8503 - 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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Gabby Leeper
8503
IT Staff Augmentation Services
COOP
Not Applicable
JULY 16, 2024
JULY 16, 2029
24-1353
File 8503
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND TEKSYSTEMS, INC.
(File # 8503)
THIS CONTRACT is made and entered into this date _______________________, by
and between TEKSYSTEMS, INC., a Maryland Corporation, whose address is 7437 Race Road
Hanover MD, 21076, 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
Contractor has entered into the Information Technology Staff Augmentation Services
Contract with the Texas Department of Information Resources (DIR) Cooperative Purchasing
Network effective October 19, 2020 and identified by DIR Contract No. DIR-CPO-4638, for the
provision of temporary IT staffing services to local government entities (the “DIR Contract”), the
terms of which are incorporated herein by reference. Contractor shall provide temporary staffing
services by providing qualified personnel to work under the technical direction and supervision of
City and in an environment controlled by City (“Services”) in accordance with the DIR Contract,
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) DIR Contract #DIR-CPO-4638 with TEKSYSTEMS, INC., (Exhibit “A” on file
at the office of the Purchasing Agent);
(b) Special Terms and Conditions (Exhibit “B”);
(c) City of Denton Standard Terms and Conditions (Exhibit “C”);
(d) Certificate of Interested Parties Electronic Filing (Exhibit “D”);
(e) Insurance Requirements (Exhibit “E”);
(f) TEKSystems Fingerprinting Addendum (Exhibit “F”);
(g) Confidentiality Agreement for Contractor and Employee/Independent Contractor
(Exhibit “G”);
(h) Form CIQ – Conflict of Interest Questionnaire (Exhibit "H")
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions
of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence
first to the written agreement then to the contract documents in the order in which they are listed
above. These documents shall be referred to collectively as “Contract Documents.”
Prohibition on Contracts with Companies Boycotting Israel
Contractor acknowledges that in accordance with Chapter 2271 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
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(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, Contractor certifies that Contractor’s signature
provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will
not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements
under this provision will be considered a material breach.
Prohibition on Contracts with Companies Boycotting Certain Energy Companies
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code,
City is prohibited from entering into a contract with a company for goods or services unless the
contract contains written verification from the company that it (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of the contract. The terms
“boycott energy company” and “company” shall have the meanings ascribed to those terms in
Section 809.001 of the Texas Government Code. By signing this agreement, Contractor certifies
that Contractor’s signature provides written verification to the City that Contractor: (1) does not
boycott energy companies; and (2) will not boycott energy companies 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 Boycotting Certain Firearm Entities and Firearm
Trade Associations
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code,
City is prohibited from entering into a contract with a company for goods or services unless the
contract contains written verification from the company that it (1) does not have a practice, policy,
guidance, or directive that discriminates against a firearm entity or firearm trade association; and
(2) will not discriminate during the term of the contract against a firearm entity or firearm trade
association. The terms “discriminate against a firearm entity or firearm trade association,”
“firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms
in Chapter 2274 of the Texas Government Code. By signing this agreement, Contractor certifies
that Contractor’s signature provides written verification to the City that Contractor: (1) does not
have a practice, policy, guidance, or directive that discriminates against a firearm entity or
firearm trade association; and (2) will not discriminate during the term of the contract against
a firearm entity or firearm trade association. 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
Sections 2252 and 2270 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, Contractor certifies that Contractor’s signature provides written verification to the
City that Contractor, pursuant to Chapters 2252 and 2270, 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.
Termination Right for Contracts with Companies Doing Business with Certain Foreign-
Owned Companies
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The City of Denton may terminate this Contract immediately without any further liability if the
City of Denton determines, in its sole judgment, that this Contract meets the requirements under
Chapter 2274, and Contractor is, or will be in the future, (i) owned by or the majority of stock or
other ownership interest of the company is held or controlled by individuals who are citizens of
China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the
Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is
headquartered in China, Iran, North Korea, Russia, or other designated country.
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
Printed Name: ________________________
Title: _______________________________
____________________________________
PHONE NUMBER
____________________________________
EMAIL ADDRESS
___________________________________
TEXAS ETHICS COMMISSION
1295 CERTIFICATE NUMBER
CITY OF DENTON, TEXAS
BY: ________________________________
SARA HENSLEY, CITY MANAGER
ATTEST:
LAUREN THODEN, CITY SECRETARY
BY: _______________________________
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
BY: _______________________________
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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Travonne Crayton
4105407474
Senior Manager of Operations Support
tcrayton@teksystems.com
2024-1147364
Chief Technology Officer
Leisha Meine
Technology Services
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Exhibit B
Special Terms and Conditions
1. Contract 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 four (4) 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. 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.
2. Total Contract Amount
The contract total shall not exceed $1,900,000. Pricing for temporary IT staffing services shall be an hourly
rate, as confirmed by Contractor for each temporary employee in writing and per the DIR Contract.
3. Pre-screening Requirements
Contractor checks references only by asking specific questions to select past employers with regard to skills
and work history before placing an individual on his or her first temporary assignment. To the extent
permitted by applicable law, Contractor will have its third party vendor (1) perform a National Sex Offender
Public Registry search; (2) perform a seven-year criminal background investigation for the assigned
individual for (i) all state felony convictions; and (ii) state misdemeanor convictions involving crimes of
dishonesty or violence, in each case, in each county where the assigned individual has resided or worked
within the U.S. in the last seven years as stated on his or her application with Contractor; (3) perform a
Social Security Verification and Trace; (4) perform a Global Sanctions Search and (5) perform a 5-panel
urine drug screen. In addition, Contractor shall conduct an individualized assessment (“IA”) on any
candidate who is initially determined as not meeting the criteria set forth herein. The IA will be performed
in accordance with the relevant Federal guidance issued on properly performing background checks.If City
request a summary copy of the results of any checks conducted on Contractor’s candidates, City agrees to
keep such results strictly confidential and to use such results in accordance with applicable laws and solely
for employment purposes. Prior to accepting a candidate, the City will perform an FBI Criminal Justice
Information Services (CJIS) background check and fingerprints at the City’s expense. Selected candidates
will be provided an opportunity to become CJIS certified at the City’s expense.
4. Confidentiality Agreement
Contractor and its Independent Contractor will be required to sign a Confidentiality Agreement, referenced
in Exhibit F attached, in order to protect confidential City data to which the Contractor, its employees,
independent subcontractors or agents may have access.
5. Employee Solicitation– Reserved.
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Exhibit C
City of Denton
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 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 Services
described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants,
and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations.
2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be
effective as of the date the contract is signed by the City, and shall continue in effect until all obligations
are performed in accordance with the Contract.
3. RESERVED.
4. RESERVED.
5. RESERVED.
6. RESERVED.
7. RESERVED.
8. RESERVED.
9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor’s worker access to the
sites where the Contractor’s worker is to perform the services as required in order for the Contractor’s
worker 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 third party 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.
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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, 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
third party claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising
from the breach of the Contractor’s obligations under this paragraph.
Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders,
or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the
Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.).
12. INVOICES:
A. The Contractor shall submit separate monthly invoices on each purchase order or purchase
release.
B. Proper Invoices must include all required DIR Information including purchase order number.
Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill
of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor’s name,
remittance address and, if applicable, the tax identification number on the invoice must exactly match the
information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the City may
rely on the remittance address specified on the Contractor’s invoice.
C. Invoices for labor shall include a copy of all time records from Contractor’s Time and Expense system
with labor rate clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate
rates. Time billed for labor shall be limited to hours actually worked at the work site. City’s approval of
Contractor worker’s weekly time record in Contractor’s Time and Expense system shall constitute
acceptance of Services performed by Contractor.
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.
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The City will furnish a tax exemption certificate upon request.
13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty
(30) calendar days of the City’s receipt of the invoice being received in Accounts Payable, whichever is
later.
B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at
the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful
rate; except, if payment is not timely made for a reason for which the City may withhold payment
hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding
payment have been resolved.
C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial
shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery.
D. 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.
E. 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.
F. 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 DIR Travel Specifications. 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. FINAL PAYMENT AND CLOSE-OUT:
A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the
Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing
Manager no later than the 15th calendar day after completion of all work under the contract. Final payment,
retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted
by the City.
B. The making and acceptance of final payment will constitute:
i. a waiver of all claims by the City against the Contractor, except claims (1) which have been
previously asserted in writing and not yet settled, (2) arising from defective work appearing after final
inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any
warranty specified herein, (4) arising from the Contractor’s continuing obligations under the Contract,
including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to
audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted
in writing and not yet settled.
16. RESERVED.
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17. RIGHT TO AUDIT:
A. The City shall have the right to audit and make copies of the books, records and computations pertaining
to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining
to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet
unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These
books, records, documents and other evidence shall be available, within ten (10) business days of written
request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees
to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City
similar access to those documents. All books and records will be made available within a 50 mile radius
of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an
overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit,
including any travel costs, must be borne by the Contractor which must be payable within five (5) business
days of receipt of an invoice.
B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall
constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”,
“records”, “documents” and “other evidence”, as used above, 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.
C. In the event of any such audit, City and/or its representatives shall adhere to Contractor’s reasonable
confidentiality and security policies subject to the Texas Public Information Act and this Contract. Any
such access/audit shall occur no more than once per calendar year (12 months) or as required by applicable
law.
18. SUBCONTRACTORS:
A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to HUB Subcontracting Plan,
the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially
employ any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute
any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No
acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City
with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the
Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to
the Procurement Manager, no later than the tenth calendar day of each month.
B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between
the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the
Contract, and shall contain provisions that:
i. require that all Services to be provided by the Subcontractor be provided in strict
accordance with the provisions, specifications and terms of the Contract;
ii. prohibit the Subcontractor from further subcontracting any portion of the Contract
without the prior written consent of the City and the Contractor. The City may require, as
a condition to such further subcontracting, that the Subcontractor post a payment bond in
form, substance and amount acceptable to the City;
iii. require Subcontractors to submit all invoices and applications for payments, including
any claims for additional payments, damages or otherwise, to the Contractor in sufficient
time to enable the Contractor to include same with its invoice or application for payment
to the City in accordance with the terms of the Contract;
iv. require that all Subcontractors obtain and maintain, throughout the term of their contract,
insurance in the type and amounts specified for the Contractor, with the City being a named insured
as its interest shall appear; and
v. require that the Subcontractor indemnify and hold the City harmless to the same extent
as the Contractor is required to indemnify the City.
C. The Contractor shall be fully responsible to the City for all negligent acts and omissions of the
Subcontractors just as the Contractor is responsible for the Contractor's own negligent acts and omissions
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in furtherance of the Services provided under this contract. Nothing in the Contract shall create for the
benefit of any such Subcontractor any contractual relationship between the City and any such
Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of
any moneys due any such Subcontractor except as may otherwise be required by law.
D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor
not later than ten (10) calendar days after receipt of payment from the City.
19. 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.
A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by
applicable law, and any attempt to do so shall be without force or effect.
B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the
Acceptance Date. If during the warranty period, one or more of the above warranties are breached, the
Contractor shall promptly upon receipt of demand perform the services again in accordance with above
standard at no additional cost to the City. All costs incidental to such additional performance shall be borne
by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty
within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall
not impair the City’s rights under this section.
C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as
required by the City, then in addition to any other available remedy, the City may reduce the amount of
services it may be required to purchase under the Contract from the Contractor, and purchase conforming
services from other sources. In such event, the Contractor shall pay to the City upon demand the increased
cost, if any, incurred by the City to procure such services from another source.
23. RESERVED.
24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question
the other party’s intent to perform, demand may be made to the other party for written assurance of the
intent to perform. In the event that no assurance is given within the time specified after demand is made,
the demanding party may treat this failure as an anticipatory repudiation of the Contract.
25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the
Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or
in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the
Contractor will cease all work until notified by the City that the violation or unsafe condition has been
corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such
Stop Work Notice.
26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully,
timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate
assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy
laws of the United States or (d) makes a material misrepresentation in Contractor’s Offer, or in any report
or deliverable required to be submitted by the Contractor to the City.
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27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the
right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise
specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such
default, or provides evidence 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. Additionally, in the event of a default by the
Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and any Offer
submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the
Contract are cumulative and are not exclusive of any other right or remedy provided by law.
28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in
whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt
of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract,
with such exceptions, if any, specified in the notice of termination. The 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. DELAYS:
A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City
deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract,
the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in
the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an
adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree
on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49.
However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified.
B. Neither party shall be liable for any default or delay in the performance of its obligations under this
Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil
commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable
control of such Party. In the event of default or delay in contract performance due to any of the foregoing
causes, then the time for completion of the services will be extended; provided, however, in such an event,
a conference will be held within three (3) business days to establish a mutually agreeable period of time
reasonably necessary to overcome the effect of such failure to perform.
31. INDEMNITY:
A. Definitions:
i. "Indemnified Claims" shall include any and all third party claims, demands, suits, causes of
action, judgments and liability of every character, type or description, including all reasonable costs
and expenses of litigation, mediation or other alternate dispute resolution mechanism, including
reasonable attorney and other professional fees for: (1) damage to or loss of the property of any
person (including, but not limited to the City, the Contractor, their respective agents, officers,
employees and subcontractors; the officers, agents, and employees of such subcontractors; and third
parties) due to the negligent act or omission of the Contractor in the furtherance of Services
provided under this agreement; and/or (2) death, bodily injury, illness, disease, worker's
compensation, loss of services, or loss of income or wages to any person (including but not limited
to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors,
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and third parties) due to the negligent act or omission of the Contractor in the furtherance of
Services provided under this agreement
B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY,
ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND
AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF OR RESULTING FROM THE FAULT
OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR
SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS
UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS
OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT
TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN
INDEMNIFIED CLAIM.
UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL
OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS, INTEREST,
EARNINGS OR USE) WHETHER ARISING IN CONTRACT, TORT OR OTHERWISE. EITHER PARTIES TOTAL
AGGREGATE LIABILITY FOR DAMAGES OF ANY KIND TO THE OTHER PARTY SHALL BE LIMITED TO
$250,000.
32. INSURANCE: The following insurance requirements are applicable, in addition to the specific
insurance requirements detailed in Appendix A for services only. The successful firm shall procure and
maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance
shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of
Denton.
A. General Requirements:
i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed
to, as submitted to the City and approved by the City within the procurement process, for the
duration of the Contract, including extension options and hold over periods, and during any
warranty period.
ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements
required to the City as verification of coverage prior to contract execution and within fourteen (14)
calendar days after written request from the City. Failure to provide the required Certificate of
Insurance may subject the Offer to disqualification from consideration for award. The Contractor
must also forward a Certificate of Insurance to the City whenever a previously identified policy
period has expired, or an extension option or hold over period is exercised, as verification of
continuing coverage.
iii. The Contractor shall not commence work until the required insurance is obtained and until such
insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or
decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of
liability on the part of the Contractor.
iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to
the subcontractors commencing work on the project.
v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies
licensed to do business in the State of Texas at the time the policies are issued and shall be written
by companies with A.M. Best ratings of A- VII or better. The City will accept workers’
compensation coverage written by the Texas Workers’ Compensation Insurance Fund.
vi. All endorsements including the City as additional insured, waivers, and notices of cancellation
endorsements as well as the Certificate of Insurance shall contain the solicitation number and the
following information:
City of Denton
Materials Management Department
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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, included in this agreement, 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 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
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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 under
its possession and control 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. RESERVED.
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
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decision-making process of the performance of any solicitation shall have a financial interest, direct or
indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute
impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up
to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of
the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit
the City’s Conflict of Interest Questionnaire.
44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an
employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those
of an independent contractor. The Contractor agrees and understands that the Contract does not grant any
rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax,
withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City
employee benefit. The City shall not have supervision and control of the Contractor or any employee of the
Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the
attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee
under this agreement. The contractor is expressly free to advertise and perform services for other parties while
performing services for the City.
45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the
City and the Contractor and their respective successors and assigns, provided however, that no right or
interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the
prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void
unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on
any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party
beneficiaries to the Contract.
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.
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49. DISPUTE RESOLUTION:
A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate
prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll
the running of a statute of limitations or to seek injunctive relief. Either party may make a written request
for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the
request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior
level individual with decision-making authority regarding the dispute. The purpose of this and any
subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30)
calendar days after such meeting, the 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
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Thanksgiving
Friday After Thanksgiving
Christmas Eve (observed)
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 their 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, 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
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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). In the event that this agreement is subject to Service Contract Labor
Standards, Construction Wage Rate Requirements or other prevailing wage law, and the City did not notify
the Contractor of such requirement, or the government changes the prevailing wage requirements, the City
will honor the Contractor’s request to increase Contractor’s labor rates.
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 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.
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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: Without limiting the application of the Texas Local
Government Code Section 271.152, the Parties expressly agree that no provision of the Contract is in any
way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that
the City of Denton may have by operation of law.
67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents,
statistical records, and any other records or books relating to the performances called for in the Contract.
The Respondent shall retain all such records for a period of four (4) years after the expiration of the
Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are
resolved, whichever period is longer. The Respondent shall grant access to all books, records and
documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental
entity that has authority to review records due to federal funds being spent under the Contract.
68. REMOTE WORK. If required, the City must provide advance written authorization to the
Contractor’s employees to work remotely off-site away from the City’s location. The City is aware
that the remote work location is not a Contractor’s location and is not a managed site by the
Contractor. The City shall provide Contractor’s employees with hardware (if applicable), software,
and network connectivity (such as a Virtual Private Network) to perform the services remotely and
shall be responsible for ensuring any City provided hardware, software, and network meet the
City’s security obligations and measures. The Contractor will not be providing any computers,
equipment, materials or facilities for use under this Agreement.
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.
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1. Final negotiated contract
2. City’s standard terms and conditions
3. Purchase order
4. Contractor 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
INSURANCE REQUIREMENTS
Respondent’s attention is directed to the insurance requirements below. It is highly
recommended that respondents confer with their respective insurance carriers or
brokers to determine in advance of Proposal/Bid submission the availability of insurance
certificates and endorsements as prescribed and provided herein. If an apparent low
respondent fails to comply strictly with the insurance requirements, that respondent may
be disqualified from award of the contract. Upon c o n t r a c t a w a r d , a l l
i n s u r a n c e r e q u i r e m e n t s shall become contractual obligations, which the
successful contractor shall have a duty to maintain throughout the course of this
contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the
Contractor, the Contractor shall provide and maintain until the contracted work
has been completed and accepted by the City of Denton, Owner, the minimum
insurance coverage as indicated hereinafter.
As soon as practicable after notification of contract award, Contractor shall file
with the Purchasing Department satisfactory certificates of insurance including
any applicable addendum or endorsements, containing the contract number and
title of the project. Contractor may, upon written request to the Purchasing
Department, ask for clarification of any insurance requirements at any time;
however, Contractors are strongly advised to make such requests prior to
proposal/bid opening, since the insurance requirements may not be modified
or waived after proposal/bid opening unless a written exception has been
submitted with the proposal/bid. Contractor shall not commence any work
or deliver any material until he or she receives notification that the contract has
been accepted, approved, and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements
shall comply with the following general specifications, and shall be maintained in
compliance with these general specifications throughout the duration of the
Contract, or longer, if so noted:
• Each policy shall be issued by a company authorized to do business in the
State of Texas with an A.M. Best Company rating of at least A- or better.
• Any deductibles or self-insured retentions shall be declared in the proposal. If
requested by the City, the insurer shall reduce or eliminate such deductibles or
self-insured retentions with respect to the City, its officials, agents, employees,
and volunteers; or, the contractor shall procure a bond guaranteeing payment of
losses and related investigations, claim administration and defense expenses.
• Liability policies shall be endorsed to provide the following:
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o Include as Additional Insured the City of Denton, its Officials, Agents,
Employees, and volunteers with regards to Commercial General Liability
and Automobile Liability only.
o That such insurance is primary to any other insurance available to the
Additional Insured with respect to claims covered under the policy and that
this insurance applies separately to each insured against whom claim is
made or suit is brought. The inclusion of more than one insured shall not
operate to increase the insurer's limit of liability.
o Provide a Waiver of Subrogation in favor of the City of Denton, its
officials, agents, employees, and volunteers, except Professional Liability.
• Cancellation: City requires 30 day written notice should any of the
policies described on the certificate be cancelled or if the required coverage
and terms required within this agreement are changed before the expiration
date.
• Should any of the required insurance be provided under a claims made form,
Contractor shall maintain such coverage continuously throughout the term of this
contract and, without lapse, for a period of three years beyond the contract
expiration, such that occurrences arising during the contract term which give rise
to claims made after expiration of the contract shall be covered.
• Should any of the required insurance be provided under a form of coverage that
includes a general annual aggregate limit providing for claims investigation or legal
defense costs to be included in the general annual aggregate limit, the
Contractor shall either double the occurrence limits or obtain Owners and
Contractors Protective Liability Insurance.
• Should any required insurance lapse during the contract term, requests for
payments originating after such lapse shall not be processed until the City
receives satisfactory evidence of reinstated coverage as required by this
contract, effective as of the lapse date. If insurance is not reinstated, City may,
at its sole option, terminate this agreement effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall
additionally comply with the following specifications, and shall be maintained in
compliance with these additional specifications throughout the duration of the
Contract, or longer, if so noted:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
Commercial General Liability Insurance including, but not limited to,
Premises/Operations, Personal & Advertising Injury, Products/Completed
Operations, and Contractual Liability with minimum combined bodily injury
(including death) and property damage limits of $1,000,000.00 per occurrence
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and $2,000,000.00 general aggregate.
B. WORKERS’ COMPENSATION and EMPLOYERS LIABILITY INSURANCE
Workers’ Compensation within the regulations of the Texas Workers’
Compensation Act. The minimum policy limits for Employers Liability are:
Bodily Injury by Accident: $500,000.00 Each Accident
Bodily Injury by Disease: $500,000.00 Each Employee
Bodily Injury by Disease: $500,000.00 Policy Limit
NOTES:
a. If CONTRACTOR will not be providing services under the contract at a City
facility, has no employees and/or is operating as a sole owner and single
operator, CONTRACTOR shall provide a signed letter, with the current date,
on official letterhead stating such to meet the requirement.
b. If CONTRACTOR is a non-subscriber or is self-insured CONTRACTOR
shall provide a copy of its Certificate of Authority to Self-Insure from the
Texas Department of Insurance, Division of Workers’ Compensation Self
Insurance Regulation Program, evidence of alternative coverage and
internal safety and injury coverage policies and procedures.
C. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business Automobile Liability Insurance covering owned, hired, and non-
owned vehicles, with a minimum combined single limit for bodily injury (including
death) and property damage limit of $1,000,000.00 per occurrence.
NOTE:
a. If CONTRACTOR does not have owned, hired and non-owned autos
or vehicles and/or no autos or vehicles will not be used in the
performance of services under the contract, CONTRACTOR shall
provide a signed letter, with the current date, on official letterhead
stating such to meet the requirement for owned autos.
D. PROFESSIONAL LIABILITY INSURANCE
If CONTRACTOR is a licensed or certified person who renders professional
services, then Professional Liability Insurance to provide coverage against any
claim which the CONTRACTOR becomes legally obligated to pay as damages
arising out of the performance of professional services caused by any negligent
error, omission or act; network security and privacy risks, including but not limited to
unauthorized access, failure of security, breach of privacy perils, wrongful disclosure, collection,
or other negligence in the handling of confidential information, privacy perils, and including
coverage for related regulatory defense and penalties with minimum limits of
$1,000,000.00 per claim, $2,000,000.00 annual aggregate.
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E. Professional Technology Errors and Omissions and Cyber Insurance including (but
not limited to) professional liability, and data protection liability coverages (cyber liability)
with limits of not less than $1,000,000 per claim and $2,000,000 aggregate with no
sublimit for loss arising from violations of privacy laws and regulations. Such insurance
shall provide coverage for liabilities resulting from financial loss in connection with the
services provided by TekSystems, Inc under this Agreement as follows: (i) negligent act,
error, or omission, negligent misrepresentation, or any unintentional breach of contract in
rendering or failing to render technology based services; (ii) intellectual property
infringement arising out of software and/or content (excluding patent infringement and
misappropriation of trade secrets); (iii) breaches of security; (iv) violation or infringement
of any right to privacy including any breach of federal, state, or foreign security and/or
privacy laws or regulations; and (v) data theft, damage, destruction, or corruption,
including without limitation, unauthorized access, unauthorized use, identity theft, theft of
personally identifiable information or confidential corporate information, transmission of
a computer virus or other type of malicious code; and participation in a denial of service
attack on a third party. Such insurance shall not have a cyber terrorism exclusion. Such
insurance must address all of the foregoing without limitation if caused by an employee of
TekSystems, Inc. or an independent contractor working on behalf of TekSystems, Inc. in
performing services under this agreement. Policies shall have a worldwide coverage
territoryClaims made forms can be used as long as each policy has a retroactive date prior
to the date of project commencement and such insurance is maintained throughout the term
of this agreement and for at least three (3) years thereafter either through policies in force
or through an extended reporting period. TekSystems, Inc. shall deliver a certificate of
insurance in compliance with these requirements prior to the commencement of services
and upon each policy renewal thereafter.
F. SUBCONTRACTING LIABILITY
For the purpose of this agreement, the definition of Independent Contractors and
Subcontractors are, for all intents and purposes, considered to be synonymous.
(1) Without limiting any of the other obligations or liabilities of the CONTRACTOR,
the CONTRACTOR shall require each Subcontractor performing work under the
contract, at the Subcontractor's own expense, to maintain during the engagement
with the CITY, types and limits of insurance that are appropriate for the
services/work being performed, comply with all applicable laws and are consistent
with industry standards. The Subcontractor’s liability insurance shall include
CONTRACTOR as an additional insured.
(2) CONTRACTOR shall obtain and monitor the certificates of insurance from each
Subcontractor. CONTRACTOR must retain the certificates of insurance for the
duration of the contract and shall have the responsibility of enforcing insurance
requirements among its subcontractors. The CITY shall be entitled, upon request
and without expense, to receive copies of these certificates.
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ADDENDUM
This ADDENDUM made on this day of , 20 , as part of the SERVICES AGREEMENT (“Agreement”) made on
the of , 20 (executed by and ), by and between TEKsystems, Inc. (“TEKsystems”), and
(“Client”).
Client has requested to perform applicant Fingerprinting on those TEKsystems temporary employee applicants seeking
temporary assignments with Client and agrees to solely and exclusively make the decision as to whether TEKsystems
applicants meet Client’s hiring criteria for assignment to Client, and Client also agrees to comply with the Equal Employment
Opportunity Commissions’ (EEOC) April 2012 Enforcement Guidance on the Consideration of Arrest and Conviction Records
in Employment Decisions Under Title VII of the Civil Rights Act of 1964 regarding the use of criminal convictions.
Client agrees to maintain the confidentiality of the reports it will review, and to fully comply with all applicable laws,
including but not limited to the Fair Credit Reporting Act (“FCRA”), when acting pursuant to this Addendum. Compliance
with the FCRA includes, but is not limited to, obtaining written authorization prior to performing fingerprinting and
administering the pre and final adverse action process should adverse action be taken against any TEKsystems temporary
employee applicant as a result of fingerprinting. TEKsystems 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
TEKsystems to the City of Denton shall become property of the City upon receipt. Any portions of such material claimed by
TEKsystems 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.
IN WITNESS WHEREOF, the parties have executed this Agreement, under seal, the day of the first year above written.
AGREED AND ACCEPTED:
TEKsystems, Inc.: Client:
TEKsystems Representative Name
Client Representative name
TEKsystems Representative Signature
Client Representative Signature
Date
Date
Exhibit F- TEKSystems Fingerprinting Addendum
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6/18/2024
Travonne Crayton
24JULY
JUL
Y
07/16/2024
24
16th
Sara Hensley
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Exhibit G
7434 INFORMATION TECHNOLOGY STAFF
AUGMENTATION SERVICES
CONFIDENTIALITY AGREEMENT FOR CONTRACTOR
This Confidentiality and Non-Disclosure Agreement (“Agreement”), dated as of
________________, is by and between TEKSYSTEMS INC., a Texas Corporation with its principal business
address of 7437 Race Road, Hanover, MD 21076 (“Contractor”), and the City of Denton, a Texas a home-rule
municipal corporation with its principal office at 215 E. McKinney St., Denton, Texas 76201 (“Denton”) ,
referred to collectively as “Parties” and individually as a “Party.”
WHEREAS, Denton solicited proposals for Staff Augmentation Services and TEKSYSTEMS INC.,
is a respondent, the Parties have desire to for IT staff augmentation to work closely with Denton staff, and as a
result, it is deemed desirable by Denton disclose certain information to the other Party;
WHEREAS, it is a condition to the disclosure of such information that Contractor enter into this
Agreement to evidence the Parties' undertakings and agreement with respect to the treatment as confidential,
and the control and use of, information that may be furnished by and between Denton; and
NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants contained
herein and other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,
the Parties hereby mutually agree as follows:
1. Defined Terms. As used in this Agreement each of the following terms shall have the meaning
assigned to such term as set forth below:
1.1. “Affiliate” means any Person that directly or indirectly (through one or more
intermediaries) controls or is controlled by or is under common control with the relevant Person specified
herein.
1.2. “Confidential Information” means (a) all information, whether of a business,
technical, engineering, economic or other nature and regardless of the form or format in which it is
communicated or maintained, relating to Denton, its Affiliates and/or the Project that is provided to Contractor
or any of its Representatives by Denton or any of its Representatives, (b) all data, sketches, drawings, reports,
analysis, compilations, studies and notes containing or reflecting Confidential Information, regardless of who
prepares such materials, and (c) the fact that the Confidential Information has been made available to or is being
inspected or evaluated by Contractor, except that Confidential Information shall not include:
(i) information that was already in Contractor's or its Affiliates' possession on a non-
confidential basis prior to disclosure hereunder;
(ii) information which prior to disclosure was already in the public domain, or which after
disclosure entered the public domain other than by a breach of this Agreement by
Contractor or any of its Representatives; and
(iii) information which was received from a third party which Contractor reasonably
believes was not and is not violating an obligation of confidentiality to Denton or its
Affiliates; provided that use or disclosure by the Contractor of information which
Contractor obtains in the manner described by this Section 1.2(iii) does not violate
any of the terms under which it was disclosed by said third party.
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1.3. “Person” means any natural person, corporation, company, partnership, limited
liability company, joint venture, trust, organization, association, sole proprietorship, or other juridical person.
1.4. “Representatives” shall mean, with respect to either Party hereto, such Party’s
affiliates, officers, directors, partners, members, employees, agents, trustees, potential and existing lenders,
potential and existing investors, potential and existing equity providers, security holders, others providing
financing or refinancing and the consultants and advisors (including, without limitation, financial advisors,
counsel and accountants, and each of their respective advisors) of such Party.
2. Restrictions on Disclosure and Use of Confidential Information.
2.1. Contractor agrees to, and to cause its Representatives to, treat all Confidential
Information as confidential and secret and comply with the terms and conditions contained herein. Contractor
shall not, and shall not permit its Representatives to, disclose Confidential Information to any Person (except
as set forth in this Section 2), without the prior written consent of Denton
2.2. Without the prior written consent of Denton, Contractor shall not, and shall not permit
its Representatives to, make any use whatsoever of the Confidential Information other than as may be necessary
for the purpose referenced above in connection with the project.
2.3. Except as set forth in Section 2.4, Contractor shall only disclose Confidential
Information to those of its Representatives, or other Persons that are concerned with the project and whose
knowledge of such Confidential Information is necessary or advisable for such purpose. Each such Person
receiving Confidential Information from Contractor shall have the same obligations with respect to such
Confidential Information as Contractor hereunder, and Contractor shall so instruct each such Person receiving
Confidential Information and shall use all reasonable efforts to prevent and prosecute unauthorized use or
disclosure of Confidential Information by such Persons. Contractor shall be liable to Denton for any breach of
such obligations by any such Persons.
2.4. It shall not be a breach of the Agreement for Contractor or any of its Representatives
to disclose Confidential Information in the event that the disclosure is compelled by applicable law or
regulation. Provided however that such disclosure is narrowly tailored to the request made under authority.
Examples include but are not limited to depositions, interrogatories, requests for information or documents in
legal proceedings, subpoenas or similar processes in connection with any proceeding where disclosure is legally
compelled. Contractor shall provide Denton with prompt written notice once it is aware that it is required to
make such a disclosure as required by law or regulation so as to enable Denton to seek a protective order or
other appropriate remedy or waive compliance with this Agreement.
3. Safekeeping and Return of Confidential Information.
3.1. Contractor shall take all reasonable steps to prevent the unauthorized use, distribution
or reproduction of all copies of written materials relating to or containing any part of Confidential Information,
including all sketches, drawings, reports, analysis, compilations, studies and notes, and all copies,
reproductions, reprints and translations thereof. Contractor shall not, and shall not permit its Representatives
to, directly or indirectly, duplicate or otherwise reproduce, in whole or in part, such Confidential Information
in any manner inconsistent with the terms hereof.
3.2. Contractor shall return to Denton, within ten (10) days after receipt of such a request
by Denton, all materials containing or reflecting Confidential Information that are in the possession of
Contractor and its Representatives, without retaining copies. Notwithstanding the foregoing, Contractor may
retain such materials to the extent required by applicable law in the reasonable opinion of counsel to Contractor
and may also retain reports, analysis, compilations, studies, notes or other documents or records prepared by
Contractor which contain or otherwise reflect or are generated from Confidential Information, provided,
however, Contractor shall keep all such copies confidential in accordance with this Agreement and such
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obligation shall survive the termination of this Agreement. Notwithstanding the return of such materials,
Contractor and its Representatives shall continue to be bound by the obligations of confidentiality and other
obligations hereunder.
4. Notice. Contractor understands that Denton will execute separate confidentiality agreements
with each of Contractor’s independent contractors, but all required notices hereunder will only be sent to
Contractor. Contractor hereby agrees to circulate any such notice to all relevant independent contractors. All
notices, requests, consents, waivers and other communications required, permitted or desired to be given
hereunder or by law to be served upon or given to a Party by any other Party shall be deemed duly served and
given when received after being delivered by hand, courier or facsimile or sent by registered or certified mail,
return receipt requested, postage prepaid, addressed as follows:
If to TEKSYSTEMS:
TEKSYSTEMS, INC.
Attn: Legal/Contracts
7437 Race Road, Hanover,
MD 21076
Email: legalnotices@teksystems.com
If to City of Denton generally:
Attention: Purchasing Manager
901B Texas St
Denton, TX 76209
Telephone: (940) 349-700
If to Denton Technology Services:
Attn: Chief Technology Officer
601 E Hickory St #A
Denton, TX 76205
Tel: (940) 349 - 7823
Each Party may change its address for the purpose of this section by giving written notice of such change to
the other Party in the manner provided in this section.
5. Term. This Agreement and the obligations of confidentiality undertaken hereby shall remain
in full force and effect for a period from the date of this Agreement until the end of two (2) years after the date
of the agreement executed in connection with Request for Proposals File Number 7434.
6. No Waiver; Amendments. No failure or delay by Denton in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any right, power or privilege hereunder. Any
modification of, and amendment to, this Agreement and any waiver of any provision of this Agreement must
be in writing signed by the Parties.
7. Governing Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Texas without reference to the conflict of laws or principles thereof.
8. Severability. If any provision of this Agreement is held to be illegal, invalid or unenforceable
under present or future laws, such provision shall be fully severable and this Agreement shall be construed and
enforced as if such illegal, invalid or unenforceable provision had never comprised a part of this Agreement,
and the remaining provisions of this Agreement shall remain in full force and effect and shall not be affected
by the illegal, invalid or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu
of such illegal, invalid or unenforceable provision, there shall be added automatically as a part of this
Agreement a provision as similar in its terms to such illegal, invalid or unenforceable provision as may be
possible and be legal, valid and enforceable.
9. Remedies. It is agreed that each Party shall be entitled to relief both at law and in equity,
including, but not limited to injunctive relief and specific performance, in the event of any breach or anticipated
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breach of this Agreement, without proof of any actual or special damages. Contractor agrees to pay the costs
and expenses (including reasonable attorneys' fees and expenses) incurred by Denton and its Affiliates in
successfully enforcing any of the terms of this Agreement or proving that Contractor or any of its
Representatives breached any of the terms of this Agreement.
10. Successors and Assigns. Neither Party may assign this Agreement nor any of its rights
hereunder except with the prior written consent of the other Party and except that either Party may, without the
consent of the other Party, assign this Agreement and the rights hereunder to any of its Affiliates that own an
interest in the Project. This Agreement shall be binding upon and inure to the benefit of the successors and
permitted assigns of the Parties.
11. No Obligation or Joint Venture. The Parties agree that unless and until a definitive agreement
has been executed and delivered, no contract or agreement providing for a business relationship between the
Parties shall be deemed to exist between the Parties, and neither Party will be under any legal obligation of any
kind whatsoever with respect to such relationship by virtue of this Agreement or any written or oral expression
thereof, except, in the case of this Agreement, for the matters specifically agreed to herein. For purposes of
this Agreement, the term “definitive agreement” does not include an executed letter of intent or any other
preliminary written agreement or offer, unless specifically so designated in writing and executed by both
Parties. This Agreement does not obligate either Party to deal exclusively with the other Party.
12. Counterparts. This Agreement may be executed in multiple counterparts, each of which shall
be deemed an original, and all of which together shall constitute one and the same instrument. Any executed
counterpart transmitted by facsimile or similar transmission by any Party shall be deemed an original and shall
be binding upon such Party.
13. No Warranty. The Parties hereby acknowledge that neither Party, nor any of its
representatives, agents, affiliates or assigns makes any representations or warranties whatsoever concerning the
accuracy, completeness or correctness of the Confidential Information supplied hereunder, nor must such
representation or warranty be implied.
14. Entire Agreement. This Agreement represents the entire agreement between the Parties with
respect to the subject matter hereof and supersedes all prior agreements, whether oral or written.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written
above.
CONTRACTOR
TEKSYSTEMS, INC.
By: ________________________________
Name: _____________________________
Title: ______________________________
CITY OF DENTON
By:
Name: _______________________________
Title: _______________________________
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Exhibit *
7434 INFORMATION TECHNOLOGY STAFF
AUGMENTATION SERVICES
CONFIDENTIALITY AGREEMENT FOR
EMPLOYEE/INDEPENDENT CONTRACTOR
This Confidentiality and Non-Disclosure Agreement (“Agreement”), dated as of
_______________, is by and between _________________________, an independent contractor of
TEKSYSTEMS, INC., a Texas Corporation with its principal business address of 7437 Race Road Hanover,
MD 21076 (such independent contractor “Contractor” and such entity “Company”), and the City of Denton,
a Texas a home-rule municipal corporation with its principal office at 215 E. McKinney St., Denton, Texas
76201 (“Denton”) , referred to collectively as “Parties” and individually as a “Party.”
WHEREAS, Denton solicited proposals for Staff Augmentation Services and TEKSYSEMS INC.,
is a respondent, the Parties have desire to for IT staff augmentation to work closely with Denton staff, and
as a result, it is deemed desirable by Denton disclose certain information to the other Party;
WHEREAS, it is a condition to the disclosure of such information that Contractor enter into this
Agreement to evidence the Parties' undertakings and agreement with respect to the treatment as confidential,
and the control and use of, information that may be furnished by and between Denton; and
NOW, THEREFORE, in consideration of the foregoing premises, the mutual covenants contained
herein and other good and valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the Parties hereby mutually agree as follows:
1. Defined Terms. As used in this Agreement each of the following terms shall have the
meaning assigned to such term as set forth below:
1.1. “Affiliate” means any Person that directly or indirectly (through one or more
intermediaries) controls or is controlled by or is under common control with the relevant Person specified
herein.
1.2. “Confidential Information” means (a) all information, whether of a business,
technical, engineering, economic or other nature and regardless of the form or format in which it is
communicated or maintained, relating to Denton, its Affiliates and/or the Project that is provided to
Contractor or any of its Representatives by Denton or any of its Representatives, (b) all data, sketches,
drawings, reports, analysis, compilations, studies and notes containing or reflecting Confidential
Information, regardless of who prepares such materials, and (c) the fact that the Confidential Information
has been made available to or is being inspected or evaluated by Contractor, except that Confidential
Information shall not include:
(i) information that was already in Contractor’s possession on a non-confidential basis
prior to disclosure hereunder;
(ii) information which prior to disclosure was already in the public domain, or which
after disclosure entered the public domain other than by a breach of this Agreement
by Contractor, Company, or any of its Representatives; and
(iii)information which was received from a third party which Contractor reasonably
believes was not and is not violating an obligation of confidentiality to Denton or
its Affiliates; provided that use or disclosure by the Contractor of information
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which Contractor obtains in the manner described by this Section 1.2(iii) does not
violate any of the terms under which it was disclosed by said third party.
1.3. “Person” means any natural person, corporation, company, partnership, limited
liability company, joint venture, trust, organization, association, sole proprietorship, or other juridical
person.
1.4. “Representatives” shall mean, with respect to either Party hereto, such Party’s
affiliates, officers, directors, partners, members, employees, agents, trustees, potential and existing lenders,
potential and existing investors, potential and existing equity providers, security holders, others providing
financing or refinancing and the consultants and advisors (including, without limitation, financial advisors,
counsel and accountants, and each of their respective advisors) of such Party.
2. Restrictions on Disclosure and Use of Confidential Information.
2.1. Contractor agrees to treat all Confidential Information as confidential and secret
and comply with the terms and conditions contained herein. Contractor shall not, disclose Confidential
Information to any Person (except as set forth in this Section 2), without the prior written consent of Denton
2.2. Without the prior written consent of Denton, Contractor shall not, make any use
whatsoever of the Confidential Information other than as may be necessary for the purpose referenced above
in connection with the project.
2.4. It shall not be a breach of the Agreement for Contractor to disclose Confidential
Information in the event that the disclosure is compelled by applicable law or regulation. Provided however
that such disclosure is narrowly tailored to the request made under authority. Examples include but are not
limited to depositions, interrogatories, requests for information or documents in legal proceedings,
subpoenas or similar processes in connection with any proceeding where disclosure is legally compelled.
Contractor shall provide Denton with prompt written notice once it is aware that it is required to make such
a disclosure as required by law or regulation so as to enable Denton to seek a protective order or other
appropriate remedy or waive compliance with this Agreement.
3. Safekeeping and Return of Confidential Information.
3.1. Contractor shall take all reasonable steps to prevent the unauthorized use,
distribution or reproduction of all copies of written materials relating to or containing any part of
Confidential Information, including all sketches, drawings, reports, analysis, compilations, studies and
notes, and all copies, reproductions, reprints and translations thereof. Contractor shall not, directly or
indirectly, duplicate or otherwise reproduce, in whole or in part, such Confidential Information in any
manner inconsistent with the terms hereof.
3.2. Contractor shall return to Denton, within ten (10) days after receipt of such a
request by Denton, all materials containing or reflecting Confidential Information that are in the possession
of Contractor, without retaining copies. Notwithstanding the foregoing, Contractor may retain such
materials to the extent required by applicable law in the reasonable opinion of counsel to Contractor and
may also retain reports, analysis, compilations, studies, notes or other documents or records prepared by
Contractor which contain or otherwise reflect or are generated from Confidential Information, provided,
however, Contractor shall keep all such copies confidential in accordance with this Agreement and such
obligation shall survive the termination of this Agreement. Notwithstanding the return of such materials,
Contractor shall continue to be bound by the obligations of confidentiality and other obligations hereunder.
4. Notice. All notices, requests, consents, waivers and other communications required,
permitted or desired to be given hereunder or by law to be served upon or given to a Party by any other
Party shall be deemed duly served and given when received after being delivered by hand, courier or
Docusign Envelope ID: D7CBD3A1-33D5-4BA0-A9EE-04307778646C
File 8503
facsimile or sent by registered or certified mail, return receipt requested, postage prepaid, addressed as
follows; provided, however, that Denton shall give notice to Company and Company is obligated to provide
an required notice to Contractor:
If to TEKSYSTEMS
TEKSYSTEMS, INC.
Attn: Jeff Clark
2400 Dallas Pkwy Suite 220
Plano, TX 75093
Telephone: (972) 467- 6007
If to City of Denton generally:
Attention: Purchasing Manager
901B Texas St
Denton, TX 76209
Telephone: (940) 349-700
If to Denton Technology Services:
Attn: Chief Technology Officer
601 E Hickory St #A
Denton, TX 76205
Tel: (940) 349 - 7823
Each Party may change its address for the purpose of this section by giving written notice of such change
to the other Party in the manner provided in this section.
5. Term. This Agreement and the obligations of confidentiality undertaken hereby shall
remain in full force and effect for a period from the date of this Agreement until the end of two (2) years
after the date of the agreement executed in connection with Request for Proposals File Number 7434.
6. No Waiver; Amendments. No failure or delay by Denton in exercising any right, power or
privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude
any other or further exercise thereof or the exercise of any right, power or privilege hereunder. Any
modification of, and amendment to, this Agreement and any waiver of any provision of this Agreement
must be in writing signed by the Parties.
7. Governing Law. This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Texas without reference to the conflict of laws or principles thereof.
8. Severability. If any provision of this Agreement is held to be illegal, invalid or
unenforceable under present or future laws, such provision shall be fully severable and this Agreement shall
be construed and enforced as if such illegal, invalid or unenforceable provision had never comprised a part
of this Agreement, and the remaining provisions of this Agreement shall remain in full force and effect and
shall not be affected by the illegal, invalid or unenforceable provision or by its severance from this
Agreement. Furthermore, in lieu of such illegal, invalid or unenforceable provision, there shall be added
automatically as a part of this Agreement a provision as similar in its terms to such illegal, invalid or
unenforceable provision as may be possible and be legal, valid and enforceable.
9. Remedies. It is agreed that each Party shall be entitled to relief both at law and in equity,
including, but not limited to injunctive relief and specific performance, in the event of any breach or
anticipated breach of this Agreement, without proof of any actual or special damages. Contractor agrees to
pay the costs and expenses (including reasonable attorneys' fees and expenses) incurred by Denton and its
Affiliates in successfully enforcing any of the terms of this Agreement or proving that Contractor or any of
its Representatives breached any of the terms of this Agreement.
10. Successors and Assigns. Neither Party may assign this Agreement nor any of its rights
hereunder except with the prior written consent of the other Party and except that either Party may, without
the consent of the other Party, assign this Agreement and the rights hereunder to any of its Affiliates that
Docusign Envelope ID: D7CBD3A1-33D5-4BA0-A9EE-04307778646C
File 8503
own an interest in the Project. This Agreement shall be binding upon and inure to the benefit of the
successors and permitted assigns of the Parties.
11. No Obligation or Joint Venture. The Parties agree that unless and until a definitive
agreement has been executed and delivered, no contract or agreement providing for a business relationship
between the Parties shall be deemed to exist between the Parties, and neither Party will be under any legal
obligation of any kind whatsoever with respect to such relationship by virtue of this Agreement or any
written or oral expression thereof, except, in the case of this Agreement, for the matters specifically agreed
to herein. For purposes of this Agreement, the term “definitive agreement” does not include an executed
letter of intent or any other preliminary written agreement or offer, unless specifically so designated in
writing and executed by both Parties. This Agreement does not obligate either Party to deal exclusively
with the other Party.
12. Counterparts. This Agreement may be executed in multiple counterparts, each of which
shall be deemed an original, and all of which together shall constitute one and the same instrument. Any
executed counterpart transmitted by facsimile or similar transmission by any Party shall be deemed an
original and shall be binding upon such Party.
13. No Warranty. The Parties hereby acknowledge that neither Party, nor any of its
representatives, agents, affiliates or assigns makes any representations or warranties whatsoever concerning
the accuracy, completeness or correctness of the Confidential Information supplied hereunder, nor must
such representation or warranty be implied.
14. Entire Agreement. This Agreement represents the entire agreement between the Parties
with respect to the subject matter hereof and supersedes all prior agreements, whether oral or written.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written
above.
EMPLOYEE/INDEPENDENT
CONTRACTOR
By: _____
Name: _____________________________
Title: ______________________________
CITY OF DENTON
By:
Name: _______________________________
Title: _______________________________
Docusign Envelope ID: D7CBD3A1-33D5-4BA0-A9EE-04307778646C
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) and by City of Denton
Ethics Code, Ordinance 18-757.
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
Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section
176.003(a)(2)(A). Also describe any family relations hip with the local government 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 176.00 1(1-a), Local Government Code.
Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in
this section AND the taxable income is not received from the local governmental entity?
Yes No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer
or director, or holds an ownership of one percent or more?
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
Docusign Envelope ID: D7CBD3A1-33D5-4BA0-A9EE-04307778646C
TEKSYSTEMS, INC.
Exhibit H- Form CIQ
X
X
6/18/2024
X
X
X
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy
reference, below are some of the sections cited on this form.
Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the
parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local
governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by,
and reporting to, that agency.
Local Government Code § 176.003(a)(2)(A) and (B):
(A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a family member of the officer that
results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during
the 12-month period preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more
than $100 in the 12-month period preceding the date the officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code § 176.006(a) and (a-1)
(a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member
of the officer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the
aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day
after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental entity; or
(B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another
writing related to a potential contract with the local governmental entity; or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a family member of the officer,
described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local government officer.
City of Denton Ethics Code Ordinance Number 18-757
Definitions:
Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption)
City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning
and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board
Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition
does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use.
Per the City of Denton Ethics Code, Section 2-273. – Prohibitions
(3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts
cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year.
Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility
If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed
ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015
Docusign Envelope ID: D7CBD3A1-33D5-4BA0-A9EE-04307778646C
Certificate Of Completion
Envelope Id: D7CBD3A133D54BA0A9EE04307778646C Status: Completed
Subject: Please DocuSign: City Council Contract 8503 IT Staff Augmentation Services
Source Envelope:
Document Pages: 36 Signatures: 8 Envelope Originator:
Certificate Pages: 6 Initials: 1 Gabby Leeper
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
Gabby.Leeper@cityofdenton.com
IP Address: 198.49.140.10
Record Tracking
Status: Original
6/13/2024 3:26:31 PM
Holder: Gabby Leeper
Gabby.Leeper@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Gabby Leeper
gabby.leeper@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 6/13/2024 3:50:24 PM
Viewed: 6/13/2024 3:50:49 PM
Signed: 6/13/2024 3:51:37 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: 6/13/2024 3:51:40 PM
Viewed: 6/13/2024 3:59:37 PM
Signed: 6/13/2024 4:02:05 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Marcella Lunn
marcella.lunn@cityofdenton.com
Senior Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 6/13/2024 4:02:08 PM
Viewed: 6/13/2024 4:44:37 PM
Signed: 6/13/2024 4:50:31 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Travonne Crayton
tcrayton@teksystems.com
Senior Manager Operations Support
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 216.152.105.21
Sent: 6/13/2024 4:50:36 PM
Resent: 6/17/2024 11:13:58 AM
Viewed: 6/17/2024 2:42:42 PM
Signed: 6/18/2024 7:36:19 AM
Electronic Record and Signature Disclosure:
Accepted: 6/17/2024 2:42:42 PM
ID: e5959357-ad5f-46ab-9b32-a2b4fb5afa6d
Signer Events Signature Timestamp
Leisha Meine
leisha.meine@cityofdenton.com
Chief Technology Officer
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 6/18/2024 7:36:23 AM
Viewed: 6/18/2024 10:05:03 AM
Signed: 6/18/2024 10:05:23 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 6/18/2024 10:05:27 AM
Viewed: 7/17/2024 9:47:54 AM
Signed: 7/17/2024 9:52:13 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: 47.190.47.120
Signed using mobile
Sent: 7/17/2024 9:52:17 AM
Viewed: 7/17/2024 9:53:54 AM
Signed: 7/17/2024 9:54:01 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lauren Thoden
lauren.thoden@cityofdenton.com
City Secretary
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 7/17/2024 9:54:04 AM
Viewed: 7/17/2024 11:11:52 AM
Signed: 7/17/2024 11:12:40 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
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: 6/13/2024 3:51:39 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: 6/18/2024 10:05:27 AM
Viewed: 6/18/2024 2:55:27 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 7/17/2024 11:12:44 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Stephanie Padgett
Stephanie.Padgett@cityofdenton.com
TS Administration Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 7/17/2024 11:12:46 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 6/13/2024 3:50:25 PM
Envelope Updated Security Checked 6/13/2024 4:05:53 PM
Envelope Updated Security Checked 6/17/2024 11:13:57 AM
Envelope Updated Security Checked 6/17/2024 11:13:57 AM
Envelope Updated Security Checked 6/17/2024 11:13:57 AM
Certified Delivered Security Checked 7/17/2024 11:11:52 AM
Signing Complete Security Checked 7/17/2024 11:12:40 AM
Completed Security Checked 7/17/2024 11:12:46 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
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Travonne Crayton
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
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print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.