contribute Utility Exchange Data to the ONLINE Utility Exchange within 180 days of
the effective date of this agreement, ONLINE shall consider the Subscriber to be a Non-Data Contributing Subscriber and
shall impose a Non Data Contributor Surcharge of an additional $.25 per inquiry.
8. Term and Termination.
A. This Agreement is for a period of 12 months from the effective date and may be renewed annually for an additional two (2)
one -year terms for a maximum potential contract period of three (3) years unless terminated by either party in writing at
least 30 days prior to the then current expiration date.
B. Notwithstanding the foregoing, if Subscriber is delinquent in the payment of charges, violates the FCRA or other
applicable law or violates a material term of this Agreement, ONLINE may, at its election, discontinue providing the
Services to Subscriber and terminate this Agreement immediately by written notice to the Subscriber.
C. Notwithstanding anything to the contrary in this Agreement, if the continued provision of the Services or any affected
component thereof becomes impossible, impractical, or undesirable due to a change in applicable federal, state, or local
laws or regulations, as determined by Either Party in its reasonable judgment, or due to circumstances imposed by
ONLINE’s third party vendors or Data Providers, Either Party may either (a) cease to provide the Services or any affected
component thereof within, or pertaining to persons residing within, the affected jurisdiction, or (b) establish new prices
which apply to ONLINE’s Services or any affected component thereof when provided or delivered within, or pertaining to
persons residing within, the affected jurisdiction, which prices will be reasonably calculated to cover the costs incurred by
ONLINE in complying with the applicable laws or regulations or circumstances imposed by third party Data Providers and
will become effective on the date specified in such notice unless Subscriber objects in writing, in which case ONLINE may
exercise its rights under clause (a) above. ONLINE will attempt to provide written notice of its actions as far in advance of
the effective date as reasonably possible under the circumstances.
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9. Warranties.
A. ONLINE Utility Exchange. Subject to Section 18 “Excusable Delays” hereof, ONLINE warrants to Subscriber that
ONLINE will use commercially reasonable efforts to deliver the Services promptly. Subscriber acknowledges that the
Services involve information provided to ONLINE by fallible human sources and that for the fee charged for the Services,
ONLINE cannot and will not be an insurer or guarantor of the accuracy or reliability of the Services, data contained in its
database, or data provided with the Services
B. Credit Scoring. ONLINE’s Credit Scoring Vendors warrant that these Credit Scoring Models are empirically derived and
demonstrably and statistically sound and that to the extent the population to which the Credit Scoring Model is applied is
similar to the population sample on which the Credit Scoring Model was developed, the Credit Scoring Model score may
be relied upon by Subscriber to rank consumers in the order of the risk of unsatisfactory payment such consumers might
present to Subscriber. ONLINE’s C redit Scoring Vendors further warrant that so long as they provide the Credit Scoring
Model, they will comply with regulations promulgated from time to time pursuant to the Equal Credit Opportunity Act, 15
USC Section 1691 et seq . THE FOREGOING WARRANTIES ARE THE ONLY WARRANTIES ONLINE ’S CREDIT
SCORING VENDORS HAVE GIVEN SUBSCRIBER WITH RESPECT TO THEIR CREDIT SCORING MODEL AND
SUCH WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ONLINE ’S CREDIT
SCORING VENDORS MIGHT HAVE GIVEN SUBSCRIBER WITH RESPECT THERETO, INCLUDING, FOR EXAMPLE,
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Subscriber’s rights under the
foregoing Warranty are expressly conditioned upon Subscriber’s periodic revalidation of the Credit Scoring Model in
compliance with the requirements of Regulation B as it may be amended from time to time (12 CFR Section 202 et seq .).
ONLINE shall not be deemed to have made (nor shall ONLINE be liable or responsible for in any respect for the
application or enforcement of) any warranty set forth in this Section 9.B.
C. Criminal Reports. With respect to criminal reports available from ONLINE, neither ONLINE nor any division thereof nor
any of its employees or officers or directors, makes any warranty, expressed or implied, including warranties of
merchantability and fitness for a particular purpose or assumes any legal liability or responsibility for the accuracy,
completeness, or usefulness of any information, product, or process disclosed, or represents that its use would not
infringe on privately owned rights. Subscriber hereby acknowledges that ONLINE does not create or maintain these
records or information, and that ONLINE relies on third party sources including, but not limited to, data providers, state
departments, state repositories, correctional institutions, the courts and other information sources. Subscriber
understands ONLINE is not responsible for the content or accuracy of such records or information and ONLINE suggests
that these searches should only be used as a preliminary inquiry. The records obtained from these searches must be
used in complete compliance with the Fair Credit Reporting Act, Fair Housing Laws, and any other state or federal laws
governing the use of public records. Subscriber acknowledges that data entry errors or incomplete records may result in
the return of incorrect results. ONLINE cannot offer legal advice on how to use the information contained in these reports
and is not responsible for any action taken by Subscriber based on this information.
10. Limitation of Liability. Subscriber acknowledges that ONLINE maintains a database, updated on a periodic basis, from which
Subscriber solicits information, and that ONLINE does not undertake a separate investigation for each inquiry or request for
Services made by Subscriber. Subscriber also acknowledges that ONLINE provides Subscriber access to national consumer
reporting agencies and various products and services available to Subscriber from these repositories through ONLINE. With
regard to limitation of liability, any mention of ONLINE shall also apply to Experian, Trans Union, Equifax, LexisNexis, Core
Logic, Rapid Courts, and Background Data (Data Providers). Subscriber therefore agrees that it is responsible for determining
that the Se rvices are in accordance with ONLINE’s obligations under this Agreement. If Subscriber reasonably determines that
the Services do not meet ONLINE’s obligations under this Agreement, Subscriber shall so notify ONLINE in writing within ten
(10) days after r eceipt of the Services in question. Subscriber’s failure to so notify ONLINE shall mean that Subscriber accepts
the Services as is, and ONLINE shall have no liability whatsoever for the Services. Unless ONLINE disputes Subscriber’s clai m,
ONLINE shall, at its option, either re-perform the Services in question or issue Subscriber a credit for the amount Subscriber paid
for the nonconforming Services. This re-performance or credit constitutes Subscriber’s sole remedy and ONLINE’s maximum
liability for any breach of this Agreement by ONLINE. If, notwithstanding the above, liability is imposed on ONLINE, then
Subscriber agrees that ONLINE’s total liability for any or all of Subscriber’s losses or injuries from ONLINE’s acts or omiss ions
under this Agreement, regardless of the nature of the legal or equitable right claimed to have been violated, shall not exceed the
amount paid by Subscriber to ONLINE under this Agreement during the twelve month period preceding the alleged breach by
ONLINE of this Agreement. Subscriber covenants that it will not sue ONLINE for any amount greater than permitted by this
Agreement
11. Hold Harmless . Subscriber agrees that some of the information it will have access to maybe provided by third parties to include
Equifax, Experian, Trans Union, LexisNexis, Core Logic, Rapid Courts, and Background Data (Data Providers ).
12. Access Security. Subscriber acknowledges that it has received and reviewed a copy of the “Access Security Requirements.”
(See Attachment E.)
A. Subscriber will notify ONLINE immediately as any approved User leaves or is terminated so that the User can
be d eactivated from the ONLINE system.
13. In tellectual Property. Subscriber acknowledges that ONLINE has expended substantial time, effort and funds to create and
deliver the Services and compile its consumer reporting database. The Services and the data in ONLINE’s Consumer Report ing
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databases are and will continue to be ONLINE’s exclusive property. Nothing contained in this Agreement shall be deemed to
convey to Subscriber or to any other party any right, title or interest, including any patent, copyright or other proprietary right, in
or to the Services or data in ONLINE’s Consumer Reporting database. Subscriber will not use or permit its employees, agents
and subcontrac tors to use, the trademarks, service marks, logos, names, or any other of ONLINE’s or its affiliates’ proprietary
designations, whether registered or unregistered, without ONLINE’s prior written consent. Under no circumstances will
Subscriber attempt in any manner, directly or indirectly, to discover or reverse engineer any confidential and proprietary criteria
developed or used by ONLINE, it’s Data Providers, or its credit scoring vendors.
14. Waiver. Either party may at any time waive compliance by the other with any covenant or condition contained in this Agreement,
but only by written instrument signed by the party waiving such compliance. No such waiver, however, shall be deemed to
constitute the waiver of any such covenant or condition in any other circumstance or the waiver of any other covenant or
condition.
15. Successors and Assigns. This Agreement will be binding upon and will inure to the benefit of the parties hereto and their
respective heirs, representatives, successors and permitted assignees. This Agreement may not be assigned, transferred,
shared or divided in whole or in part by neither party without prior written consent; such consent shall not be unreasonably
withheld.
16. Audit Rights. Subscriber understands that ONLINE and each of ONLINE’s D ata Providers require the right to audit usage by
Subscriber for compliance with the requirements of the Federal Fair Credit Reporting Act. Subscriber herein agrees to cooperate
fully with any compliance audit by ONLINE or ONLINE’s Data Providers and to provide ONLINE any required documentation or
other information necessary for such an audit in a timely and reasonable manner.
A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract.
Th e Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five
years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until
all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within
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 1% or greater. If an overpayment of
1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which mus t
be payable within five (5) business days of receipt of an invoice.
B. Failure to comply with the provisions of this section 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.
17. Excusable Delays. Neither party shall be liable for any delay or failure in its performance under this Agreement (other than for
payment obligations hereunder) if and to the extent that such delay or failure is caused by events beyond the reasonable control
of the party including, without limitation, acts of God or public enemies, labor disputes, equipment malfunctions, computer
downtime, software defects, material or component shortages, supplier failures, embargoes, rationing, acts of local, state or
national governments or public agencies, utility or communication failures or delays, fire, earthquakes, flood, epidemics, riots and
strikes.
18. Dispute Resolution. With the exception of any action taken under paragraphs 1 and 4 or any alleged violation of paragraph 9,
10 and 16 of this Agreement, the parties will resolve any dispute arising out of or relating to this Agreement in a binding
mediation conducted in Denton County (Texas)). Disputes arising out of or resulting from actions taken under paragraphs 1, 4 or
9, 10 a nd 16 may be resolved informally by the parties through the courts.
19. Continuance of Business. In the event that Subscriber’s business is sold or relocates to a different location, it is the
Subscriber’s obligation to notify ONLINE, in writing, of these cha nges, within 10 business days of the effective date of the
transaction or the relocation.
20. Notifications. Subscriber and ONLINE agree that any notifications to the other as it pertains to this Agreement shall be sent to
the following contact s.
ONLINE Information Services, Inc.
J.W. Blair, President
P.O. Box 1489
Winterville, NC 28590
Fax: (800) 838-9830
City of Denton
Subscriber Company Name
George Campbell, City Manager
Subscriber Contact Name, Title
215 East McKinney Street
Subscriber Mailing Address
Denton, Texas 76205
Subscriber City, State, Zip
Fax: 940-349 -7302
Phone: 940-349-7100
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21. Severability. This Agreement shall be deemed to be severable and, if any provision is determined to be void or unenforceable,
then that provision will be deemed severed and the remainder of the Agreement will remain in effect.
22. Contract in Entirety; Law. This Agreement sets forth the entire understanding and agreement between ONLINE and
Subscriber concerning the Services, and supersedes any prior or contemporaneous oral or written agreements or
representations. It may be modified only by a written amendment executed by both parties. This Agreement shall be interpret ed
in accordance with the laws of the State of Texas.
Effective Date. This Agreement is effective beginning _______________
[Signature Page to Follow.]
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IN WITNESS WHEREOF , the parties ’ authorized representatives have executed this Agreement on the date indicated below.
Subscriber hereby certifies to have read and understand the “FCRA Requirements” notice and “Access Security
Requirements” and will take all reasonable measures to enforce them within Subscribers facility . Subscriber certifies that a
permissible purpose exists to use all Services accessed from ONLINE in accordance with the Fair Credit Reporting Act and the
applicable service agreement. Subscriber also certifies that information obtained from ONLINE will be used for the purpose(s) listed
below and no other. Subscriber will not resell the report to any third party.
PERMISSIBLE PURPOSE/APP R OPRIATE USE : Describe the specific purpose (s) (a clear definition) for which ONLINE
Services and consumer data will be used. (An answer like “Checking Credit” is not a permissible purpose.):
_______________________________________________________________________________________________
_______________________________________________________________________________________________
_______________________________________________________________________________________________
Subscriber: City of Denton
Signature: _________________________________
Print Name: George Campbell
Title: City Manager_____________________________
Email: purchasing@cityofdenton.com
Date: ______________________________________
Federal Tax ID: 75 -60000514
Address of Principal Business Office:
215 East McKinney Street
Denton, Texas 76205
Mailing Address (If Different):
N/A
ONLINE Information Services, Inc.
dba/ ONLINE Utility Exchange
By: ___________________________________________
Michael Gibson
Date: ________________________
Address: PO Box 1489
Winterville, NC 28590
www.ONLINEUtilityExchange.com
Telephone: (8 66 ) 630 -6400
Fax: (800) 838 -9830
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OFFICE USE:
Cr Source: CF
Ev Source: CR EV
SCHEDULE A
ONLINE Charges to Subscriber
Please denote beside each product what level user should have access. Please note that if
Administrator (Admin) level is assigned, Supervisors (Super) and Users (User) will not have access to
those products. And likewise if a Supervisor level is assigned Users will not have access to those
products. If you desire for all individuals at your organization to have access to a product please set the
Access Level for that product to User.
User/Super/Admin
ONLINE Utility Exchange Pricing: Access Level
ONLINE Utility Exchange Report: $ 2.70 Per Report User
Monthly Access Fee $ 55 .00 Per Month
Adverse Action/Score Disclosure Letter Service $ 1.50 Per Letter Sent
Business Report Pricing:
Business Intelliscore Report $ 16.50 Per Report
Business Profile Report $ 32.00 Per Report
Business Profile w/ Intelliscore Report $ 36.00 Pe r Report
Additional Report Pricing:
Full Credit File with Score $ 4.00 Per Report
ONLINE People Search $ 0.25 Per Search
Collection Report $ 4.00 Per Report
Social Search $ 1.35 Per Search
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Exhibit “A ”
Credit Scoring Services
Subscriber is a credit grantor that purchases Consumer Reports from ONLINE pursuant to the Agreement in connection with
credit transactions involving the consumer subjects of such Consumer Reports. As an enhancement to the basic Consumer
Report, ONLINE has offered Subscriber the opportunity to purchase one or more credit risk scores provided by Trans Union,
Equifax, or Experian; including, but not limited to, Fair Isaac & Co. (FICO) and Vantage score models. Use of these scoring
models may require additional addendums and be subject to additional terms of use.
Subscriber recognizes that all credit risk scores offered hereunder are statistical scores and may not be predictive as to any
particular individual. No such score is intended to characterize any individual as to credit capability. Subscriber recognizes that
factors other than credit risk scores should be considered in making a credit decision, including the Credit Report, the individual
credit application, economic factors, and various other pertinent information. A statement of the factors that significantly
contributed to the credit risk score may accompany the score. If so, such information may be disclosed to the consumer as the
reason for taking adverse action, as required by Regulation B. However, the credit risk score itself is proprietary and may not
be used as the reason for adverse action under Regulation B. In addition, under the Fair Credit Reporting Act, credit risk
scores are not considered part of the consumer’s file. Accordingly, Subscriber agrees only to disclose the actual credit risk
score to the consumer when accompanied by the corresponding reason codes or otherwise required by law.
SUBSCRIBER HAS MADE ITS OWN ANALYSIS OF THE CREDIT RISK SCORE OR SCORES SELECTED BY
SUBSCRIBER, INCLUDING THE RELIABILITY OF USING SUCH SCORES IN CONNECTION WITH SUBSCRIBER ’S
CREDIT DECISION. MUTUAL PARTIES AND ITS AGENTS SHALL NOT BE LIABLE FOR ANY LOSS, COSTS, DAMAGES,
OR EXPENSE INCURRED BY SUBSCRIBER RESULTING FROM SUBSCRIBER ’S USE OF CREDIT RISK SCORES, OR
THE INACCURACY THEREOF. IN NO EVENT SHALL MUTUAL PARTIES NOR ITS AGENTS BE LIABLE TO SUBSCRIBER
FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES FOR A CLAIM BY SUBSCRIBER
RESULTING FROM SUBSCRIBER ’S USE OF ANY CREDIT RISK SCORE. THE TOTAL AGGREGATE LIABILITY OF
MUTUAL PARTIES AND ITS AGENTS FOR A CLAIM BY SUBSCRIBER RELATED TO SUBSCRIBER ’S USE OF ANY
CREDIT RISK SCORE SHALL NOT EXCEED THE SURCHARGE PAID BY SUBSCRIBER FOR THE CREDIT RISK SCORE
TO WHICH SUCH CLAIM RELATES.
Subscriber certifies that in using the FICO/VANTAGE Credit Scoring Models that:
A. Subscriber will only use the permissible purpose as outlined within ONLINE’s Subscriber Service Agreement
(hereinafter referred to as “Agreement”) and the Application for Service in accordance with the FCRA to obtain the
informati on derived from the Fair Isaac and Company Scoring Model (hereinafter referred to as “FICO”) or the
Vantage Scoring Model.
B. Subscriber will limit Subscriber ’s use of the scores and reason codes solely to use in Subscriber’s own business with
no right to transfer or otherwise sell, license, sublicense or distribute said scores or reason codes to third parties.
C. Subscriber will maintain internal procedures to minimize the risk of unauthorized disclosure and agree that such
scores and reason codes will be held in strict confidence and disclosed only to those employees with a “need to know”
and to no other person.
D. Notwithstanding any contrary provision of the Agreement, Subscriber may disclose the scores provided to Subscriber
under the Agreement to the consumer, when accompanied by the corresponding reason codes, in the context of bona
fide lending transactions and decisions only as required by law.
E. Subscriber will comply with all applicable laws and regulations in using the scores and reason codes purchased from
ONLINE.
F. Subscriber or any of its employees, agents or subcontractors will not use any trademarks, service marks, logos,
names, or any other proprietary designations, whether registered or unregistered, of the Data Providers or Fair, Isaa c
and Company, or their affiliates without such entity’s prior written consent.
G. Subscriber will not in any manner, directly or indirectly attempt to discover or reverse engineer any confidential and
proprietary criteria developed or used by the Data Providers/Fair, Isaac in performing the FICO/Vantage Scoring
Model.
H. Subscriber understands that Data Providers/FICO warrants that the FICO/Vantage Scoring Model are empirically
derived and demonstrably and statistically sound and that to the extent the populations to which the FICO/Vantage
Scoring Models are applied is similar to the population sample on which the FICO/Vantage Scoring Models were
developed, the FICO/Vantage score may be relied upon by Subscriber to rank consumers in the order of the risk of
unsatisfactory payment such consumers might present to Subscribers. FICO/Vantage further warrant that so long as
FICO/Vantage provide the FICO/Vantage Model it will comply with regulations promulgated from time to time pursuant
to the Equal Credit Opportunity Act, 15 USC Section 1691 et seq. THE FOREGOING WARRANTIES ARE THE ONLY
WARRANTIES DATA PROVIDERS, FICO, OR VANTAGE HAVE GIVEN SUBSCRIBER WITH RESPECT TO
FICO/VANTAGE SCORING MODELS AND SUCH WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES,
EXPRESS OR IMPLIED, DATA PROVIDERS, FICO, OR VANTAGE MIGHT HAVE GIVEN SUBSCRIBER WITH
RESPECT THERETO, INCLUDING, FOR EXAMPLE, WARRANTIES OF MERCHANTIBILITY AND FITNESS FOR A
PARTICULAR PURPOSE. Subscriber ’s rights under the foregoing Warranty are expressly conditioned upon each
respective Subscriber ’s periodic revalidation of the FICO/Vantage Scoring Model in compliance with the requirement
of Regulation B as it may be amended from time to time (12 CFR Section 202 et seq.).
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I. Subscriber agrees that the aggregate liability of the Data Providers/FICO to the Subscriber is equal to the lesser of the
Fees paid by ONLINE to the Data Providers/FICO for the FICO/Vantage Scoring Models resold to the pertinent
Subscriber during the twelve (12) month period immediately preceding the Subscriber ’s claim, or the fees paid by the
pertinent Subscriber to ONLINE under the Agreement during said twelve (12) month period and excluding any liability
of the Data Providers/FICO for incidental, indirect, special or consequential damages of any kind.
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Exhibit “B ”
All users of consumer reports must comply with all applicable regulations. Information about
applicable regulations currently in effect can be found at the Consumer Financial Protection Bureau’s
website, www.consumerfinance.gov/learnmore .
NOTICE TO USERS OF CONSUMER REPORTS:
OBLIGATIONS OF USERS UNDER THE FCRA
The Fair Credit Reporting Act (FCRA), 15 U.S.C. 1681-1681y, requires that this notice be provided to inform users of consumer
reports of their legal obligations. State law may impose additional requirements. The text of the FCRA is set forth in full at the
Consumer Financial Protection Bureau’s (CFPB) website at www.consumerfinance.gov/learnmore .
At the end of this document is a list of United States Code citations for the FCRA. Other information about user duties is also
available at the CFPB’s website. Users must consult the relevant provisions of the FCRA for details about their
obligations under the FCRA. The first section of this summary sets forth the responsibilities imposed by the FCRA on all
users of consumer reports. The subsequent sections discuss the duties of users of reports that contain specific types o f
information, or that are used for certain purposes, and the legal consequences of violations. If you are a furnisher of information
to a consumer reporting agency (CRA), you have additional obligations and will receive a separate notice from the CRA
describing your duties as a furnisher.
I. OBLIGATIONS OF ALL USERS OF CONSUMER REPORTS
A. Users Must Have a Permissible Purpose
Congress has limited the use of consumer reports to protect consumers’ privacy. All users must have a permissible purpose
under the FCRA to obtain a consumer report. Section 604 contains a list of the permissible purposes under the law. These
are:
§ As ordered by a court or a federal grand jury subpoena. Section 604(a)(1)
§ As instructed by the consumer in writing. Section 604(a)(2)
§ For the extension of credit as a result of an application from a consumer, or the review or collection of a consumer’s
account. Section 604(a)(3)(A)
§ For employment purposes, including hiring and promotion decisions, where the consumer has given written
permission. Sections 604(a)(3)(B) and 604(b)
§ For the underwriting of insurance as a result of an application from a consumer. Section 604(a)(3)(C)
§ When there is a legitimate business need, in connection with a business transaction that is initiated by the consumer.
Section 604(a)(3)(F)(i)
§ To review a consumer’s account to determine whether the consumer continues to meet the terms of the account.
Section 604(a)(3)(F)(ii)
§ To determine a consumer’s eligibility for a license or other benefit granted by a governmental in strumentality required
by law to consider an applicant’s financial responsibility or status. Section 604(a)(3)(D)
§ For use by a potential investor or servicer, or current insurer, in a valuation or assessment of the credit or prepayment
risks associated with an existing credit obligation. Section 604(a)(3)(E)
§ For use by state and local officials in connection with the determination of child support payments, or modifications
and enforcement thereof. Sections 604(a)(4) and 604(a)(5)
In addition, creditors an d insurers may obtain certain consumer report information for the purpose of making “prescreened”
unsolicited offers of credit or insurance. Section 604(c). The particular obligations of users of “prescreened” information a re
described in Section VII below.
B. Users Must Provide Certifications
Section 604(f) prohibits any person from obtaining a consumer report from a consumer reporting agency (CRA) unless the
person has certified to the CRA the permissible purpose(s) for which the report is being obtained and certifies that the report
will not be used for any other purpose.
C. Users Must Notify Consumers When Adverse Actions Are Taken
The term “adverse action” is defined very broadly by Section 603. “Adverse actions” include all business, credit, and
employment actions affecting consumers that can be considered to have a negative impact as defined by Section 603(k) of
the FCRA – such as denying or canceling credit or insurance, or denying employment or promotion. No adverse action
occurs in a credit transaction where the creditor makes a counteroffer that is accepted by the consumer.
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1. Adverse Actions Based on Information Obtained From a CRA
If a user takes any type of adverse action as defined by the FCRA that is based at least in part on information contained in
a consumer report, Section 615(a) requires the user to notify the consumer. The notification may be done in writing, orally,
or by electronic means. It must include the following:
§ The name, address, and telephone number of the CRA (including a toll-free telephone number, if it is a
nationwide CRA) that provided the report.
§ A statement that the CRA did not make the adverse decision and is not able to explain why the decision was
made.
§ A statement setting forth the consumer’s right to obtain a free disclosure of the consumer’s file from the CRA if
the consumer makes a request within 60 days.
§ A statement setting forth the consumer’s right to dispute directly with the CRA the accuracy or completeness of
any information provided by the CRA.
2. Adverse Actions Based on Information Obtained From Third Parties Who Are Not Consumer
Reporting Agencies
If a person denies (or increases the charge for) credit for personal, family, or household purposes based either wholly or
partly upon information from a person other than a CRA, and the information is the type of consumer information covered
by the FCRA, Section 615(b) (1) requires that the user clearly and accurately disclose to the consumer his or her right to
be told the nature of the information that was relied upon if the consumer makes a written request within 60 days of
notification. The user must provide the disclosure within a reasonable period of time following the consumer’s written
request.
3. Adverse Actions Based on Information Obtained From Affiliates
If a person takes an adverse action involving insurance, employment, or a credit transaction initiated by the consumer,
based on information of the type covered by the FCRA, and this information was obtained from an entity affiliated with the
user of the information by common ownership or control, Section 615(b) (2) requires the user to notify the consumer of the
adverse action. The notice must inform the consumer that he or she may obtain a disclosure of the nature of the
information relied upon by making a written request within 60 days of receiving the adverse action notice. If the consumer
makes such a request, the user must disclose the nature of the information not later than 30 days after receiving the
request. If consumer report information is shared among affiliates and then used for an adverse action, the user must
make an adverse action disclosure as set forth in I.C.1 above.
D. Users Have Obligations When Fraud and Active Duty Military Alerts are in Files
When a consumer has placed a fraud alert, including one relating to identify theft, or an active duty military alert with a
nationwide consumer reporting agency as defined in Section 603(p) and resellers, Section 605A (h) imposes limitations on
users of reports obtained from the consumer reporting agency in certain circumstances, including the establishment of a new
credit plan and the issuance of additional credit cards. For initial fraud alerts and active duty alerts, the user must have
reasonable policies and procedures in place to form a belief that the user knows the identity of the applicant or contact the
consumer at a telephone number specified by the consumer; in the case of extended fraud alerts, the user must contact the
consumer in accordance with the contact information provid ed in the consumer’s alert.
E. Users Have Obligations When Notified of an Address Discrepancy
Section 605(h) requires nationwide CRAs, as defined in Section 603(p), to notify users that request reports when the address
for a consumer provided by the user in requesting the report is substantially different from the addresses in the consumer’s
file. When this occurs, users must comply with regulations specifying the procedures to be followed.
Federal regulations are available at www.consumerfinance.gov/learnmore .
F. Users Have Obligations When Disposing of Records
Section 628 requires that all users of consumer report information have in place procedures to properly dispose of records
containing this information. Federal regulations are available at www.consumerfinance.gov/learnmore .
II. CREDITORS MUST MAKE ADDITIONAL DISCLOSURES
If a person uses a consumer report in connection with an application for, or a grant, extension, or provision of, credit to a
consumer on material terms that are materially less favorable than the most favorable terms available to a substantial
proportion of consumers from or through that person, based in whole or in part on a consumer report, the person must provide
a risk-based pricing notice to the consumer in accordance with regulations prescribed by the CFPB. Section 609(g) requires a
disclosure by all persons that make or arrange loans secured by residential real property (one to four units) and that use credit
scores. These persons must provide credit scores and other information about credit scores to applicants, including the
disclosure set forth in Section 609(g) (1) (D) (“Notice to the Home Loan Applicant”).
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III. OBLIGATIONS OF USERS WHEN CONSUMER REPORTS ARE OBTAINED FOR EMPLOYMENT
PURPOSES
A. Employment Other Than in the Trucking Industry
If the information from a CRA is used for employment purposes, the user has specific duties, which are set forth in Section
604(b) of the FCRA. The user must:
§ Make a clear and conspicuous written disclosure to the consumer before the report is obtained, in a document that
consists solely of the disclosure, that a consumer report may be obtained.
§ Obtain from the consumer prior written authorization. Authorization to access reports during the term of employment
may be obtained at the time of employment.
§ Certify to the CRA that the above steps have been followed, that the information being obtained will not be used in
violation of any federal or state equal opportunity law or regulation, and that, if any adverse action is to be taken based
on the consumer report, a copy of the report and a summary of the consumer’s rights will be provided to the
consumer.
§ Before taking an adverse action, the user must provide a copy of the report to the consumer as well as the summary
of consumer’s rights (The user should receive this summary from the CRA.) A Section 615(a) adverse action notice
should be sent after the adverse action is taken.
An adverse action notice also is required in employment situations if credit information (other than transactions and
experience data) obtained from an affiliate is used to deny employment. Section 615(b) (2). The procedures for investigative
consumer reports and employee misconduct investigations are set forth below.
B. Employment in the Trucking Industry
Special rules apply for truck drivers where the only interaction between the consumer and the potential employer is by mail,
telephone, or computer. In this case, the consumer may provide consent orally or electronically, and an adverse action may
be made orally, in writing, or electronically. The consumer may obtain a copy of any report relied upon by the trucking
company by contacting the company.
IV. OBLIGATIONS WHEN INVESTIGATIVE CONSUMER REPORTS ARE USED
Investigative consumer reports are a special type of consumer report in which information about a consumer’s character,
general reputation, personal characteristics, and mode of living is obtained through personal interviews by an entity or person
that is a consumer reporting agency. Consumers who are the subjects of such reports are given special rights under the FCRA.
If a user intends to obtain an investigative consumer report, Section 606 requires the following:
§ The user must disclose to the consumer that an investigative consumer report may be obtained. This must be done in
a written disclosure that is mailed, or otherwise delivered, to the consumer at some time before or not later than three
days after the date on which the report was first requested. The disclosure must include a statement informing the
consumer of his or her right to request additional disclosures of the nature and scope of the investigation as described
below, and the summary of consumer rights required by Section 609 of the FCRA. (The summary of consumer rights
will be provided by the CRA that conducts the investigation.)
§ The user must certify to the CRA that the disclosures set forth above have been made and that the user will make the
disclosure described below.
§ Upon the written request of a consumer made within a reasonable period of time after the disclosures required above,
the user must make a complete disclosure of the nature and scope of the investigation.
§ This must be made in a written statement that is mailed or otherwise delivered, to the consumer no later than five days
after the date on which the request was received from the consumer or the report was first requested, whichever is
later in time.
V. SPECIAL PROCEDURES FOR EMPLOYEE INVESTIGATIONS
Section 603(x) provides special procedures for investigations of suspected misconduct by an employee or for compliance with
Federal, state or local laws and regulations or the rules of a self-regulatory organization, and compliance with written policies of
the employer. These investigations are not treated as consumer reports so long as the employer or its agent complies with the
procedures set forth in Section 603(x), and a summary describing the nature and scope of the inquiry is made to the employee
if an adverse action is taken based on the investigation.
VI. OBLIGATIONS OF USERS OF MEDICAL INFORMATION
Section 604(g) limits the use of medical information obtained from consumer reporting agencies (other than payment
information that appears in a coded form that does not identify the medical provider). If the information is to be used for an
insurance transaction, the consumer must give consent to the user of the report or the information must be coded. If the report
is to be used for employment purposes – or in connection with a credit transaction (except as provided in regulations) the
consumer must provide specific written consent and the medical information must be relevant. Any user who receives medical
information shall not disclose the information to any other person (except where necessary to carry out the purpose for which
the information was disclosed, or a permitted by statute, regulation, or order).
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VII. OBLIGATIONS OF USERS OF “PRESCREENED” LISTS
The FCRA permits creditors and insurers to obtain limited consumer report information for use in connection with unsolicited
offers of credit or insurance under certain circumstances. Sections 603(1), 604(c), 604(e), and 615(d).
This practice is known as “prescreening” and t ypically involves obtaining from a CRA a list of consumers who meet certain pre-
established criteria. If any person intends to use prescreened lists, that person must (1) before the offer is made, establish the
criteria that will be relied upon to make the offer and to grant credit or insurance, and (2) maintain such criteria on file for a
three-year period beginning on the date on which the offer is made to each consumer. In addition, any user must provide with
each written solicitation a clear and conspicuous statement that:
§ Information contained in a consumer’s CRA file was used in connection with the transaction.
§ The consumer received the offer because he or she satisfied the criteria for credit worthiness or insurability used to
screen for the offer.
§ Credit or insurance may not be extended if, after the consumer responds, it is determined that the consumer does not
meet the criteria used for screening or any applicable criteria bearing on credit worthiness or insurability, or the
consumer does not furnish required collateral.
§ The consumer may prohibit the use of information in his or her file in connection with future prescreened offers of
credit or insurance by contacting the notification system established by the CRA that provided the report. The
statement must include the address and toll-free telephone number of the appropriate notification system.
§ In addition, the CFPB has established the format, type size, and manner of the disclosure required by Section 615(d),
with which users must comply. The relevant regulation is 12 CFR 1022.54.
VIII. OBLIGATIONS OF RESELLERS
A. Disclosure and Certification Requirements
Section 607(e) requires any person who obtains a consumer report for resale to take the following steps:
§ Disclose the identity of the end-user to the source CRA.
§ Identify to the source CRA each permissible purpose for which the report will be furnished to the end-user.
§ Establish and follow reasonable procedures to ensure that reports are resold only for permissible purposes, including
procedures to obtain:
(1.) the identify of all end-users;
(2.) certifications from all users of each purpose for which reports will be used; and
(3.) certifications that reports will not be used for any purpose other than the purpose(s) specified to the reseller.
Resellers must make reasonable efforts to verify this information before selling the report.
B. Reinvestigations by Resellers
Under Section 611(f), if a consumer disputes the accuracy or completeness of information in a report prepared by a reseller,
the reseller must determine whether this is a result of an action or omission on its part and, if so, correct or delete the
information. If not, the reseller must send the dispute to the source CRA for reinvestigation. When any CRA notifies the
reseller of the results of an investigation, the reseller must immediately convey the information to the consumer.
C. Fraud Alerts and Resellers
Section 605A (f) requires resellers who receive fraud alerts or active duty alerts from another consumer reporting agency to
include these in their reports.
IX. LIABILITY FOR VIOLATIONS OF THE FCRA
Failure to comply with the FCRA can result in state government or federal government enforcement actions, as well as private
lawsuits. Sections 616, 617, and 621. In addition, any person who knowingly and willfully obtains a consumer report under false
pretenses may face criminal prosecution. Section 619.
The CFPB’s website, www.consumerfinance.gov/learnmore , has more information about the FCRA, including
publications for businesses and the full text of the FCRA.
Citations for FCRA sections in the U.S. Code, 15 U.S.C. § 1681 et seq.:
Section 602
Section 603
15 U.S.C. 1681
15 U.S.C. 1681a
Section 604 15 U.S.C. 1681b
Section 605 15 U.S.C. 1681c
Section 605A 15 U.S.C. 1681c-A
Section 605B 15 U.S.C. 168 1c -B
Section 606 15 U.S.C. 1681d
Section 607 15 U.S.C. 1681e
Section 608 15 U.S.C. 1681f
Section 609 15 U.S.C. 1681g
Section 610 15 U.S.C. 1681h
Section 611 15 U.S.C. 1681i
Section 612 15 U.S.C. 1681j
Section 613 15 U.S.C. 1681k
Section 614 15 U.S.C. 1681l
Section 615 15 U.S.C. 1681m
Section 616 15 U.S.C. 1681n
Section 617 15 U.S.C. 1681o
Section 618 15 U.S.C. 1681p
Section 619 15 U.S.C. 1681q
Section 620 15 U.S.C. 1681r
Section 621 15 U.S.C. 1681s
Section 622 15 U.S.C. 1681s-1
Section 623 15 U.S.C. 1681s-2
Section 624 15 U.S.C. 1681t
Section 625 15 U.S.C. 1681u
Section 626 15 U.S.C. 1681v
Section 627 15 U.S.C. 1681w
Section 628 15 U.S.C. 1681x
Section 629 15 U.S.C. 1681y
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Exhibit “C”
Requirements for California and Vermont Users
N ot Applicable
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Exhibit “D ”
All furnishers of information to consumer reporting agencies must comply with all applicable regulations. Information
about applicable regulations currently in effect can be found at the Consumer Financial Protection Bureau’s website,
www.consumerfinance.gov/learnmore .
NOTICE TO FURNISHERS OF INFORMATION:
OBLIGATIONS OF FURNISHERS UNDER THE FCRA
The federal Fair Credit Reporting Act (FCRA), 15 U.S.C. § 1681-1681y, imposes responsibilities on all persons who furnish
information to consumer reporting agencies (CRAs). These responsibilities are found in Section 623 of the FCRA, 15 U.S.C. §
1681s-2. State law may impose additional requirements on furnishers. All furnishers of information to CRAs should become
familiar with the applicable laws and may want to consult with their counsel to ensure that they are in compliance. The text of
the FCRA is available at the website of the Consumer Financial Protection Bureau (CFPB):
www.consumerfinance.gov/learnmore . A list of the sections of the FCRA cross-referenced to the U.S. Code is at the end of this
document. Section 623 imposes the following duties upon furnishers:
Accuracy Guidelines
The FCRA requires furnishers to comply with federal guidelines and regulations dealing with the accuracy of information
provided to CRAs by furnishers. Federal regulations and guidelines are available at www.consumerfinance.gov/learnmore .
Section 623(e).
General Prohibition on Reporting Inaccurate Information
The FCRA prohibits information furnishers from providing information to a CRA that they know or have reasonable cause to
believe is inaccurate. However, the furnisher is not subject to this general prohibition if it clearly and conspicuously specifies an
address to which consumers may write to notify the furnisher that certain information is inaccurate. Sections 623(a) (1) (A) and
(a ) (1) (C).
Duty to Correct and Update Information
If at any time a person who regularly and in the ordinary course of business furnishes information to one or more CRAs
determines that the information provided is not complete or accurate, the furnisher must promptly provide complete and
accurate information to the CRA. In addition, the furnisher must notify all CRAs that received the information of any corrections,
and must thereafter report only the complete and accurate information. Section 623(a) (2).
Duties After Notice of Dispute from Consumer
If a consumer notifies a furnisher, at an address specified by the furnisher for such notices, that specific information is
inaccurate, and the information is, in fact, inaccurate, the furnisher must thereafter report the correct information to CRAs .
Section 623(a) (1) (B).
If a consumer notifies a furnisher that the consumer disputes the completeness or accuracy of any information reported by the
furnisher, the furnisher may not subsequently report that information to a CRA without providing notice of the dispute. Secti on
623(a) (3).
Furnishers must comply with federal regulations that identify when an information furnisher must investigate a dispute made
directly to the furnisher by a consumer. Under these regulations, furnishers must complete an investigation within 30 days (o r
45 days, if the consumer later provides relevant additional information) unless the dispute is frivolous or irrelevant or comes
from a “credit repair organization.” Section 623(a ) (8). Federal regulations are available at
www.consumerfinance.gov/learnmore . Section 623(a) (8).
Duties After Notice of Dispute from Consumer Reporting Agency
If a CRA notifies a furnisher that a consumer disputes the completeness or accuracy of information provided by the furnisher,
the furnisher has a duty to follow certain procedures. The furnisher must:
Conduct an investigation and review all relevant information provided by the CRA, including information given to the
CRA by the consumer. Sections 623(b) (1) (A) and (b) (1) (B).
Report the results to the CRA that referred the dispute, and, if the investigation establishes that the information was, in
fact, incomplete or inaccurate, report the results to all CRAs to which the furnisher provided the information that
compile and maintain files on a nationwide basis. Sections 623(b) (1) (C) and (b) (1) (D).
Complete the above steps within 30 days from the date the CRA receives the dispute (or 45 days, if the consumer
later provides relevant additional information to the CRA). Section 623(b) (2).
Promptly modify or delete the information, or block its reporting. Section 623(b) (1) (E).
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Duty to Report Voluntary Closing of Credit Accounts
If a consumer voluntarily closes a credit account, any person who regularly and in the ordinary course of business furnished
information to one or more CRAs must report this fact when it provides information to CRAs for the time period in which the
account was closed. Section 623(a) (4).
Duty to Report Dates of Delinquencies
If a furnisher reports information concerning a delinquent account placed for collection, charged to profit or loss, or subject to
any similar action, the furnisher must, within 90 days after reporting the information, provide the CRA with the month and the
year of the commencement of the delinquency that immediately preceded the action, so that the agency will know how long to
keep the informat ion in the consumer’s file. Section 623(a ) (5).
Any person, such as a debt collector, that has acquired or is responsible for collecting delinquent accounts and that reports
information to CRAs may comply with the requirements of Section 623(a)(5) (until there is a consumer dispute) by reporting the
same delinquency date previously reported by the creditor. If the creditor did not report this date, they may comply with the
FCRA by establishing reasonable procedures to obtain and report delinquency dates, or, if a delinquency date cannot be
reasonably obtained, by following reasonable procedures to ensure that the date reported precedes the date when the account
was placed for collection, charged to profit or loss, or subjected to any similar action. Section 623(a) (5).
Duties of Financial Institutions When Reporting Negative Information
Financial institutions that furnish information to “nationwide” consumer reporting agencies, as defined in Section 603(p), must
notify consumers in writing if they may furnish or have furnished negative information to a CRA. Section 623(a) (7). The CFPB
has prescribed model disclosures, 12 CFR Part 1022, App. B.
Duties When Furnishing Medical Information
A furnisher whose primary business is providing medical services, produ cts, or devices (and such furnisher’s agents or
assignees) is a medical information furnisher for the purposes of the FCRA and must notify all CRAs to which it reports of this
fact. Section 623(a) (9). This notice will enable CRAs to comply with their duties under Section 604(g) when reporting medical
information.
Duties when ID Theft Occurs
All furnishers must have in place reasonable procedures to respond to notifications from CRAs that information furnished is t he
result of identity theft, and to prevent refurnishing the information in the future. A furnisher may not furnish information that a
consumer has identified as resulting from identity theft unless the furnisher subsequently knows or is informed by the consumer
that the information is correct. Section 623(a) (6). If a furnisher learns that it has furnished inaccurate information due to identity
theft, it must notify each CRA of the correct information and must thereafter report only complete and accurate information.
Section 623(a) (2). When any furnisher of information is notified pursuant to the procedures set forth in Section 605B that a
debt has resulted from identity theft, the furnisher may not sell, transfer, or place for collection the debt except in certain limited
circumstances. Section 615(f).
The CFPB’s website, www.consumerfinance.gov/learnmore , has more information about the FCRA, including
publications for businesses and the full text of the FCRA.
Citations for FCRA sections in the U.S. Code, 15 U.S.C. § 1681 et seq.:
Section 602 15 U.S.C. 1681 Section 615 15 U.S.C. 1681m
Section 603 15 U.S.C. 1681a Section 616 15 U.S.C. 1681n
Section 604 15 U.S.C. 1681b Section 617 15 U.S.C. 1681o
Section 605 15 U.S.C. 1681c Section 618 15 U.S.C. 1681p
Section 605A 15 U.S.C. 1681c-A Section 619 15 U.S.C. 1681q
Section 605B 15 U.S.C. 1681c-B Section 620 15 U.S.C. 1681r
Section 606 15 U.S.C. 1681d Section 621 15 U.S.C. 1681s
Section 607 15 U.S.C. 1681e Section 622 15 U.S.C. 1681s-1
Section 608 15 U.S.C. 1681f Section 623 15 U.S.C. 1681s-2
Section 609 15 U.S.C. 1681g Section 624 15 U.S.C. 1681t
Section 610 15 U.S.C. 1681h Section 625 15 U.S.C. 1681u
Section 611 15 U.S.C. 1681i Section 626 15 U.S.C. 1681v
Section 612 15 U.S.C. 1681j Section 627 15 U.S.C. 1681w
Section 613 15 U.S.C. 1681k Section 628 15 U.S.C. 1681x
Section 614 15 U.S.C. 1681l Section 629 15 U.S.C. 1681y
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Exhibit “E”
Access Security Requirements
The following information security controls are required to reduce unauthorized access to consumer information. It is your
company’s responsibility to implement these controls. ONLINE reserves the right to make changes to these Access Security
Requirements without prior notification. The information provided herewith provides minimum baselines for information security
In accessing ONLINE's services, Subscriber agrees to follow these security requirements. The se requirements are applicable
to all systems and devices used to access, transmit, process, or store ONLINE data.
1. Implement Strong Access Control Measures
1.1 All credentials such as Subscriber Code number, Subscriber Code passwords, User names/identifiers (user
IDs) and user passwords must be kept confidential and must not be disclosed to an unauthorized party. No
one from ONLINE will ever contact you and request your credentials.
1.2 If using third party or proprietary system to access ONLINE's systems, ensure that the access must be
preceded by authenticating users to the application and/or system (e.g. application based authentication,
Active Directory, etc.) utilized for accessing ONLINE’s data/systems.
1.3 If the third party or third party software or proprietary system or software, used to access ONLINE
data/systems, is replaced or no longer in use, the passwords should be changed immediately.
1.4 Create a unique user ID for each user to enable individual authentication and accountability for access to
ONLINE's infrastructure. Each user of the system access software must also have a unique logon password.
1.5 User IDs and passwords shall only be assigned to authorized individuals based on least privilege necessary
to perform job responsibilities.
1.6 User IDs and passwords must not be shared, posted, or otherwise divulged in any manner.
1.7 Develop strong passwords that are:
§ Not easily guessable (i.e. your name or company name, repeating numbers and letters or consecutive
numbers and letters)
§ Contain a minimum of eight (8) alphabetic and numeric characters for standard user accounts
§ For interactive sessions (i.e. non system-to -system) ensure that passwords/passwords are changed
periodically (every 90 days is recommended)
1.8 Passwords (e.g. subscriber code passwords, user password) must be changed immediately when:
§ Any system access software is replaced by another system access software or is no longer used
§ The hardware on which the software resides is upgraded, changed or disposed
§ Any suspicion of password being disclosed to an unauthorized party (see section 4.3 for reporting
requirements)
1.9 Ensure that passwords are not transmitted, displayed or stored in clear text; protect all end user (e.g. internal
and external) passwords using, for example, encryption or a cryptographic hashing algorithm also known as
"one -way" encryption. When using encryption, ensure that strong encryption algorithm are utilized (e.g. AES
256 or above).
1.10 Implement password protected screensavers with a maximum fifteen (15) minute timeout to protect
unattended workstations. Systems should be manually locked before being left unattended.
1.11 Active logins to credit information systems must be configured with a 30 minute inactive session timeout.
1.12 Ensure that personnel who are authorized access to credit information have a business need to access such
information and understand these requirements to access such information are only for the permissible
purposes listed in the Permissible Purpose Information section of the membership application.
1.13 Subscriber must NOT install Peer-to -Peer file sharing software on systems used to access, transmit or store
ONLINE data.
1.14 Ensure that Subscriber employees do not access their own credit reports or those reports of any family
member(s) or friend(s) unless it is in connection with a credit transaction or for another permissible purpose.
1.15 Implement a process to terminate access rights immediately for users who access ONLINE credit information
when those users are terminated or when they have a change in their job tasks and no longer require access
to that credit information.
1.16 Implement a process to perform periodic user account reviews to validate whether access is needed as well
as the privileges assigned.
1.17 Implement a process to periodically review user activities and account usage, ensure the user activities are
consistent with the individual job responsibility, business need, and in line with contractual obligations.
1.18 Implement physical security controls to prevent unauthorized entry to Subscriber's facility and access to
systems used to obtain credit information. Ensure that access is controlled with badge readers, other
systems, or devices including authorized lock and key.
2. Maintain a Vulnerability Management Program
2.1 Keep operating system(s), firewalls, routers, servers, personal computers (laptops and desktops) and all
other systems current with appropriate system patches and updates.
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2.2 Configure infrastructure such as firewalls, routers, servers, tablets, smart phones, personal computers
(laptops and desktops), and similar components to industry best security practices, including disabling
unnecessary services or features, and removing or changing default passwords, IDs and sample
files/programs, and enabling the most secure configuration features to avoid unnecessary risks.
2.3 Implement and follow current best security practices for computer virus detection scanning services and
procedures:
§ Use, implement and maintain a current, commercially available anti-virus software on all systems, if
applicable anti-virus technology exists. Anti-virus software deployed must be capable to detect,
remove, and protect against all known types malicious software such as viruses, worms, spyware,
adware, Trojans, and root-kits.
§ Ensure that all anti-virus software is current, actively running, and generating audit logs; ensure that
anti-virus software is enabled for automatic updates and performs scans on a regular basis.
§ If you suspect an actual or potential virus infecting a system, immediately cease accessing the
system and do not resume the inquiry process until the virus has been eliminated.
3. Protect Data
3.1 Develop and follow procedures to ensure that data is protected throughout its entire information lifecycle
(from creation, transformation, use, storage and secure destruction) regardless of the media used to store
the data (i.e., tape, disk, paper, etc.).
3.2 ONLINE data is classified Confidential and must be secured to in accordance with the requirements
mentioned in this document at a minimum.
3.3 Procedures for transmission, disclosure, storage, destruction and any other information modalities or media
should address all aspects of the lifecycle of the information.
3.4 Encrypt all ONLINE data and information when stored electronically on any system including but not limited
to laptops, tablets, personal computers, servers, databases using strong encryption such AES 256 or above.
3.5 ONLINE data must not be stored locally on smart tablets and smart phones such as iPads, iPhones, Android
based devices, etc.
3.6 When using smart tablets or smart phones to access ONLINE data, ensure that such devices are protected
via device pass-code.
3.7 Applications utilized to access ONLINE data via smart tablets or smart phones must protect data while in
transmission such as SSL protection and/or use of VPN, etc.
3.8 Only open email attachments and links from trusted sources and after verifying legitimacy.
3.9 When no longer in use, ensure that hard-copy materials containing ONLINE data are crosscut shredded,
incinerated, or pulped such that there is reasonable assurance the hard-copy materials cannot be
reconstructed.
3.10 When no longer in use, electronic media containing ONLINE data is rendered unrecoverable via a secure
wipe program in accordance with industry-accepted standards for secure deletion, or otherwise physically
destroying the media (for example, degaussing).
4. Maintain an Information Security Policy
4.1 Develop and follow a security plan to protect the confidentiality and integrity of personal consumer
information as required under the GLB Safeguards Rule.
4.2 Suitable to complexity and size of the organization, establish and publish information security and acceptable
user policies identifying user responsibilities and addressing requirements in line with this document and
applicable laws and regulations.
4.3 Establish processes and procedures for responding to security violations, unusual or suspicious events and
similar incidents to limit damage or unauthorized access to information assets and to permit identification and
prosecution of violators. If you believe ONLINE data may have been compromised, immediately notify
ONLINE within twenty-four {24) hours or per agreed contractual notification timeline (See also Section 8}.
4.4 The FACTA Disposal Rules requires that Subscriber implement appropriate measures to dispose of any
sensitive information related to consumer credit reports and records that will protect against unauthorized
access or use of that information.
4.5 Implement and maintain ongoing mandatory security training and awareness sessions for all staff to
underscore the importance of security in the organization.
4.6 When using third party service providers (e.g. application service providers) to access, transmit, store or
process ONLINE data, ensure that service provider is compliant with Experian Independent Third Party
Assessment (EI3PA) program, and registered in Experian list of compliant service providers. If the service
provider is in process of becoming compliant, it is Subscriber responsibility to ensure the service provider is
engaged with ONLINE and exception is granted in writing. Approved certifications in lieu of E/3PA can be
found in the Glossary section.
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5. Build and Maintain a Secure Network
5.1 Protect Internet connections with dedicated, industry-recognized firewalls that are configured and managed
using industry best security practices.
5.2 Internal private Internet Protocol (IP) addresses must not be publicly accessible or natively routed to the
Internet. Network address translation (NAT) technology should be used.
5.3 Administrative access to firewalls and servers must be performed through a secure internal wired connection
only.
5.4 Any stand-alone computers that directly access the Internet must have a desktop firewall deployed that is
installed and configured to block unnecessary/unused ports, services, and network traffic.
5.5 Change vendor defaults including but not limited to passwords, encryption keys, SNMP strings, and any
other vendor defaults.
5.6 For wireless networks connected to or used for accessing or transmission of ONLINE data, ensure that
networks are configured and firmware on wireless devices updated to support strong encryption (for
example, IEEE 802.11i) for authentication and transmission over wireless networks.
5.7 When using service providers (e.g. software providers) to access ONLINE systems, access to third party
tools/services must require multi-factor authentication.
6. Regularly Monitor and Test Networks
6.1 Perform regular tests on information systems (port scanning, virus scanning, internal/external vulnerability
scanning). Ensure that issues identified via testing are remediated according to the issue severity (e.g. fix
critical issues immediately, high severity in 15 days, etc.)
6.2 Ensure that audit trails are enabled and active for systems and applications used to access, store, process,
or transmit ONLINE data; establish a process for linking all access to such systems and applications. Ensure
that security policies and procedures are in place to review security logs on daily or weekly basis and that
follow-up to exceptions is required.
6.3 Use current best practices to protect telecommunications systems and any computer system or network
device(s) used to provide Services hereunder to access ONLINE systems and networks. These controls
should be selected and implemented to reduce the risk of infiltration, hacking, access penetration or
exposure to an unauthorized third party by:
§ protecting against intrusions;
§ securing the computer systems and networ k devices;
§ and protecting against intrusions of operating systems or software.
7. Mobile and Cloud Technology
7.1 Storing ONLINE data on mobile devices is prohibited. Any exceptions must be obtained from ONLINE in
writing; additional security requirements will apply.
7.2 Mobile applications development must follow industry known secure software development standard
practices such as OWASP and OWASP Mobile Security Project adhering to common controls and
addressing top risks.
7.3 Mobile applications development processes must follow secure software assessment methodology which
includes appropriate application security testing (for example: static, dynamic analysis, penetration testing)
and ensuring vulnerabilities are remediated.
7.4 Mobility solution server/system should be hardened in accordance with industry and vendor best practices
such as Center for Internet Security (CIS) benchmarks, NIS, NSA, DISA and/or other.
7.5 Mobile applications and data shall be hosted on devices through a secure container separate from any
personal applications and data. See details below. Under no circumstances is ONLINE data to be exchanged
between secured and non-secured applications on the mobile device.
7.6 In case of non-consumer access, that is, commercial/business-to -business (B2B) users accessing ONLINE
data via mobile applications (internally developed or using a third party application), ensure that multi-factor
authentication and/or adaptive/risk-based authentication mechanisms are utilized to authenticate users to
application.
7.7 When using cloud providers to access, transmit, store, or process ONLINE data ensure that:
§ Appropriate due diligence is conducted to maintain compliance with applicable laws and regulations and
contractual obligations
§ Cloud providers must have gone through independent audits and are compliant with one or more of the
following standards, or a current equivalent as approved/recognized by ONLINE:
ISO 27001 , PCIDSS , EI3PA , SSAE 16- SOC 2 , or SOC3 , FISMA , CAl I CCM assessment
EXHIBIT E
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DocuSign Envelope ID: 8DE61E44-6BBC-4236-A2E3-44363AF454D7
8. General
8.1 ONLINE may from time to time audit the security mechanisms Subscriber maintains to safeguard access to ONLINE
information, systems and electronic communications. Audits may include examination of systems security and
associated administrative practices
8.2 In cases where the Subscriber is accessing ONLINE information and systems via third party software, the
Subscriber agrees to make available to ONLINE upon request, audit trail information and management reports
generated by the vendor software, regarding Subscriber individual Authorized Users.
8.3 Subscriber shall be responsible for and ensure that third party software, which accesses ONLINE information
systems, is secure, and protects this vendor software against unauthorized modification, copy and placement on
systems which have not been authorized for its use.
8.4 Subscriber shall conduct software development (for software which accesses ONLINE information systems; this
applies to both in-house and outsourced software development) based on the following requirements:
8.4.1 Software development must follow industry known secure software development standard practices such
as OWASP adhering to common controls and addressing top risks.
8.4.2 Software development processes must follow secure software assessment methodology which includes
appropriate application security testing (for example: static, dynamic analysis, penetration testing) and
ensuring vulnerabilities are remediated.
8.4.3 Software solution server/system should be hardened in accordance with industry and vendor best
practices such as Center for Internet Security (CIS) benchmarks, NIS, NSA, DISA and/or other.
8.5 Reasonable access to audit trail reports of systems utilized to access ONLINE systems shall be made available to
ONLINE upon request, for example during breach investigation or while performing audits
8.6 Data requests from Subscriber to ONLINE must include the IP address of the device from which the request
originated (i.e., the requesting client's IP address), where applicable.
8.7 Subscriber shall report actual security violations or incidents that impact ONLINE to ONLINE within twenty-four (24)
hours or per agreed contractual notification timeline. Subscriber agrees to provide notice to ONLINE of any
confirmed security breach that may involve data related to the contractual relationship, to the extent required under
and in compliance with applicable law. Telephone notification is preferred at 800-234 -7683, Email notification will be
sent to tech@ONLINEis.com .
8.8 Subscriber acknowledges and agrees that the Subscriber (a) has received a copy of these requirements, (b) has
read and understands Subscriber's obligations described in the requirements, (c) will communicate the contents of
the applicable requirements contained herein, and any subsequent updates hereto, to all employees that shall have
access to ONLINE services, systems or data, and (d) will abide by the provisions of these requirements when
accessing ONLINE data.
8.9 Subscriber understands that its use of ONLINE networking and computing resources may be monitored and audited
by ONLINE, without further notice.
8.10 Subscriber acknowledges and agrees that it is responsible for all activities of its employees/Authorized users, and
for assuring that mechanisms to access ONLINE services or data are secure and in compliance with its
membership agreement.
8.11 When using third party service providers to access, transmit, or store ONLINE data, additional documentation may
be required by ONLINE.
Record Retention: The Federal Equal Credit Opportunity Act states that a creditor must preserve all written or recorded
information connected with an application for 25 months. In keeping with the ECOA, ONLINE requires that you retain t he
credit application and, if applicable, a purchase agreement for a period of not less than 25 months. When conducting an
investigation, particularly following a consumer complaint that your company impermissibly accessed their credit report,
ONLINE will contact you and will request a copy of the original application signed by the consumer or, if applicable, a copy of
the sales contract.
"Under Section 621 (a) (2) (A) of the FCRA, any person that violates any of the provisions of the FCRA may be liable for a
civil penalty of not more than $3,500 per violation."
Internet Delivery Security Requirements
In addition to the above, following requirements apply where Subscriber and their employees or an authorized agent/s
acting on behalf of the Subscriber are provided access to ONLINE provided services via Internet ("Internet Access").
General requirements:
1. The Subscriber shall designate in writing, an employee to be its Head Security Designate, to act as the primary
interface with ONLINE on systems access related matters. The Subscriber's Head Security Designate will be
responsible for establishing, administering and monitoring all Subscriber employees' access to ONLINE provided
services which are delivered over the Internet ("Internet access"), or approving and establishing Security
Designates to perform such functions.
EXHIBIT E
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DocuSign Envelope ID: 8DE61E44-6BBC-4236-A2E3-44363AF454D7
2. The Subscriber's Head Security Designate or Security Designate shall in turn review all employee requests for
Internet access approval. The Head Security Designate or its Security Designate shall determine the appropriate
access to each ONLINE product based upon the legitimate business needs of each employee. ONLINE shall
reserve the right to terminate any accounts it deems a security threat to its systems and/or consumer data.
3. Unless automated means become available, the Subscriber shall request employee's (Internet) user access via the
Head Security Designate/Security Designate in writing, in the format approved by ONLINE. Those employees
approved by the Head Security Designate or Security Designate for Internet access ("Authorized Users") will be
individually assigned unique access identification accounts ("User ID") and passwords/passphrases (this also
applies to the unique Server-to -Server access IDs and passwords/passphrases). ONLINE's approval of requests
for (Internet) access may be granted or withheld in its sole discretion. ONLINE may add to or change its
requirements for granting (Internet) access to the services at any time (including, without limitation, the impositio n
of fees relating to (Internet) access upon reasonable notice to Subscriber), and reserves the right to change
passwords/passphrases and to revoke any authorizations previously granted. Note: Partially completed forms and
verbal requests will not be accepted.
4. An officer of the Subscriber agrees to notify ONLINE in writing immediately if it wishes to change or delete any
employee as a Head Security Designate, Security Designate, or Authorized User; or if the identified Head Security
Designate Security Designate or Authorized User is terminated or otherwise loses his or her status as an
Authorized User.
Roles and Responsibilities
1. Subscriber agrees to identify an employee it has designated to act on its behalf as a primary interface with ONLINE
on systems access related matters. This individual shall be identified as the "Head Security Designate." The Head
Security Designate can further identify a Security Designate(s) to provide the day to day administration of the
Authorized Users. Security Designate(s) must be an employee and a duly appointed representative of the
Subscriber and shall be available to interact with ONLINE on information and product access, in accordance with
these ONLINE Access Security Requirements. The Head Security Designate Authorization Form must be signed
by a duly authorized representative of the Subscriber. Subscriber's duly authorized representative (e.g. contracting
officer, security manager, etc.) must authorize changes to Subscriber's Head Security Designate. The Head
Security Designate will submit all requests to create, change or lock Security Designate and/or Authorized User
access accounts and permissions to ONLINE's systems and information (via the Internet). Changes in Head
Security Designate status (e.g. transfer or termination) are to be reported to ONLINE immediately.
2. As a Client to ONLINE's products and services via the Internet, the Head Security Designate is acting as the duly
authorized representative of Subscriber.
3. The Security Designate may be appointed by the Head Security Designate as the individual that the Subscriber
authorizes to act on behalf of the business in regards to ONLINE product access control (e.g. request to
add/change/remove access). The Subscriber can opt to appoint more than one Security Designate (e.g. for backup
purposes). The Subscriber understands that the Security Designate(s) it appoints shall be someone who will
generally be available during normal business hours and can liaise with ONLINE's Security Administration group
on information and product access matters.
4. The Head Designate shall be responsible for notifying their corresponding ONLINE representative in a timely
fashion of any Authorized User accounts (with their corresponding privileges and access to application and data)
that are required to be terminated due to suspicion (or actual) threat of system compromise, unauthorized access
to data and/or applications, or account inactivity.
Designate:
1. Must be an employee and duly appointed representative of Subscriber, identified as an approval point for
Subscriber's Authorized Users.
2. Is responsible for the initial and on-going authentication and validation of Subscriber's Authorized Users and must
maintain current information about each (phone number, valid email address, etc.).
3. Is responsible for ensuring that proper privileges and permissions have been granted in alignment with Authorized
User's job responsibilities.
4. Is responsible for ensuring that Subscriber's Authorized Users are authorized to access ONLINE products and
services.
5. Must disable Authorized User ID if it becomes compromised or if the Authorized User's employment is terminated
by Subscriber.
6. Must immediately report any suspicious or questionable activity to ONLINE regarding access to ONLINE's products
and services.
7. Shall immediately report changes in their Head Security Designate's status (e.g. transfer or termination) to ONLINE.
8. Will provide first level support for inquiries about passwords/passphrases or IDs requested by your Authorized
Users.
9. Shall be available to interact with ONLINE when needed on any system or user related matters.
EXHIBIT E
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DocuSign Envelope ID: 8DE61E44-6BBC-4236-A2E3-44363AF454D7
Glossary
Term Definition
Computer Virus A Computer Virus is a self -replicating computer program that alters the way a c omputer operates, without
the knowledge of the user. A true virus replicates and executes itself. While viruses can be destructive by
destroying data, for example, some viruses are benign or merely annoying.
Confidential Very sensitive information. Disclo sure could adversely impact your company.
Encryption Encryption is the process of obscuring information to make it unreadable without special knowledge.
Firewall In computer science, a Firewall is a piece of hardware and/or software which functions in a networked
environment to prevent unauthorized external access and some communications forbidden by the security
policy, analogous to the function of Firewalls in building construction. The ultimate goal is to provide
controlled connectivity between zones o f differing trust levels through the enforcement of a security policy
and connectivity model based on the least privilege principle.
Information
Lifecycle
(Or Data Lifecycle) is a management program that considers the value of the information being stored over a
period of time, the cost of its storage, its need for availability for use by authorized users, and the period of
time for which it must be retained.
IPAddress A unique number that devices use in order to identify and communicate with each other o n a computer
network utilizing the Internet Protocol standard (IP). Any All participating network devices - including routers,
computers, time -servers, printers, Internet fax machines, and some telephones - must have its own unique IP
address. Just as each s treet address and phone number uniquely identifies a building or telephone, an IP
address can uniquely identify a specific computer or other network device on a network. It is important to
keep your IP address secure as hackers can gain control of your de vices and possibly launch an attack on
other devices.
Peer -to -Peer A type of communication found in a system that uses layered protocols. Peer -to -Peer networking is the
protocol often used for reproducing and distributing music without permission.
Route r A Router is a computer networking device that forwards data packets across a network via routing. A Router
acts as a junction between two or more networks transferring data packets.
Spyware Spyware refers to a broad category of malicious software design ed to intercept or take partial control of a
computer's operation without the consent of that machine's owner or user. In simpler terms, spyware is a
type of program that watches what users do with their computer and then sends that information over the
in ternet.
Subscriber Code Your seven digit ONLINE account number.
Experian
Independent Third
Party Assessment
Program
The Experian Independent 3rd Party Assessment is an annual assessment of an Experian
Reseller's ability to protect the information they pu rchase from Experian.
EI3PAsr.' requires an evaluation of a Reseller's information security by an independent assessor, based on
requirements provided by Experian.
EI3PAsr.' also establishes quarterly scans of networks for vulnerabilities.
ISO 27001/27002 IS 27001is the specification for an ISMS, an Information Security Management System (it replaced the old
BS7799 -2 standard)
The ISO 27002 standard is the rename of the ISO 17799 standard, and is a code of practice for information
security. It basically ou tlines hundreds of potential controls and control mechanisms, which may be
implemented, in theory, subject to the guidance provided within ISO 27001.
EXHIBIT E
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DocuSign Envelope ID: 8DE61E44-6BBC-4236-A2E3-44363AF454D7
PCIDSS The Payment Card Industry Data Security Standard (PCI DSS) is a proprietary information securi ty
standard for organizations that handle cardholder information for the major debit, credit, prepaid, e -purse,
ATM, and POS cards.
SSAE 16 SOC 2, SOC3 Statement on Standards for Attestation Engagements (SSAE) No. 1
SOC 2 Report on Controls Related to Sec urity, Availability, Processing Integrity, Confidentiality, and
Privacy.
The SOC 3 Report, just like SOC 2, is based upon the same controls as SOC 2, the difference being that
a SOC 3 Report does not detail the testing performed (it is meant to be used as marketing material).
FISMA The Federal Information Security Management Act (FISMA) is United States legislation that defines a
comprehensive framework to protect government information, operations and assets against natural or
man -made threats. FISMA was signed into law part of the Electronic Government Act of 2002.
CAI/CCM Cloud Security Alliance Consensus Assessments Initiative (CAl) was launched to perform research,
create tools and create industry partnerships to enable cloud computing assessments.
The Cloud Security Alliance Cloud Controls Matrix (CCM) is specifically designed to provide fundamental
security principles to guide cloud ven dors and to assist prospective cloud customers in assessing the
overall security risk of a cloud provider.
EXHIBIT E
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DocuSign Envelope ID: 8DE61E44-6BBC-4236-A2E3-44363AF454D7
Subscriber Service Application
Company Name: City of Denton
Office Address: 215 E. McKinney St
Denton, TX 76201
County: Denton
Main Phone Number: 940 349-8200
Office Hours: 8:00am-5:00pm Days of the week: Monday-Friday
Mailing Address: 215 E. McKinney St
Denton, TX 76201
Company Website: www.cityofdenton.com
Affiliated or Parent Company Information
Affiliated or Parent Company:
Address:
City:
State: Zip:
Contact Name: Phone: ( )
BANK REFERENCE
Bank Name: Wells Fargo Bank, North America
Address: 1445 Ross Avenue, Suite 2314
City: Dallas
State: TX Zip: 75202
Bank Contact: Aaron P. Cook Phone: (214) 661 -1245
Account Number(s): *1480, *1493, *1529, *1532, *1331 (truncated)
2 BUSINESS REFERENCES
(1)Business Name: Utilitec, An Ancor Company
Address: 1911 Woodslee Dr
City: Troy
State: MI Zip: 48083
Contact Person: David Dally Phone: (248 ) 526 -4872
(2)Business Name: U.S. Payments, LLC
Address: 1800 South Baltimore Ave, 4 th Floor
City: Tulsa
State: OK Zip: 74119
Contact Person: Lu ke Fears Phone: (918 ) 728 -3823
EXHIBIT E
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DocuSign Envelope ID: 8DE61E44-6BBC-4236-A2E3-44363AF454D7
PLEASE ANSWER THE FOLLOWING QUESTIONS
Industry: Municipal Utility
How long has company been in existence: 149 years months
Will you be printing and storing reports? (Please check one) Yes X No
(If you will be printing and storing the ONLINE Utility Exchange Reports you are required to have them stored
in a locking file cabinet)
Is your computer server in a locked room? (Please check one) X Yes No
Do you have permanent signage at your office location that matches the company name on the Subscriber
Agreement? (Please check one) X Yes No
Do you lease or own your office location? (Please check one) X Own Lease
(If you lease your office location, please provide a copy of your signed lease.)
Is office location a Commercial Building or Residence? Commercial
Do you have investigation License? (Please check one) Yes X No
Estimated # of Credit Reports you will access monthly: 1,450
How will you access the Credit Report? (Please check one) Personal Computer X Other
Is the company Tax Exempt? X Yes No If Yes, please provide tax exemption form.
Signature
Print Name/Title
Date
Thank you for completing the application.
EXHIBIT E
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DocuSign Envelope ID: 8DE61E44-6BBC-4236-A2E3-44363AF454D7
New Customer Setup Form
If you have any questions regarding how to fill out this form please contact your ONLINE Account
Executive at (866) 630-6400.
BILLING/MONTHLY PAYMENT METHOD
Credit Card: Y / N Bank Draft: Y / N
Web Access Start Date: _______________
Exchange Data Uplo ad: Y/N
CUSTOMER INFORMATION SOFTWARE (CIS):
Software Vendor: Harris Northstar Version: 6.4
Will you be using the interface? Y / N
If ONLINE does not have an interface with your CIS provider currently please contact your ONLINE
Account Executive to inquire about having one developed.
ACCESS SECURITY REQUIREMENT
ONLINE requires clients to utilize ONLINE’s IP Address Restriction security feature. This prevents
someone from obtaining user credentials and accessing information from outside your co mpany’s
physical location. If you do not have static IP Addresses ONLINE has an alternate solution. Please check
option below.
IP Address: _____________________
IP Address Range: ______________________ - ______________________
I do not have static IP Addresses .
DEPOSIT DECISIONING
Please fill out what you want your Score break points to be for your different deposit decisions.
ONLINE has developed a default range setup. The default range setup is typically a good place for a
utility to start when they may not have been using credit scores previously. Overtime you can utilize
ONLINE’s Statistical Reports and Score Adjust features to make changes. Please Check the Option
Below
ONLINE’S DEFAULT SCORING X CUSTOMIZE AS FOLLOWS
(Message Examples: Maximum, 2x Avg. Mo. Usage, Etc.)
Green: _0.0% - 10.0% Waive Deposit G reen: % - %
Deposit Message :
Yellow: 10.1% - 25.0% 1X Average Monthly Usage Yell ow: % - %
Deposit Message :
Red: 25.1% - 100.0% 2X Average Monthly Usage Red: % - %
Deposit Message :
EXHIBIT E
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DocuSign Envelope ID: 8DE61E44-6BBC-4236-A2E3-44363AF454D7
There will be cases when a credit file will be unscoreable. An example would be for an applicant who
maybe really young and may not have established enough credit yet. ONLINE has developed additional
options to handle these types of credit files. Please circle your choices below.
No Score is Forced Decision: Yes /No (If Yes is chosen, complete options below)
No Score No Credit History: Red / Yellow / Green
No Score All Previous Credit History is Equally Positive and Negative: Red / Yellow / Green
No Score All Previous Credit History is Positive : Red / Yellow / Green
No Score All Previous Credit History i s Negative: Red / Yellow / Green
No Score Previous Credit History is more Positive than Negative: Red / Yellow / Green
No Score Previous Credit History is more Negative than Positive: Red / Yellow / Green
ONLINE has developed client options on what decisions are returned on credit files which contain
bankruptcy information. If you choose any option other than Default below, when a Bankruptcy, meeting
your criteria, is on a credit file it will override the credit score decision and return the light decision you
choose below.
Bankruptcy 7 Active: Default / Red / Yellow / Green
Bankruptcy 7 Discharged/Dismissed: Default / Red / Yellow / Green
Max Years to Consider Chapter 7: __10 ____ years
Bankruptcy 13 Active: Default / Red / Yellow / Green
Bankruptcy 13 Discharged/Dismissed: Default / Red / Yellow / Green
Max Years to Consider Chapter 13: __7____ years
ONLINE has developed additional logic which looks for specific types of accounts by industry on the
credit file that you may want to force to a Red Light decision regardless of the credit score. If you choose
anything other than Default it will override the credit score decision.
Unpaid Utility Debts: Default / Red
Unpaid Telecomm Debts: Default / Red
EXHIBIT E
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DocuSign Envelope ID: 8DE61E44-6BBC-4236-A2E3-44363AF454D7
WEBSITE USER SETUP FORM
Score Visible: Y/N
(Certain Interfaces require these to match your CIS Package logins)
User Full
Name
User Email Address User Name A dministrator
S upervisor
U ser
Allison Brown Allison.brow n@cityofdenton.com abrown A /S/U
Autumn Perkins Autumn.perkins@cityofdenton.com aperkins A /S/U
Ethan Cox Ethan.cox@cityofdenton.com ecox A /S/U
Eric Van Pelt Eric.vanpelt@cityofdenton.com ejvanpel A /S/U
Karen Goodman Karen.goodman@cityofdenton.com kgoodman A /S/U
Kim Hestand Kimberly.hestand@cityofdenton.com khestand A /S/U
Natalie Vanzuiden Natalie.vanzuiden@cityofdenton.com navanzui A /S/U
Pamela Dugger Pamela.dugger@cityofdenton.com pdugger A /S/U
Susan Holmes Susan.holmes@cityofdenton.com sholmes A /S/U
Stephanie
Underwood Stephanie.underwood@cityofdenton.com SUnderwood A /S/U
Tracy Holt Tracy.holt@cityofdenton.com tholt A /S/U
Jamie Lindsay Jamie.lindsay@cityofdento n.com jllindsa A/S /U
Tiffany Thomson Tiffany.thomson@cityofdenton.com tmthoms A/S /U
Angela Majesko Angela.majesko@cityofdenton.com admajesk A/S/U
Alice Walters Ruth.walters@cityofdenton.com arwalter A/S/U
Bonnie Green Bonnie.green@cityofdenton.com BSGREEN A/S/U
Casey McBride Casey.mcbride@cityofdenton.com clmcbrid A/S/U
Cynthia Williams Cynthia.williams@cityofdenton.com cswillia A/S/U
Danella
Bunselmeyer Danella.bunselmeyer@cityofdenton.com
dbunsel A/S/U
Dianna Gandee Dianna.gandee@cityofdenton.com drgandee A/S/U
Elva Maldonado Elva.maldonado@cityofdenton.com exmaldon A/S/U
Gladys Soto Gladys.soto@cityofdenton.com gisoto A/S/U
(If you need additional users setup please copy this page and submit with your contract package)
EXHIBIT E
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DocuSign Envelope ID: 8DE61E44-6BBC-4236-A2E3-44363AF454D7
INTERFACE USER SETUP FORM
Score Visible to Users: Y/N
**Please contact your software vendor to get cost if any for interface set up**
User Full
Name
User Email Address Interface
Login
A dministrator
S upervisor
U ser
Gail Pierce Gail.pierce@cityofdenton.com gxpierce A/S/U
Imelda Rivera Imelda.rivera@cityofdenton.com IXRivera A/S/U
Ivan Roux Ivan.roux@cityofdenton.com ixroux A/S/U
Jessica Gamez Jessica.gamez@cityofdenton.com jgamez A/S/U
Jessica
Howard Jessica.howard@cityofdenton.co m
jxhoward A/S/U
Kimberly
Courtney Kimberly.courtney@cityofdenton.com
kxcourtn A/S/U
Linda Bonnano Linda.bonnano@cityofdenton.com lbonanno A/S/U
Lajuana
Hartsock Lajuana.hartsock@cityofdenton.com
LFHARTSO A/S/U
Lakreshia
Flemings Lakreshia.flemings@cityofdenton.com
ltflemin A/S/U
Marbelia
Torres Marbelia.torres@cityofdenton.com
mltorres A/S/U
Monica
Rodriguez Monica.rodriguez@cityofdenton.com
mxrodrig A/S/U
Ola Syko ra Ola.sykora@cityofdenton.com ojsykora A/S/U
Ronda Barnes Ronda.barnes@cityofdenton.com rbarnes A/S/U
Randi
Weinberg Randi.weinberg@cityofdenton.com
rdweinbe A/S/U
Tim Cummings Tim.cummings@cityofdenton.com tlcummin A/S/U
Tracy Holt Tracy.holt@c ityofdenton.com trholt A/S/U
Xochtyl
Villareal Xochtyl.villareal@cityofdenton.com
xxvillar A/S/U
(If you need additional users setup please copy this page and submit with your contract package)
EXHIBIT E
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DocuSign Envelope ID: 8DE61E44-6BBC-4236-A2E3-44363AF454D7
Customer Contacts
Inspection Contact Person: Name: Ethan Cox
PH: 940 349-7421
Email: ethan.cox@cityofdenton.com
Alternate Inspection Contact : Name:_Tiffany Thomson ________________
PH:___940 349-7401 __________________
Email: tiffany.thomson@cityofdenton.com
Training Contact: Name: Autumn Perkins
PH: 940 349-7409
Email: autumn.perkins@cityofdenton.com
Administrative Contact : Name: Juanita Clarke
Title: Budget & Resource Coordinator
PH: 940 349-7415
Receive Billing Y /N FX:
Receive Announcements Y /N Email: Juanita.clarke@cityofdenton.com
Alternate Administrative Contact : Name: Ethan Cox
Title: Customer Service Manager
PH: 940 349-7421
Receive Billin g: Y /N FX:
Receive Announcements: Y /N Email: ethan.cox@cityofdenton.com
Accounts Payable Contact : Name: Juanita Clarke
(Responsible for Accounts Payable) Title: Budget & Resource Coordinator
PH: 940 349-7415
Receive Billing: Y /N FX:
Receive Announcements: Y /N Email: Juanita.clarke@cityofdenton.com
Technical Contact : Name: Paul Desjardins
(Responsible for IT/Data) Title: Enterprise Infrastructure Manager
P H: 940 349-7373
Receive Billing: Y /N FX:
Receive Announcements: Y /N Email: paul.desjardins@cityofdenton.com
(At least one contact must be setup to receive the monthly emailed invoice)
EXHIBIT E
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DocuSign Envelope ID: 8DE61E44-6BBC-4236-A2E3-44363AF454D7
Recurring Monthly Payment Authorization Form
City of Denton Controller does not allow auto deducts
NOT APPLICABLE
EXHIBIT E
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DocuSign Envelope ID: 8DE61E44-6BBC-4236-A2E3-44363AF454D7
Exhibit
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 relat ionship as
defined by Section 176.001(1 -a) with a local governmental entity and the vendor meets requirements under Sec tion 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 s ection 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 7 th 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 office r 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 gov ernment 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: 8DE61E44-6BBC-4236-A2E3-44363AF454D7
F
12/21/2015
X
N/A
ONLINE Information Services, Inc.
X
N/A
X
X
Certificate Of Completion
Envelope Id: 8DE61E446BBC4236A2E344363AF454D7 Status: Completed
Subject: 5890 - Online Information Services, Inc. dba Utility Exchange Contract
Source Envelope:
Document Pages: 63 Signatures: 5 Envelope Originator:
Certificate Pages: 9 Initials: 0 Jody Word
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
jody.word@cityofdenton.com
IP Address: 129.120.6.150
Record Tracking
Status: Original
12/21/2015 7:35:29 AM
Holder: Jody Word
jody.word@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Jody Word
jody.word@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(Optional)
Completed
Using IP Address: 129.120.6.150
Sent: 12/21/2015 8:18:54 AM
Viewed: 12/21/2015 8:19:04 AM
Signed: 12/21/2015 8:19:42 AM
Electronic Record and Signature Disclosure:
Not Offered
ID:
Christoph Turner
christoph@onlineis.com
Director of Sales and Marketing
Security Level: Email, Account Authentication
(Optional)Using IP Address: 76.7.71.50
Sent: 12/21/2015 8:19:45 AM
Viewed: 12/21/2015 8:20:06 AM
Signed: 12/21/2015 8:21:20 AM
Electronic Record and Signature Disclosure:
Accepted: 12/21/2015 8:20:06 AM
ID: 54fed848-89a5-4e74-98d6-b334f5150d58
John Knight
john.knight@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 129.120.6.150
Sent: 12/21/2015 8:21:24 AM
Viewed: 12/21/2015 9:04:24 AM
Signed: 12/21/2015 9:04:39 AM
Electronic Record and Signature Disclosure:
Not Offered
ID:
Julia Klinck
julia.klinck@cityofdenton.com
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Completed
Using IP Address: 129.120.6.150
Sent: 12/21/2015 9:04:42 AM
Viewed: 12/21/2015 9:07:32 AM
Signed: 1/5/2016 12:58:25 PM
Electronic Record and Signature Disclosure:
Not Offered
ID:
Signer Events Signature Timestamp
George C. Campbell
george.campbell@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 129.120.6.150
Sent: 1/5/2016 12:58:30 PM
Viewed: 1/7/2016 9:45:29 AM
Signed: 1/7/2016 9:45:41 AM
Electronic Record and Signature Disclosure:
Not Offered
ID:
Jennifer K. Walters
jennifer.walters@cityofdenton.com
City Secretary
City of Denton
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 129.120.6.150
Sent: 1/7/2016 9:45:44 AM
Viewed: 1/8/2016 7:40:48 AM
Signed: 1/8/2016 7:41:31 AM
Electronic Record and Signature Disclosure:
Not Offered
ID:
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
Charleta Gilbreath
charleta.gilbreath@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 12/21/2015 8:21:22 AM
Viewed: 12/22/2015 8:48:39 AM
Electronic Record and Signature Disclosure:
Not Offered
ID:
Julia Klinck
julia.klinck@cityofdenton.com
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Sent: 12/21/2015 8:21:23 AM
Electronic Record and Signature Disclosure:
Not Offered
ID:
Robin Fox
Robin.fox@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 1/5/2016 12:58:28 PM
Viewed: 1/7/2016 9:47:12 AM
Electronic Record and Signature Disclosure:
Accepted: 10/9/2015 11:39:51 AM
ID: 04463961-03db-4c4d-9228-d660d6146ed6
Jennifer Bridges
jennifer.bridges@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 1/8/2016 7:41:35 AM
Viewed: 1/8/2016 8:04:45 AM
Carbon Copy Events Status Timestamp
Electronic Record and Signature Disclosure:
Not Offered
ID:
Ethan Cox
ethan.cox@cityofdenton.com
cs manager
Security Level: Email, Account Authentication
(Optional)
Sent: 1/8/2016 7:41:37 AM
Electronic Record and Signature Disclosure:
Accepted: 4/14/2015 6:03:37 AM
ID: fd46a8f1-5e92-4783-bb2e-fbc51a962cf0
Jane Richardson
jane.richardson@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 1/8/2016 7:41:39 AM
Electronic Record and Signature Disclosure:
Not Offered
ID:
Maurice Monroe
mmonroe1973@yahoo.com
Security Level: Email, Account Authentication
(Optional)
Sent: 1/8/2016 7:41:41 AM
Electronic Record and Signature Disclosure:
Not Offered
ID:
Mike Gibson
michael@onlineis.com
Security Level: Email, Account Authentication
(Optional)
Sent: 1/8/2016 7:41:43 AM
Viewed: 1/8/2016 7:53:47 AM
Electronic Record and Signature Disclosure:
Accepted: 12/21/2015 6:51:54 AM
ID: 8d468a62-cde6-4ae9-841a-9b2b3e2ebfc6
Notary Events Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 1/8/2016 7:41:43 AM
Certified Delivered Security Checked 1/8/2016 7:41:43 AM
Signing Complete Security Checked 1/8/2016 7:41:43 AM
Completed Security Checked 1/8/2016 7:41:43 AM
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Compan y) may be required by law to provide to
you certain written notices or disclosures. Describ ed below are the terms and conditions for
providing to you such notices and disclosures elect ronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the in formation below carefully and thoroughly,
and if you can access this information electronical ly to your satisfaction and agree to these terms
and conditions, please confirm your agreement by cl icking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy o f any record provided or made available
electronically to you by us. For such copies, as lo ng as you are an authorized user of the
DocuSign system you will have the ability to downlo ad and print any documents we send to you
through your DocuSign user account for a limited pe riod of time (usually 30 days) after such
documents are first sent to you. After such time, i f 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 fo llowing the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures fr om us electronically, you may at any time
change your mind and tell us that thereafter you wa nt to receive required notices and disclosures
only in paper format. How you must inform us of you r decision to receive future notices and
disclosure in paper format and withdraw your consen t to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclo sures only in paper format, it will slow the
speed at which we can complete certain steps in tra nsactions 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 a cknowledgment of your receipt of such
paper notices or disclosures. To indicate to us tha t 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 fro m us and you will no longer be able to use your
DocuSign Express user account to receive required n otices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you ele ctronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user ac count all required notices, disclosures,
authorizations, acknowledgements, and other documen ts that are required to be provided or
made available to you during the course of our rela tionship with you. To reduce the chance of
you inadvertently not receiving any notice or discl osure, we prefer to provide all of the required
notices and disclosures to you by the same method a nd to the same address that you have given
us. Thus, you can receive all the disclosures and n otices 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 imme diately above that describes the
consequences of your electing not to receive delive ry of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 4/20/2015 2:25:38 PM
Parties agreed to: Christoph Turner, Robin Fox, Mike Gibson
How to contact City of Denton:
You may contact us to let us know of your changes a s 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 f ollows:
To contact us by email send messages to: kevin.gun n@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 w here we should send notices and disclosures
electronically to you, you must send an email messa ge to us at kevin.gunn@cityofdenton.com
and in the body of such request you must state: you r previous e-mail address, your new e-mail
address. We do not require any other information f rom you to change your email address..
In addition, you must notify DocuSign, Inc to arran ge for your new email address to be reflected
in your DocuSign account by following the process f or 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 kevin.gunn@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 fut ure notices and disclosures in electronic
format you may:
i. decline to sign a document from within your Docu Sign account, and on the subsequent
page, select the check-box indicating you wish to w ithdraw your consent, or you may;
ii. send us an e-mail to kevin.gunn@cityofdenton.co m and in the body of such request you
must state your e-mail, full name, IS Postal Addres s, telephone number, and account
number. We do not need any other information from y ou 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 addr ess we have on file for you at that time
providing you with the revised hardware and softwar e requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive ma terials electronically
To confirm to us that you can access this informati on electronically, which will be similar to
other electronic notices and disclosures that we wi ll provide to you, please verify that you
were able to read this electronic disclosure and th at you also were able to print on paper or
electronically save this page for your future refer ence and access or that you were able to
e-mail this disclosure and consent to an address wh ere you will be able to print on paper or
save it for your future reference and access. Furth er, 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 E LECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES documen t; and
•I can print on paper the disclosure or save or sen d 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 describ ed above, I consent to receive from
exclusively through electronic means all notices, d isclosures, authorizations,
acknowledgements, and other documents that are requ ired to be provided or made
available to me by City of Denton during the cours e of my relationship with you.
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Compan y) may be required by law to provide to
you certain written notices or disclosures. Describ ed below are the terms and conditions for
providing to you such notices and disclosures elect ronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the in formation below carefully and thoroughly,
and if you can access this information electronical ly to your satisfaction and agree to these terms
and conditions, please confirm your agreement by cl icking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy o f any record provided or made available
electronically to you by us. For such copies, as lo ng as you are an authorized user of the
DocuSign system you will have the ability to downlo ad and print any documents we send to you
through your DocuSign user account for a limited pe riod of time (usually 30 days) after such
documents are first sent to you. After such time, i f 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 fo llowing the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures fr om us electronically, you may at any time
change your mind and tell us that thereafter you wa nt to receive required notices and disclosures
only in paper format. How you must inform us of you r decision to receive future notices and
disclosure in paper format and withdraw your consen t to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclo sures only in paper format, it will slow the
speed at which we can complete certain steps in tra nsactions 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 a cknowledgment of your receipt of such
paper notices or disclosures. To indicate to us tha t 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 fro m us and you will no longer be able to use your
DocuSign Express user account to receive required n otices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you ele ctronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user ac count all required notices, disclosures,
authorizations, acknowledgements, and other documen ts that are required to be provided or
made available to you during the course of our rela tionship with you. To reduce the chance of
you inadvertently not receiving any notice or discl osure, we prefer to provide all of the required
notices and disclosures to you by the same method a nd to the same address that you have given
us. Thus, you can receive all the disclosures and n otices 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 imme diately above that describes the
consequences of your electing not to receive delive ry of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 10/14/2014 5:02:13 PM
Parties agreed to: Ethan Cox
How to contact City of Denton:
You may contact us to let us know of your changes a s 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 f ollows:
To contact us by email send messages to: kevin.gun n@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 w here we should send notices and disclosures
electronically to you, you must send an email messa ge to us at kevin.gunn@cityofdenton.com
and in the body of such request you must state: you r previous e-mail address, your new e-mail
address. We do not require any other information f rom you to change your email address..
In addition, you must notify DocuSign, Inc to arran ge for your new email address to be reflected
in your DocuSign account by following the process f or 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 kevin.gunn@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 fut ure notices and disclosures in electronic
format you may:
i. decline to sign a document from within your Docu Sign account, and on the subsequent
page, select the check-box indicating you wish to w ithdraw your consent, or you may;
ii. send us an e-mail to kevin.gunn@cityofdenton.co m and in the body of such request you
must state your e-mail, full name, IS Postal Addres s, telephone number, and account
number. We do not need any other information from y ou 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 addr ess we have on file for you at that time
providing you with the revised hardware and softwar e requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive ma terials electronically
To confirm to us that you can access this informati on electronically, which will be similar to
other electronic notices and disclosures that we wi ll provide to you, please verify that you
were able to read this electronic disclosure and th at you also were able to print on paper or
electronically save this page for your future refer ence and access or that you were able to
e-mail this disclosure and consent to an address wh ere you will be able to print on paper or
save it for your future reference and access. Furth er, 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 E LECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES documen t; and
•I can print on paper the disclosure or save or sen d 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 describ ed above, I consent to receive from
exclusively through electronic means all notices, d isclosures, authorizations,
acknowledgements, and other documents that are requ ired to be provided or made
available to me by City of Denton during the cours e of my relationship with you.