8948 - Service Agreement Executed
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
Docusign Envelope ID: 6B3D3057-825B-455D-B62A-4BAFCC873D5D
FILE
Civic Marketplace Service Agreement
8948
Lori Hewell
Not Applicable
NOVEMBER 18, 2025
CONTINUOUS
25-2038
CITY OF DENTON, ALLIANCE FOR INNOVATION,
AND CIVIC MARKETPLACE
SERVICE AGREEMENT
This Service Agreement (“Agreement”) is entered into by and between the City of Denton, a
home-rule municipal corporation of the State of Texas (hereinafter called “City”), the Alliance
For Innovation, a nonprofit association and purchasing cooperative for local governments
(hereinafter the “ALLIANCE”), and Civic Marketplace, Inc. (hereinafter called the
“Marketplace”), a Delaware Corporation and digital procurement platform.
WHEREAS, Chapter 791 of the Texas Government Code, the Interlocal Cooperation Act,
authorizes local governments to contract, to the greatest possible extent, with one another and
agencies of the state; and
WHEREAS, the “City” has elected to join the ALLIANCE, a nonprofit association of
governments dedicated to fostering innovation and excellence in local governments, and its
Purchasing Cooperative as permitted under Texas Local Government Code §271.102, to assist
large and small communities with their procurement efforts without needing to execute multiple
interlocal agreements with each entity individually; and
WHEREAS, the ALLIANCE elected the “Marketplace” to administer and facilitate its Purchasing
Cooperative contracts on a digital procurement platform designed to connect local governments
with innovative solutions, products, and services for the benefit of the taxpayers through
anticipated savings and enhanced efficiencies obtained from volume purchasing and cutting-edge
resources; and
WHEREAS, the purpose of this “Agreement” is to allow the “City” and the “Marketplace” to
participate in a shared purchasing program utilizing the platform and authorizing access to one
another’s cooperative contracts in a centralized database with pre-vetted suppliers, and legally
compliant solutions that drive community impact.
NOW, THEREFORE, in consideration of the foregoing and mutual promises, covenants, and
obligations as set forth herein, the “City,” the ALLIANCE, and “Marketplace” agree as follows:
ARTICLE I
DEFINITIONS
1.Definitions:
a.ALLIANCE Associate Membership Agreement: The agreement that enables the
“City” or other participating governmental agencies to join the ALLIANCE as
Associate Members, granting them access to specified benefits, including strategic
foresight reports, innovation coaching, and peer-to-peer collaboration
opportunities.
b.ALLIANCE Member: A governmental entity or agency that has executed the
necessary Agreements to join the ALLIANCE and participate in its programs,
Zoho Sign Document ID: 3292E235-J_T1HITVSTUFMFSCCHEG7TJVZNHK6DQNB3UHVTBCJCEDocusign Envelope ID: 6B3D3057-825B-455D-B62A-4BAFCC873D5D
CITY OF DENTON, ALLIANCE FOR INNOVATION, AND CIVIC MARKETPLACE
SERVICE AGREEMENT
CITY_ALLIANCE_MARKETPLACE 2025.09.02 PAGE 2
including procurement initiatives, leadership training, and collaborative efforts to
drive innovation in local government.
c. Associate Membership in ALLIANCE: A free membership status granted to the
“City” or participating governmental agencies upon execution of the ALLIANCE
Associate Membership Agreement, providing access to selected benefits such as
discounted training programs, leadership development opportunities, and
participation in its initiatives.
d. ALLIANCE Purchasing Program: A procurement initiative powered by the
“Marketplace” that allows ALLIANCE members to purchase goods and services
from multiple cooperative and agency piggyback contracts, facilitating better
pricing, improved terms, and streamlined purchasing processes.
e. “Parties” and “Party” mean all, and each, the “City,” the ALLIANCE, and the
“Marketplace.”
f. “Platform” means the technology platform provided by the “Marketplace" that
facilitates access to procurement contracts solicited and awarded by other
governmental entities and ensures compliance with applicable procurement laws.
g. “Administrative Fee Revenue” is defined as the payment owed by the Supplier to
the “Marketplace” and calculated from the total purchase amount received,
excluding any taxes, refunds, and returns.
h. “Revenue Share” is defined as distributed earnings received through the
“Marketplace” amongst the shareholders and parties.
i. “Administrative Support” is defined as entity and supplier account management,
regulated compliance strategies, training resources, and necessary needs pertaining
to the procurement process.
j. "Net Transaction Fees" refer to the total cost incurred after deducting any agreed-
upon revenue shares from participating cooperative purchasing partners, as well as
any additional revenue-sharing agreements with other partners, affiliates, or entities
with whom the “Alliance” has established collaborations.
k. “Gross Transaction Fees" are defined as the percentage-based fee, or fixed amount,
associated with each completed purchase facilitated through the “Marketplace”
platform, regardless of which party receives or facilitates the payment.
l. “Transaction Fees” represent the gross revenue generated from the transaction
before any revenue splits or deductions are applied.
ARTICLE II
MEMBER ENTITY RESPONSIBILITIES
2. The “City” agrees to:
a. Join the ALLIANCE Purchasing Cooperative to make purchases, at the City’s
discretion, according to contracts posted to the platform by passing a resolution,
entering into an Intergovernmental Agreement, or executing an agreement to
participate as an ALLIANCE Associate Member.
i. ALLIANCE Associate Member benefits include:
1. Current year strategic Foresight Trend Reports (at no cost).
2. Access to monthly Innovation Coaching Calls (at no cost).
Zoho Sign Document ID: 3292E235-J_T1HITVSTUFMFSCCHEG7TJVZNHK6DQNB3UHVTBCJCEDocusign Envelope ID: 6B3D3057-825B-455D-B62A-4BAFCC873D5D
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3. Participation in Peer-to-Peer Coaching Calls (at no cost).
4. Strategic Foresight Workshops at ALLIANCE membership prices.
5. 20% discount from the lowest published individual or team rate (5
or more) to virtually attend Government Resources - SGR’s Servant
Leadership Conference.
b. Use, at the City’s discretion, the “Marketplace” platform in compliance with all
federal, state, and local procurement laws to obtain various goods and services
commonly utilized by members, where available and applicable, from suppliers
under present and future contracts.
c. Allow their lead cooperative contracts, at the City’s discretion, which have been
conducted in full compliance and competitively solicited, to be uploaded on the
“Marketplace” platform under the purchasing cooperative program and make them
available to other entities as provided for under this “Agreement.”
d. Be solely responsible for the legal compliance, administration, interpretation,
ordering, payments, liabilities, enforcement, and remediation of their participating
cooperative contracts.
e. Shall pay for the performance of their cooperative contracts from the current
revenues available.
f. Shall not create participating cooperative contracts as prohibited by Texas
Government Code Ch. 791.011 (h) and (j).
ARTICLE III
ALLIANCE RESPONSIBILITIES
3. The ALLIANCE agrees to:
a. Provide access to the ALLIANCE Purchasing Cooperative powered by Civic
Marketplace, where members can purchase from multiple cooperative and agency
piggyback contracts to achieve better pricing and more agreeable terms and
conditions than can typically be negotiated when acting individually.
b. The ability to post their own locally bid contracts on the platform as a part of the
ALLIANCE Purchasing Cooperative and generate revenue shares from the
ALLIANCE. Said ability to post and receive a revenue share by individual
ALLIANCE members is subject to the individual member’s compliance with all
Civic Marketplace terms and conditions.
c. The ALLIANCE will confirm that all payments are tracked and that relevant
records are available for review by the “City” and participating members upon
request, ensuring full transparency.
d. Additional future services and benefits are available to ALLIANCE members so
long as they are not otherwise excluded from those new future services.
ARTICLE IV
CIVIC MARKETPLACE RESPONSIBILITIES
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4.The “Marketplace” agrees to:
a.Leverage the technology available on the platform to track sales/engagement by
end-user clients of uploaded contracts.
b.Report and distribute said fees to the ALLIANCE, who will report and distribute
the revenue share of those fees to the “City.”
c.For bids which the “City” chooses to conduct and award and are approved by the
ALLIANCE and the “Marketplace:”
i.The “City” will award such bids and upload them to the platform for other
agencies to purchase under that contract.
ii.The bid documents shall contain the solicitation language required by state
law to allow cooperative purchasing and specify that the successful bidder
will pay a 3% transaction fee for all sales that are made by other agencies
utilizing the “City” contract. This fee may be changed at any time with
mutual agreement between the “City”, the ALLIANCE, and the
“Marketplace.”
iii.The “City” will receive a percentage of the Administrative Fee Revenue
received by Civic Marketplace from any buying agency at any location for
contracts “owned” by the “City” by their having bid and awarded that
particular contract.
ARTICLE V
FEES AND PAYMENTS
5.Revenue Share: The ALLIANCE will provide the “City” with a 25% revenue share of the
top-line transaction fees collected by the “Marketplace” for transactions processed through
the platform. For clarity, the Revenue Share is based on 25% of the gross Administrative
Fee charged to suppliers through suppliers, rather than on net proceeds or a downstream
agreement, and is pursuant to the service agreement by and between the ALLIANCE and
Civic Marketplace dated as of Friday, December 20, 2024.
a.Administrative Fee Revenue: Administrative Fee Revenue percentages to be
charged by the “Marketplace” on each contract will be determined in collaboration
between the “City,” the “Marketplace,” or the ALLIANCE member, who owns a
given contract and has conducted the bid for which they will be receiving a share
of the Administrative Fee and agreed to in writing.
b.The contracted supplier agrees to pay the Administrative Fee Revenue to the
“Marketplace” for each purchase made through the platform.
c.Administrative fees charged by the “Marketplace” will be reviewed annually by the
parties hereto. Any proposed adjustments must be presented in writing no less than
sixty (60) days before the review date and require mutual agreement before
implementation.
Zoho Sign Document ID: 3292E235-J_T1HITVSTUFMFSCCHEG7TJVZNHK6DQNB3UHVTBCJCEDocusign Envelope ID: 6B3D3057-825B-455D-B62A-4BAFCC873D5D
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ARTICLE VI
CONFIDENTIALITY AND DATA PROTECTION
6.Confidential Information. Each Party acknowledges that the Confidential Information of
the other Party, its products, services, policies, customers, personnel, and other aspects of
its operation (“Confidential Information”) is proprietary and confidential and shall not be
revealed, sold, exchanged, traded, or disclosed to any person, company, or other entity
during the Term. As to the disclosing Party’s Confidential Information, the receiving Party
agrees:
a.to use the Confidential Information only in connection with the performance of the
Services;
b.to maintain the Confidential Information as confidential and to exercise all
reasonable precautions to prevent unauthorized access, use, or disclosure;
c.not to disclose the Confidential Information to any third party other than the
receiving party’s employees and agents who have a need to know for the permitted
purpose under this Agreement and who are apprised of the confidential nature of
the Confidential Information and all of the restrictions in this Agreement and;
d.not to decompile, disassemble, or otherwise reverse engineer any Confidential
Information or use any similar means to discover its underlying composition,
structure, source code, or trade secrets. Each party will be responsible for any
breach of the obligations in this Section by its respective employees and agents.
Notwithstanding anything in this Agreement to the contrary, a party’s Confidential
Information does not include information that:
. is, or becomes, part of the public domain through no act or omission of
the receiving party;
. was in the receiving Party’s lawful possession prior to the disclosure and
had not been obtained by the receiving Party either directly or indirectly
from the disclosing Party;
. is lawfully disclosed to the Contractor by a third party without restriction
on disclosure;
. is independently developed by the receiving Party without the use of or
reference to the disclosing Party’s Confidential Information; or
. is required to be disclosed by law or judicial, arbitral, or governmental
order or process, provided the receiving Party gives the disclosing Party
prompt written notice of such requirement to permit the disclosing Party
to seek a protective order or other appropriate relief.
Civic Marketplace expressly acknowledges and agrees that the “City” is subject to and
shall adhere to the Texas Public Information Act.
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ARTICLE VII
TERMS AND TERMINATION
Terms of Agreement: The term of this Agreement commences on the date of signature by
authorized representatives of all parties and shall automatically renew on each anniversary
date unless terminated by either party.
This Agreement may be executed separately, each of which shall be deemed an original
and all of which together shall constitute the same instrument.
Termination: Any party may terminate this Agreement by providing thirty (30) days'
written notice to the other parties.
Termination shall not affect the obligations, rights, or contracts entered into by any entity
or the ALLIANCE. All such obligations and rights shall remain in effect and enforceable
according to their respective terms
In the event of termination, the parties agree to cooperate fully to ensure an orderly
transition of ongoing activities, revenue share disbursements, and any pending
deliverables.
ARTICLE VIII
GENERAL PROVISIONS
Legal Compliance: The ALLIANCE, the “City,” and the “Marketplace” agree to comply
with all applicable federal, state, and local laws, ordinances, rules, and regulations. This
includes the requirement that all purchasing conducted under this Agreement comply with
relevant competitive bidding and procurement statutes.
The ALLIANCE, the “City,” and the “Marketplace” acknowledge that the parties maintain
separate relationships with various cities, cooperative purchasing entities, and other
cooperative organizations. This Agreement does not limit or affect the existing or future
relationships with such entities. This Agreement shall not be construed as creating an
exclusive arrangement between the parties regarding cooperative purchasing affiliations,
nor shall any party be obligated to promote or prioritize others' cooperative relationships
over their own existing affiliations.
Payment and Records: The ALLIANCE and the “Marketplace” agree to pay all revenue
share payments to the “City” within thirty (30) of receipt of revenue. No payment will be
due for any revenue for which the ALLIANCE has not received said revenue.
Dispute Resolution: The ALLIANCE, the “Marketplace,” and the “City” will attempt to
resolve any dispute that arises in connection with this Agreement through informal
discussions. If the dispute cannot be resolved informally, the parties may engage in
mediation before pursuing any legal remedy.
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Amendments: No amendment of this Agreement will be effective unless it is in writing and
signed by all parties.
Entire Agreement: This Agreement constitutes the entire agreement among the parties and
supersedes any prior agreements or understandings, written or oral, relating to the subject
matter of this Agreement.
Governing Law: This Agreement shall be governed by and construed in accordance with
the laws of the State of Texas.
Severability: If any provision of this Agreement is held invalid or unenforceable, the
remaining provisions shall continue in full force and effect.
Counterparts: If the parties sign this Agreement in several counterparts, each will be
deemed an original, but all counterparts together will constitute one instrument.
Effectiveness; Dates: This Agreement will become effective when all the parties have
signed it. The date this Agreement is signed by the last party to sign it (as indicated by the
date associated with that party’s signature) will be deemed the date of this agreement. If
any party signs but fails to date a signature, the date that the ALLIANCE receives that
signing party’s signature will be deemed to be the date that the signing party signed this
Agreement.
Notice: A notice or other communication under this Agreement will be effective if it is in writing
and received by the party to which it is addressed.
To the City of Denton:
To the ALLIANCE:
Lori Hewell, Purchasing Manager
901 Texas St.
Denton, TX 76209
Lori.Hewell@CityofDenton.com
Clay Pearson, Interim Executive Director
Alliance for Innovation
P.O. Box 1662
Keller, TX 76244
claypearson@transformgov.org
To the CIVIC MARKETPLACE: Al Hleileh, CEO
5900 Balcones Dr. #26341
Austin, TX 78731
Al@civicmarketplace.com
The above contact information shall be updated as necessary and shall not require an
amendment to the Agreement.
Zoho Sign Document ID: 3292E235-J_T1HITVSTUFMFSCCHEG7TJVZNHK6DQNB3UHVTBCJCEDocusign Envelope ID: 6B3D3057-825B-455D-B62A-4BAFCC873D5D
CITY OF DENTON, ALLIANCE FOR INNOVATION, AND CIVIC MARKETPLACE
SERVICE AGREEMENT
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IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
Signed and Agreed to this the __________ day of ________________, 202__ by and between:
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.
ALLIANCE FOR INNOVATION
Date:___________________________________
By: ____________________________________
Clay Pearson, Interim Executive Director
CITY OF DENTON
Date:__________________________________
By:
____________________________________
[NAME]
[TITLE]
CIVIC MARKETPLACE, INC.
Date:___________________________________
By: ____________________________________
Al Hleileh, CEO
Zoho Sign Document ID: 3292E235-J_T1HITVSTUFMFSCCHEG7TJVZNHK6DQNB3UHVTBCJCE
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
___________________________________
ATTEST:
INGRID REX, INTERIM CITY SECRETARY
_____________________________________
Oct 21 2025
Oct 21 2025 10:39 CST
Docusign Envelope ID: 6B3D3057-825B-455D-B62A-4BAFCC873D5D
18TH 5
11/18/2025
NOVEMBER
Sara Hensley
City Manager
Certificate Of Completion
Envelope Id: 6B3D3057-825B-455D-B62A-4BAFCC873D5D Status: Completed
Subject: Please DocuSign: City Council Contract 8948 Service Agreement
Source Envelope:
Document Pages: 9 Signatures: 3 Envelope Originator:
Certificate Pages: 3 Initials: 1 Lori Hewell
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
lori.hewell@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
10/24/2025 8:33:07 AM
Holder: Lori Hewell
lori.hewell@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.104
Sent: 10/24/2025 8:48:50 AM
Viewed: 10/24/2025 8:48:58 AM
Signed: 10/24/2025 8:49:35 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: 198.49.140.104
Sent: 10/24/2025 8:49:36 AM
Viewed: 10/24/2025 8:49:58 AM
Signed: 10/24/2025 8:50:07 AM
Electronic Record and Signature Disclosure:
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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: 10/24/2025 8:50:09 AM
Viewed: 10/24/2025 9:04:07 AM
Signed: 10/24/2025 9:05:46 AM
Electronic Record and Signature Disclosure:
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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: 10/24/2025 9:05:48 AM
Viewed: 11/19/2025 9:14:06 AM
Signed: 11/19/2025 9:14:27 AM
Electronic Record and Signature Disclosure:
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Signer Events Signature Timestamp
Sara Hensley
sara.hensley@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 11/19/2025 9:14:28 AM
Viewed: 11/19/2025 10:05:38 AM
Signed: 11/19/2025 10:05:55 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Ingrid Rex
ingrid.rex@cityofdenton.com
Deputy City Secretary
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 11/19/2025 10:05:56 AM
Viewed: 11/19/2025 3:30:18 PM
Signed: 11/19/2025 3:38:50 PM
Electronic Record and Signature Disclosure:
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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: 10/24/2025 8:49:36 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 10/24/2025 9:05:48 AM
Viewed: 10/28/2025 2:42:44 PM
Electronic Record and Signature Disclosure:
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City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 11/19/2025 3:38:51 PM
Viewed: 11/19/2025 4:22:58 PM
Electronic Record and Signature Disclosure:
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Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 10/24/2025 8:48:50 AM
Certified Delivered Security Checked 11/19/2025 3:30:18 PM
Signing Complete Security Checked 11/19/2025 3:38:50 PM
Completed Security Checked 11/19/2025 3:38:51 PM
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