8227 - Contract Executed
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
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Christina Dormady
Not Applicable
RFP 8227
FOOT TRAFFIC ANALYSIS
AUGUST 15, 2023
AUGUST 15, 2026
23-1520
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND PLACER LABS, INC
(CONTRACT 8227)
THIS CONTRACT is made and entered into this date , 2023 (“Date of the
Award”), by and between Placer Labs, Inc. a Delaware corporation, whose address is 440 N
Barranca Ave, #1277, Covina, CA 91723, 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 8227, a copy of which is on file at the office of Purchasing Agent and incorporated herein for
all purposes. The Contract consists of this written agreement and the following items which are
attached hereto and incorporated herein by reference:
(a) Special Terms and Conditions (Exhibit “A”);
(b) City of Denton’s RFP 8227 (Exhibit “B” on File at the Office of the Purchasing
Agent);
(c) City of Denton Standard Terms and Conditions (Exhibit “C”);
(d) Certificate of Interested Parties Electronic Filing (Exhibit "D");
(e) Contractor’s Proposal, Order Form, and Service Level 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.”
Prohibition on Contracts with Companies Boycotting Israel
Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel
during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed
to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Supplier
certifies that Supplier’s signature provides written verification to the City that Supplier: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or
maintain the requirements under this provision will be considered a material breach.
Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign
Terrorist Organization
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08/15/2023
Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do
business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Supplier certifies
that Supplier’s signature provides written verification to the City that Supplier, pursuant to Chapter
2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments
under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to
meet or maintain the requirements under this provision will be considered a material breach.
The parties agree to transact business electronically. Any statutory requirements that certain terms
be in writing will be satisfied using electronic documents and signing. Electronic signing of this
document will be deemed an original for all legal purposes.
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
CONTRACTOR
BY: ______________________________
AUTHORIZED SIGNATURE
Date: _______________________________
Printed Name: Vernell Wisdom
Title: Head of Contract Management
___________________________________
PHONE NUMBER
___________________________________
EMAIL ADDRESS
___________________________________
APPROVED AS TO LEGAL FORM: TEXAS ETHICS COMMISSION
MACK REINWAND, CITY ATTORNEY CERTIFICATE NUMBER
BY: __________________________________
CITY OF DENTON, TEXAS
ATTEST:
JESUS SALAZAR, CITY SECRETARY BY: ______________________
SARA HENSLEY
BY: _________________________________ CITY MANAGER
Date:
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
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Vernell.wisdom@placer.ai
vernell.wisdom@placer.ai
7/24/2023
816-309-5142
Wayne Emerson
Economic Development
Director
2023-1051602
8/16/2023
Exhibit A
Special Terms and Conditions
1. Total Contract Amount
The contract total for services shall not exceed $145,000. Pricing shall be per Exhibit E attached.
2. Contract Terms
It is the intention of the City of Denton to award a contract for one (1) year, effective from date of
award. The City and the Contractor shall have the option to renew this contract for an additional
two (2) one-year periods.
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. The Supplier’s
request to not renew the contract must be submitted in writing to the Purchasing Manager at least
60 days prior to the contract renewal date for each year. 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.
3. Price Escalation and De-escalation
On Contractor’s request in the form stated herein, the City will implement an escalation/de-
escalation price adjustment annually based on these special terms. Any request for price
adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer
Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not
exceed +/- 5% for any individual year and is limited to the Services set forth in this Exhibit
E. The escalation will be determined annually at the renewal date. The price will be increased or
decreased based upon the annual percentage change in the PPI or the percentage change in the
manufacturer’s price list. Should the PPI or manufacturer price list change exceed a minimum
threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with
the percent change not to exceed the 5% limit per year. The supplier should provide
documentation as percentage of each cost associated with the unit prices quoted for
consideration.
Request must be submitted in writing with supporting evidence for need of such increase to the
Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must
also provide supporting documentation as justification for the request. If no request is made, then
it will be assumed that the current contract price will be in effect.
Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation
as competitive with the general market price at the time and become effective upon the renewal
date of the contract award or reject the increases within 30 calendar days after receipt of a
properly submitted request. If a properly submitted increase is rejected, the Contractor may
request cancellation of such items from the Contract by giving the City of Denton written notice.
Cancellation will not go into effect for 15 calendar days after a determination has been issued.
Pre-price increase prices must be honored on orders dated up to the official date of the City of
Denton approval and/or cancellation.
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The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation
number.
The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes.
4. Performance Liquidated Damages
The Contractor shall incur contractual payment losses, as initiated by the City for performance that
falls short of specified performance standards shall be per Exhibit E, Standard Service Level,
attached.
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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 Terms 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. The contract term will be one (1) year, effective from Date of
Award. The City and the Contractor shall have the option to renew this contract for an additional 2
(1) one-year periods as outlined in Section 3 of the Order Form.
3. CONTRACTOR TO PACKAGE DELIVERABLES: When applicable, 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: When applicable, 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: When applicable, 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: When applicable,
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: When applicable, 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: When applicable, 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.
C. If the City or the City's representative notifies the Contractor that any worker is incompetent,
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Contract 8227
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. When applicable, 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, itemized, 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. 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.
13. PAYMENT:
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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. Reserved
D. Reserved
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 otherwise
negotiated.
15. Reserved.
16. Reserved.
17. RIGHT TO AUDIT:
A. The City shall have the right to audit and make copies of the books, records and computations
pertaining to the fees of 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
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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, shall be construed to
include drafts and electronic files, even if such drafts or electronic files are subsequently used to
generate or prepare a final printed document.
18. Reserved.
19. Reserved.
20. Reserved.
21. Reserved.
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, and as outlined in the Service Level Agreement attached in Exhibit E .
23. Reserved.
24. Reserved.
25. Reserved.
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) becomes
insolvent or seeks relief under the bankruptcy laws of the United States or (c) 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 thirty (30) calendar
days, unless otherwise specified, after the date of such notice, unless the Contractor, within such
thirty (30) day period, cures such default, or provides evidence sufficient 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 subject to the Limitation of Liability in the License
Agreement. Additionally, in the event of a default by the Contractor, the City may remove the
Contractor from the City’s vendor list for three (3) years and any Offer submitted by the Contractor
may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative
and are not exclusive of any other right or remedy provided by law.
28. TERMINATION UPON NON-APPROPRIATION.: In the event no funds are appropriated
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for this Contract, the City has the right in future fiscal years to terminate this Contract without
penalties of any sort 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.
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. Reserved.
31. Reserved.
32. INSURANCE: The following insurance requirements are applicable,. 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
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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.
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 Insurance.
xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written
notice of erosion of the aggregate limits below occurrence limits for all applicable
coverage’s indicated within the Contract.
xiv. The insurance coverage’s specified 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 effect on the
Contractor’s ability to perform thereunder, the Contractor 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
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receipt by the addressee. Routine communications may be made by first class mail, telefax, or
other commercially accepted means. Notices to the Contractor shall be sent to the address specified
in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices
to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked
to the attention of the Purchasing Manager.
35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material
submitted by the Contractor to the City shall become property of the City upon receipt. Any
portions of such material claimed by the Contractor to be proprietary must be clearly marked as
such. Determination of the public nature of the material is subject to the Texas Public Information
Act, Chapter 552, and Texas Government Code.
36. Reserved.
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: City shall own all rights, title, and interests
in and to the any Research Data prepared specifically for City, except for software and data sets
(including firmware) which are licensed to the City. The City shall not challenge the validity of
any of the Contractor’s intellectual property, including without limitation any trademarks, service
marks, trade dress, patents, copyrights, trade secrets or licenses. The City acknowledges that the
Contractor’s intellectual property is the sole property of the Contractor. By sale of products or
services to City, the Contractor does not transfer any of the Contractor’s intellectual property rights
(including without limitation rights to designs or other work product). The City shall not remove
or alter any trademarks, service marks or trade dress that identify the Contractor, nor use any
trademarks, service marks, trade dress or any other intellectual property that, in the sole discretion
of the Contractor, is confusingly similar to those of the Contractor. Any software (including
firmware) included with the services and Research Data is owned by the Contractor (or its
licensors) and is licensed, not sold, to the City. The City may use such software only as intended
by the Contractor.
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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.
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 as defined
in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any
willful violation of this section shall constitute impropriety in office, and any officer or employee
guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation
of this provision, with the 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.
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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, providing written notice to the City; provided, however, written consent shall not be
required for an assignment required for a merger, reorganization, or a sale of substantially all of
the assets of a party. . 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.
The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name,
ownership, or address change for the purpose of maintaining updated City records. The
president of the company or authorized official must sign the letter. A letter indicating
changes in a company name or ownership must be accompanied with supporting legal
documentation such as an updated W-9, documents filed with the state indicating such
change, copy of the board of director’s resolution approving the action, or an executed
merger or acquisition agreement. Failure to do so may adversely impact future invoice
payments.
46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole
or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration and is in writing signed by the aggrieved party. No waiver by either
the Contractor or the City of any one or more events of default by the other party shall operate as,
or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an
express or implied acceptance of any other existing or future default or defaults, whether of a
similar or different character.
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.
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
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to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the
parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to
mediation as described below. Negotiation may be waived by a written agreement signed by both
parties, in which event the parties may proceed directly to mediation as described below.
B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation
process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation
skills to assist with resolution of the dispute. Should they choose this option; the City and the
Contractor agree to act in good faith in the selection of the mediator and to give consideration to
qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties
from relying on the skills of a person who is trained in the subject matter of the dispute or a contract
interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of
initiation of the mediation process, the mediator shall be selected by the Denton County Alternative
Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith
for up to thirty (30) calendar days from the date of the first mediation session. The City and the
Contractor will share the mediator’s fees equally and the parties will bear their own costs of
participation such as fees for any consultants or attorneys they may utilize to represent them or
otherwise assist them in the mediation.
50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the
laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted
in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would
refer to and apply the substantive law of another state or jurisdiction. All issues arising from this
Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit
to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be
construed or interpreted to limit or restrict the right or ability of the City 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.
52. HOLIDAYS: The following holidays are observed by the City:
New Year’s Day (observed)
Martin Luther King, Jr. Day
Memorial Day
Juneteenth
Independence Day
Labor Day
Veterans Day
Thanksgiving
Friday After Thanksgiving
Christmas Eve (observed)
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Christmas 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, sexual
orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of,
or be otherwise subjected to discrimination under any activities resulting from this 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.
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,
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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 TAXES: 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 RATES: The contractor shall comply with prevailing wage rates as
defined by the United States Department of Labor Davis-Bacon Wage Determination at
http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov
for Denton County, Texas (WD-2509).
60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor
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
standard 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
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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.
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, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under
the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right
or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as
a waiver of any continuing or succeeding breach.
66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision
of the Contract is in any way intended to constitute a waiver by the City of Denton of any
immunities from suit or from liability that the City of Denton may have by operation of law.
67. RECORDS RETENTION: The 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
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Texas, and any federal governmental entity that has authority to review records due to federal
funds being spent under the Contract.
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
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the
Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring
the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish a Certificate of Interest Parties before the contract is
awarded, in accordance with Government Code 2252.908.
The contractor shall:
1. Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Complete and sign the Form 1295
6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line.
(EX: Contract 1234 – Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after
Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Commission’s website within seven business days.
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Exhibit E
Contractor’s Proposal, Order Form & Service Level Agreement
PLACER LABS, INC.
ORDER FORM
City of Denton (“Customer”) Placer Labs, Inc. (“Placer”)
Address: 215 E McKinney St.
Denton, Texas 76201
Address: 440 N Barranca Ave., #1277
Covina, California 91723
Contact Person: Wayne Emerson Contact Person Shelley Price
Email: wayne.emerson@cityofdenton.com Billing Contact Person: Melissa Anderson
Phone: 940-349-8200 Billing Email*: billing@placer.ai
Billing Contact Email: Billing Phone*: 415-228-2444
*Not for use for official notices.
THIS SECTION 1 IS STRICTLY CONFIDENTIAL AND PROPRIETARY INFORMATION
AND CANNOT BE SHARED EXTERNALLY OUTSIDE OF THE CITY OF DENTON
1. Services.
The services provided under this Order Form (the “Services”) include:
1. Migration Trends Data Report showing population migration over time within the U.S.
o Migration Trends Report UI component
o SLA:
▪ Delivery frequency – Monthly, by the 15th day of each month
▪ Data starting January 1, 2018 and updated until the end of the last full calendar month
o Content includes CBSA, county, state, and zip-code
o Documentation: Link
2. Access, via Placer Venue Analytics Platform (“Placer’s Platform”), to all major venues within the United
States
3. Access, via Placer’s Platform, to reports, including Visits, Trade Areas, Customer Journey, Customer
Insights, Dwell Times, and Visitation by Hour/Day
4. Actionable insights include:
o Accurate foot traffic counts and dwell time
o True Trade Areas displaying frequent-visitors-density by home and work locations
o Customers’ demographics, interests, and time spent at relevant locations
o Where customers are coming from and going to, and the routes they take
o Benchmarking of Foot Traffic, Market Share, Audiences, and other key metrics
o Competitive insights
o Void Analysis Reports
5. Access to Xtra reports per ad hoc needs; in Excel, KML, Tableau, and other formats: Quarterly Maximum of
65 credits; Annual Maximum of 260 credits
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6. Premier Customer Support
o Regular meetings with Placer's Customer Success Team
o Live, Virtual Training support as reasonably needed
7. Access to STI Demographics Bundle + Mosaic Data Set. The applicable Advanced Demographics and
Psychographics are generated using the Input Datasets from the data vendors as set forth below:
8. Customer’s intended use of Placer Data is to provide prospective employers with information on local
migration trends, which is subject to the Permitted Use outlined in Section 2.
9. Access to additional data sets mentioned hereunder, via Placer’s Marketplace initiative. The applicable data
sets are generated using the Input Datasets from the data vendors as set forth below (such data vendors, the
“Marketplace Vendors”):
The foregoing are referred to as “Marketplace Services.” Marketplace Services and Marketplace Data are
governed by, and Customer and Placer agree to, the Marketplace License Agreement located at
https://www.placer.ai/placer-marketplace-license-agreement/ (the “Marketplace Agreement”). Capitalized
terms in this section have the meaning set forth in the Marketplace Agreement.
Description Vendors Input Datasets Used
STI Demographics Bundle
Synergos Technologies (STI) PopStats
Synergos Technologies (STI) Spending Patterns
Synergos Technologies (STI) Workplace
Synergos Technologies (STI) Market Outlook
Experian Mosaic Experian Mosaic Segmentation
Description Marketplace Vendors Input Datasets Used
Additional Data Set
AGS
Business Counts (Business
Demographics)
THIS SECTION 2 IS STRICTLY CONFIDENTIAL AND PROPRIETARY INFORMATION
AND CANNOT BE SHARED EXTERNALLY OUTSIDE OF THE CITY OF DENTON
2. Permitted Uses
The data, information and materials accessible via the Services are referred to as “Placer Data”. Customer may
use Placer Data solely for the following purposes (“Permitted Uses”): (a) Customer may use Placer Data for
Customer’s internal business purposes; and (b) Customer may incorporate Placer Data into Research Data, as
described and subject to the restrictions below.
“Research Data” means datasets and other materials created by Customer that result in any part from Customer’s
use of Placer Data. The Customer may share Research Data with current and potential customers, and in marketing
materials; provided that the Customer shall cite Placer as a provider of such information. Customer shall not,
directly or indirectly, resell, distribute, sublicense, display or otherwise provide Placer Data to any third parties,
except that Customer may display Placer Data as part of Research Data.
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THIS SECTION 3 IS STRICTLY CONFIDENTIAL AND PROPRIETARY INFORMATION
AND CANNOT BE SHARED EXTERNALLY OUTSIDE OF THE CITY OF DENTON
3. Term and Termination.
Initial Term: The contract term will be one (1) year, effective from date of award thereafter (the “Initial
Term”). Each renewal or additional term, if any, is referred to as “Additional Term,” and the Initial Term
and any Additional Terms are referred to collectively as the “Term”.
The City and the Contractor shall have the option to renew this contract for an additional 2 (1) one-year
periods. Additional Term: This Order Form shall continue on the same terms and conditions set forth herein for
additional periods of the same duration as the Initial Term, if mutually agreed in writing by both parties (email
would be sufficient).
Termination: Either party may terminate this Order Form upon thirty (30) days’ notice if the other party materially
breaches any of the terms or conditions of this Order Form or the Agreement (as defined below), and the breach
remains uncured during such thirty (30) days. In addition, Placer may immediately suspend Customer’s access to
the Services, or terminate the Order Form, in the event of non-payment by the Customer or breach by Customer of
any restrictions regarding usage of the Services.
4. Fees.
$43,250/year invoiced: in full upon signing this Order Form.
Customer has the option prior to signature to exclude the Migration Trends Data Report and AGS Business Counts
data sets from this Order Form, in the event this option is selected prior to signature the Fee would be $34,100/year
for Placer’s Platform and Paragraph 1 and Paragraph 9 in Section 1 would be removed from this Order Form
Invoice sent electronically to Customer’s billing contact email via NetSuite.
Customer shall pay the fees set forth above in this Order Form.
Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum
permitted by law, whichever is lower, plus all expenses of collection, subject to Texas Prompt Payment Act,
Chapter 2251.
If Customer believes that Placer has billed Customer incorrectly, Customer must contact Placer no later than sixty
(60) days after the closing date on the first billing statement in which the error or problem appeared in order to
receive an adjustment or credit. Inquiries should be directed to Placer’s customer support department at
support@placer.ai.
Should either Placer or Customer terminate this Order Form for any reason except for an event of non-payment or
breach by Customer, Placer will remit to Customer the prorated Fee attributable to the balance of the Term.
Placer may increase the Fees any time following the Initial Term, with at least 60 days written notice to City, (but
not more frequently than once in any twelve (12) month period). The amount of such annual increase will equal the
greater of CPI or five percent (5%) per annum.
All billing will be sent via electronic invoice to the Customer contact indicated above. Customer shall pay all fees
within forty-five (45) days of receipt of the invoice.
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THIS SECTION 5 IS STRICTLY CONFIDENTIAL AND PROPRIETARY INFORMATION
AND CANNOT BE SHARED EXTERNALLY OUTSIDE OF THE CITY OF DENTON
5. Support.
Placer will use commercially reasonable efforts to provide customer service and technical support in connection
with the Services on weekdays during the hours of 9:00 A.M. through 5:00 P.M. Pacific Time, with the exclusion
of federal holidays. For any such support, please contact us at support@placer.ai.
7. Mutual NDA. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has
disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business
(hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Placer
includes, without limitation, non-public information regarding features, functionalities and performance of, and
pricing for, the Services. The Receiving Party agrees: (i) to take reasonable precautions to protect such
Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted by
the Agreement) or disclose to any third party any Proprietary Information. The foregoing shall not apply with
respect to any information that the Receiving Party can document (a) is or becomes generally available to the
public, (b) was in the possession of or known to the Receiving Party, prior to disclosure thereof by the Disclosing
Party, without any restrictions or confidentiality obligations, (c) was rightfully disclosed to it, without any
restrictions or confidentiality obligations, by a third party, (d) was independently developed without use of any
Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law, provided that the
Receiving Party provides the Disclosing Party with prompt written notice of such requirement and reasonably
cooperates with the Disclosing Party to limit or challenge such requirement. These provisions regarding
Proprietary Information shall apply in perpetuity and shall survive any termination of the Order Form or the
Agreement. Placer acknowledges that the City of Denton must strictly comply with the Public Information Act, Chapter
552, Texas Government Code in responding to any request for public information related to this Agreement. This obligation
supersedes any conflicting provisions of this Agreement. All material submitted by Placer to the City of Denton shall
become property of the City upon receipt. Any portions of such material claimed by Placer 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.
7. Miscellaneous.
All notices under the Order Form and the Agreement will be in writing and will be deemed to have been duly given
(a) upon delivery by a recognized delivery service (e.g., FedEx) with delivery confirmation, (b) upon receipt, if
sent by U.S. certified or registered mail, return receipt requested, or (c) when sent via email, if sent during normal
business hours of the recipient, and on the next business day if sent after normal business hours of the
recipient. Notices shall be sent to the addresses set forth in the Order Form, which addresses may be subsequently
modified by written notice given in accordance with these provisions.
Customer grants Placer the right to use Customer’s company name and company logo, for Placer’s promotional
purposes with Customer prior written approval.
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This Order Form is entered into by and between Customer and Placer effective as of the date of the last signature
below. This Order Form and use of the Services are governed by, and Customer and Placer agree to, the License
Agreement located at https://www.placer.ai/placer-license-agreement/ (the “Agreement”); provided, however, that
in the event of any conflict between this Order Form and the Agreement, this Order Form shall control. Unless
otherwise defined in this Order Form, capitalized terms herein have the same meaning as in the Agreement.
“Customer” “Placer”
City of Denton Placer Labs, Inc.
By: \signature1 {“size”: “small” ,"w":"200"}\ By: \signature2 {“size”: “small” ,"w":"200"}
Name: \fullname1 {“size”: “small” ,"w":"220" Name: Vernell Wisdom
Title: \title1 {“size”: “small” ,"w":"200"}\ Title: Head of Contract Management
Date: \date1\ Date: \date2\
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THIS LICENSE AGREEMENT IS STRICTLY CONFIDENTIAL AND PROPRIETARY INFORMATION
AND CANNOT BE SHARED EXTERNALLY OUTSIDE OF THE CITY OF DENTON
PLACER LABS, INC.
LICENSE AGREEMENT
This License Agreement (this “Agreement”) is entered into by and between Placer Labs, Inc., a Delaware
corporation (“Placer”), and the customer (“Customer”) listed on the order form (the “Order Form”)
entered into by and between Placer and Customer, effective as of the last signature date set forth on the
Order Form (the “Effective Date”). Unless otherwise defined in this Agreement, capitalized terms herein
have the same meaning as in the Order Form.
1. LICENSE
Subject to the terms of this Agreement and the Order Form (including, without limitation, the
payment of fees by Customer), Placer hereby grants to Customer a limited, non-exclusive, non-transferable,
non-sublicensable license to access and use the Services (as set forth in the Order Form) solely for the
Permitted Uses (as set forth in the Order Form).
2. RESTRICTIONS AND RESPONSIBILITIES
2.1 Customer will not, directly or indirectly, or allow any third party to (a) reverse engineer, decompile,
disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas,
know-how or algorithms relevant to the Services or Placer Data or any software, documentation or data
related to the Services or Placer Data; (b) attempt to re-identify any anonymized, aggregated, deidentified,
obfuscated, or statistical Placer Data, (c) modify, translate, or create derivative works based on Placer Data
(except to the extent expressly set forth as Permitted Use in the Order Form), (d) share Placer Data with, or
disclose Placer Data to, or use Placer Data for the benefit of, a third party (except to the extent expressly
set forth as Permitted Use in the Order Form), (e) remove any proprietary notices or labels, (f) circumvent
any security control or access mechanism for the Services or Placer Data, (g) perform systematic and/or
bulk downloads of Placer Data, or web scraping of Placer Data/from the Services, or systematic API calling
beyond the minimal amount needed for Permitted Uses, or attempt to reconstruct any portion of Placer
Data, (h) use the Services or Placer Data in connection with any products, services, or activities that compete
with Placer, or (i) attempt to build a user profile for a given individual or device based on Placer Data, or
attempt, facilitate, or encourage others to identify a given individual or user or reconstruct user profiles
based on Placer Data. Customer shall not, directly or indirectly, resell, distribute, sublicense, display, or
otherwise provide to third parties the Services or any Placer Data or any derivatives of Placer Data, except
that Customer may display Placer Data as part of Research Data during the Term. For the avoidance of
doubt, and without limiting any other restrictions or obligations set forth in this Agreement, Customer shall
not use, license, sub-license or distribute Placer Data or any data derived from Placer Data, for any of the
following purposes: (I) in connection with establishing eligibility for employment, health care, credit or
insurance; (II) for making decisions solely by automatic means where the decision has a significant effect
on the individual to whom the data relates; (III) for any unlawful tracking or unlawful surveillance purposes;
or (IV) to market or sell to law enforcement agencies or to any governmental agency to be used for a law
enforcement purpose.
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2.2 Customer represents, covenants, and warrants that Customer will use the Services and Placer Data
and only in compliance with applicable laws and regulations. Furthermore, Customer will ensure all access
to Placer (“log in”) shall be done using email addresses of Customer’s email domain, and never any personal
email addresses. Although Placer has no obligation to monitor Customer’s access to and use of the Services
or Placer Data Placer may do so and may prohibit any access or use it believes may be (or alleged to be) in
violation of the foregoing.
2.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services
needed to connect to, access or otherwise use the Services and Placer Data, including, without limitation,
modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively,
“Access Equipment”). Customer shall also be responsible for maintaining the security of the Access
Equipment, Customer account, passwords (including but not limited to administrative and user passwords)
and files, and for all uses of Customer account or the Access Equipment with or without Customer’s
knowledge or consent.
2.4 Customer shall maintain information security measures to safeguard Customer’s Access Equipment
and Placer Data in Customer’s possession, including appropriate physical, technical, and organizational
measures to ensure the security of such data. Such measures shall include, but not be limited to, the highest
degree of care that Customer utilizes to safeguard its own sensitive data, which shall be no less than industry
standard security measures in any event.
2.5 Customer shall maintain accurate and complete records relating to its use of Placer Data. Placer or
its designee(s) may, at any time upon not less than ten (10) business days’ notice to Customer, examine
such records of Customer (and its affiliates and contractors, if any are permitted to use Placer Data) related
to Customer’s and any such parties’ use of Placer Data (“Audit”). Customer will cooperate fully, and cause
its affiliates and contractors to cooperate fully, with any such Audit(s) and will provide all records, data,
documentation, and other information reasonably requested by Placer. The Audit(s) will be conducted
during normal business hours, and at Placer’s expense; provided however if such Audit reveals misuse of
Placer Data by Customer, then Customer will bear the cost of such Audit, without limiting any other rights
or remedies that Placer may have with respect to any such misuse of Placer Data.
3. PROPRIETARY RIGHTS
3.1 Placer shall own and retain all right, title and interest in and to (a) the Services and Placer Data,
and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or
other technology developed in connection with supporting the foregoing, and (c) all intellectual property
rights related to any of the foregoing. No licenses are granted by estoppel or by implication.
3.2 Customer may provide feedback to Placer in respect of the Services or Placer Data. Feedback may
include, without limitation, updates to or corrections of Placer Data (e.g., a retail store may have moved or
may have been closed). Placer may use any such feedback to improve the Services or for other purposes,
without any obligation to Customer.
3.3 In the course of using the Services, Customer may upload data (e.g., Customer’s customer data) to
the Services. Such uploaded data is referred to herein as “Customer Data”. Customer hereby grants Placer
a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable and transferable right to use,
modify, reproduce, distribute, prepare derivative works of, display and perform Customer Data (including
all related intellectual property rights) in an aggregated and de-identified format (“Anonymized Customer
Data”) in connection with the Services. Customer also hereby grants each user of the Services a non-
exclusive license to access Anonymized Customer Data through the Services, and to use, modify,
reproduce, distribute, prepare derivative works of, display and perform such Anonymized Customer Data
as permitted through the functionality of the Services. For clarity, the foregoing license grant to Placer and
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users of the Services does not affect Customer’s ownership of Customer Data. Placer reserves the right to
remove any Customer Data and/or Anonymized Customer Data from the Services at any time for any
reason. Customer, not Placer, remains solely responsible for all Customer Data that Customer uploads,
posts, emails, transmits, or otherwise disseminates using, or in connection with, the Services, and Customer
represents and warrants that Customer possesses all rights necessary to provide such Customer Data to
Placer and to grant the rights to use such Customer Data as provided herein.
4. WARRANTY AND DISCLAIMER
4.1 Placer shall use reasonable efforts consistent with prevailing industry standards to provide access
to the Services and Placer Data. Access may be temporarily unavailable for scheduled maintenance or for
unscheduled emergency maintenance, either by Placer or by third-party providers, or because of other
causes beyond Placer’s reasonable control, but Placer shall use reasonable efforts to provide advance notice,
by posting in the Services, email, or otherwise, of any scheduled service disruption. PLACER DOES NOT
WARRANT THAT ACCESS TO THE SERVICES OR PLACER DATA WILL BE UNINTERRUPTED
OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE
OBTAINED FROM USE OF THE SERVICES OR PLACER DATA.
4.2 Placer Data shall not include (i) any personally identifiable data, including but not limited to, name,
email address, address or any other personal identifier (“Personal Data”), nor (ii) any sensitive data,
including but not limited to Personal Data relating to social security numbers and other government
identifiers, information relating to health or medical conditions, and information relating to sex life or
sexual orientation, political opinions, and financial account numbers (“Sensitive Data”).
4.3 Placer represents and warrants that to its knowledge the Services and Placer Data do not infringe
the intellectual property rights of any third party and comply with applicable laws and regulations.
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 4, THE SERVICES AND PLACER DATA
ARE PROVIDED “AS IS” AND PLACER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESS
FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. PLACER DATA ARE COMPILED
BASED ON PROPRIETARY ALGORITHMS, AND PLACER DOES NOT WARRANT THAT ALL
DATA SHALL BE COMPLETE AND ACCURATE. FURTHER, PLACER MAKES NO WARRANTY
AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR PLACER
DATA. Without limiting the foregoing disclaimer, Customer acknowledges and agrees that Placer Data
consist of and represent the result of statistical inferences. Placer is not a backup service, and Customer is
solely responsible for creating any backups of data provided by Placer. Placer is not responsible for
decisions made by Customer based on Placer Data.
5. INDEMNITY
5.1 Placer shall defend, indemnify and hold Customer harmless from liability to third parties resulting
from infringement by Placer’s provision of Placer Data of any United States patent or any copyright or
misappropriation of any trade secret. The foregoing obligations do not apply with respect to any portions
or components of Placer Data (i) that are created, compiled, or modified by any party other than Placer, (ii)
combined with other products, processes, data, or materials where the alleged infringement relates to such
combination, (iii) where Customer continues allegedly infringing activity after being notified thereof or
after being informed of alternatives that would have avoided the alleged infringement, or (iv) where
Customer’s use of Placer Data is not strictly in accordance with this Agreement. If, due to a claim of
infringement, Placer Data are held by a court of competent jurisdiction to be or are believed by Placer to be
infringing, Placer may, at its option (a) obtain for Customer a license to continue using Placer Data or (b)
terminate the Order Form and Customer’s rights thereunder and provide Customer a refund of any prepaid,
unused fees for Placer Data.
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5.2 Reserved.
5.3 The obligations of either party to provide indemnification hereunder is subject to the party seeking
indemnification (a) providing the indemnifying party with prompt written notice of any claim, (b) providing
the indemnifying party with sole control over the defense and settlement of the applicable claim and (c)
reasonably cooperating with the indemnifying party in defending such claim. Subject to the foregoing, the
indemnified party may be represented in any proceeding by counsel of its own choosing at its own expense.
6. LIMITATION OF LIABILITY
IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY INDIRECT, SPECIAL,
INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA,
BUSINESS, OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THE ORDER FORM,
THIS AGREEMENT, THE SERVICES OR PLACER DATA, HOWEVER CAUSED AND
REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF IT HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR NON-PAYMENT OF FEES, EACH PARTY’S
AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE ORDER FORM,
THIS AGREEMENT, THE SERVICES OR PLACER DATA OR FROM ALL CAUSES OF ACTION
AND ALL THEORIES OF LIABILITY WILL NOT EXCEED FIVE TIMES THE ANNUAL FEE.
NOTWITHSTANDING ANY OTHER PROVISIONS, THE FOREGOING LIMITATIONS WILL NOT
APPLY TO BREACH OF CONFIDENTIALITY OBLIGATIONS OR BREACH OF LICENSING
RESTRICTIONS.
7. EXPORT CONTROL
Customer may not remove or export from the United States or allow the export or re-export of
Placer Data, or any direct product thereof in violation of any restrictions, laws or regulations of the United
States Department of Commerce, the United States Department of Treasury Office of Foreign Assets
Control, or any other United States or foreign agency or authority.
8. MISCELLANEOUS
This Agreement includes and incorporates Placer’s privacy policy located at
https://www.placer.ai/privacy-policy/ platform-services-privacy-policy/ (the “Privacy Policy”). The Order
Form, the Privacy Policy, and all other referenced documents, if any, are integral parts of this Agreement.
If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or
eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and
effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except
with Placer’s prior written consent. Placer may transfer and assign any of its rights and obligations under
this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual
understanding of the parties and supersedes and cancels all previous written and oral agreements,
communications and other understandings relating to the subject matter of this Agreement, and that all
waivers and modifications must be in a writing signed by both parties, except as otherwise provided. No
agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer
does not have any authority of any kind to bind Placer in any respect whatsoever. In any action or proceeding
to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’
fees. This Agreement shall be governed by the laws of the State of California without regard to its conflict
of laws provisions. This Agreement shall have the same Term as, and shall terminate or expire concurrently
with, the Order Form. The following will survive any termination of this Agreement and Order Form:
Sections 2.1, 2.4, 2.5, 3.1, 3.2, 4 through 8 of this Agreement.
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Marketplace License Agreement
This Marketplace License Agreement (this “Marketplace Agreement”) is agreed to by and between Placer
Labs, Inc., a Delaware corporation (“Placer”), and the customer (“Customer”) listed on the Marketplace
Order. “Marketplace Order” means the document executed by Placer and Customer whereby Placer agrees
to provide Customer with access to Marketplace Services, which document may be in the form of a new
order form, an amendment to an existing order form, or another document format executed by the parties.
Unless otherwise defined in this Marketplace Agreement, capitalized terms herein have the same meaning
as in the Marketplace Order.
1. LICENSE
1. Subject to the terms of this Marketplace Agreement and the Marketplace Order (including, without
limitation, the payment of fees by Customer), Placer hereby grants to Customer a limited, non-
exclusive, non-transferable, non-sublicensable license, during the term of the Marketplace Order,
to access and use the Marketplace Services and Marketplace Data solely for Permitted Uses (as
defined below).
2. “Marketplace Data” means data in such form and substance as made available by Placer to
Customer by way of Marketplace as overlayed on Placer’s platform, which data are created by
Placer and/or Marketplace Vendors, using the applicable datasets from the applicable Marketplace
Vendors as set forth in the Marketplace Order (such datasets, “Input Datasets”). Marketplace Data,
including their form and substance, may be updated and modified by Placer and/or Marketplace
Vendors from time to time. Placer will use commercially reasonable efforts to keep Marketplace
Data as updated as possible, per its agreements with the applicable Marketplace Vendors, with the
goal of having at least an annual update with respect to each dataset. Marketplace Data do not
include, and Customer will not have access to, the Input Datasets sourced by Placer from
Marketplace Vendors.
3. Customer may use Marketplace Data only for (i) On-Platform Uses and (ii) Off-Platform Limited
Uses.
“On-Platform Uses” means using Marketplace Data as overlayed on Placer’s platform for such
interactions as may be made available by Placer, which are subject to updates and modifications
by Placer from time to time.
“Off-Platform Limited Uses” mean: (a) Customer may use Marketplace Data for Customer’s
internal business purposes, including using Research Data (as defined below) to service its
customers; and (b) Customer may incorporate Marketplace Data into Research Data, as described
and subject to the restrictions herein. “Research Data” means datasets and other materials created
by Customer that result in any part from Customer’s use of Marketplace Data. Research Data must
not include any Marketplace Data in raw form or any other form through which the raw form is
readily identifiable by the recipient of Research Data (e.g., through common or basic methods of
reverse-engineering, etc.). Customer may share Research Data with current and potential
customers, and in marketing materials; provided that Customer shall cite Placer as a provider of
such information.
On-Platform Uses and Off-Platform Limited Uses are referred to collectively as “Permitted Uses”.
Under no circumstances may Customer provide any part of any Marketplace Data in raw form to
any third party.
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4. For clarity: (x) Marketplace Data is licensed to, not purchased by, Customer (y) Customer will not
have access to any Input Datasets sourced by Placer from Marketplace Vendors; and (z) Customer
must not use Marketplace Services or Marketplace Data in any way or for any purpose other than
Permitted Uses.
2. RESTRICTIONS AND RESPONSIBILITIES
1. Customer will not, directly or indirectly, or allow any third party to (a) reverse engineer, decompile,
disassemble, decode, or otherwise attempt to discover the source code, object code or underlying
structure, ideas, know-how or algorithms relevant to the Marketplace Services or Marketplace Data
or any software, documentation or data related to the Marketplace Services or Marketplace Data;
(b) re-identify any anonymized or statistical Marketplace Data, (c) modify, translate, or create
derivative works based on Marketplace Data (except to the extent expressly set forth as Permitted
Use), (d) share Marketplace Data with, or disclose Marketplace Data to, or use Marketplace Data
for the benefit of, a third party (except to the extent expressly set forth as Permitted Use), (e) or
remove any proprietary notices or labels, (e) circumvent any security control or access mechanism
for the Marketplace Services or Marketplace Data, (f) use the Marketplace Services or Marketplace
Data in connection with any products, services, or activities that compete with Placer, (g) resell,
lease, distribute, display, assign, transfer, or sublicense the Marketplace Services or any
Marketplace Data or any portion thereof, or (h) attempt to reconstruct or collect the Input Datasets
for Marketplace Data.
2. Customer represents, covenants, and warrants that Customer will use the Marketplace Services and
Marketplace Data only in compliance with applicable laws and regulations. Although Placer has
no obligation to monitor Customer’s access to and use of the Marketplace Services or Marketplace
Data, Placer may do so and may prohibit any access or use it believes may be (or alleged to be) in
violation of the foregoing.
3. Customer agrees that Customer Information (as defined below) may be revealed to the Marketplace
Vendors, and Customer hereby explicitly permits Placer to share Customer Information with the
Marketplace Vendors. “Customer Information” means Customer’s company name and the fees
Customer paid to Placer for access to Placer’s platform and/or Marketplace.
3. WARRANTY AND DISCLAIMER
1. Placer shall use reasonable efforts consistent with prevailing industry standards to provide access
to the Marketplace Services and Marketplace Data. Access may be temporarily unavailable for
scheduled maintenance or for unscheduled emergency maintenance, either by Placer or by third-
party providers, or because of other causes beyond Placer’s reasonable control, but Placer shall use
reasonable efforts to provide advance notice, by posting in the Marketplace Services, email, or
otherwise, of any scheduled service disruption. PLACER DOES NOT WARRANT THAT
ACCESS TO THE MARKETPLACE SERVICES OR MARKETPLACE DATA WILL BE
UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE
RESULTS THAT MAY BE OBTAINED FROM USE OF THE MARKETPLACE SERVICES
OR MARKETPLACE DATA.
2. THE MARKETPLACE SERVICES AND MARKETPLACE DATA ARE PROVIDED “AS IS”
AND PLACER AND ITS MARKETPLACE VENDORS DISCLAIM ALL WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-
INFRINGEMENT. FURTHER, PLACER MAKES NO WARRANTY AS TO THE RESULTS
THAT MAY BE OBTAINED FROM USE OF THE MARKETPLACE SERVICES OR
MARKETPLACE DATA. NEITHER PLACER NOR ITS DATA SUPPLIERS ARE
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RESPONSIBLE FOR ANY DECISIONS MADE BY CUSTOMER BASED ON
MARKETPLACE DATA.
4. INTENTIONALLY OMITTED
5. LIMITATION OF LIABILITY
IN NO EVENT WILL PLACER BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL,
PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS,
OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THE MARKETPLACE ORDER,
THIS MARKETPLACE AGREEMENT, THE MARKETPLACE SERVICES OR MARKETPLACE
DATA, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF
IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PLACER’S
AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE MARKETPLACE
ORDER, THIS MARKETPLACE AGREEMENT, THE MARKETPLACE SERVICES OR
MARKETPLACE DATA FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY
WILL NOT EXCEED $100.
6. GENERAL PROVISIONS
The following will survive any termination of this Marketplace Agreement and Marketplace Order:
Sections 2.1, 2.2, and 3 through 6 of this Marketplace Agreement.
The provisions under the headings “Proprietary Rights” and “Miscellaneous” in the License Agreement
located at https://www.placer.ai/placer-license-agreement/ (the “License Agreement”) are incorporated
herein and shall apply to Marketplace Services with the necessary changes (e.g., references to “Services”
and “Placer Data” in the License Agreement shall be substituted herein by references to “Marketplace
Services” and “Marketplace Data”).
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Standard Service Level
Definitions
“Placer Analytics Platform” means Placer’s analytics platform managed at https://analytics.placer.ai.
“Incident” means, with respect to Placer Analytics Platform, an outage, error, defect, deficiency, failure or
other similar event affecting the use of Placer Analytics Platform by Customer and its respective authorized
users.
“Scheduled System Down Time” is the total time during which Customer personnel are not able to access
Placer Analytics Platform due to planned maintenance.
“Unscheduled System Down Time” is any time during which any Customer authorized personnel is not
able to access Placer Analytics Platform due to an Incident, unexpected system failures or down time
required for maintenance outside the Scheduled System Down Time periods.
“System Availability” means the percentage of time during which Placer Analytics Platform will be live,
operational, accessible by all Customer authorized personnel and working without Incident.
“Business Days and Hours” means Monday through Friday, 9AM-5PM (PST time zone).
Support and Maintenance of Services.
1. Placer will maintain and provide, or cause to be provided, support for Placer Analytics Platform in
accordance with its then current support policies.
2. Placer support policies shall not be modified in a manner which materially diminishes the level or
quality of support provided under Placer’s policies in effect as of the execution of the Order
Form. Support and maintenance of Placer Analytics Platform shall include, without limitation, the
following services:
a. Provide Customer and its authorized users access to and use of the most current, updated
versions of Placer Analytics Platform.
b. Maintain and operate, on a 24 hour per day, 7 day per week, 365 day per year basis, of a
website or other platform to ensure that the Placer Analytics Platform is accessible to Customer
and its authorized users with not less than a 99% rate of System Availability.
3. Placer will make its best effort to set Scheduled System Down Time outside of Customer’s regular
business hours. Placer will provide the Customer with a notice about Scheduled System Down Time.
In the event Unscheduled System Down Time is necessary, Placer shall advise Customer as soon as
reasonably practicable.
4. If the source of Unscheduled System Down Time is within the reasonable control of Placer, Placer will
act to have it resolved as soon as reasonably practicable.
5. Satisfy the Emergency Response Procedure (described below) and the System Availability
requirements set forth below.
Emergency Response Procedure.
Placer warrants that it will correct any Incident that causes Unscheduled System Down Time as quickly as
possible and minimize the adverse impact of the Unscheduled System Down Time on Customer’s business
operations. The correction and resolution of any Incident that causes Unscheduled System Down Time will
be conducted in accordance with the Emergency Response Procedure set forth in this Exhibit.
DocuSign Envelope ID: E22A41B5-6F61-44D5-98D9-52D9A08E6386
Contract 8227
Incident Classification.
When an Incident occurs with regard to Placer Analytics Platform and is reported to Placer by Customer,
Customer will indicate the severity level to each Incident reported based on the Incident Classification
Table below.
Incident Classification Table
Classification Criteria
Severity Level 1
(Critical)
Means that an Incident that causes the use or accessibility of Placer Analytics
Platform to be at a halt in a manner that doesn’t allow Customer and its authorized
users to access and/or use the Placer Analytics Platform, directly or via a work
around.
Severity Level 2
(Serious)
Means an Incident which causes a serious disruption of a major function in Placer
Analytics Platform and which cannot be solved temporarily by a workaround.
Severity Level 3
(Degraded)
Means any of the following:
(i) a non-critical Incident which has medium to low impact on Customer business,
for which a workaround is available; or
(ii) a reported Incident or Nonconformity in the Services or any component or
element thereof, that does not qualify as a Severity Level 1 or Severity Level 2
problem.
Error Reporting and Response.
Upon Customer’s written report to support@placer.ai of an Incident including a reasonable description
thereof and an assignment of severity level (“Customer’s Initial Report”), Placer will take the following
steps, in accordance with the Response Expectation Table below.
If Customer’s Initial Report is made outside Business Days and Hours, the Customer Initial Report will be
considered as if submitted at the closest time which is considered Business Days and Hours.
Step 1. Placer will respond to Customer’s Initial Report as indicated in the Response Expectation Table
below and will advise Customer in case the Severity Level provided by the Customer is modified.
Step 2. Placer will actively address the Incident reported in the Customer’s Initial Report and Placer will
correct the Incident or provide a workaround which enables the affected Placer Analytics Platform
component or functionality, as indicated in the Response Expectation Table below.
Step 3. Placer will provide a permanent solution to the Incident reported in the Customer’s Initial Report
as indicated in the Response Expectation Table below.
DocuSign Envelope ID: E22A41B5-6F61-44D5-98D9-52D9A08E6386
Contract 8227
Response Expectation Table
Severity Step 1 Step 2 Step 3
1
(Critical) Initial response to
Customer within 2 hours
following Customer’s
Initial Report
Immediate and continuing effort,
but in all events within 24 hours
of Customer’s Initial Report
Within 2 Business
Days following
Customer’s Initial
Report
2
(Serious)
Initial response to
Customer within 4 hours
following Customer’s
Initial Report
Immediate and continuing effort,
but in all events within 2
Business Days following initial
contact by Customer
Within 10 Business
Days following
Customer’s Initial
Report
3
(Degraded)
Initial response to
Customer within 24 hours
following Customer’s
Initial Report
Within 10 Business Days
following Customer’s Initial
Report
Within 30 Business
Days following
Customer’s Initial
Report
System Availability.
Required Quarterly System Availability. As part of the services provided by Placer, Placer will ensure
a required level of quarterly System Availability of Placer Analytics Platform. Placer represents, warrants
and covenants that during each calendar quarter, Placer Analytics Platform will be available, accessible and
useable by Customer at a rate not less than a System Availability of 99%.
Calculation of Quarterly System Availability. System Availability shall be calculated on a quarterly
basis and will be expressed as a percentage and determined as follows:
Quarterly System
Availability =
Total time in quarter – Unscheduled System
Down Time in quarter
* 100
Total time in quarter – Scheduled System
Down Time in quarter
If in any month the System Availability falls below the actual 99% target, Customer shall be entitled to
collect a credit from Placer in the amount of 5% of the pro rata monthly portion of the annual subscription
fee paid to Placer by Customer for the impacted Service for the month at issue (a "Credit").
DocuSign Envelope ID: E22A41B5-6F61-44D5-98D9-52D9A08E6386
CONFLICT OF INTEREST QUESTIONNAIRE
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as
defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after
the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity.
2
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the
date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business
relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer
named in this section AND the taxable income is not received from the local governmental entity?
Yes No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an
officer or director, or holds an ownership of one percent or more?
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
Placer Labs, Inc.
04 / 12 / 2023
Doc ID: ba5541704f6314b884715baf6e4bed0bb68e2def
DocuSign Envelope ID: E22A41B5-6F61-44D5-98D9-52D9A08E6386
Conflict of Interest Questionnaire - City of Denton, TX -...
Conflict_of_Interest_Questionaire.docx
ba5541704f6314b884715baf6e4bed0bb68e2def
MM / DD / YYYY
Signed
03 / 28 / 2023
09:27:13 UTC-7
Sent for signature to Vernell Wisdom
(vernell.wisdom@placer.ai) from dealdesk@placer.ai
IP: 162.236.245.5
04 / 12 / 2023
07:09:50 UTC-7
Viewed by Vernell Wisdom (vernell.wisdom@placer.ai)
IP: 73.185.210.124
04 / 12 / 2023
07:10:09 UTC-7
Signed by Vernell Wisdom (vernell.wisdom@placer.ai)
IP: 73.185.210.124
The document has been completed.04 / 12 / 2023
07:10:09 UTC-7
DocuSign Envelope ID: E22A41B5-6F61-44D5-98D9-52D9A08E6386
Certificate Of Completion
Envelope Id: E22A41B56F6144D598D952D9A08E6386 Status: Completed
Subject: Please DocuSign: City Council Contract 8227 Foot Traffic Analysis
Source Envelope:
Document Pages: 38 Signatures: 5 Envelope Originator:
Certificate Pages: 6 Initials: 1 Christina Dormady
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
christina.dormady@cityofdenton.com
IP Address: 198.49.140.10
Record Tracking
Status: Original
6/7/2023 4:11:05 PM
Holder: Christina Dormady
christina.dormady@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Christina Dormady
christina.dormady@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 6/7/2023 4:31:45 PM
Viewed: 6/7/2023 4:31:59 PM
Signed: 6/7/2023 4:34:39 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 6/7/2023 4:34:40 PM
Viewed: 6/8/2023 1:01:29 PM
Signed: 6/8/2023 1:02:47 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marcella Lunn
marcella.lunn@cityofdenton.com
Mack Reinwand City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 6/8/2023 1:02:49 PM
Viewed: 7/13/2023 4:48:55 PM
Signed: 7/21/2023 3:05:43 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Vernell Wisdom
Vernell.wisdom@placer.ai
Head of Contract Management
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 73.185.210.124
Sent: 7/21/2023 3:05:46 PM
Viewed: 7/24/2023 10:50:05 AM
Signed: 7/24/2023 10:52:30 AM
Electronic Record and Signature Disclosure:
Accepted: 7/24/2023 10:50:05 AM
ID: 4b050a61-73d0-4539-8211-d09f6d4e8a10
Signer Events Signature Timestamp
Wayne Emerson
Wayne.emerson@cityofdenton.com
Director
Economic Development
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 7/24/2023 10:52:33 AM
Viewed: 7/24/2023 11:01:01 AM
Signed: 7/24/2023 11:01:29 AM
Electronic Record and Signature Disclosure:
Accepted: 7/24/2023 11:01:01 AM
ID: a8591a23-4c93-4721-9656-d43ae9910a4d
Cheyenne Defee
Cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 7/24/2023 11:01:33 AM
Viewed: 8/16/2023 8:24:15 AM
Signed: 8/16/2023 8:24:51 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Sara Hensley
sara.hensley@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 8/16/2023 8:24:55 AM
Viewed: 8/16/2023 8:25:16 AM
Signed: 8/16/2023 8:25:24 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jesus Salazar
jesus.salazar@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 8/16/2023 8:25:27 AM
Viewed: 8/16/2023 10:12:34 AM
Signed: 8/16/2023 10:13:15 AM
Electronic Record and Signature Disclosure:
Accepted: 8/16/2023 10:12:34 AM
ID: 2fc23a99-8a14-449b-a154-a23997485532
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 6/7/2023 4:34:41 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy Events Status Timestamp
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 7/24/2023 11:01:32 AM
Viewed: 7/24/2023 2:06:07 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 7/24/2023 11:01:34 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 8/16/2023 10:13:18 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Christina Davis
Christina.davis@cityofdenton.com
Economic Development Specialist
City of Denton - Economic Development
Security Level: Email, Account Authentication
(None)
Sent: 8/16/2023 10:13:19 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 6/7/2023 4:31:45 PM
Envelope Updated Security Checked 6/7/2023 4:34:00 PM
Envelope Updated Security Checked 7/24/2023 11:59:23 AM
Envelope Updated Security Checked 7/27/2023 8:35:39 AM
Envelope Updated Security Checked 7/27/2023 8:35:39 AM
Envelope Updated Security Checked 7/27/2023 8:40:45 AM
Certified Delivered Security Checked 8/16/2023 10:12:34 AM
Signing Complete Security Checked 8/16/2023 10:13:15 AM
Completed Security Checked 8/16/2023 10:13:19 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
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documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
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required notices and disclosures electronically from us and you will no longer be able to use your
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or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Vernell Wisdom, Wayne Emerson, Jesus Salazar
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
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To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
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To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
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must state your e-mail, full name, IS Postal Address, telephone number, and account
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consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
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NetScape 7.2 (or above)
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** These minimum requirements are subject to change. If these requirements change, we will
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To confirm to us that you can access this information electronically, which will be similar to
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please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
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ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
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