8843 - Contract Executed
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
Docusign Envelope ID: 994DE7C4-0374-4684-A9A1-A7BBB736C6F6
8843
Yes
RFP
Christa Christian
Market Fundamentals & Analytics Services
SEPTEMBER 10, 2028
SEPTEMBER 10, 2025
25-1501
Contract 8843
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND ENVERUS, INC.
(Contract #8843)
THIS CONTRACT (“Contract”) is made and entered into this date
_______________________, by and between ENVERUS, INC. a Texas corporation, whose
address 2901 Via Fortuna #100, Austin, Texas 78746, 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 products and/or services in accordance with the City’s RFP# 8843
Market Fundamentals & Analytics 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 8843 (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) Contractor’s Order Form and Main Subscription Agreement (Exhibit “G”)
(h) Form CIQ – Conflict of Interest Questionnaire (Exhibit “H”)
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions
of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence
first to the written agreement then to the contract documents in the order in which they are listed
above. These documents shall be referred to collectively as “Contract Documents.”
Prohibition on Contracts with Companies Boycotting Israel
Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code,
City is prohibited from entering into a contract with a company for goods or services unless the
contract contains a written verification from the company that it: (1) does not boycott Israel; and
(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.
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09/09/2025
Contract 8843
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 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 may terminate this Contract immediately without any further liability if the City
determines, in its sole judgment, that this Contract meets the requirements under Chapter 2275 of
the Texas Government Code, 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
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Contract 8843
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.
CONTRACTOR
BY: _____________________________
AUTHORIZED SIGNATURE
Printed Name: ______________________
Title: _____________________________
__________________________________
PHONE NUMBER
___________________________________
EMAIL ADDRESS
__2025-____________________________
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
ATTEST:
LAUREN THODEN, CITY SECRETARY
BY: _______________________________
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
BY: _______________________________
CITY OF DENTON, TEXAS
BY: ____________________________
SARA HENSLEY
CITY MANAGER
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
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1345791
General Counsel
512-423-0208
Shawn Shillington
shawn.shillington@enverus.com
Electric
DME General Manager
Antonio Puente, Jr.
Contract 8843
Exhibit A
Special Terms and Conditions
1. Total Contract Amount
The contract total for RFP# 8843 Market Fundamentals & Analytics Services, shall not exceed
$247,500. Pricing shall be per Exhibit F attached.
2. The Quantities
The quantities indicated on Exhibit F are estimates based upon the best available information.
Individual purchase orders will be issued on an as needed basis.
3. Contract Terms
The contract term will be three (3) years, effective from date of award or notice to proceed as
determined by the City Purchasing Department. At the sole option of the City, the Contract may
be further extended as needed, not to exceed a total of six (6) months.
4. Price Escalation and De-escalation
On Contractor’s request in the form stated herein, the City will implement an escalation/de-
escalation price adjustment annually based on these special terms. Any request for price
adjustment must be based on the U.S Department of Labor, Bureau of Labor Statistics, Producer
Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not
exceed +/- 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. Contractor 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. Contractor must
also provide supporting documentation as justification for the request. If no request is made, then
it will be assumed that the current contract price will be in effect.
Upon receipt of such request, the City 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 written notice.
Cancellation will not go into effect for 15 calendar days after a determination has been issued.
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Contract 8843
Pre-price increase prices must be honored on orders dated up to the official date of the City
approval and/or cancellation.
The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitation
number.
The City reserves the right to accept, reject, or negotiate the proposed price changes.
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Contract 8843
Exhibit B
City of Denton’s RFP 8843 File
On File at the Office of the Purchasing Agent
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Contract 8843
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 Enverus, Inc. 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 Contractor’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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Contract 8843
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 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
Contractor’s registration with the City. Unless otherwise instructed in writing, the City may rely
on the remittance address specified on the Contractor’s invoice.
C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables
order number clearly identified. Invoices shall also include a tabulation of work-hours at the
appropriate rates and grouped by work order number. Time billed for labor shall be limited to
hours actually worked at the work site.
D. 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 if the
Contractor 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. 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;
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ii. prohibit the Subcontractor from further subcontracting any portion of the Contract
without the prior written consent of the City and the Contractor. The City may require, as
a condition to such further subcontracting, that the Subcontractor post a payment bond in
form, substance and amount acceptable to the City;
iii. require Subcontractors to submit all invoices and applications for payments, including
any claims for additional payments, damages or otherwise, to the Contractor in sufficient
time to enable the Contractor to include same with its invoice or application for payment
to the City in accordance with the terms of the Contract;
iv. require that all Subcontractors obtain and maintain, throughout the term of their
contract, insurance in the type and amounts specified for the Contractor, with the City being
a named insured as its interest shall appear; and
V. REQUIRE THAT THE SUBCONTRACTOR INDEMNIFY AND HOLD THE CITY HARMLESS TO
THE SAME EXTENT AS THE CONTRACTOR IS REQUIRED TO INDEMNIFY THE CITY.
C. The Contractor shall be fully responsible to the City for all acts and omissions of the
Subcontractors just as the Contractor is responsible for the Contractor’s own acts and omissions.
Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual
relationship between the City and any such Subcontractor, nor shall it create any obligation on the
part of the City to pay or to see to the payment of any moneys due any such Subcontractor except
as may otherwise be required by law.
D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the
Contractor not later than ten (10) calendar days after receipt of payment from the City.
19. WARRANTY-PRICE:
A. The Contractor warrants the prices quoted in the 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,
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Contractor warrants that the goods sold to City shall conform to the standards promulgated by the
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
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under this section.
C. If the Contractor is unable or unwilling to perform its services in accordance with the above
standard as required by the City, then in addition to any other available remedy, the City may
reduce the amount of services it may be required to purchase under the Contract from the
Contractor, and purchase conforming services from other sources. In such event, the Contractor
shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such
services from another source.
23. 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 24, (c) becomes insolvent or seeks relief
under the bankruptcy laws of the United States or (d) makes a material misrepresentation in
Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to
the City.
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 thirty (30) calendar
days, unless otherwise specified, after the date of such notice, unless the Contractor, within such
thirty (30) day period, cures such default, or provides evidence sufficient to prove to the City’s
reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy
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available under law or in equity, the City shall be entitled to recover all actual damages, costs,
losses and expenses, incurred by the City as a result of the Contractor’s default, including, without
limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post-
judgment interest at the maximum lawful rate. Additionally, in the event of a default by the
Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years
and/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, within thirty (30) days from termination any unpaid
fees for the full contract term. 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 51. 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 divided by 3 (3-year contract term) and then divided by 365 (total number of days in
a year) 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 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. The City reserves the right to add insurance during the contract term.
B. Specific Coverage Requirements: Specific insurance requirements are contained in the
Solicitation and the Insurance Exhibit.
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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 attention of its Chief Legal Officer, at Enverus, Inc., 2901 Via Fortuna #100, Austin, Texas
78746, and emailed to shawn.shillington@enverus.com, 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.
39. PUBLICATIONS: All published material and written reports submitted under the Contract
must be originally developed material unless otherwise specifically provided in the Contract.
When material not originally developed is included in a report in any form, the source shall be
identified.
40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior
consent, the fact that the City has entered into the Contract, except to the extent necessary to
comply with proper requests for information from an authorized representative of the federal,
State, or local government.
41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has
been employed or retained to solicit or secure the Contract upon any agreement or understanding
for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona
fide established commercial or selling agencies maintained by the Contractor for the purpose of
securing business. For breach or violation of this warranty, the City shall have the right, in addition
to any other remedy available, to cancel the Contract without liability and to deduct from any
amounts owed to the Contractor, or otherwise recover, the full amount of such commission,
percentage, brokerage or contingent fee.
42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without
liability if it is determined by the City that gratuities were offered or given by the Contractor or
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any agent or representative of the Contractor to any officer or employee of the City with a view
toward securing the Contract or securing favorable treatment with respect to the awarding or
amending or the making of any determinations with respect to the performing of such contract. In
the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled,
in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred
by the Contractor in providing such gratuities.
43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: The Contractor
agrees to comply with the conflict of interest provisions of the City 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
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.
44. 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.
45. 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.
46. 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 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, 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.
47. 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 Contractor shall notify the City’s Purchasing Manager, in writing, of a company name,
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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.
48. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole
or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is
supported by consideration and is in writing signed by the aggrieved party. No waiver by either
the Contractor or the City of any one or more events of default by the other party shall operate as,
or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an
express or implied acceptance of any other existing or future default or defaults, whether of a
similar or different character. 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.
49. 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.
50. 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.
51. 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
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Contract 8843
agreement signed by both parties, in which event the parties may proceed directly to mediation as
described below.
B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation
process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation
skills to assist with resolution of the dispute. Should they choose this option; the City and the
Contractor agree to act in good faith in the selection of the mediator and to give consideration to
qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties
from relying on the skills of a person who is trained in the subject matter of the dispute or a contract
interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of
initiation of the mediation process, the mediator shall be selected by the Denton County Alternative
Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith
for up to thirty (30) calendar days from the date of the first mediation session. The City and the
Contractor will share the mediator’s fees equally and the parties will bear their own costs of
participation such as fees for any consultants or attorneys they may utilize to represent them or
otherwise assist them in the mediation.
C. The parties shall not be required to submit to binding arbitration.
52. 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.
53. 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.
54. 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)
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Contract 8843
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 the City Holidays. Any
scheduled deliveries or work performance not within the normal hours of operation must be
approved by the Denton City Manager or their authorized designee.
55. 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.
56. NON-SUSPENSION OR DEBARMENT CERTIFICATION:
The City 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 Contractor 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.
57. 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.
58. 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
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Contract 8843
associated with the manufacture of the end product.
iii. “Domestic end product” means-
(1) An unmanufactured end product mined or produced in the United States; or
(2) An end product manufactured in the United States, if the cost of its components mined,
produced, or manufactured in the United States exceeds 50 percent of the cost of all its
components. Components of foreign origin of the same class or kind as those that the agency
determines are not mined, produced, or manufactured in sufficient and reasonably available
commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected,
and prepared for processing in the United States is considered domestic.
iv. “End product” means those articles, materials, and supplies to be acquired under the Contract
for public 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”.
59. RIGHT TO INFORMATION: The City 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.
60. 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
Contractor.
61. 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).
62. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The Contractor
shall comply with all State, federal, and local laws and requirements. The Contractor must comply
with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the
Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits
the offering or conferring of benefits to public servants; 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.
63. 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
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coverage and standard Workers’ Compensation insurance coverage. Contractor shall ensure
compliance with all federal and State tax laws and withholding requirements. The City 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 and
shall pay all costs, penalties, or losses resulting from Contractor’s omission or breach of this
Section.
64. 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.
65. 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.
66. 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 Procurement Manager in writing of any such damage
within one (1) calendar day.
67. FORCE MAJEURE: The City, 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. 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 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.
68. 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.
69. 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 any immunities from
Docusign Envelope ID: 994DE7C4-0374-4684-A9A1-A7BBB736C6F6
Contract 8843
suit or from liability that the City may have by operation of law.
70. RECORDS RETENTION: The Contractor shall retain all financial records, supporting
documents, statistical records, and any other records or books relating to the performances called
for in the Contract. The Contractor shall retain all such records for a period of four (4) years after
the expiration of the Contract, or until the CPA or State Auditor’s Office is satisfied that all audit
and litigation matters are resolved, whichever period is longer. The Contractor shall grant access
to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of
Texas, and any federal governmental entity that has authority to review records due to federal
funds being spent under the Contract. 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.
71. 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.
72. 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.
Docusign Envelope ID: 994DE7C4-0374-4684-A9A1-A7BBB736C6F6
Contract 8843
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 8800 – Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after
Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Commission’s website within seven business days.
Docusign Envelope ID: 994DE7C4-0374-4684-A9A1-A7BBB736C6F6
Market Fundamentals and Analytics - 8843
INSURANCE REQUIREMENTS
Respondent’s attention is directed to the insurance requirements below. It is highly
recommended that respondents confer with their respective insurance carriers or
brokers to determine in advance of Proposal/Bid submission the availability of insurance
certificates and endorsements as prescribed and provided herein. If an apparent low
respondent fails to comply strictly with the insurance requirements, that respondent may
be disqualified from award of the contract. Upon c o n t r a c t a w a r d , a l l
i n s u r a n c e r e q u i r e m e n t s shall become contractual obligations, which the
successful contractor shall have a duty to maintain throughout the course of this
contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the
Contractor, the Contractor shall provide and maintain until the contracted work
has been completed and accepted by the City of Denton, Owner, the minimum
insurance coverage as indicated hereinafter.
As soon as practicable after notification of contract award, Contractor shall file
with the Purchasing Department satisfactory certificates of insurance including
any applicable addendum or endorsements, containing the contract number and
title of the project. Contractor may, upon written request to the Purchasing
Department, ask for clarification of any insurance requirements at any time;
however, Contractors are strongly advised to make such requests prior to
proposal/bid opening, since the insurance requirements may not be modified
or waived after proposal/bid opening unless a written exception has been
submitted with the proposal/bid. Contractor shall not commence any work
or deliver any material until he or she receives notification that the contract has
been accepted, approved, and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements
shall comply with the following general specifications, and shall be maintained in
compliance with these general specifications throughout the duration of the
Contract, or longer, if so noted:
Each policy shall be issued by a company authorized to do business in the
State of Texas with an A.M. Best Company rating of at least A- or better.
Any deductibles or self-insured retentions shall be declared in the proposal. If
requested by the City, the insurer shall reduce or eliminate such deductibles or
self-insured retentions with respect to the City, its officials, agents, employees,
and volunteers; or, the contractor shall procure a bond guaranteeing payment of
losses and related investigations, claim administration and defense expenses.
Liability policies shall be endorsed to provide the following:
Docusign Envelope ID: 994DE7C4-0374-4684-A9A1-A7BBB736C6F6
Exhibit E
Market Fundamentals and Analytics - 8843
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
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Market Fundamentals and Analytics - 8843
combined bodily injury (including death) and property damage limits of
$1,000,000.00 per occurrence and $2,000,000.00 general aggregate.
B. WORKERS’ COMPENSATION and EMPLOYERS LIABILITY INSURANCE
Workers’ Compensation within the regulations of the Texas Workers’
Compensation Act. The minimum policy limits for Employers Liability are:
Bodily Injury by Accident: $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. PROFESSIONAL LIABILITY INSURANCE
If CONTRACTOR is a licensed or certified person who renders professional
services, then Professional Liability Insurance to provide coverage against
any claim which the CONTRACTOR becomes legally obligated to pay as
damages arising out of the performance of professional services caused by
any negligent error, omission or act with minimum limits of $1,000,000.00
per claim, $2,000,000.00 annual aggregate.
SUBCONTRACTING LIABILITY
(1) Without limiting any of the other obligations or liabilities of the CONTRACTOR,
the CONTRACTOR shall require each Subcontractor performing work under the
contract, at the Subcontractor's own expense, to maintain during the engagement
with the CITY, types and limits of insurance that are appropriate for the
services/work being performed, comply with all applicable laws and are consistent
with industry standards. The Subcontractor’s liability insurance shall name
CONTRACTOR as an additional insured.
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Market Fundamentals and Analytics - 8843
(2) CONTRACTOR shall obtain and monitor the certificates of insurance from each
Subcontractor. CONTRACTOR must retain the certificates of insurance for the
duration of the contract and shall have the responsibility of enforcing insurance
requirements among its subcontractors. The CITY shall be entitled, upon request
and without expense, to receive copies of these certificates.
Docusign Envelope ID: 994DE7C4-0374-4684-A9A1-A7BBB736C6F6
Enverus, Inc
Austin, TX
Line #Description 3 Year Contract
1 Data & Analytics Total Cost will be for best
value options/offer to meet the technical
specifications in the scope of work.
$225,000.00
EXHIBIT F - PRICE PROPOSAL
8843 - Page 1
Docusign Envelope ID: 994DE7C4-0374-4684-A9A1-A7BBB736C6F6
ORDER FORM
PRICING INFORMATION IS CONFIDENTIAL TO ENVERUS AND MAY NOT BE DISCLOSED
Enverus may adjust the start date and end date, without increasing the total price or changing the term length, based on the date Enverus
receives this executed Order Form and activates Enverus Products. If Subscriber acquires another Enverus customer or its affiliate
(whether by merger, stock purchase, asset purchase, or otherwise), Subscriber’s fees may be increased to account for the combined
entity. If resetting the start date, Enverus shall credit Subscriber for paid and unused subscription fees.
CONTACT INFORMATION
SUBSCRIBER BILLING NAME BILLING ADDRESS BILLING CONTACT NAME BILLING EMAIL ADDRESS
City of Denton, TX 215 E McKinney St Denton
Texas 76201 United States
SALESPERSON EMAIL BILLING TERM PAYMENT TERM
Colin Groves colin.groves@enverus.com Annual Net 30
TERM
Recurring Products and Services
Year 1
START
DATE
END
DATE
PRODUCT NAME QTY PERMITTED
NUMBER OF
AUTHORIZED
USERS
9/29/2025 9/28/2026 Enverus P&R - MUSE 1.00 9
9/29/2025 9/28/2026 Enverus P&R - MUSE - ERCOT 1.00 9
9/29/2025 9/28/2026 Enverus P&R - Short-Term Forecast 1.00 9
9/29/2025 9/28/2026 Enverus P&R - Short-Term Forecast - ERCOT 1.00 9
9/29/2025 9/28/2026 Enverus P&R - Flash Publications - Analyst Access 1.00 9
Page 1
Shane Wallin shane.wallin@cityofdenton.com
and ap@cityofdenton.com
Enverus is a global company with offices in the United States, Canada, Europe, and Asia. It provides products and services through
Enverus, Inc., a corporation registered in Texas and headquartered in Austin, and through related entities operating in certain other
jurisdictions. References to “we”, “our”, “us”, or “Enverus” are to the Enverus entity or entities providing products or services to
City of Denton, TX (“Subscriber”). Subscriber and its Users hereby agree to this Order Form, the Main Subscription Agreement, and
any other attachments hereto. Subscriber: (a) has read and understands the entire Agreement; (b) is authorized and intends to form a
legally binding contract with Enverus; (c) will only use Enverus Products or Enverus Data for Internal Use and will not use Enverus
Products or Enverus Data to produce or develop any commercial product or software; (d) may employ Artificial Intelligence (“AI”)
tools such as large language models, neural networks, and similar technology, to enhance its utilization of the Enverus Products or
analyze/interpret Enverus Data for Internal Use, so long as such use is confined to a Subscriber-controlled internal instance with stringent
controls preventing external access; (e) will not upload Enverus Data or Product output to any third-party platform or software (including
AI tools) that allows such data to be accessible by, or utilizes such data for the benefit of, third-parties, including the prohibition
of using such data for the training or enrichment of any third-party platforms or software; (f) agrees that the Agreement, whether
printed or electronic, constitutes a “writing” under any applicable law; (g) understands that the Agreement includes WARRANTY
DISCLAIMERS, INDEMNIFICATION FOR NEGLIGENCE, LIMITATION OF LIABILITY,AND WAIVER OF JURY
TRIAL, and (h) will cause all Users to abide by the Agreement.
Docusign Envelope ID: 994DE7C4-0374-4684-A9A1-A7BBB736C6F6
Exhibit G
START
DATE
END
DATE
PRODUCT NAME QTY PERMITTED
NUMBER OF
AUTHORIZED
USERS
9/29/2025 9/28/2026 Enverus P&R - Flash Publications - Analyst Access - ERCOT 1.00 9
Year 1 TOTAL:USD 75,000.00
Year 2
START
DATE
END
DATE
PRODUCT NAME QTY PERMITTED
NUMBER OF
AUTHORIZED
USERS
9/29/2026 9/28/2027 Enverus P&R - MUSE 1.00 9
9/29/2026 9/28/2027 Enverus P&R - MUSE - ERCOT 1.00 9
9/29/2026 9/28/2027 Enverus P&R - Short-Term Forecast 1.00 9
9/29/2026 9/28/2027 Enverus P&R - Short-Term Forecast - ERCOT 1.00 9
9/29/2026 9/28/2027 Enverus P&R - Flash Publications - Analyst Access 1.00 9
9/29/2026 9/28/2027 Enverus P&R - Flash Publications - Analyst Access - ERCOT 1.00 9
Year 2 TOTAL:USD 75,000.00
Year 3
START
DATE
END
DATE
PRODUCT NAME QTY PERMITTED
NUMBER OF
AUTHORIZED
USERS
9/29/2027 9/28/2028 Enverus P&R - MUSE 1.00 9
9/29/2027 9/28/2028 Enverus P&R - MUSE - ERCOT 1.00 9
9/29/2027 9/28/2028 Enverus P&R - Short-Term Forecast 1.00 9
9/29/2027 9/28/2028 Enverus P&R - Short-Term Forecast - ERCOT 1.00 9
9/29/2027 9/28/2028 Enverus P&R - Flash Publications - Analyst Access 1.00 9
9/29/2027 9/28/2028 Enverus P&R - Flash Publications - Analyst Access - ERCOT 1.00 9
Year 3 TOTAL:USD 75,000.00
Page 2
Docusign Envelope ID: 994DE7C4-0374-4684-A9A1-A7BBB736C6F6
AUTHORIZED SIGNATURES
City of Denton, TX
Enverus
Signature:
\s1\
Signature:
\s2\
Name (Print):
\n1\
Name (Print):
Shawn M. Shillington
Title:
\t1\
Title:
General Counsel
Date:
\d1\
Date:
\d2\
Subscriber Billing and Notice Information Enverus Notice Information
Name:
\billing_name1\
Name:
Shawn M. Shillington
Address:
\billing_address1\
Address:
2901 Via Fortuna Building 6, Suite
100, Austin, TX, 78746
Phone:
\billing_phone1\
Phone:
(512) 477-9200
Email:
\ba_email1\
Email:
shawn.shillington@enverus.com
Page 3
Docusign Envelope ID: 994DE7C4-0374-4684-A9A1-A7BBB736C6F6
Accounts Payable Shane Wallin
shane.wallin@cityofdenton.com
accountspayable@cityofdenton.com
8/5/20259/10/2025
City Manager
Sara Hensley
Page 4
MAIN SUBSCRIPTION AGREEMENT
1. Product Access. During the Term and subject to Subscriber’s compliance with this Agreement, Enverus grants Subscriber a limited,
non-exclusive, non-transferable, non-sublicensable, revocable license for Users to use Enverus Products solely for Internal Use.
Products shall not be shared with affiliates or any third parties unless otherwise agreed to by Enverus in writing. Additional Users
or Products may be added pursuant to an email submitted or confirmed by Subscriber. The Products are subject to usage limits
specified in the Order Form and Documentation. If Subscriber exceeds usage limits, Subscriber will execute an Order Form for
additional quantities of the applicable Products promptly upon Enverus’ request and/or pay any invoice for excess usage in
accordance with the “Invoicing and Payment” section below. Enverus may suspend or terminate access to all Enverus Products if
Subscriber or any User is suspected of violating this Agreement.
2. Internal Use.
a. As used herein, “Internal Use” means ordinary use for internal business purposes solely for the benefit of Subscriber (not
including affiliates unless specified on the applicable Order Form). Upon request from Enverus, Subscriber shall demonstrate
and discuss the scope of such use with Enverus.
b. If Subscriber uses Enverus Products or Enverus Data to create projects, designs, reports, or other documents that are accessible
by any third party, then:
i. Any included Enverus Data shall be limited to individual data points in text (not a database).
ii. Any included images or tables based on Enverus Data must be static image files (e.g., pdf or jpeg, not xls or csv) that do not
display specific data points and from which it is not possible to reverse engineer, extract, or manipulate such data.
iii. Any such projects, designs, reports, or other documents may be provided to third parties only on an ad-hoc, asynchronous
basis(not as part of a regular distribution, software product, or webpage and not updated in real-time or in accordance with a
regular schedule) in a manner that is not capable of use substantially as a substitute for the Enverus Data or Products.
iv. Subscriber shall attribute Enverus by prominently including “Source: Enverus” and shall provide Enverus a copy upon request.
c. “Internal Use” does not include the following and Subscriber shall not and shall not permit or authorize any third party to:
i. Extend any warranties on behalf of Enverus or imply that Enverus is responsible for reliability, accuracy, completeness, or
currency of any information.
ii. Provide any third party with packages or summaries of Enverus Data or any material marked “Confidential” or “Not for
distribution.”
iii. Use Enverus Products, Enverus Data, or any Enverus API other than for the Internal Use or sell, lease, license, sublicense, rent,
loan, share, pledge, or otherwise transfer, with or without consideration, all or any part of Enverus Products or Enverus Data or
permit third parties or Subscriber personnel that are not Users to benefit from them, including a timesharing, rental, outsourcing,
service bureau, networking, hosted service, or other arrangement.
iv. Use Enverus Products, Enverus Data, or any Enverus API (1) to produce a commercial product or develop software in any
form; (2) to build, develop, or provide any third parties or Subscriber personnel that are not Users with any software, code, scripts,
models, interpretations, training data, apps, platforms, exchanges, websites, widgets, plugins or other tools; or (3) modify, copy,
or create derivative works, packages, or summaries of any Products, Enverus Data, or Enverus API or any part, feature, function
or user interface thereof.
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v. Reverse engineer, decompile, decrypt, or disassemble Products, or attempt to de-aggregate or de-anonymize any data or
information that has been aggregated or anonymized, remove proprietary notices or labels, use any robot, spider, or other
automated method (other than an Enverus API) to access, download, or reproduce Enverus Data, or use Products in a way that
causes a denial of service for other users or interferes with or unduly burdens performance.
vi. Disclose or permit any third party to use confidential information of Enverus, including (i) Enverus Data, (ii) Documentation
or technical information related to Enverus Products, and (iii) the provisions of this Agreement (including pricing).
d. Subscriber is authorized to employ Artificial Intelligence (“AI”) tools such as large language models, neural networks, and
similar technology, to enhance its utilization of the Enverus Products or analyze/interpret Enverus Data for Internal Use. This
usage shall comply with Subscriber’s obligations under this Agreement, including maintaining the confidentiality of the Enverus
Products and Enverus Data. Subscriber expressly agrees that:
i. AI Platform Uploads. Subscriber may upload Enverus Data or Product output to third-party or external AI platforms (e.g.,
Microsoft Copilot). However, Subscriber represents and warrants that such uploads are only to Subscriber-controlled internal
instances and that such platforms do not utilize the uploaded Enverus Data or Enverus Product output for AI enrichment or
training purposes or make such data otherwise available or accessible to any third parties.
ii. Prohibition on Commercial Product Development. Subscriber shall not use any AI in conjunction with Enverus Data or Enverus
Product output to create or develop any products or services intended for commercial sale. This includes, but is not limited to,
software, derivative datasets, or consulting deliverables.
3. Subscriber Responsibilities. Subscriber is responsible for all activities of its Users, obtaining and maintaining any Subscriber
equipment and any ancillary services needed to connect to, access, or use Enverus Products. Subscriber shall: (a) be responsible for
Users’ compliance with this Agreement; (b) be responsible for the accuracy, quality and legality of Subscriber Data, the means by
which Subscriber acquired Subscriber Data, Subscriber’s use of Subscriber Data with Enverus Products, and the interoperation of
any Non Enverus Applications with which Subscriber uses Products; (c) use commercially reasonable efforts to prevent unauthorized
access to or use of Products, and notify Enverus promptly of any such unauthorized access or use; (d) use Products only in accordance
with this Agreement and applicable laws and government regulations
4. Fees and Payment.
a. Fees. Subscriber will pay all fees specified in Order Forms. Except as otherwise specified herein or in an Order Form, (i) fees
are based on Products purchased and not actual usage, (ii) payment obligations are non-cancelable and fees paid are non-
refundable, and (iii) quantities purchased cannot be decreased during the relevant subscription term.
b. Invoicing and Payment. Fees will be invoiced in advance and otherwise in accordance with the relevant Order Form. Unless
otherwise stated in the Order Form, fees are due net 30 days from receipt of the invoice. Subscriber is responsible for providing
complete and accurate billing and contact information to Enverus and notifying Enverus of any changes to such information.
c. Overdue Charges. If any invoiced amount is not received by Enverus by the due date, then without limiting Enverus’ rights or
remedies, those charges may accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate
permitted by law, whichever is lower.
d. Suspension of Product Access. If any charge owing by Subscriber is 30 days or more overdue, Enverus may, without limiting its
other rights and remedies, suspend access to all Enverus Products until such amounts are paid in full, provided Enverus has given
Subscriber at least 10 days’ prior notice that its account is overdue in accordance with the “Notices” section below.
e. Taxes. Enverus fees do not include any taxes, levies, duties, or similar governmental assessments of any nature, including, for
example, value-added, sales, use or withholding taxes, accessible by any jurisdiction whatsoever (collectively, “Taxes”). For
clarity, Enverus is solely responsible for taxes assessable against it based on its income, property, and employees.
Docusign Envelope ID: 994DE7C4-0374-4684-A9A1-A7BBB736C6F6
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f. Accounts under $10,000 per year. All subscribers under $10,000 per year must have a valid ACH on file for billing purposes.
Alternative payment methods (e.g., check by mail) are acceptable and will be invoiced at Subscriber’s request, but if payment is
not received on time, the payment method on file will be charged. Payment methods will be securely stored and automatically
billed upon renewal, unless timely cancellation notice is received. Failure to maintain a valid credit card or ACH payment method
on file may result in suspension or termination of the Enverus subscription.
5. Term and Termination.
a. Term of Agreement Intentionally Omitted.
b. Termination. Intentionally Omitted.
c. Refund or Payment upon Termination.
i. By Subscriber. If this Agreement is terminated by Subscriber for material breach in accordance with the “Termination” section
above, Enverus shall pay to Subscriber, within thirty (30) days, a pro rata refund for any prepaid fees covering the remainder of
the term of the Order Form after the effective date of termination. If this Agreement is terminated by Subscriber for convenience
in accordance with the “Termination” section above, Subscriber shall pay to Enverus, within thirty (30) days, any unpaid fees for
the full Term, including any Renewal Term in accordance with Section 5b. Any fees that otherwise would have become due later
in the Term shall accelerate and immediately become due and payable. In no event will termination relieve Subscriber of its
obligation to pay any fees payable to Enverus.
ii. By Enverus. If this Agreement is terminated by Enverus for material breach in accordance with the “Termination” section
above, Subscriber will pay any unpaid fees for the full Term, including any Renewal Term in accordance with Section 5b. Any
fees that otherwise would have become due later in the Term shall accelerate and immediately become due and payable. If this
Agreement is terminated by Enverus for convenience in accordance with the “Termination” section above, Enverus shall issue a
pro rata refund to Subscriber for any prepaid fees covering the period after the effective date of termination.
d. Results of Termination. Upon termination or expiration of the Agreement (i) all rights, licenses, and access to Enverus Products
terminate; (ii) Subscriber shall promptly destroy all copies (including copies in email) of all Enverus Data in Subscriber’s
possession or control; (iii) Subscriber shall cause each User to certify that it has completed these procedures and provide such
certifications to Enverus; and (iv) Enverus may pursue any remedies available at law or in equity. Subscriber may retain Enverus
Data to the extent necessary to comply with applicable law or archival policies, subject to continued application of this
Agreement. If Subscriber’s Product access changes, this provision shall apply to Products to which Subscriber no longer has
access. If Subscriber makes any material misrepresentations to Enverus or materially violates Section 2 of this Agreement or this
Section 5e, then until such violations are cured and all provisions of this Section 5e have been complied with, Subscriber shall
pay Enverus an amount per day equal to three times Subscriber's most recent annual fees divided by 365, as liquidated damages
and not as a penalty, which Subscriber agrees is reasonable given the difficulty in determining actual damages.
6. Representations, Warranties, Exclusive Remedies, and Disclaimers.
a. Representations. Each Party represents that it has validly entered into this Agreement and has the legal power to do so.
b. Enverus Warranties. Enverus warrants that:
i. The Products will perform materially in accordance with the applicable Documentation.
ii. Enverus will maintain appropriate administrative, physical, and technical safeguards for protection of the security,
confidentiality, and integrity of Subscriber Data. Those safeguards will include measures designed to prevent unauthorized access
to or disclosure of Subscriber Data (other than by Subscriber’s Users).
Docusign Envelope ID: 994DE7C4-0374-4684-A9A1-A7BBB736C6F6
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iii. For any breach of an above warranty, Subscriber’s exclusive remedies are those described in the “Termination” and “Refund
or Payment upon Termination” sections above.
c. Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, ENVERUS DISCLAIMS ANY AND ALL
WARRANTIES, WHETHER EXPRESS, ORAL, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY
IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, TITLE, OR
NONINFRINGEMENT, AND ANY WARRANTIES ARISING BY VIRTUE OF CUSTOM OF TRADE OR COURSE
OF DEALING, TO THE MAXIMUM EXTENT PERMITTED BY LAW. ENVERUS DOES NOT REPRESENT OR
WARRANT THAT THE PRODUCTS WILL MEET REQUIREMENTS OR THAT THEY ARE SUITABLE FOR NEEDS
OR THAT THE DATA OR RESULTS ARE CORRECT, ACCURATE, TIMELY, COMPLETE, SUITABLE, OR
RELIABLE. PROPRIETARY DATA IS COMPILED FROM SOURCES BEYOND ENVERUS’ CONTROL AND
ERRORS, GAPS, AND INACCURACIES MAY EXIST. THE PRODUCTS AND PROPRIETARY DATA ARE PROVIDED
ON AN “AS IS WITH ALL FAULTS” BASIS WITHOUT WARRANTIES OF ANY KIND. SUBSCRIBERASSUMES ALL
RISK OF ERRORS AND OMISSIONS IN THE PRODUCTS AND PROPRIETARY
DATA. THE PRODUCTS ARE A SUPPLEMENT TO, NOT A SUBSTITUTE FOR, THE KNOWLEDGE, EXPERTISE,
SKILL, AND JUDGMENT OF PROFESSIONALS. SUBSCRIBER ACCEPTS ALL RISKS IN ITS USE OF THE
PRODUCTS INCLUDING BUT NOT LIMITED TO ANY INVESTMENT, ACQUISITION, DEVELOPMENT,
PRODUCTION ORFINANCIAL DECISIONS. NO INFORMATION OBTAINED THROUGH USE OF THE PRODUCTS
SHALL CONSTITUTE INVESTMENT ADVICE, TRADING RECOMMENDATIONS, OR TRADING INFORMATION.
THESE DISCLAIMERS SHALL APPLY REGARDLESS OF ANY FAILURE OF ESSENTIAL PURPOSE OF ANY
LIMITED REMEDY. SOME OF THE ABOVE MAY NOT APPLY IN JURISDICTIONS THAT DO NOT ALLOW THE
EXCLUSION OF CERTAIN WARRANTIES.
7. Indemnification.
a. Enverus Indemnity. Subject to Section 7c, Enverus shall defend, indemnify, and hold harmless Subscriber against any action to
the extent based on a claim that the unmodified Products infringe a patent, copyright, or trademark (“IP Claim”). If adjudged to
infringe, Enverus shall, at its option (i) procure for Subscriber the right to continue using Enverus Products, (ii) modify or replace
Enverus Products so that they do not infringe, or (iii) terminate the Agreement and refund the part of the pre-paid fee applicable
to period after termination. Enverus shall have no liability for claims based on: (1) use of other than current, unaltered Products,
(2) use of Products in combination with non-Enverus products, software, services, or data, (3) third-party software or data, or (4)
failure to use Enverus Products in accordance with the Documentation, this Agreement, or for their intended purpose. THE
FOREGOING STATES THE ENTIRE LIABILITY OF ENVERUS AND THE EXCLUSIVE REMEDY OF SUBSCRIBER
WITH RESPECT TO CLAIMS OF INFRINGEMENT OF ANY KIND.
b. Subscriber Indemnity. Intentionally Omitted.
c. Conditions. The City shall: (i) promptly notify Enverus in writing of any claim (failure to provide such prompt notice shall only
affect the rights to the extent that such failure has a prejudicial effect on the defenses or other rights available to Enverus ), (ii)
allow Enverus to have sole control of the defense and all related settlement negotiations (the City may retain independent
counsel at its own expense), and (iii) provide Enverus with the information, authority and assistance necessary to perform
Enverus’ obligations under this Section.
8. Limitation of Liability. Intentionally Omitted.
9. Data Processing.
a. Personal Data. Our privacy policy describes our practices regarding our collection and use of personal information in the
course of our business, including the course of providing Enverus Products to the Subscriber. In particular, our privacy policy
describes the types of personal information we collect; how we collect, use, and share personal information; our legal basis for
Docusign Envelope ID: 994DE7C4-0374-4684-A9A1-A7BBB736C6F6
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using personal information; how long we keep personal information; how we protect personal information; the countries to which
we may transfer personal information, and the rights of individuals regarding their personal information. Our privacy policy is
accessible on our website at https://www.enverus.com/privacy-policy/. It is updated from time to time, so we encourage you to
review it regularly. The Subscriber represents and warrants to Enverus that any personal information which the Subscriber provides
to us is collected, used, and shared by the Subscriber in accordance with applicable data protection laws. In no event shall Enverus
retain, use, sell or disclose any personal information or data that we have received from Subscriber for any purpose other than for
the specific purpose of providing Enverus Products specified in this Agreement, except as may be required by law.
To the extent Personal Data from the European Economic Area (EEA), the United Kingdom or Switzerland are processed by
Enverus, the Standard Contractual Clauses of the General Data Protection Regulation (GDPR), as further set forth in an applicable
data processing addendum, and/or, if applicable, Enverus’ commitments under the Data Privacy Framework shall apply. For the
purposes of the Standard Contractual Clauses, Subscriber is the controller and data exporter. Subscriber's acceptance of this
Agreement shall be treated as its execution of the Standard Contractual Clauses and Appendices. Upon request by Subscriber made
within 30 days after the effective date of termination or expiration of this Agreement, Enverus will make Subscriber Data available
to Subscriber for export or download. After such 30-day period, Enverus will have no obligation to maintain or provide any
Subscriber Data.
b. Anonymized Data. Anonymized Data refers to information or data that has been collected and aggregated from multiple sources
or individual data points derived from Product usage into anonymized form. This process is done to protect the privacy and
confidentiality of the original source while providing valuable insights and trends into our Products, and is used for statistical
analysis, reporting, research, and development purposes. Subscriber acknowledges and agrees that Enverus may collect, store, and
use such information for any lawful business purpose. Enverus may disclose such Anonymized Data to third parties without
restriction. Anonymized Data shall not include any sensitive or personal information. This Section 9 does not give Enverus the
right to identify Subscriber as the source of the Anonymized Data.
c. Subscriber Data. Enverus will maintain administrative, physical, and technical safeguards for protection of the security,
confidentiality, and integrity of Subscriber Data. Those safeguards will include, but will not be limited to, measures for preventing
access, use, modification, or disclosure of Subscriber Data by Enverus personnel except (a) to provide Enverus Products and prevent
or address service or technical problems, (b) as compelled by law in accordance with the “Confidentiality: Compelled Disclosure”
section below, or (c) as expressly permitted in writing by Subscriber. Subscriber warrants that the Subscriber Data will not infringe
the Intellectual Property rights or other legal rights of any person or third party, and will not breach the provisions of any law,
statute, or regulation, in any jurisdiction. If a data processing addendum (“DPA” available at
www.enverus.com/wpcontent/uploads/2022/10/Enverus-Standard-DPA-Oct-2022-v2.docx.pdf) is agreed to by Subscriber and
Enverus, then the DPA shall be incorporated herein. Subscriber shall not upload, transmit, or store any Subscriber Data that could
be reasonably considered Personally Identifiable Information (PII) within Enverus Products without obtaining prior written consent
from Enverus. Enverus shall not be liable for any damages, losses, or claims arising from Subscriber’s violation of this provision.
10. Ownership / Feedback / Reference. The Products, Enverus Data, Anonymized Data, and all derivatives thereof and all patents,
copyrights, trade secret rights, trademarks, trade names and other proprietary rights associated therewith are the valuable, exclusive
property of Enverus protected by contract and intellectual property laws. This Agreement does not transfer or assign any ownership
rights to Subscriber or anyone else, nor shall Subscriber challenge Enverus’ ownership of such property. Enverus reserves the right
to alter Enverus Products, implement user priorities, implement rules for use, discontinue certain functional aspects of Enverus
Products, or add, withdraw, or alter any Enverus Data. Any ideas, feedback, suggestions, corrections, alterations, improvements,
additional data points, requests, questions, comments, results of any test or evaluation and the like provided by Subscriber to
Enverus (“Feedback”), including any enhancement, improvements, or new features to same, will be the property of Enverus.
Subscriber hereby assigns and agrees to assign to Enverus all right, title and interest worldwide in the Feedback and the related
intellectual property rights. Enverus may publicly identify Subscriber as a customer, including on its website, government filings,
and in marketing materials.
11. Unauthorized Use. Enverus may utilize security keys and other enforcement mechanisms in Enverus Products. Subscriber shall
not attempt to defeat or circumvent any encryption, security, or enforcement mechanisms. Subscriber will prevent unauthorized
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use of Enverus Products and immediately notify Enverus of any unauthorized use. Subscriber will require each User to keep its
user ID and password for Enverus Products confidential and not share user IDs with other companies or individuals. If Subscriber
or any User suspects that any of its passwords have been disclosed or made known to any other person or if any User ceases to be
an employee or contractor of Subscriber, Subscriber will immediately notify Enverus at support@enverus.com. Enverus shall have
the right to suspend, cap, limit, or disable file transfers, downloads, and exports as part of Product design, to protect Enverus Data,
or to facilitate operations.
12. Additional Security Measures. Subscriber may need to enable additional security measures, such as two-factor authentication, in
order to access particular features of some Enverus Products. If Subscriber subsequently removes those security features, Subscriber
or Users may not be able to continue to access particular features of the applicable Enverus Products.
13. Confidentiality.
a. Definition of Confidential Information. “Confidential Information” means all information disclosed by a party (“Disclosing
Party”) to the other party (“Receiving Party”), that is clearly marked as confidential. Confidential Information of Subscriber
includes Subscriber Data; Confidential Information of Enverus includes Enverus Products, Enverus Data, pricing, business and
marketing plans, technology and technical information, product plans and designs, and business processes. However, Confidential
Information does not include Anonymized Data or any information that (i) is or becomes generally known to the public without
breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing
Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach
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b. of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party.
c. Protection of Confidential Information. The Receiving Party will use the same degree of care that it uses to protect the
confidentiality of its own confidential information of like kind (but not less than reasonable care) (i) not to use any Confidential
Information of the Disclosing Party for any purpose outside the scope of this Agreement, and (ii) except as otherwise authorized
by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of its and its Affiliates’
employees and contractors who need that access for purposes consistent with this Agreement and who have signed confidentiality
agreements with the Receiving Party containing protections no less stringent than those herein. Neither party will disclose the terms
of this Agreement or any Order Form to any third party other than its Affiliates, legal counsel, and accountants without the other
party’s prior written consent, provided that a party that makes any such disclosure to its Affiliate, legal counsel or accountants will
remain responsible for such Affiliate’s, legal counsel’s, or accountant’s compliance with this “Confidentiality” section.
c. Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent
compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of the compelled disclosure (to the
extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure.
If the Receiving Party is compelled by law to disclose Confidential Information as part of a civil proceeding to which the Disclosing
Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its
reasonable cost of compiling and providing secure access to that Confidential Information. Enverus acknowledges that the City of
Denton must strictly comply with the Public Information Act, Chapter 552, Texas Government Code in responding to any request for
public information related to this Agreement. This obligation supersedes any conflicting provisions of this Agreement. Any portions of
such material claimed by Enverus 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.
14. Force Majeure. Enverus shall not be liable for any loss or liability related to a Force Majeure event. Such events include
electrical outages, fires, floods, extraordinary weather conditions, earthquakes, acts of God, pandemics, equipment failures,
DoS/DDoS or similar attacks, connection problems, weather, strikes, walkouts, riots, armed conflicts, terrorism, labor dispute,
action of government, communications or power failure, equipment or software malfunctions, wild beasts, acts of war, or any
causes outside the reasonable control of Enverus. Enverus shall have no responsibility to provide access to Enverus Products during
such delays or interruption regardless of the cause and shall not be deemed to be in breach of this Agreement as a result thereof.
Enverus shall promptly 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.
15. Third Party Content. The Products may contain data obtained from data providers or other third parties, content posted by
customers, and links to third-party websites or resources (“Third-Party Content”). Enverus is not responsible for external sites or
resources and has no control over, does not endorse, and does not make any representations or warranties with respect to Third-
Party Content. Enverus is not responsible or liable for any damage related to use of or reliance on any Third-Party Content.
Subscriber shall evaluate, and bear all risks associated with, the use of any Third-Party Content, including any reliance on the
accuracy, completeness, or usefulness. Subscriber’s correspondence or business dealings with, or participation in promotions of,
providers of Third-Party Content, including payment and delivery of related products or services, and any other terms, conditions,
warranties, or representations associated with such dealings, are solely between Subscriber and such providers. Enverus respects
intellectual property rights and asks Subscriber to do the same and reserves the right, in its sole discretion, to terminate access for
any User who is the subject of infringement notifications.
16. Assignment. Subscriber shall not transfer or assign, whether by operation of law, merger, change of ownership, change of control
or otherwise, this Agreement or any of the rights conferred or obligations imposed by this Agreement, without Enverus’ written
permission, which may be withheld in Enverus’ sole discretion. No transfer or assignment shall discharge any obligations under
this Agreement. Attempted assignment in violation of this provision shall be void and of no effect. Subject to the foregoing, this
Agreement shall inure to the benefit of and be binding upon the Parties’ and their respective permitted successors, transferees, and
assigns. If Subscriber acquires or is acquired by another Enverus customer or its affiliate (regardless of the form of the transaction),
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Subscriber's fee may be increased to account for the combined entity. Enverus shall provide prompt written notice of assignment
to Subscriber.
17. Relationship of the Parties. This Agreement shall not create or establish an agency, partnership, or joint venture between the
Parties and the Parties jointly and severally disclaim any such relationship. The Parties are acting solely as independent contractors
and neither Party owes any fiduciary, special, implied, or other duty to the other Party.
18. Waiver of Trial by Jury. IN ANY JUDICIAL PROCEEDINGS, THE PARTIES KNOWINGLY AND VOLUNTARILY,AND
HAVING HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL, WAIVE ALL RIGHTS TO TRIAL BY JURY, AND
AGREE THAT ANY AND ALL MATTERS SHALL BE DECIDED BY A JUDGE WITHOUT A JURY TO THE FULLEST
EXTENT PERMISSIBLE UNDER APPLICABLE LAW.
19. Enverus Contracting Entity, Notices, Governing Law, and Venue. The Enverus entity entering into this Agreement, the address
to which Subscriber should direct notices under this Agreement, the law that will apply in any dispute or lawsuit arising out of or
in connection with this Agreement, and the courts that have jurisdiction over any such dispute or lawsuit, depending on where the
Subscriber is domiciled, shall be as follows:
If Subscriber
is domiciled
in:
The Enverus entity
entering into this
Agreement is:
Notices should
be addressed to:
Governing Law: Courts with exclusive
jurisdiction are:
The United States of
America or any nation
besides Canada or Spain
Enverus, Inc., a
Texas Corporation 2901 Via Fortuna
Building 6, Suite 100
Austin, TX, 78746
Texas and controlling
United States
Federal Law
Denton, Denton
County, Texas, U.S.A.
Canada Enverus Canada, Inc.,
an Alberta Corporation 2901 Via Fortuna
Building 6, Suite 100
Austin, TX, 78746
Alberta and controlling
Canadian Federal Law
Calgary, Alberta, Canada
Spain Enverus, Inc., a
Texas Corporation 2901 Via Fortuna
Building 6, Suite 100
Austin, TX, 78746
Community of Madrid
and controlling
Spanish Federal Law
Madrid, Community
of Madrid, Spain
Enverus may also seek injunctive or equitable relief in any court. The UN Convention on Contracts for the International Sale of Goods
and the Uniform Computer Information Transactions Act (UCITA) are specifically excluded. Subscriber agrees that any breach of
Enverus’ intellectual property rights, including confidential or proprietary information and restrictions on use, will cause Enverus
irreparable damage for which recovery of money damages would be inadequate, and Enverus shall therefore be entitled to obtain
injunctive relief to protect such rights. Subscriber hereby waives the requirement of a bond in the event Enverus seeks injunctive relief.
In addition to any other relief, at law or in equity, Enverus shall be entitled to recover from Subscriber all attorneys’ fees and any costs
of any litigation.
20. Export Controls. The Products are subject to U.S. Export Administration Regulations. Diversion or use contrary to U.S. or other
applicable law and regulation is prohibited. Subscriber agrees not to export, import, or transmit Products, Enverus Data or any other
software or technical data to any country or end user or for any use in (1) any countries subject to U.S. trade embargoes (and all
other nations that may from time to time be included on such a list); or (2) any persons or entities on the U.S. “Denied Persons
List,” “Specially Designated Nationals List,” and “Entities List;” or (3) other locations or persons prohibited by law. Subscriber
Docusign Envelope ID: 994DE7C4-0374-4684-A9A1-A7BBB736C6F6
Page 12
represents that neither the U.S. Bureau of Industry and Security nor any other governmental agency has issued sanctions against
Subscriber or denied Subscriber’s export privileges.
21. Anti-Corruption. Neither Party has received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of
value from an employee or agent of the other Party in connection with this Agreement. Reasonable gifts and entertainment provided
in the ordinary course of business do not violate the above restriction.
22. Notices. Except as otherwise specified in this Agreement, all notices related to this Agreement will be in writing and will be
effective upon (a) personal delivery, (b) the second business day after mailing, (c) the second business day after sending by
confirmed facsimile, or (d) the day of sending by email. Notices to Enverus will be addressed to the attention of its Chief Legal
Officer, at Enverus, Inc., 2901 Via Fortuna #100, Austin, Texas 78746, and emailed to shawn.shillington@enverus.com. Notices to
Subscriber will be addressed to the relevant contact designated by Subscriber on the applicable Order Form.
23. Audit. Intentionally Omitted.
24. Amendments.
a. This Agreement may only be amended by the signed written agreement of both parties, unless otherwise expressly permitted
within the Agreement.
b. Enverus may add or delete Products or Enverus Data and change its technical specifications. Unless precluded by malfunction,
emergency or regulatory requirement, Enverus will use commercially reasonable efforts to provide Subscriber with: (i) advance
notice of any such changes; or (ii) ninety (90) Days’ advance notice for material changes. If there is an amendment under this
section that results in a deletion of a Product or Enverus Data Subscriber is subscribed to; Subscriber will receive an equitable
adjustment in any applicable fees, provided that Enverus has been given 30 days to cure such deletion.
25. Definitions.
a. “Anonymized Data” means information or data that has been collected and aggregated from multiple sources or individual
datapoints derived from Subscriber’s Product usage into anonymized form. Any identifying details related to any specific
individual or entity shall be removed.
b. “Agreement” means this Main Subscription Agreement and any Order Forms, exhibits, schedules, and addenda attached hereto
or later entered into in the future that reference this Main Subscription Agreement, which shall all collectively be considered one
agreement.
c. “Documentation” means Enverus’ online user guides, documentation, and help and training materials, as updated from time to
time, provided by Enverus or accessible via Enverus.com or login to the applicable Product.
d. “Enverus Data” means all files or data that Subscriber obtains from Enverus or by using Enverus Products, including all
databases, elements, records, documents, indexes, analyses, models, maps, tables, charts, PDFs, APIs, Anonymized Data, and all
structured, augmented, or other value-added data derived from Subscriber Data or other data points, regardless of the source of
the underlying information.
e. “Enverus Products” means the products and services ordered by Subscriber under an Order Form and made available by Enverus.
f. “Order Form” means an ordering document specifying Enverus Products to be provided to Subscriber by Enverus.
g. “Party” and collectively “Parties” means Enverus and Subscriber.
h. “Subscriber” means the entity or individual with access to Enverus Products or named in an Order Form or invoice for Enverus
Products.
i. “Subscriber Data” means all files or data that Enverus obtains from Subscriber, including as the result of Users using Enverus
Products, but does not include Enverus Data.
j. “Term” means the total length of all subscription periods specified in an Order Form (e.g., if an Order Form includes subscriptions
over a period of three years, then the Term is three years) plus any renewal periods.
k. “User” means an individual employee, contractor, or representative of Subscriber who is assigned a user ID and password to
access Enverus Products. Each User must have a unique email address at a domain name controlled by Subscriber.
Docusign Envelope ID: 994DE7C4-0374-4684-A9A1-A7BBB736C6F6
CONFLICT OF INTEREST QUESTIONNAIRE
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as
defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after
the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity.
2
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the
date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business
relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer
named in this section AND the taxable income is not received from the local governmental entity?
Yes No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an
officer or director, or holds an ownership of one percent or more?
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
X
June 9, 2025
Enverus, Inc.
Docusign Envelope ID: 27133E13-EF03-4D08-B317-9D56B6E6FC37Docusign Envelope ID: 994DE7C4-0374-4684-A9A1-A7BBB736C6F6
Exhibit H - Form
CIQ
Certificate Of Completion
Envelope Id: 994DE7C4-0374-4684-A9A1-A7BBB736C6F6 Status: Completed
Subject: Please DocuSign: City Council Contract 8843 Market Fundamentals & Analytics Services
Source Envelope:
Document Pages: 46 Signatures: 7 Envelope Originator:
Certificate Pages: 6 Initials: 1 Christa Christian
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
Christa.Christian@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
8/5/2025 11:38:47 AM
Holder: Christa Christian
Christa.Christian@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Christa Christian
christa.christian@cityofdenton.com
Purchasing Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 8/5/2025 11:39:32 AM
Viewed: 8/5/2025 11:39:46 AM
Signed: 8/5/2025 11:39:50 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 8/5/2025 11:39:54 AM
Viewed: 8/5/2025 3:32:16 PM
Signed: 8/5/2025 3:33:21 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: 8/5/2025 3:33:26 PM
Viewed: 8/5/2025 3:49:10 PM
Signed: 8/5/2025 3:53:42 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Shawn Shillington
shawn.shillington@enverus.com
General Counsel
Enverus, Inc.
Security Level: Email, Account Authentication
(None)
Signature Adoption: Uploaded Signature Image
Using IP Address:
2a02:c7c:da96:4d00:c944:d3f:b3d2:72eb
Sent: 8/5/2025 3:53:46 PM
Viewed: 8/5/2025 3:58:23 PM
Signed: 8/5/2025 3:58:53 PM
Electronic Record and Signature Disclosure:
Accepted: 8/5/2025 3:58:23 PM
ID: 137aa0ef-961b-4dc7-b06d-e17fe9c756ac
Signer Events Signature Timestamp
Antonio Puente, Jr.
Antonio.Puente@cityofdenton.com
DME General Manager
Denton Municipal Electric
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 8/5/2025 3:58:57 PM
Viewed: 8/5/2025 4:00:14 PM
Signed: 8/5/2025 4:01:10 PM
Electronic Record and Signature Disclosure:
Accepted: 8/5/2025 4:00:14 PM
ID: dec42ee0-6757-41da-903e-15a43ec1f411
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: 8/5/2025 4:01:16 PM
Viewed: 9/10/2025 8:30:55 AM
Signed: 9/10/2025 8:31:10 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: 2600:387:15:1a1a::8
Signed using mobile
Sent: 9/10/2025 8:31:16 AM
Viewed: 9/10/2025 9:03:18 AM
Signed: 9/10/2025 9:03:46 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: 9/10/2025 9:03:49 AM
Viewed: 9/10/2025 9:43:01 AM
Signed: 9/10/2025 9:43:14 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: 8/5/2025 11:39:53 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Carbon Copy Events Status Timestamp
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 8/5/2025 4:01:14 PM
Viewed: 8/7/2025 11:18:11 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 9/10/2025 9:43:18 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Shane Wallin
shane.wallin@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 9/10/2025 9:43:19 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Colin Groves
colin.groves@enverus.com
Security Level: Email, Account Authentication
(None)
Sent: 9/10/2025 9:43:21 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 8/5/2025 11:39:32 AM
Envelope Updated Security Checked 8/27/2025 1:40:03 PM
Certified Delivered Security Checked 9/10/2025 9:43:01 AM
Signing Complete Security Checked 9/10/2025 9:43:14 AM
Completed Security Checked 9/10/2025 9:43:21 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: Shawn Shillington, Antonio Puente, Jr.
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.