8710 - 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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Inmate Telephone Services
Yes
RFP 8710
Ginny Brummett
MARCH 4, 2030
MARCH 4, 2025
25-383
Contract 8710
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND CROWN CORRECTIONAL TELEPHONE, INC.
(Contract #8710)
THIS CONTRACT is made and entered into this date _______________________, by
and between Crown Correctional Telephone, Inc., a Texas corporation, whose address 410 W.
19th Street, Clifton, TX 76634, 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 their 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 shall provide services in accordance with the City’s RFP 8710-Inmate
Telephone Services, a copy of which is on file at the office of Purchasing Agent and incorporated
herein for all purposes. The Contract consists of this written agreement and the following items
which are attached hereto, or on file, and incorporated herein by reference:
(a) Special Terms and Conditions (Exhibit “A”);
(b) City of Denton’s RFP 8710 (the “Solicitation”) (Exhibit “B” on file at the office
of the Purchasing Agent);
(c) City of Denton Standard Terms and Conditions (Exhibit “C”);
(d) Certificate of Interested Parties Electronic Filing (Exhibit “D”).
(e) Insurance Requirements (Exhibit “E”).
(f) Contractor’s Proposal (“Contractor’s Offer”) (Exhibit “F”).
(g) Form CIQ – Conflict of Interest Questionnaire (Exhibit “G”)
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 (2) will not boycott Israel
during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed
to those terms in Section 808.001 of the Texas Government Code. By signing this Contract, Contractor
certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the Contract. Failure to meet or maintain
the requirements under this provision will be considered a material breach.
Prohibition on Contracts with Companies Boycotting Certain Energy Companies
Contractor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
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Contract 8710
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 Contract. 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
Contract, 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 this 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
Section 2252 of the Texas Government Code restricts City from contracting with companies that do
business with Iran, Sudan, or a foreign terrorist organization. By signing this Contract, Contractor certifies
that Contractor’s signature provides written verification to the City that Contractor, pursuant to Chapter
2252, is not ineligible to enter into this Contract and will not become ineligible to receive payments under
this Contract by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or
maintain the requirements under this provision will be considered a material breach.
Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned
Companies
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 2275, 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 Contract in the year
and day first above written.
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Contract 8710
CONTRACTOR
BY: ______________________________
AUTHORIZED SIGNATURE
Printed Name: ________________________
Title: _______________________________
PHONE NUMBER
_________________________________
EMAIL ADDRESS
____2025-_________________________
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
ATTEST: CITY OF DENTON, TEXAS
LAUREN THODEN, CITY SECRETARY
BY: __________________________________ BY: _____________________________
SARA HENSLEY
CITY MANAGER
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
BY: _______________________________
THIS CONTRACT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
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1256770
Derrick Ploutz
254-708-0087
derrick@crownphoneservice.com
Director of Sales
Denton Police Department
Jessica Robledo
Chief
Contract 8710
Exhibit A
SPECIAL TERMS AND CONDITIONS
1. Contract Terms
The contract term will be three (3) year, effective from date of award. The City and the Supplier
shall have the option to renew this contract for an additional two (2) one-year periods.
The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall
automatically renew each year, from the date of award by City Council. The Supplier’s request to
not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior
to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may
be further extended as needed, not to exceed a total of six (6) months.
2. Price Escalation and De-escalation
On Supplier’s request in the form stated herein, the City will implement an escalation/de-
escalation price adjustment annually based on these special terms. Any request for price
adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer
Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not
exceed +/- 8% for any individual year. The escalation will be determined annually at the
renewal date. The price will be increased or decreased based upon the annual percentage change
in the PPI or the percentage change in the manufacturer’s price list. Should the PPI or
manufacturer price list change exceed a minimum threshold value of +/-1%, then the stated
eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8%
limit per year. The supplier should provide documentation as percentage of each cost associated
with the unit prices quoted for consideration.
Request must be submitted in writing with supporting evidence for need of such increase to the
Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must
also provide supporting documentation as justification for the request. If no request is made, then
it will be assumed that the current contract price will be in effect.
Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation
as competitive with the general market price at the time and become effective upon the renewal
date of the contract award or reject the increases within 30 calendar days after receipt of a
properly submitted request. If a properly submitted increase is rejected, the Contractor may
request cancellation of such items from the Contract by giving the City of Denton written notice.
Cancellation will not go into effect for 15 calendar days after a determination has been issued.
Pre-price increase prices must be honored on orders dated up to the official date of the City of
Denton approval and/or cancellation.
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Contract 8710
The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation
number.
The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes.
3. Performance Liquidated Damages
The Contractor shall incur contractual payment losses, as initiated by the City for performance that
falls short of specified performance standards as outlined below:
Delivery beyond contracted lead times
Performance below contracted levels (services only)
The Contractor shall be assessed a one (1%) percent fee each month when any one of the
performance standards outlined above are not met in full. The Contractor shall be assessed a two
(2%) percent profit fee each month when any two (2) or more performance standards outlined
above are not met in full. At the end of each month, the City will review the monthly reports and
determine the percentage of penalty to be assessed to the Contractor’s monthly profit margin.
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Contract 8710
Exhibit B
City of Denton’s RFP-8710
On File at the Office of the Purchasing Agent
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Contract 8710
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. Any deviations must be in
writing and signed by a representative of the City’s Procurement Department and the Contractor.
No Terms and Conditions contained in the seller’s proposal response, invoice, or statement shall
serve to modify the terms set forth herein. If there is a conflict between the provisions on the face
of the contract/purchase order these written provisions will take precedence.
The Contractor agrees that the Contract shall be governed by the following terms and conditions
unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the Contract,
Sections 3, 4, 5, 6, 7, 8, 20, and 21 shall apply only to a solicitation to purchase goods, and sections
9, 10, 11, and 22 shall apply only to a solicitation to purchase services to be performed principally
at the City’s premises or on public rights-of-way.
1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all
deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with
the terms, covenants, and conditions of the Contract and all applicable federal, State, and local
laws, rules, and regulations.
2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation or Exhibit A, this
Contract shall be effective as of the date this Contract is signed by the City and shall continue in
effect until all obligations are performed in accordance with the Contract.
3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package
deliverables in accordance with good commercial practice and shall include a packing list showing
the description of each item, the quantity and unit price unless otherwise provided in the
Solicitation or Contractor’s Offer, each shipping container shall be clearly and permanently
marked as follows: (a) The Contractor’s name and address, (b) the City’s name, address, purchase
order or purchase release number, and the price agreement number, if applicable, (c) container
number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container
bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably
packed to secure lowest transportation costs and to conform to all the requirements of common
carriers and any applicable specification. The City’s count or weight shall be final and conclusive
on shipments not accompanied by packing lists.
4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to
ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of
deliverables.
5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City
only when the City actually receives and accepts the deliverables.
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6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be
shipped F.O.B. point of delivery unless otherwise specified in the Solicitation or Contractor’s
Offer. Unless otherwise stated in the Contractor’s Offer, the Contractor’s price shall be deemed to
include all delivery and transportation charges. The City shall have the right to designate what
method of transportation shall be used to ship the deliverables. The place of delivery shall be that
set forth in the purchase order.
7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under
law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at
delivery before accepting them, and to reject defective or non-conforming deliverables. If the City
has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the
deliverables at the Contractor’s, or the Contractor’s Subcontractor’s, premises, the Contractor shall
furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance
to the City to facilitate such inspection.
8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables
must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity.
Any non-complying tender shall constitute a breach and the Contractor shall not have the right to
substitute a conforming tender; provided, where the time for performance has not yet expired, the
Contractor may notify the City of the intention to cure and may then make a conforming tender
within the time allotted in the contract to perform but not afterward. If, instead of requiring
immediate correction or removal and replacement of defective or non-conforming deliverables,
the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses
and damages attributable to the City’s evaluation of and determination to accept such defective or
non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may
deduct such amounts as are necessary to compensate the City for the diminished value of the
defective or non-conforming deliverables. If the acceptance occurs after final payment, such
amount will be refunded to the City by the Contractor.
9. PLACE AND CONDITION OF WORK: This paragraph only applies to the purchase of
services to be primarily performed at the City’s premises or on City property/right-of-way. The
City shall provide the Contractor access to the sites where the Contractor is to perform the services
as required in order for the Contractor to perform the services in a timely and efficient manner, in
accordance with and subject to the applicable security laws, rules, and regulations. The Contractor
acknowledges that it has satisfied itself as to the nature of the City’s service requirements and
specifications, the location and essential characteristics of the work sites, the quality and quantity
of materials, equipment, labor and facilities necessary to perform the services, and any other
condition or state of fact which could in any way affect performance of the Contractor’s obligations
under the Contract. The Contractor hereby releases and holds the City harmless from and against
any liability or claim for damages of any kind or nature if the actual site or service conditions differ
from expected conditions.
The Contractor shall, at all times, exercise reasonable precautions for the safety of their employees,
City Staff, participants and others on or near the City’s facilities.
10. WORKFORCE This paragraph only applies to the purchase of services to be primarily
performed at the City’s premises or on City property/right-of-way.
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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 (1)
while engaged in, participating, or responding to a solicitation; or (2) while in the course and scope
of delivering goods or services under a City of Denton contract; or (3) 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.
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, 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, AND SHALL
INDEMNIFY AND HOLD THE CITY HARMLESS FROM ANY ACTION ARISING RELATED THERETO.
11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL
REGULATIONS: This paragraph only applies to the purchase of services to be primarily
performed at the City’s premises or on City property/right-of-way. The Contractor, its
Subcontractors, and their respective employees, shall comply fully with all applicable federal,
state, and local health, safety, and environmental laws, ordinances, rules, and regulations in the
performance of the services, including but not limited to those promulgated by the City and by the
Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent
safety requirement shall govern. THE CONTRACTOR SHALL INDEMNIFY AND HOLD THE CITY
HARMLESS FROM AND AGAINST ALL CLAIMS, DEMANDS, SUITS, ACTIONS, JUDGMENTS, FINES,
PENALTIES AND LIABILITY OF EVERY KIND ARISING FROM THE BREACH OF THE CONTRACTOR’S
OBLIGATIONS UNDER THIS PARAGRAPH.
Environmental Protection: The Contractor shall be in compliance with all applicable standards,
orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et
seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.).
12. INVOICES:
A. The Contractor shall submit separate invoices on each purchase order or purchase release after
each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must
be sent for each shipment or delivery made.
B. Proper Invoices must include a unique invoice number, invoice date, the purchase order
number, and the master agreement number if applicable, the Department’s Name, and the
name of the point of contact for the Department. Invoices shall be itemized and transportation
charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when
applicable, shall be attached to the invoice. The Contractor’s name, remittance address and, if
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applicable, the tax identification number on the invoice must exactly match the information in the
Vendor’s registration with the City. Unless otherwise instructed in writing, the City may rely on
the remittance address specified on the Contractor’s invoice.
C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables
order number clearly identified. Invoices shall also include a tabulation of work-hours at the
appropriate rates and grouped by work order number. Time billed for labor shall be limited to
hours actually worked at the work site.
D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all
Subcontract and other authorized expenses at actual cost without markup.
E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced
amount. The City will furnish a tax exemption certificate upon request.
13. PAYMENT:
A. All proper invoices need to be sent to Accounts Payable – accountspayable@cityofdenton.com.
Approved invoices will be paid within thirty (30) calendar days of the invoice being received in
Accounts Payable.
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, including, but not limited to, those in Paragraph D ,
below, 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 such shipment or
delivery.
D. The City may withhold or set off the entire payment or part of any payment otherwise due to
the Contractor to such extent as may be necessary on account of:
i. delivery of defective or non-conforming deliverables by the Contractor;
ii. third party claims, which are not covered by the insurance which the Contractor is
required to provide, are filed or reasonable evidence indicating probable filing of such
claims;
iii. failure of the Contractor to pay Subcontractors, or for labor, materials, or equipment;
iv. damage to the property of the City or the City’s agents, employees, or contractors, which
is not covered by insurance required to be provided by the Contractor;
v. reasonable evidence that the Contractor’s obligations will not be completed within the
time specified in the Contract, and that the unpaid balance would not be adequate to cover
actual or liquidated damages for the anticipated delay;
vi. failure of the Contractor to submit proper invoices with purchase order number, all
required attachments, and supporting documentation; or
vii. failure of the Contractor to comply with any material provision of the Contract
Documents.
E. Notice is hereby given to any awarded firm who is in arrears to the City for delinquent taxes of
any kind or otherwise indebted to the City that the City shall be entitled to counterclaim and/or
offset against any such debt, claim, demand, or account owed to the City through payment
withholding until the debt is paid in full, and no assignment of such debt, claim, demand, or
account after the said taxes or debt are due shall affect the right of the City to offset the said taxes
or debt against same.
F. Payment will be made by check unless the parties mutually agree to payment by credit card or
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electronic transfer of funds. The Contractor agrees that there shall be no additional charges,
surcharges, or penalties to the City for payments made by credit card or electronic funds transfer.
G. The Contractor acknowledges and agrees that 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 will not incur a debt or obligation to pay Contractor any amounts the City
does not have the current funds available to pay. 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 or liability to the City, nor removal fees,
cancellation fees, or the like charged to the City.
14. TRAVEL EXPENSES: All travel, lodging, and per diem expenses in connection with the
Contract shall be paid by the Contractor, unless otherwise stated in the Contract Documents.
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 fifteenth (15th) calendar day after completion
of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor
is not in compliance with the requirements as accepted by the City.
B. The making and acceptance of final payment will constitute:
i. a waiver of all claims by the City against the Contractor, except claims (1) which have
been previously asserted in writing and not yet settled, (2) arising from defective work appearing
after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the
terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations
under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising
under the City’s right to audit; and
ii. a waiver of all claims by the Contractor against the City other than those previously
asserted in writing and not yet settled.
16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Contractor’s Offer
includes the cost of any special tooling or special test equipment fabricated or required by the
Contractor for the purpose of filling this order, such special tooling equipment and any process
sheets related thereto shall become the property of the City and shall be identified by the Contractor
as such.
17. RIGHT TO AUDIT:
A. The Contractor agrees that the City shall, until the expiration of five (5) years after final
payment under this Contract unless required to be retained for longer under applicable law, have
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electronic access to and the right to examine all books, records, and computations pertaining to
this Contract. If necessary, the City shall have the right to audit and make copies of the books,
records, and computations pertaining to the Contract. The Contractor shall retain such books,
records, documents, and other evidence pertaining to the Contract period and five (5) years
thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case
records shall be kept until all audit tasks are completed and resolved. These books, records,
documents, and other evidence shall be available, within ten (10) business days of written request.
All books and records will be made available within a fifty (50) mile radius of the City of Denton
if the vendor is not able to provide electronic access. 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. The Contractor further agrees to include in all its subcontracts hereunder a provision to the
effect that the Subcontractor, material supplier, or other payee agrees that the City shall, until the
expiration of five (5) years after final payment under the subcontract unless required to be retained
for longer under applicable law, have electronic access to and the right to examine all books,
records, documents, and other evidence of the Subcontractor, material supplier, or other payee
involving transactions relating to the subcontract. If necessary, the City maintains the right to
photocopy any physical books, documents, papers, and records of the subconsultant involving
transactions relating to the subcontract. All books and records will be made available within a fifty
(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.
C. Failure to comply with the provisions of this section shall be a material breach of the Contract
and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the
terms “books”, “records”, “documents”, and “other evidence”, as used above, shall be construed
to include drafts and electronic files, even if such drafts or electronic files are subsequently used
to generate or prepare a final printed document.
18. SUBCONTRACTORS:
A. If the Contractor-identified subcontractors (“Subcontractor”) in a DBE/MBE/WBE agreed-to
plan (the “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 Documents, and shall contain provisions that:
i. require that all deliverables to be provided by the Subcontractor be provided in strict
accordance with the provisions, specifications and terms of the Contract;
ii. prohibit the Subcontractor from further subcontracting any portion of the Contract
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without the prior written consent of the City and the Contractor. The City may require, as
a condition to such further subcontracting, that the Subcontractor post a payment bond in
form, substance and amount acceptable to the City;
iii. require Subcontractors to submit all invoices and applications for payments, including
any claims for additional payments, damages or otherwise, to the Contractor in sufficient
time to enable the Contractor to include same with its invoice or application for payment
to the City in accordance with the terms of the Contract;
iv. require that all Subcontractors obtain and maintain, throughout the term of their
contract, insurance in the type and amounts specified for the Contractor, with the City being
a named insured as its interest shall appear; and
V. REQUIRE THAT THE SUBCONTRACTOR INDEMNIFY AND HOLD THE CITY HARMLESS TO
THE SAME EXTENT AS THE CONTRACTOR IS REQUIRED TO INDEMNIFY THE CITY.
C. The Contractor shall be fully responsible to the City for all acts and omissions of the
Subcontractors just as the Contractor is responsible for the Contractor’s own acts and omissions.
Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual
relationship between the City and any such Subcontractor, nor shall it create any obligation on the
part of the City to pay or to see to the payment of any moneys due any such Subcontractor except
as may otherwise be required by law.
D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the
Contractor not later than ten (10) calendar days after receipt of payment from the City.
19. WARRANTY-PRICE:
A. The Contractor warrants the prices quoted in the Contractor’s Offer are no higher than the
Contractor’s current prices on orders by others for like deliverables under similar terms of
purchase.
B. The Contractor certifies that the prices in the Contractor’s Offer have been arrived at
independently without consultation, communication, or agreement for the purpose of restricting
competition, as to any matter relating to such fees with any other firm or with any competitor.
C. In the event Contractor breaches this warranty, in addition to any other remedy available, the
City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts
paid for items in excess of the Contractor’s current prices on orders by others for like deliverables
under similar terms of purchase, or in the alternative, the City may cancel this Contract without
liability to Contractor for breach.
20. WARRANTY – TITLE: THE CONTRACTOR WARRANTS THAT IT HAS GOOD AND
INDEFEASIBLE TITLE TO ALL DELIVERABLES FURNISHED UNDER THE CONTRACT, AND THAT THE
DELIVERABLES ARE FREE AND CLEAR OF ALL LIENS, CLAIMS, SECURITY INTERESTS, AND
ENCUMBRANCES. THE CONTRACTOR SHALL INDEMNIFY AND HOLD THE CITY HARMLESS FROM
AND AGAINST ALL ADVERSE TITLE CLAIMS TO THE DELIVERABLES.
21. WARRANTY – DELIVERABLES: The Contractor warrants and represents that all
deliverables sold the City under the Contract shall be free from defects in design, workmanship,
or manufacture, and conform in all material respects to the specifications, drawings, and
descriptions in the Contract Documents, to any samples furnished by the Contractor, to the terms,
covenants, and conditions of the Contract, and to all applicable State, federal, or local laws, rules,
and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the
deliverables shall be new or recycled merchandise, and not used or reconditioned. In addition,
Contractor warrants that the goods sold to City shall conform to the standards promulgated by the
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U.S. Department of Labor under the Occupational Safety and Health Act (OSHA). In the event
the product does not conform to OSHA standards, City may return the product for correction or
replacement at the Contractor’s expense. In the event Contractor fails to make the appropriate
correction within a reasonable time, correction made by City will be at Contractor’s expense.
A. Recycled deliverables shall be clearly identified as such.
B. The Contractor may not limit, exclude, or disclaim the foregoing warranty or any warranty
implied by law; and any attempt to do so shall be without force or effect.
C. Unless otherwise specified in the Contract or required by the Solicitation, the warranty period
shall be at least one (1) year from the date of acceptance of the deliverables or from the date of
acceptance of any replacement deliverables. If during the warranty period, one or more of the
above warranties are breached, the Contractor shall promptly upon receipt of demand either repair
the non-conforming deliverables or replace the non-conforming deliverables with fully
conforming deliverables, at the City’s option and at no additional cost to the City. All costs
incidental to such repair or replacement, including but not limited to, any packaging and shipping
costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor
written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach
of warranty, but failure to give timely notice shall not impair the City’s rights under this section.
D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming
deliverables as required by the City, then in addition to any other available remedy, the City may
reduce the quantity of deliverables it may be required to purchase under the Contract from the
Contractor, and purchase conforming deliverables from other sources. In such event, the
Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to
procure such deliverables from another source.
E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate
manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty to
the City. If for any reason the manufacturer’s warranty cannot be fully transferred to the City, the
Contractor shall assist and cooperate with the City to the fullest extent to enforce such
manufacturer’s warranty for the benefit of the City.
F. Contractor shall not limit, exclude, or disclaim any implied warranties, and any attempt to do
so shall be without force or effect, or alternatively, at the City’s option, render this Contract
voidable.
22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be
provided to the City under the Contract will be fully and timely performed in a good and
workmanlike manner in accordance with generally accepted industry standards and practices, the
terms, conditions, and covenants of the Contract, and all applicable federal, State, and local laws,
rules or regulations.
A. The Contractor may not limit, exclude, or disclaim the foregoing warranty or any warranty
implied by law, and any attempt to do so shall be without force or effect, or alternatively, at the
City’s option, render this Contract voidable.
B. Unless otherwise specified in the Contract, the warranty period shall be at least one (1) year
from the date of acceptance of the work. 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.
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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. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If,
instead of requiring immediate correction or removal and replacement of defective or non-
conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay
all claims, costs, losses, and damages attributable to the City’s evaluation of and determination to
accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final
payment, the City may deduct such amounts as are necessary to compensate the City for the
diminished value of the defective or non-conforming deliverables. If the acceptance occurs after
final payment, such amount will be refunded to the City by the Contractor.
24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to
question the other party’s intent to perform, demand may be made to the other party for written
assurance of the intent to perform. In the event that no assurance is given within the time specified
(being a minimum of 5 days) 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:
A. The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely,
and faithfully perform any of its material obligations under the Contract, (b) fails to provide
adequate assurance of performance under Paragraph 25, (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.
B. In the event the City terminates the awarded contract for default or any other reason, the
Contractor shall not be relieved of liability to the City for damages sustained by the City by reason
of any default of the contract by the Contractor or otherwise, and the City may withhold any
payments to the Contractor for the purpose of an offset until such time as the amount of damages
due the City from the Contractor can be determined.
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,
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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/or 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. The requirements of Subchapter J, Chapter 552 of the Texas Government
Code, may apply to this Contract and the Contractor agrees that the Contract can be terminated if
the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter.
28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the
Contract, in whole or in part, without cause and/or for convenience 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, provided
such payment amount is not disputed by City. The City reserves all rights, causes of action, and
remedies available under law or in equity with respect to any dispute under this Contract and a
termination under this provision does not waive such rights, causes of action, and remedies.
29. FRAUD: Fraudulent statements by the Contractor in any offer, Contract Document, 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 53. 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. TIME OF COMPLETION AND LIQUIDATED DAMAGES: Contractor agrees and
acknowledges that completing the services and/or delivering the goods described in this Contract
in a timely manner is very important to the City. Contractor agrees to perform all obligations
within the timeframes required. As it is impracticable and extremely difficult to fix the actual
damages, if any, that may proximately result from a failure by Contractor to provide the goods or
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perform the service, should Contractor fail to timely perform its obligations, Contractor agrees to
pay to City, or have withheld and offset from monies due it, the amount stated in the Contract
Documents as liquidated damages for each calendar day of delay or nonperformance. Any sums
due and payable hereunder by the Contractor shall be payable, not as a penalty, but as liquidated
damages representing an estimate of delay damages likely to be sustained by the City, estimated
at the time of executing this Contract. Execution of the Contract shall constitute agreement by the
City and Contractor that said amount is the minimum value of the costs and actual damage caused
by the Contractor’s failure to timely perform. Adjustments to the contract times can only be made
as provided in the Contract Documents and any conditions or specifications referenced therein.
32. INDEMNITY:
A. Definitions:
i. “Indemnified Claims” shall include any and all claims, demands, suits, causes of action,
judgments, and liability of every character, type, or description, including all reasonable
costs and expenses of litigation, mediation, or other alternate dispute resolution
mechanism, including attorney and other professional fees for: (1) damage to or loss of the
property of any person (including, but not limited to the City, the Contractor, their
respective agents, officers, employees and Subcontractors; the officers, agents, and
employees of such Subcontractors; and third parties); and/or (2) death, bodily injury,
illness, disease, worker’s compensation, loss of services, or loss of income or wages to any
person (including but not limited to the agents, officers and employees of the City, the
Contractor, the Contractor’s Subcontractors, and third parties), ii. “Fault” shall include the
sale of defective or non-conforming deliverables, negligence, willful misconduct or a
breach of any legally imposed strict liability standard.
B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY),
INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS,
EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL
INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO,
CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR
THE CONTRACTOR’S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE
PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE
CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF
THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE
RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE
LIABLE FOR AN INDEMNIFIED CLAIM.
33. LIMITATION OF LIABILITY: This Contract does not, and shall not be interpreted to,
contain an artificial limitation of liability (e.g. liability limited to contract price or liability capped
at an amount actually paid in previous 3 months, etc.) or an artificial statute of limitations (e.g. any
lawsuit must be commenced within one year of the event).
34. INSURANCE: The Contractor shall procure and maintain insurance of the types and in the
minimum amounts acceptable to the City of Denton outlined in the Insurance Exhibit attached hereto,
if applicable. The insurance shall be written by a company licensed to do business in the State of
Texas and satisfactory to the City of Denton. The City of Denton reserves the right to add insurance
during the contract term.
B. Specific Coverage Requirements: Specific insurance requirements are contained in the
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Solicitation and the Insurance Exhibit.
35. 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.
36. 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.
37. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material
submitted by the Contractor to the City shall become property of the City upon receipt. Any
portions of such material claimed by the Contractor to be proprietary must be clearly marked as
such. Determination of the public nature of the material is subject to the Texas Public Information
Act, Chapter 552, and Texas Government Code. The requirements of Subchapter J, Chapter 552
of the Texas Government Code, may apply to this Contract and the Contractor agrees that the
Contract can be terminated if the Contractor knowingly or intentionally fails to comply with a
requirement of that subchapter.
38. INDEMNIFICATION AGAINST INFRINGEMENTS: The Contractor represents and
warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the
deliverables and (ii) the deliverables supplied by the Contractor in accordance with the
specifications in the Contract will not infringe, directly or contributorily, any patent, trademark,
copyright, trade secret, or any other intellectual property right of any kind of any third party; that
no claims have been made by any person or entity with respect to the ownership or operation of
the deliverables and the Contractor does not know of any valid basis for any such claims.
Moreover, Contractor does not know of any valid basis for any such claims. THE CONTRACTOR
SHALL, AT ITS SOLE EXPENSE, DEFEND, INDEMNIFY, AND HOLD THE CITY HARMLESS FROM AND
AGAINST ALL LIABILITY, DAMAGES, AND COSTS (INCLUDING COURT COSTS AND REASONABLE
FEES OF ATTORNEYS AND OTHER PROFESSIONALS) ARISING OUT OF OR RESULTING FROM: (I) ANY
CLAIM THAT THE CITY’S EXERCISE ANYWHERE IN THE WORLD OF THE RIGHTS ASSOCIATED
WITH THE CITY’S’ OWNERSHIP, AND IF APPLICABLE, LICENSE RIGHTS, AND ITS USE OF THE
DELIVERABLES INFRINGES THE INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY; OR (II)
THE CONTRACTOR’S BREACH OF ANY OF CONTRACTOR’S REPRESENTATIONS OR WARRANTIES
STATED IN THIS CONTRACT. IN THE EVENT OF ANY SUCH CLAIM, THE CITY SHALL HAVE THE
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RIGHT TO MONITOR SUCH CLAIM OR AT ITS OPTION ENGAGE ITS OWN SEPARATE COUNSEL TO
ACT AS CO-COUNSEL ON THE CITY’S BEHALF. FURTHER, CONTRACTOR AGREES THAT THE
CITY’S SPECIFICATIONS REGARDING THE DELIVERABLES SHALL IN NO WAY DIMINISH
CONTRACTOR’S WARRANTIES OR OBLIGATIONS UNDER THIS PARAGRAPH AND THE CITY MAKES
NO WARRANTY THAT THE PRODUCTION, DEVELOPMENT, OR DELIVERY OF SUCH DELIVERABLES
WILL NOT IMPACT SUCH WARRANTIES OF CONTRACTOR. THIS PARAGRAPH SHALL SURVIVE THE
TERMINATION OF THIS CONTRACT.
39. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may
require access to certain of the City’s and/or its licensors’ confidential information (including
inventions, employee information, trade secrets, confidential know-how, confidential business
information, and other information which the City or its licensors consider confidential)
(collectively, “Confidential Information”). Contractor acknowledges and agrees that the
Confidential Information is the valuable property of the City and/or its licensors and any
unauthorized use, disclosure, dissemination, or other release of the Confidential Information will
substantially injure the City and/or its licensors. The Contractor (including its employees,
subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information
in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use
the Confidential Information without the prior written consent of the City or in a manner not
expressly permitted under this Contract, unless the Confidential Information is required to be
disclosed by law or an order of any court or other governmental authority with proper jurisdiction,
provided the Contractor promptly notifies the City 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.
40. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and
interests throughout the world in and to the deliverables.
A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees
to disclose such patentable subject matter to the City. Further, if requested by the City, the
Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right,
title, and interest to specific inventions under such patentable subject matter to the City and to
execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute,
acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by
the City, to the City upon request by the City.
B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor
agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the
Contractor for the City and the City shall own all copyrights in and to such deliverables, provided
however, that nothing in this Paragraph 41 shall negate the City’s sole or joint ownership of any
such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables.
Should by operation of law, such deliverables not be considered works made-for-hire, the
Contractor hereby assigns to the City (and agrees to cause each of its employees providing services
to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all
worldwide right, title, and interest in and to such deliverables. With respect to such work made-
for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its
employees providing services to the City hereunder to execute, acknowledge, and deliver a work-
made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon
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delivery of such deliverables to the City or at such other time as the City may request.
C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its
employees to, execute, acknowledge, and deliver all applications, specifications, oaths,
assignments, and all other instruments which the City might reasonably deem necessary in order
to apply for and obtain copyright protection, mask work registration, trademark registration and/or
protection, letters patent, or any similar rights in any and all countries and in order to assign and
convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and
interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and
deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those
described in this Paragraph 41 A., B., and C. shall continue after the termination of this Contract
with respect to such deliverables. In the event the City should not seek to obtain copyright
protection, mask work registration or patent protection for any of the deliverables, but should
desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information
under the terms of Paragraph 40 above.
41. 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.
42. 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 necessary to
comply with proper requests for information from an authorized representative of the federal,
State, or local government.
43. 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.
44. 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.
45. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: The Contractor
agrees to comply with the conflict of interest provisions of the City of Denon Code of Ordinances
and/or State law. No officer, employee, independent consultant, or elected official of the City who
is involved in the development, evaluation, or decision-making process of the performance of any
solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that
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solicitation as defined in the City’s Ethic Ordinance codified at Chapter 2, Article XI and in the
City Charter Section 14.04, as amended. 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. The Contractor
agrees to maintain current, updated disclosure of information on file with the Procurement
Department throughout the term of this Contract.
46. NO SUBCONTRACTING BID AFTER AWARD: Following the award of the Contract, no
subcontracting except that specifically identified in the response to the Solicitation will be
permitted without the express prior written consent of the City.
47. NO GIFT OF PUBLIC PROPERTY: The City will not agree to any terms or conditions that
cause the City to lend its credit or grant public money or anything of value to the selected
Contractor.
48. 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 their designee under this Contract. The
Contractor is expressly free to advertise and perform services for other parties while performing
services for the City.
49. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and enure 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.
50. 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
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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. 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.
51. 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 submitted to the City by Contractor shall have any force or effect to change the terms,
covenants, and conditions of the Contract.
52. 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. Acceptance or acquiescence in a course of performance rendered under this
Contract shall not be relevant to determine the meaning of this agreement even though the
accepting or acquiescing party has knowledge of the performance and opportunity for objection.
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.
53. 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, however any decision requiring approval of the City Council of the City will
be required to be submitted to the City Council and the senior level person shall have authority to
recommend approval of any resolution. 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
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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.
C. The parties shall not be required to submit to binding arbitration.
54. 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.
55. 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.
56. 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
Veteran’s Day
Thanksgiving Day
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.
57. 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
for fifteen (15) years.
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58. 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.
59. EQUAL OPPORTUNITY Contractor agrees that during the performance of its contract it
will:
A. Treat all applicants and employees without discrimination as to race, color, religion, sex,
national origin, marital status, age, or handicap.
B. Identify itself as an “Equal Opportunity Employer” in all help wanted advertising or request.
The Contractor shall be advised of any complaints filed with the City alleging that Contractor is
not an Equal Opportunity Employer. The City reserves the right to consider its reports from its
human relations administrator in response to such complaints in determining whether or not to
terminate any portion of this contract for which purchase orders or authorities to deliver have not
been included, however, the Contractor is specifically advised that no Equal Opportunity
Employment complaint will be the basis for cancellation of this contract for which a purchase
order has been issued or authority to deliver granted.
C. Americans with Disabilities Act (ADA) Compliance: No Contractor, or Contractor’s agent,
shall engage in any discriminatory employment practice against individuals with disabilities as
defined
in the ADA.
60. 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.
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iv. “End product” means those articles, materials, and supplies to be acquired under the contract
for public use.
v. “Foreign end product” means an end product other than a domestic end product.
vi. “United States” means the 50 States, the District of Columbia, and outlying areas.
B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products
for supplies acquired for use in the United States.
C. The City does not maintain a list of foreign articles that will be treated as domestic for this
Contract; but will consider for approval foreign articles as domestic for this product if the articles
are on a list approved by another Governmental Agency. The Contractor 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”.
61. 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.
62. 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.
63. 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).
64. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The Contractor
or supplier shall comply with all State, federal, and local laws and requirements. The Contractor
must comply with all applicable laws at all times, including, without limitation, the following: (i)
§36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code,
which prohibits the offering or conferring of benefits to public servants; and (iii) Chapter 552 of
the Texas Government Code, which outlines policy for public information. The Contractor shall
give all notices and comply with all laws and regulations applicable to furnishing and performance
of the Contract.
65. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Contractor shall demonstrate on-
site compliance with the provisions of federal law dealing with issuance of Form W-2’s to common
law employees. Contractor is responsible for both federal and State unemployment insurance
coverage and standard Workers’ Compensation insurance coverage. Contractor shall ensure
compliance with all federal and State tax laws and withholding requirements. The City of Denton
shall not be liable to Contractor or its employees for any Unemployment or Workers’
Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify
the City of Denton and shall pay all costs, penalties, or losses resulting from Contractor’s omission
or breach of this Section.
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66. ATTORNEY’S FEES; LEGAL COSTS: Contractor and City agree that the City will not be
required to pay Contractor’s attorney’s fees or legal costs under any circumstances, unless
expressly required by law.
67. 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.
68. CONTRACTOR LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The
Contractor shall be liable for all damages to government-owned, leased, or occupied property and
equipment caused by the Contractor and its employees, agents, subcontractors, and suppliers,
including any delivery or cartage company, in connection with any performance pursuant to the
Contract. The Contractor shall notify the City of Denton Procurement Manager in writing of any
such damage within one (1) calendar day.
69. FORCE MAJEURE: The City of Denton, any Customer, and the Contractor shall not be
responsible for performance under the Contract should it be prevented from performance by an act
of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault
or negligence of the City of Denton. In the event of an occurrence under this Section, the
Contractor will be excused from any further performance or observance of the requirements so
affected for as long as such circumstances prevail and the Contractor continues to use
commercially reasonable efforts to recommence performance or observance whenever and to
whatever extent possible without delay. The Contractor shall immediately notify the City of
Denton Procurement Manager by telephone (to be confirmed in writing within five (5) 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.
70. 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.
71. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision
of the Contract is in any way intended to constitute a waiver by the City of Denton of any
immunities from suit or from liability that the City of Denton may have by operation of law.
72. RECORDS RETENTION: The Contractor shall retain all financial records, supporting
documents, statistical records, and any other records or books relating to the performances called
for in the Contract. The Contractor shall retain all such records for a period of four (4) years after
the expiration of the Contract, or until the CPA or State Auditor’s Office is satisfied that all audit
and litigation matters are resolved, whichever period is longer. The Contractor shall grant access
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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. In the event the value of this Contract is One Million
($1,000,000) Dollars or greater: (i) all contracting information related to this contract will be
preserved for the duration of the Contact; (ii) the Contractor shall provide any contracting
information in its possession promptly upon request by the City; and (iii) at the expiration of this
Contract, the Contractor will either provide all contracting information in its possession to the City
or preserve same as required by the record retention requirements of the State of Texas.
73. PROCUREMENT LAWS: The City will not agree to any terms or conditions that cause the
City to violate any federal, State, or local procurement laws, including its own Charter or
Procurement Policy and any such laws included in boilerplate terms, online terms or other terms
provided by the Contractor are considered null and void.
74. AUTHORITY: Contractor represents and warrants to the other that (a) it has company
authority to execute and perform this Contract; (b) executing this Contract does not constitute a
material conflict with, breach, or default under any applicable law, its respective organizational
documents, or any documents, agreements, contracts or instruments which are binding upon it;
and (c) this Contract creates valid, legal, and binding obligation enforceable against it, subject to
applicable insolvency and bankruptcy laws. Contractor recognizes and agrees that a violation of
this provision constitutes a material breach under this Contract.
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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 contract award, all
insurance requirements shall become contractual obligations, which the
successful contractor shall have a duty to maintain throughout the course of this
contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the
Contractor, the Contractor shall provide and maintain until the contracted work
has been completed and accepted by the City of Denton, Owner, the minimum
insurance coverage as indicated hereinafter.
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 Name as Additional Insured the City of Denton, its Officials, Agents,
Employees, and volunteers.
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.
Cancellation: City requires 30 day written notice should any of the
policies described on the certificate be cancelled or materially changed
before the expiration date.
Should any of the required insurance be provided under a claims made form,
Contractor shall maintain such coverage continuously throughout the term of this
contract and, without lapse, for a period of three years beyond the contract
expiration, such that 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, Independent Contractors, and Contractual Liability with minimum
combined bodily injury (including death) and property damage limits of
$1,000,000.00 per occurrence and $2,000,000.00 general aggregate.
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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: $100,000.00 Each Accident
Bodily Injury by Disease: $100,000.00 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. NETWORK SECURITY AND PRIVACY LIABILITY INSURANCE
Network Security and Privacy Liability Insurance During the term of this
Contract, Vendor will maintain coverage for network security and privacy liability
with a minimum limit of $2,000,000 per occurrence and $2,000,000 annual
aggregate. The coverage may be endorsed on another form of liability coverage
or written on a standalone policy. The insurance must cover claims which may
arise from failure of Vendor’s security resulting in, but not limited to, computer
attacks, unauthorized access, disclosure of not public data – including but not
limited to, confidential or private information, transmission of a computer virus, or
denial of service.
D. 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 $1,000,000.00 per occurrence.
a.
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EXHIBIT F
Contractor’s Proposal (“Contractor’s Offer”)
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Crown Correctional Telephone, Inc.
410 W. 19th Street
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Docusign Envelope ID: 8F20C68E-9EB3-4168-85C8-DCEA8DCBE1BB
Firm Overview
People-First Mentality – '$ 1 $) 0$' $)"' ./$)"- ' /$*).#$+.2$/#*0- '$ )/./*ݦ) // -
ways to deliver practical solutions.
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customer service that exceeds expectations.
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DPOTUBOUMZFWPMWJOHBOEXJUI$SPXO
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Pa1BHF || 3
Docusign Envelope ID: 8F20C68E-9EB3-4168-85C8-DCEA8DCBE1BB
REVENUE SHARE PROPOSAL
' . - 1$ 2/# / -(.*!*0-!$) ) $ '+-*+*. 'ю-*2) * .)*/ # -" /# *0)/4/*$)./ ''/#
$ ) /4./ (ю# $(+' ( )/ /$*)*! ,0$+( )/я.4./ ( *)!$"0- /$*)я ) (+'*4 .*!/2 - /- $)$)"
*( . /)* *./ю #(*)/#яyou will receive the percentages listed below for each service. Crown
will submit monthly reports detailing total usage, gross revenue, and revenue share.
70*$&
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Docusign Envelope ID: 8F20C68E-9EB3-4168-85C8-DCEA8DCBE1BB
a solution by
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Cidnet Gives More for Less
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PPagage e || 9
Docusign Envelope ID: 8F20C68E-9EB3-4168-85C8-DCEA8DCBE1BB
1BHF |
THE CORRECTIONS CONNECTIVITY SYSTEM
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gathering ally. Our equipment is detention grade, our
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responsive. Trusted by over 300 correctional facilities and
county jails nationwide, Cidnet is positioned as an industry
tested and approved inmate communications solution.
Durable Equipment Built to Last
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Docusign Envelope ID: 8F20C68E-9EB3-4168-85C8-DCEA8DCBE1BB
1BHF |
SOFTWARE OFFICERS WON’T SHY AWAY FROM
Navigating software should not be a cumbersome task. Cidnet is designed to make the
process of retrieving data simple. Reply to forms and provide other users secure access from
one simple interface.
Docusign Envelope ID: 8F20C68E-9EB3-4168-85C8-DCEA8DCBE1BB
P1BHF ||
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Docusign Envelope ID: 8F20C68E-9EB3-4168-85C8-DCEA8DCBE1BB
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Docusign Envelope ID: 8F20C68E-9EB3-4168-85C8-DCEA8DCBE1BB
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Docusign Envelope ID: 8F20C68E-9EB3-4168-85C8-DCEA8DCBE1BB
RFP # 8710 Inmate Telephone Services
SCOPE
The City of Denton is requesting proposals interested and capable vendors to provide inmate
telephone service including telephones for inmates in custody at the Denton Police Department
Detention Center.
The City intends to enter into a concession-type contract for a period of three (3) years from date
of award, with the option to renew for an additional two (2) one
(1) year terms, which will automatically renew unless either party notifies the other party in
writing at least 60 days in advance of the expiration of the contract of its intent not to extend
the agreement. Proposals must clearly explain how any alternatives meet or exceeds the RFP
requirements and how the alternatives will achieve the same goals and results.
Crown Correctional Telephone has read and agrees to this requirement.
3DJH_
Docusign Envelope ID: 8F20C68E-9EB3-4168-85C8-DCEA8DCBE1BB
RFP # 8710 Inmate Telephone Services
BIDDER QUALIFICATIONS
City requirements are as follows but not limited to the following;
The selected contractor will be required to assume prime responsibility for the contract and will be
the sole point of contact with regards to the Inmate Telephone System (ITS), installation and
maintenance. Services must include the ability for collect calls, prepaid calls and payment of calls
through a payment platform. Bidders must be a reputable, qualified and experienced in providing
inmate telephone services in a detention facility. Bidders must meet the following minimum
qualifications:
Crown Correctional Telephone has read and agrees to this requirement. Originally, our calling
platform, Cidnet, was designed to eliminate what is commonly referred to as a “Collect Call”
due to the lack of need in County Jail environments where prepaid debit time is available
through a commissary company. With that said, we have recognized the need for single
calling (Collect Calls) in more short-term housing environments such as municipal jails. For
that reason, we have taken this need to our development team, and the need is currently in
development with an expected deployment timeframe of Quarter One in 2025. Currently, the
called party receives an automated message when dialed that someone is trying to reach
them from the Denton Police Department Detention Center and directs them to
customer.cidnet.net to create an account.
Company Profile – Bidder must include a brief history of the company and shall be regularly
and continuously engaged in the business of providing and administering inmate telephone
services and installation for the past five (5) years to a minimum of three (3) within a cityand/
or county jail facility.
Crown Correctional Telephone has read and verifies we meet this requirement.
References – Experience must be demonstrated by references provided by the bidder at the
time of the bid, all references must be individuals working directly with or managing the day-
to-day operations of the inmate telephone system.
Crown Correctional Telephone has read and has met this requirement.
Credentials – Bidder shall possess, at the time the proposal is submitted and through the
term of the contract, all permits, licenses and professional credentials necessary to supply
and perform services as specified under this RFP.
Crown Correctional Telephone has read and verifies we meet this requirement.
Security and Background Checks – Bidder’s employees, agents and subcontractors
entering the facilities, must submit to and pass a security and background check performedby
the Denton Police Department and will be subject to Jail security procedures while on-site.
DFailure to pass or comply with the background process will prohibit an individual from
entry into the Denton Police Department on behalf of or to perform work for the
Contractor.
EIf a Clearance is refused for any individual, the Contractor will be notified and the
Contractor shall provide a replacement suitable to the Denton Police Department.
Crown Correctional Telephone has read and agrees to this requirement.
3DJH_
Docusign Envelope ID: 8F20C68E-9EB3-4168-85C8-DCEA8DCBE1BB
Maintenance and Support – Bidders must describe in detail how the proposed systems will
be maintained and supported for the duration of the contract term, to ensure reliable servicefor
inmates and consistent access to system controls and reporting capabilities by the Denton
Police Department.
Crown Correctional Telephone has read and has met this requirement.
Implementation Plan – Bidders shall provide a narrative description and proposed timelinefor
the implementation of the required inmate telephone system and services.
Crown Correctional Telephone’s platform, Cidnet, has already been implemented and installed
at the Denton Police Department Detention Center.
Trained Staff – Bidder’s organization must have qualified, trained and certified staffdedicated
to the sole purpose of supporting the inmate telephone system installed including,but not
limited to, service technicians and technical support for the life of the contractawarded
pursuant to this RFP.
Crown Correctional Telephone has read and verifies we meet this requirement.
3DJH_
Docusign Envelope ID: 8F20C68E-9EB3-4168-85C8-DCEA8DCBE1BB
RFP # 8710 Inmate Telephone Services
SPECIFIC REQUIREMENTS
The following are the minimum requirements for services, including equipment to be provided.
Advanced or alternative technology that provides at least the levels of the specific functionality of
the equipment and services described may be proposed with a description of how the
alternative(s) meets or exceeds the specified requirements. All services are to be provided at no
cost to the City.
Inmate Telephone System
Contractor shall provide a comprehensive ITS package.
Crown Correctional Telephone has read and agrees to this requirement.
Inmate telephone service network package must have reliability, stability and ease of use.
Crown Correctional Telephone has read and verifies our system, Cidnet, meets this
requirement.
Contractor is responsible for paying for and installing all physical plant requirements (power,
security, data, cabling, physical space, HVAC, etc.) unless otherwise specified in writing by
the City.
Crown Correctional Telephone has read and agrees to this requirement.
Contractor is responsible for all cost associated with its system including but not limited to
payment of City costs associated with developing and maintaining the software interface. Any
cabling, wiring or conduit installed becomes the property of the City at the termination of the
contract, unless the City specifically requests that the Contractor remove any or all of the
installed cable wiring or conduit, which shall be done at the Contractor’s expense.
Crown Correctional Telephone has read and agrees to this requirement.
3DJH_
Docusign Envelope ID: 8F20C68E-9EB3-4168-85C8-DCEA8DCBE1BB
3DJH_
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Docusign Envelope ID: 8F20C68E-9EB3-4168-85C8-DCEA8DCBE1BB
and/or Deputy Chief overseeing the Denton Police Department Detention Center. System
integration and acceptance test criteria shall include:
Telephones: all telephones shall be tested and verified as operational without deficiencies.
Administrative functions: there shall be a test run of administrative functions including Denton
Police Department password access, the Payment Platform and reports.
Phone Numbers: a test to verify that the current call list, including blocked, confidential, pre-
programmed and others identified by the Denton Police Department as fully imported and
functional.
Crown Correctional Telephone has read and agrees to this requirement. We are theincumbent
provider at Denton Police Department Detention Center and our system, Cidnet, isalready
installed. We would be happy to schedule and complete any follow up training/ testingneeding
done.
General Equipment/Hardware Requirements
Contractor shall provide telephones suitable for an inmate environment, meaning that the
telephones shall be of rugged construction, stainless steel or in combination with a corrosion
resistant finish equipped with durable housings and reinforced 12-inch cords, unless the City
requests an alternate length. Each telephone is to be a non-coin and tamper-resistant. Equipment
must not contain any external removable parts. The wall mounted telephones shall be mounted to
cement wall, block wall, stainless steel shrouded columns or protected external enclosures and
meet all the requirements for detention and correction grade phones.
All handsets, ear and mouthpieces, shall be of heavy-duty construction with no removable
parts, and installed in such a manner that no safety hazard is present to the user.
Telephones shall be durable, tamper-proof, and consist of rugged steel encased housings
and shockproof keypads suitable for the detention and corrections environments to minimize
vandalism and destruction of property.
All inmate telephones will have adjustable volume control.
Telephones must be compatible with the use of TDD/TTY units that may be required for
hearing impaired inmates.
An uninterruptible filtered power source must be provided for any hardware maintained at
each of the facilities. In the event of a commercial power failure, the uninterruptible power
source will provide a minimum backup power of at least fifteen (15) minutes to the system.
If the system fails, all inmate phones must be automatically disconnected.
Crown Correctional Telephone has read and verifies our system, Cidnet, meets these
requirements.
Call Monitoring/Recording System
1. Contractor’s inmate telephone service shall have call monitoring features which monitors
every call made through the system. The ITS shall identify calls in order to store recorded
calls in a manner that identifies them so to be easily located and searched.
Crown Correctional Telephone has read and verifies our system, Cidnet, meets these
requirements.
3DJH_
Docusign Envelope ID: 8F20C68E-9EB3-4168-85C8-DCEA8DCBE1BB
2. A manual on/off switch for each phone shall be located in a secured office or area specified
by the Denton Police Department.
Crown Correctional Telephone has read and agrees to this requirement.
Permit one-way outgoing calls that are prepaid, billed to the Payment Platform, or charged to
the called party.
Crown Correctional Telephone has read this requirement, and as previously stated, this is
currently in development.
Provide an automated operator telephone system for all calls.
Crown Correctional Telephone has read this requirement, and as previously stated, this is
currently in development.
At the time of an inmate’s attempted collect call to a number that cannot receive collect calls
(due to billing restrictions, cell phone, etc.), the system shall put the inmate on hold and offer
the called party the option to set up a prepaid account using a credit or debit card. This
payment method will allow the collect call that would have otherwise been blocked to be
connected as soon as the account is set up. If the called party elects not to set up anaccount,
the inmate is to be informed and the call attempt terminated.
Crown Correctional Telephone has read this requirement, and as previously stated, this is
currently in development.
Provide international call services through Canada, Mexico, South America and to overseas
destinations.
Crown Correctional Telephone has read and verifies our system, Cidnet, meets this
requirement.
The system shall provide an automated operator with friendly voice prompts that give
information and instructions to both the inmate and the called party. The automated voice
prompts must be capable of facilitating an inmate’s call from off the hook to hang up. Explain
the types of prompts available thought the automated operator system.
Crown Correctional Telephone has read this requirement, and as previously stated, this is
currently in development.
The system must be capable of responding to English and Spanish speaking inmates. There
shall be dialing instructions provided in English and Spanish on each inmate phone set.
System prompts, warnings and messages must be available in English and Spanish. The
vendor must describe how this will be accomplished with the proposed phone sets. If needed,
additional languages must be available at no cost to Denton Police Department.
Crown Correctional Telephone has read this requirement and verifies our system, Cidnet,
meets this requirement. Our system has automated dialing instructions in English and
Spanish. Currently, our phones do not have physical dialing placards on them at the facility.
Free Calls - Telephone located in the intake area will be configured to allow inmates to make
unlimited free local calls to landline and cell phones, at no cost to the City. These calls shall
not require a booking number PIN/ID.
Crown Correctional Telephone has read and verifies our system, Cidnet, meets this
requirement.
3DJH_
Docusign Envelope ID: 8F20C68E-9EB3-4168-85C8-DCEA8DCBE1BB
10. The ITS shall at all times:
a.Mute the inmate’s ability to speak to the call recipient until the call is accepted
b.Not allow the inmate to hear the recipient until the call is accepted
c.Disable the telephone keypad during a call
Crown Correctional Telephone has read and verifies our system, Cidnet, meets this
requirement.
The inmate telephone system must generate a detailed call record for every inmate call
attempt. All call detail records must be collected and stored in real-time at a central, secure
location with redundancy.
Crown Correctional Telephone has read and verifies our system, Cidnet, meets this
requirement.
All call detail records shall be stored on-line, available at the system workstation, for theentire
duration of the contract.
Crown Correctional Telephone has read and verifies our system, Cidnet, meets this
requirement. Call records will be available even after the termination of the contract.
Call Detail Reports should be available to Denton Police Department on a real time basis via
the on-site PC workstation. The system must be capable of allowing the user to specify
limiting parameters for call searches, such as a search for all calls during a specified time
period, calls placed by a specific inmate, calls to a specific destination number, etc.
Crown Correctional Telephone has read and verifies our system, Cidnet, meets this
requirement.
The system shall have 100% digital call recording as a feature; however, calls to attorneyswill
not be recorded. This feature will allow real time recording of individual calls, onlinestorage of
each recording for a minimum of one (1) year and shall have the ability to off-loada specific
call to a recording medium that retains a chain of evidence admissible in a court oflaw. The
recording feature must be able to be deactivated on a per-number dialed and/or perPIN
basis. The system must allow for the ability to mark individual recorded calls to preventthe
deletion when the normal storage period is expired. Such protected calls shall bemaintained
until such protection is removed.
Crown Correctional Telephone has read and verifies our system, Cidnet, meets this
requirement.
The system must be able to detect, alert and mark (flag) three-way calling. Such detection of
each three-way call attempt shall have the ability to mark (or flag) in the call detail recordsuch
call attempt as a fraudulent call attempt. The system shall monitor each line for eventsthat
appear to be a three-way call attempt from the called party.
Crown Correctional Telephone has read and verifies our system, Cidnet, meets this
requirement. The Cidnet voice app will detect Multi-Party Recordings where the system picks
up more than one unique speaker on the audio feed of the called party. The system can be
configured to submit notice to staff when instances of three-way calls are potentially detected.
3DJH_
Docusign Envelope ID: 8F20C68E-9EB3-4168-85C8-DCEA8DCBE1BB
The system shall not allow chain dialing and secondary tones, “hook and switch dialing,’ and
other fraudulent activities. Inmates shall be required to hang up before dialing a new number.
Crown Correctional Telephone has read and verifies our system, Cidnet, meets this
requirement.
Calls may be blocked for collect calls to unbillable numbers or when the call recipient refuses
to pay for calls. However, for any number that is blocked related to the inability or failure of
the call receipt to pay past or current charges, the call recipient and inmate shall be provided
the opportunity to complete the call by a prepaid format. If both the call recipient and inmate
decline to continue the call in a prepaid format, the service provider may block/not authorize
the call to continue.
Crown Correctional Telephone has read and verifies our system, Cidnet, meets this
requirement apart from single calling, which is still in development.
Tracking
The system inmate telephone services must have the ability to locate and provide information in a
simple format that can search, at minimum, using any or all of the following criteria:
Inmate PIN/Booking number
Date and time
Call type (i.e. payment platform, collect, free)
Called number; and
Call status including incomplete, complete calls and three-way call detection
Geo-tracking and locating called numbers
Crown Correctional Telephone has read and verifies our system, Cidnet, meets this
requirement except for geo-tracking.
Security
1. Flag, archive and generate alert reports for unauthorized call attempts, including attempts to
Restricted Numbers.
2. Provide the ability for authorized Denton Police Department personnel to selectively monitor
call activity in real time and to immediately terminate any call.
3. Retrieve and generate inmate unauthorized call activity logs for call periods as specified by
the City.
4. Provide for all calls to be monitored, recorded, and archived with the exception of calls made
to unmonitored numbers. Phone numbers for Criminal defense attorneys, Denton County
Public Defender will be identified as unmonitored numbers. Phone numbers for criminal
defense attorneys must be verified by the Denton Police Department and shall be
programmable by the Contractor into the ITS. Contractor shall not delete, add or change any
unmonitored number without the approval of the Denton Police Department.
5. The system must have the ability to report user activity within the system. Such report shall
list the user logged into the system at the time, the date, and activity. The system must allow
authorized Denton Police Department staff options to generate audit reports for all users and
for individual users and for all activities and specified activities.
3DJH_
Docusign Envelope ID: 8F20C68E-9EB3-4168-85C8-DCEA8DCBE1BB
Provide sufficient security safeguards to preclude fraudulent use of the system. Such
safeguards shall include, but not limited to:
DThe prevention of incoming calls;
EDetection and rejection of outgoing calls to Restricted Numbers and otherwise
unauthorized numbers and calls; and
FAttempts to initiate 3-way calls, call forwarding and calls to non-billable numbers.
Provide for automated turn on and shut off of telephones at times designated by the Denton
Police Department.
Have the capability to record the content of all telephone connections. The recorded call must
be stored for retrieval for a period of at least two (2) years after the call is placed and the
system must have the capability to transfer the recorded calls to removable media for
archiving, or review. Contractor must have the ability to search and access stored calls and
deliver the call at the request of the Denton Police Department or pursuant to a court order,
which shall be done at no cost to the City.
Crown Correctional Telephone has read and verifies our system, Cidnet, meets the
requirements in this section.
Training
The contractor will provide training on the inmate telephone workstation features and usage for all
workstations. Contractors shall provide a detailed scope of training, including training schedule,
length of training, various times training can be provided and number of personnel that can attend
a training session. Training should occur no later than fourteen (14) days from the “go live” date,
at no cost to the City.
Crown Correctional Telephone has read and agrees to this requirement. As previously stated, our
proposed Cidnet system is already installed, and training has taken place. We will be more than
happy to provide follow-up training as needed/ when needed at the discretion and flexibility of the
facility.
Payment, Billing and Charges
Payment Platform – Proposals must include a proposed payment platform with a discussion of
what it will include and how it will interface with the City and systems of other vendors. The
proposal should explain how the inmates will access the payment platform and how funds in and
out of the payment platform will be tracked for the inmate.
Crown Correctional Telephone has read this requirement. Current payments within the system are
all on behalf of the outside contact with no integration needed.
Pre-Pay Calling Service – In addition to traditional collect call service, the City of Denton requires
that the Contractor provide pre-pay options for called parties. The pre-pay calling option must
allow friends and family members (Users) the ability to establish an account directly with the
vendor. Contractor’s payment platform must meet the following minimum criteria:
The vendor should describe available Pre-Pay Calling Options to include at a minimum the
proposed approach to the following:
1. Prepaid account set up
2. Accept funds for inmates, including funds from family and friends, for placement in an
account established and operated by Contractor for use by an inmate
3DJH_
Docusign Envelope ID: 8F20C68E-9EB3-4168-85C8-DCEA8DCBE1BB
Account replenishment options and methods
Account balance inquiries and notifications
Crown Correctional Telephone has read this requirement. All accounts are created by the
customer managed on-line at customer.cidnet.net. Customer accounts can be replenished, and
account balances inquiries and notifications are all available at customer.cident.net.
Billing
Contractor is responsible for the billing and collection of all inmate calls in accordance with the
FCC and NCUC recorded and approved tariff rates and the contract. Contractor is responsible for
revising and updating billing and collection practices to comply with changes in the law, including
regulations, and with court orders and decisions.
The City will not responsible for any uncollectible charges, including but not limited to
incomplete calls and bad debt on collect calls.
Contractor shall not bill users for incomplete calls (e.g. network intercept recordings, busy
signals, no-answers.
All billing must be direct to the inmates or third parties, such as family members, without
involvement of the City.
Crown Correctional Telephone has read and verifies our system, Cidnet, meets the
requirements in this section.
Rates, Fees and Revenue Share
Fair rates to inmates and their families is an important part of the phone system. Bidders shall
submit a proposal with one rate fee and revenue shared bid. Bidders shall not propose
alternatives rates and revenue shared options.
1. Per Minute Rates - Per Minute Rates ((1) local, (2) intralata, (3) interlata, (4) interstate, and
(5) international) and Connect Fees for Payment Platform, Prepaid, and Collect calls. All rates
shall comply with FCC-allowed rates and mandates. Bidders must provide these rates within
the Bid Response Packet.
Crown Correctional Telephone has read and verifies our system, Cidnet, meets this
requirement.
2. Fees - Each and every fee and surcharge that will be charged to anyone. This must include
all call and call payment charges, including any for the Payment Platform and Collect call
acceptors. Fees shall comply with all FCC-allowed rates and mandates. The successful
bidder shall not charge any other fee or surcharge or impose any other cost or charge.
Crown Correctional Telephone has read DQGDJUHHVWRthis requirement.
3DJH_
Docusign Envelope ID: 8F20C68E-9EB3-4168-85C8-DCEA8DCBE1BB
Revenue Share - The contractor shall describe the commission to be paid to the City basedon
a percentage of revenues. Explain in detail the method used to calculate commission (e.g.
gross revenue, adjusted gross revenue, net revenue, etc.) State any applicable deductions
from gross revenue before calculating the City’s revenue, (i.e. uncollectable calls, total calls,
access line charges, etc.)
Crown Correctional Telephone has read this requirementDQGLVSURSRVLQJWKHQHZO\
LPSOHPHQWHG)&&UHJXODWLRQVIRUQRFRPPLVVLRQSD\PHQWVZLWKFDOOLQJUDWHVQRWWRH[FHHGWKH
HTXLYDOHQWRISHUPLQXWHRIXVDJH
The Revenue Share Rate offered by the Contractor shall be payable to the City no later than
the 10th of each month. Each commission check to the City shall be accompanied by a
detailed statement of usage and call records, including but not limited to time period covered,
commission rate applied, number of minutes and total revenue. If any payments due are not
received by the City within the period specified, the City shall be entitled to recover interest
thereon. Said interest shall be at the rate of ten (10) percent per annum or any portion thereof
(based upon a 365/66-day year) calculated from the date payment is due.
Crown Correctional Telephone has read DQGSURSRVLQJQRSD\PHQWRIFRPPLVVLRQV.
5. The contractor shall be responsible for any and all billing disputes, claims or liabilities that
may arise in regard to its provision of this contract.
Crown Correctional Telephone has read and agrees to this requirement.
Monthly Financial Reports
The proposed ITS should be capable of generating monthly reports for the City including:
Revenue Statement:
(a)Total revenue by billing and call type
(b)Total Revenue
(c)Total City Revenue Share
(d)Total Intestate Revenue
Summary Call Reports:
Each report shall contain, at minimum, the following breakdowns:
(a)Call type
(b)Payment method
(c)Number of calls
(d)Percentage of total calls
(e)Number of call minutes
(f)Revenue generated from call (including all fees)
3DJH_
Docusign Envelope ID: 8F20C68E-9EB3-4168-85C8-DCEA8DCBE1BB
(g)Percentage of total minutes
(h)Calculation of City Revenue Share Payment
(i)Total Revenue
(j)Percentage of total revenue
Crown Correctional Telephone has read and agrees to this requirement.
Year-End Summary Reports
Contractor shall submit Year-End Summary Reports, including Annual ITS Management
Reports to the City, pertaining to the Services.
Annual Summary Reports at a period to be determined by the City (e.g. fiscal, calendar year,
or annually from service start date).
The reports shall minimally provide total call volume, total minutes, and total revenue for each
Bill Type (Collect, Prepaid, Payment Platform) and volume of usage through phones or byCall
Type (Local, Intralata, Interlata, Interstate, and International calls), whether calls wereplaced
by telephone of tablet and shall also include an aggregate total of each of thesevalues.
Crown Correctional Telephone has read and agrees to this requirement.
Maintenance and Repairs
Contractor is responsible for all maintenance and repairs to telephones and the ITS. A single
point of contact with the Contractor, via a toll-free telephone number and an e-mail address, must
be provided and maintained by the Contractor for reporting all inmate telephone problems. The
contractor shall provide a tiered response to service events: Contractor shall provide a tiered
response to service events:
Priority 1, 30% or more of system functionality adversely affected, within 2 hours; Priority 2, 5% -
29% of system functionality adversely affected, within 24 hours; and Priority 3, 5% or less of
system functionality adversely affected, within 72 hours.
All equipment, including installed items shall remain the sole and exclusive property of the
Contractor and Contractor’s sole responsibility.
Contractor shall provide all necessary labor, parts, materials, technical personnel to maintain the
ITS, including all telephones and related equipment, in good working order. Contractor shall
perform preventive maintenance including all maintenance for compliance with the equipment
manufacturer's specifications throughout the term of the contract.
The Contractor shall notify the City at least twenty-four (24) hours prior to any planned
occurrence that may result in a service interruption to any inmate phone or service that lasts more
than fifteen (15) minutes.
3DJH_
Docusign Envelope ID: 8F20C68E-9EB3-4168-85C8-DCEA8DCBE1BB
The City is not be responsible for any damage to equipment.
Contractor shall develop procedures and schedules and conduct Preventive Maintenance on ITS
and all equipment. Contractor shall provide the schedule and procedures to the Denton Police
Department.
Crown Correctional Telephone has read and agrees to these requirements. A copy of our
Software and Hardware Service Level agreement was included with the bid. Additionally, Crown
Correctional Telephone provides 24/7/365 support by calling 1-888-639-6789.
Backup and Disaster Plans
Contractor must have a detailed back-up or redundancy plan, as a well as a disaster recovery
plan. Contractor must have clear processes, policies and procedures for continuation of the
services consistent with all requirements in the RFP preceding and/or following a natural or
human-induced disaster. These should be included in the proposal.
Crown Correctional Telephone has read and agrees to this requirement.
3DJH_
Docusign Envelope ID: 8F20C68E-9EB3-4168-85C8-DCEA8DCBE1BB
EXHIBIT G-CIQ
Docusign Envelope ID: 8F20C68E-9EB3-4168-85C8-DCEA8DCBE1BB
Certificate Of Completion
Envelope Id: 8F20C68E-9EB3-4168-85C8-DCEA8DCBE1BB Status: Completed
Subject: Please DocuSign: City Council Contract 8710 Inmate Telephone Services
Source Envelope:
Document Pages: 59 Signatures: 5 Envelope Originator:
Certificate Pages: 6 Initials: 1 Ginny Brummett
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
Ginny.Brummett@cityofdenton.com
IP Address: 198.49.140.10
Record Tracking
Status: Original
2/3/2025 12:25:27 PM
Holder: Ginny Brummett
Ginny.Brummett@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Ginny Brummett
ginny.brummett@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 2/3/2025 12:50:58 PM
Viewed: 2/3/2025 12:51:25 PM
Signed: 2/3/2025 12:51:45 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: 2/3/2025 12:51:47 PM
Viewed: 2/3/2025 1:12:56 PM
Signed: 2/3/2025 1:14:04 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: 2/3/2025 1:14:06 PM
Viewed: 2/3/2025 1:41:06 PM
Signed: 2/3/2025 1:45:34 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Derrick Ploutz
derrick@sterlingcommissary.com
Director of Sales
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 192.208.166.237
Sent: 2/3/2025 1:45:36 PM
Viewed: 2/3/2025 7:42:35 PM
Signed: 2/3/2025 7:48:57 PM
Electronic Record and Signature Disclosure:
Accepted: 7/17/2023 4:55:22 PM
ID: 9ace0c73-3b85-4b39-9881-868ec5362a22
Signer Events Signature Timestamp
Jessica Robledo
jessica.robledo@cityofdenton.com
Chief
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 35.150.38.184
Signed using mobile
Sent: 2/3/2025 7:49:00 PM
Viewed: 2/3/2025 8:13:40 PM
Signed: 2/3/2025 8:16:06 PM
Electronic Record and Signature Disclosure:
Accepted: 2/3/2025 8:13:40 PM
ID: a7285f7a-b976-407b-99ac-acc071dd2590
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: 2/3/2025 8:16:09 PM
Viewed: 3/5/2025 9:53:32 AM
Signed: 3/5/2025 9:53:54 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: 45.231.170.218
Signed using mobile
Sent: 3/5/2025 9:53:57 AM
Viewed: 3/5/2025 9:56:12 AM
Signed: 3/5/2025 9:56:24 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: 3/5/2025 9:56:26 AM
Viewed: 3/5/2025 10:03:32 AM
Signed: 3/5/2025 10:07:18 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: 2/3/2025 12:51:47 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: 2/3/2025 8:16:08 PM
Viewed: 2/5/2025 10:20:38 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 3/5/2025 10:07:21 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Shanika Mayo
Shanika.Mayo@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 3/5/2025 10:07:22 AM
Viewed: 3/5/2025 10:22:34 AM
Electronic Record and Signature Disclosure:
Accepted: 2/18/2025 4:32:07 PM
ID: b6ad99aa-c44c-429a-918b-d985698632bc
Mary Martin
mary.martin@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 3/5/2025 10:07:23 AM
Viewed: 3/5/2025 10:18:14 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 2/3/2025 12:50:58 PM
Certified Delivered Security Checked 3/5/2025 10:03:32 AM
Signing Complete Security Checked 3/5/2025 10:07:18 AM
Completed Security Checked 3/5/2025 10:07:23 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: Derrick Ploutz, Jessica Robledo, Shanika Mayo
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.