2014-122• • �' ' • • � �
AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROVIDING FOR,
AUTHORIZING, AND APPROVING A THREE (3) YEAR CONTRACT FOR THE CITY OF
DENTON HUMAN RESOURCES DEPARTMENT TO UTILIZE AN ON-L1NE PRE-
EMPLOYMENT BACKGROUND CHECK SERVICE, WHICH IS AVAILABLE FROM
ONLY ONE SOURCE AND 1N ACCORDANCE WITH CHAPTER 252.022 OF THE TEXAS
LOCAL GOVERNMENT CODE SUCH PURCHASES ARE EXEMPT FROM THE
REQUIREMENTS OF COMPETITIVE BIDDING; AND PROVIDING AN EFFECTIVE
DATE (FILE 5383 AWARDED TO INTELLICORP RECORDS, iNC. 1N THE ANNUAL
ESTIMATED AMOUNT OF $22,000 FOR A THREE (3) YEAR NOT-TO-EXCEED
AMOUNT OF $66,000).
WHEREAS, Section 252.022 of the Local Government Code provides that procurement
of items that are only available fram one source, including; items that are only available from
one source because of patents, copyrights, secret processes or natural monopolies; films,
manuscripts or books; electricity, gas, water and other utility purchases; captive replacement
parts or components for equipment; and library materials for a public library that are available
only from the persons holding exclusive distribution rights to the materials; and need not be
submitted to competitive bids; and
WHEREAS, the City Council wishes to procure one or more of the items mentioned in
the above paragraph; NOW, THEREFORE,
• � • � • ' � •' �'
SECTION 1. The following purchase of materials, equipment or supplies, as described
in the 66File" listed hereon, and on file in the office of the Purchasing Agent, are hereby
approved:
FILE
NUMBER VENDOR AMOUNT
5383 IntelliCorp Records, Inc. $66,000
SECTION 2. The City Council hereby finds that this bid, and the award thereof,
constitutes a procurement of items that are available from only one source, including, items that
are only available from one source because of patents, copyrights, secret processes or natural
monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases;
captive replacement parts or components for equipment; and library materials for a public library
that are available only from the persons holding exclusive distribution rights to the materials; and
need not be submitted to competitive bids.
SECTION 3. The acceptance and approval of the above items shall not constitute a
contract between the City and the person submitting the quotation for such items until such
person shall comply with all requirements specified by the Purchasing Department.
SECTION 4. The City Manager is hereby authorized to execute any contracts relating to
the items specified in Section 1 and the expenditure of funds pursuant to said contracts is hereby
authorized.
SECTION 5. The City Council of the City of Denton, Texas hereby expressly delegates
the authority to take any actions that may be required or permitted to be performed by the City of
Denton under File 5383 to the City Manager of the City of Denton, Texas, or his designee.
SECTION 6� This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this the e�"� � day of �_� �� , 2014.
�
�;�f31,.lI�l�OUGII�, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
�
BY: � � �
t���I'I���VED AS TO LEGAL FORM;
ANITA BURGESS, CITY ATTORNEY
BY: r.n��� ��� � _ . ��
�
SERVICE AGREEMENT
THIS AGREEMENT (the "Agreement") is entered into on this 15th day of April, 2014
(Effective Date), between City of Denton located at 215 East McKinney, Denton, Texas 76201
("Licensee or Customer"), and Intellicorp Records, Inc. located at 3000 Auburn Dr, Suite 410,
Beachwood, OH 44122 ("IntelliCorp"). (IntelliCorp and Customer may also be referred to as
"Party" and collectively referred to as "Parties")
Use of www.IntelliCorp.net is subject to the following terms and conditions, in addition to the
terms and conditions of any signed agreement in place between IntelliCorp Records, Inc.
("IntelliCorp") and Customer pertaining to use of www.IntelliCorp.net. To the extent any term
andlor condition of these On-Line Service agreement conflicts with any signed agreement
pertaining to the Services accessed through www.IntelliCorp.net the provisions of that signed
agreement shall control.
The following terms and conditions govern the use of the Intellicorp's services, including the
online services available at www.IntelliCorp.net and the materials, information, products or
records available therein (collectively the "Services"). Other provisions that govern the use of
the Services are set forth in the applicable price schedule, the specific Services, online
descriptions, online notices, the User Manual and such other notiiication that may be available
(collectively 'Additional Terms'), all of which are incorporated by reference into these General
Terms and Conditions. These General Terms and Conditions, including the pricing, charges,
Services and payment terms may be changed from time to time by IntelliCorp or its third party
suppliers.
Customer understands and acknowledges that all or any portion of Services marked as "Non-
FCRA," "Not For FCRA Use," or similar language is not a"consumer report" as that term is
defined in the Fair �.��-��lit ��t;��aa�it�� Act {:`F�'P�..�.�`j c���� may not be t�sc� t�t° f�nv ���r��ai;��ible
purpose under the I�°�"R�. ���cl� �'���i°ls ��i�y c�,��t��ir� �nformation on �i la���sta�� �i�c� is ��rat the
subject of the inquity �znc� r����� ccr��tain iz�s�ar�����ti���a tr�L�i i� out of date. �kz�i�€1���• cs�a��z��it� that it
will not use Services so marked for employment screening, tenant screening, credit screening,
insurance underwriting or any other FCRA purpose without iirst updating and verifying any
adverse information at the data source.
1. Services. Customer hereby requests the Services and warrants that this request is made
by its authorized representative. Customer hereby authorizes IntelliCorp to perform
searches on Customer's behalf or upon Customer request to monitor sessions and
activities in the Services. Services and features may be added to, withdrawn from,
changed or restricted from the Services by IntelliCorp without notice. Continued use of
the Services by Customer following any change constitutes acceptance of the change.
2. License and Scope of Use. Customer is granted a nonexclusive, nontransferable, limited
license to access and use for internal purposes the Services. This license extends to use
and access to all of Customer's offices, locations and branches provided each agrees to be
bound by the terms and conditions contained herein.
�j
Customer is prohibited from selling, transferring, publishing, distributing, or sublicensing
the Services or any information retrieved from the Services. Customer may not directly or
indirectly compile, store, or maintain any information retrieved from the Services to
develop its own source or database.
Term and Termination.
The initial contract period is for one year beginning April 15, 2014 (or date of award)
through April 14, 2015. At the expiration of the initial contract period, this contract may
be renewed annually, as detailed below, for up to two (2) one-year renewal options.
The Contract shall commence upon the issuance of a Notice of Award or Purchase Order
issuance by the City of Denton and shall automatically renew each year, from the date of
the award, unless either party notifies the other prior to the scheduled renewal date in
accordance with the provision of Article 3, titled Term and Termination. At the option of
the City of Denton and the consent of IntelliCorp, the Contract may be further extended
as needed, not to exceed a total of six (6) months. Time is of the essence in this
Agreement.
April 15, 2014 — April 14, 2015
April 15, 2015 — April 14, 2016
April 15, 2016 — April 14, 2017
Initial Contract Term
1 St Year Renewal Option
2°a Year Renewal Option
Either party may terminate this Agreement if the other party materially violates any term
or condition of this Agreement and fails to cure said violation within thirty (30) days
�ca�{c��in� r�c�i��t. �af` t�otice thereof frox�� ihc; c�il�e�• p���iy c��' �i it�e other party (i) terminates
c�x° ���s��.r7�s it� 1a1���Y��ss; (ii) becomes ���l�j��;t to �i�� ��xl�cr�►���cy or insolvency proceeding
u��c���� �=c��:r�1 �r �tat�e law; or (iii) becr���ac.�; i��scsiv���t �r ���ca���es subject to direct control
by a trustee, receiver or similar authority. IntelliCorp may terminate this agreement if
Customer defaults in the payment of any fee(s) due hereunder or without prior
notiiication, terminate Customer's access to the Services if IntelliCorp is no longer
authorized by a third party provider (s) to deliver the Services, or if directed by a third
party provider. Customer may terminate it� ���.c��� t�a th� ��rvices with prior written
notice to IntelliCorp if any change in servic�s i� �i���c�ptal�le. IntelliCorp or its suppliers
may suspend, disrupt, terminate or discontii���t� �ra��°i���t�� i�a�, �ervices to Customer with
or without notice.
The City shall have the right to t�,i°�ninat� ilae C�z���'��t, ii� r�'iz��� ��z° i�� ����1-t, w'iila�s�i ����'��
any time upon thirty (30) calend��:r c���v�' �aric.��' w�°zit��� ���iicc�. LJ����� �•s����.�� �f <� i��rt�c� t�i
termination, the Contractor shall ���a���ptly �;e��� aI� �tia�'il�e�' ��v��'l� ���`�+������ �� ���� ����������;
with such exceptions, if any, specified in th� ��t��i4�: ��� t��•�x�ig���i�an. `1�`}ie �i�y 's1��i� p��° ���
Contractor for all services performed and obligations incurred prior to the date of
termination in accordance with the terms hereof, to the extent of funds appropriated or
otherwise legally available for such process.
4. Access To Services.
a. Customer will be provided a unique personal Identification Number ('ID') from
IntelliCorp to access and use the Services which must be kept confidential. The
Customer's key contact will provide each of the Customer's employees with an ID for
accessing the Service. Customer and its employees shall only access the Services
through use of the assigned sign-on IDs. Each ID will be for the personal use of a
single employee only. Customer shall not distribute or divulge a valid sign-on ID
and/or password to anyon� �xce�at ta i�s c�rn��lc�y���. C��ic��z��r` is responsible for all
charges as they relate to tk�� ���� �n� �c.tivit;� c�k���'�;�d t� i�s �i�n-on IDs. IntelliCorp
retains the right to change a��y �i���-can �� �����l�r ������c��d �t its discretion and notify
Customer sufficiently in advance so as not to interfere with Customer's authorized
continuous use of the Service(s). Access to Services must be discontinued
simultaneously for any employee, with the end of that employee's employment with
Customer. Customer shall be liable, and indemnify IntelliCorp, for all fees and all loss
or damage caused by or resulting from the continued use of Customer's sign-on ID(s)
by terminated employees. Customer agrees to immediately notify IntelliCorp if a
security breach occurs or if the Customer suspects that a security breach may have
occurred.
b. To the extent the Services provided hereunder are accessed electronically, third-party
software, sometimes called "spyware", can infect a user's computer and capture data
without permission. IntelliCorp is not responsible if any confidential data of Customer
or its agents is compromised in this manner. In order to protect its own data,
IntelliCorp i•eservc� tl�� ri�ht, r�vithout prior notice, to suspend access to any
IntelliCorp �ret� ������c�tier�� l�y ����� user or agent whose computer is infected in this
manner until il�� i�71�et�a�� i� r�r��caved. IntelliCorp will make reasonable efforts to
notify the Customer beforehand, but circumstances may require prompt action.
5. Usage of Services.
a. The Customer shall ensure that it obtains a signed authorization and release from
the subject of their search PRIOR to running a search, if the search is for
employment, housing or other purpose covered by the FCR.A. Customer agrees to
keep copies of these releases for five (5) years and to provide copies of signed
releases to IntelliCorp when requested by IntelliCorp.
b. Customer certiiies that it will request, receive and use the Services in compliance
with all applicable federal, state and local statutes, rules, codes and regulations,
including but not limited to, the Fair Credit Reporting Act ("FCRA") and its state
equivalents, the Driver's Privacy Protection Act 18 U.S.C. §2721 et seq.,
("DPPA") and its state equivalents, the Gramm-Leach-Bliley Act ("GLB") and its
state equivalents, and including any changes, supplements or amendments to such
statutes, rules, codes and regulations as well as any case law interpreting such
statutes, rules, codes and regulations (collectively referred to herein as "The
Laws").
Customer accepts the responsibility of understanding and for staying current with
all applicable employment-related laws, specific state forms, certificates of use or
other documents or agreements including any changes, supplements or
amendments thereto imposed by the states (collectively referred to as "Specific
State Forms") applicable to Services. Customer hereby certifies that it has filed
all applicable Specific State Forms required by individual states and that
Customer agrees that if it receives Services from a State requiring a Specific State
Form, it will execute a copy of the appropriate Specific State Form and provide a
copy to IntelliCorp.
d. Customer certifies that it shall use the Services: (a) solely for the Customer's
certified use(s), and (b) solely for Customer's exclusive one-time use. Customer
shall not request, obtain or use Services for any other purpose including, but not
limited to, for the purpose of selling, leasing, renting, or otherwise providing
information obtained under this Agreement to any other party, whether alone, or
in conjunction with Customer's own data, or otherwise in any service which is
derived from the consumer reports.
The Services shall be €•�.c��x��i��l ���, ���� disclosed by Customer only to
Customer's designated an�l �ui1�c���i��,�i �:�����I�►yees having a need to know and only
to the extent necessary to ����1�1e ��l�t�an���° tc� use the Services in accordance with
this Agreement. Customer shall ensure that such designated and authorized
employees shall not attempt to obtain any Services on themselves, associates, or
any other person except in the exercise of their official duties.
f. The Customer shall use Services only for a one-time use and shall hold the report
in strict confidence, and not disclose it to any third parties; provided, however,
that may disclose the Report to the subject of the report or as required by law.
6. !��a�t��N��+��# �?�l� �ti���� W���:n +Cc�n�urti��• ��e �€��•�� .fir�•e �l�rt��i��c� T'ar• L�t �+� �����a�'
�'uri�c►:�e�. In o��t��ri��� � G���s������r I�.�����•t �`c�r c�����cay��`����� ��3t•��c���s4 �`�tst��r��r �,��°ti�a��
to the following:
a. Customer is an authorized business permitted to request and receive a Consumer
Report under the FCRA and has a need for such information in connection with
the evaluation of individuals for employment, promotion, reassignment or
retention as an employee ("Consumer Report for Employment Purposes").
i. Customer shall request a Consumer Report for Employment Purposes
pursuant to procedures prescribed by IntelliCorp from time to time only
when it is considering the individual inquired upon for employment,
promotion, reassignment or retention as an employee, and for no other
purpose.
ii. Customer certifies that it will not request a Consumer Report for
Employment Purposes unless : (a) clear and conspicuous written
disclosure is first made to the consumer before the report is obtained, in a
��c����c���i tj��.�t c�r��i�t� solely of the disclosure, that a consumer report
rr�av b� t�E�t�r€�a��i �'�r employment purposes; (b) the consumer has
�.c�tl��a�•iz�d �n �r•iti,�� ��ie procurement of the report; and (c) information
from the Consumer Report for Employment Purposes will not be used in
violation of any applicable federal or state equal employment opportunity
law or regulation.
b. Customer certifies that before takin�, ��v�rse: �u��e�r� i�� �Fhc�le �r in ���r� b��� �Y�
the Consumer Report for Employ����.�zt P����ac����s �.t �vill �r�°�avitl� �l�c� �c�n��i��-���
with: (a) a copy of the Consumer R���c�rt fr�►• Ei���l��yr�n���i ��r��ca���; ��� (l�� �
copy of the consumer rights, in i1��� C�rt°����tt ����r�v�c� ��y 1.1�� �`����'al �`����
Commission.
7. Fee. Customer agrees to pay IntelliCorp �ll �e�� ii�v�i�.�� f�r �h� ��rvi��� �'i�I�i�� �:��i�-ty
(30) days of receipt of the invoice. Such f��� r���y' incl�icle, �u� ���� ��� ��a��i��� ���� ������i-
refundable activation fee, a monthly servic� ���a�-�;�, ��t�a't �`��s ��n� �� i�`a�'����ti����Y s��c�1�
fee for each search, query or inquiry of t%e �crvic��. C��:�tc�trie:x° is r����c������1c. �`��' a��c�
shall pay all fees associated with the use of the Services. Fees are nonrefundable unless
otherwise indicated in writing. IntelliCorp reserves the right to amend the fees due on
prior notice to Customer. Except for taxes based on Intellicorp's income, Customer shall
be responsible for payment to IntelliCorp of all federal, state and local sales, excise, use
or similar taxes in connection with Customer's licensing or use of the Services hereunder.
Licensee shall pay IntelliCorp interest on all charges not paid within thirty (30) days at
the rate of as stipulated by Texas Government Code 2251 (Prompt Payment Act).
a. If Customer makes Payment by credit card and the Customer authorizes IntelliCorp to
charge all Fees directly to the credit card provided, as they are incurred or become due
pursuant to the attached form.
b. For accounts that are invoiced, Customer authorizes IntelliCorp to charge all past due
accounts said account.
c. IntelliCorp may suspend, disrupt or terminate Customer's access to the Services, its
account and any ID issued to Customer if payments to IntelliCorp for the services
provided become past due.
8. No Warrantv. Customer ��arr��t� tt� i��� ����t� ��,a��li�rs ��xa� ���t�11iC�r� tl��t ����fi����t�z'
proceeds at its own risk ia� cl�e���sit�� t�a ���l:y� upan tl�e� s�rv��s�;� i�� ��1��1e r��° ii� ���°t.
Customer agrees that the d�t� �u��licz°� ����a��ac� ���.a r�����t��i��ilityt fc�r t��� ��cu�•��v u�" Ch�
information, errors that occur in the convT��°����� €�� t���a c��� fc�� �'i�:���a1����''� ����' ��' ����
information. Neither the third-party data suppliers, nor any third-party data suppliers to
them (for purposes of indemnification, warranties and limitations on liability the third-
party data suppliers and their data suppliers are hereby collectively referred to as third-
party data providers), shall be liable to Customer for any loss or injury arising out of or
caused in whole or in part by third-party data suppliers' acts or omissions, whether
negligent or otherwise, in procuring, compiling, collecting, interpreting, reporting,
communicating, or delivering the Services.
ALL SERVICES AND PRODUCTS ARE PROVIDED "AS IS" WITHOUT
WARRANTY OF ANY KIND, INCLUDING ANY WARRANTIES OR
REPRESENTATIONS OF ACCURACY, TIMELINESS, CURRENTNESS OR
COMPLETENESS. NEITHER INTELLICORP OR ITS THIRD PARTY
SUPPLIERS OR PROVIDERS MAKE REPRESENTATIONS, COVENANTS OR
WARRANTIES, EITHER EXPRESS OR IMPLIED, OF ANY KIND, WITH
RESPECT TO THE SERVICES, INFORMATION IN THE SERVICES
DELIVERED OR THE MEDIA OR MEDIUM ON OR THROUGH WHICH THE
SERVICES ARE DELIVERED, INCLUDING, BUT NOT LIMITED TO,
WARRANTIES OF CONDITION, QUALITY, DURABILITY, SUITABILITY,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IN
RESPECT OF ANY WARRANTY ARISING BY STATUTE OR OTHERWISE IN
LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE ARISING
OUT OF OR CAUSED IN WHOLE OR IN PART BY INTELLICORP'S ACTS OR
OMISSIONS WHETHER NEGLIGENT OR OTHERWISE IN PROCURING,
COMPILING, COLLECTING, INTERPRETING, REPORTING,
COMMUNICATING OR DELIVERING THE SERVICES OR INFORMATION
THEREIN. NEITHER INTELLICORP NOR ITS THIRD PARTY
SUPPLIERS/PROVIDERS SHALL HAVE ANY LIABILITY FOR
CONCLUSIONS CUSTOMER MAY REACH FROM USE OF THE SERVICES.
9. Limitation fli Liahilitv. Neither IntelliCorp or its third party suppliers/providers shall
be liable for any loss, injury, claim, liability or damage of any kind resulting in any way
from (a) errors in or omissions from the Services available or not included therein, (b) the
unavailability or interruption of the Services, (c) use of the Services (regardless of
whether Customer received any assistance from IntelliCorp or any supplier/provider in
using the Services), (d) Customer's use of any equipment in connection with the
Services, (e) the content of the provided through the Services, (� any delay or failure in
performance beyond the reasonable control of a IntelliCorp or any provider/supplier, (g)
use of the content provided by the Services, or Authorized Printouts by an authorized
individual, user or organization, authorized user or other third parties.
a. As referred to in this agreement Supplier/Provider means (a) the provider of the
Services (IntelliCorp Records, Inc.), its affiliates and any owner, officer, director,
employee, subcontractor, agent, successor or assign of the provider of the Services or
its affiliates; and (b) each third party supplier of Services, their afiiliates and any
owner, officer, director, employee, subcontractor, agent, successor or assignee of any
third party supplier of Services or any of their affiliates.
b. THE AGGREGATE LIABILITY OF THE SUPPLIERIPROVIDER IN
CONNECTION WITH ANY OTHER CLAIM ARISING OUT OF OR RELATING
TO THE SERVICES SHALL NOT EXCEED THE AMOUNT OF YOUR ACTUAL
DIRECT DAMAGES. YOUR RIGHT TO MONETARY DAMAGES 1N THAT
AMOUNT SHALL BE 1N LIEU OF ALL OTHER REMEDIES THAT YOU MAY
HAVE AGAINST ANY COVERED PARTY. THE SUPPLIER/PROVIDER SHALL
NOT BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND, 1NCLUDING
WITHOUT LIMITATION, SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES, (INCLUDING, WITHOUT LIMITATION,
ATTORNEYS' FEES) WITH RESPECT TO THE SERVICES DELIVERED OR
THE MEDIUM OF DISTRIBUTION, REGARDLESS OF WHETHER SUCH
LIABILITY IS BASED 1N TORT, CONTRACT OR OTHERWISE OR 1N ANY
WAY DUE TO OR RESULTING FROM OR ARISING 1N CONNECTION WITH
THE SERVICES.
c. Customer agrees to assume full responsibility and liability for any and all claims,
liabilities, judgments, penalities, losses, costs, damages and expenses, arising by
reason of or in connection with any act under or in violation of this Agreement
resulting from the use, disclosure, sale or transfer of the services or by virtue of
Customer's use of the Services or any information obtained from Services or through
use of the Services, either directly or indirectly.
10. Records, Audit and Credentialin�, Customer must maintain all records related to its
order, purchase and use of the Services for a period of five (5) years from the date the
Services are requested. The information retained and reports pursuant to this Section
shall include, but not be limited to: the request date, requested individual, requestor, and
permissible purpose for the request, a signed release/authorization from individual about
whom the request is made each time a request is made for employment purposes, and any
other information sufficient to verify that the ordering and use of the Service complies
with the terms of this Agreement (collectively the 'Reports'). The Reports shall be made
immediately available to IntelliCorp for review and copying upon request or to any
government authority upon request.
a. Customer shall keep accurate records and accounts in accordance with standard
business and accounting practices. From time to time, not to exceed two (2) times per
year, during regular business hours and upon at le��i t�a� (� �l� ��y� ��`i�r written notice,
IntelliCorp shall have the right to audit, at its �����n��� i��.� l��c�3�� and records of
Customer to coniirm compliance with the terms ��` ihis �ig����tn��at � Customer will
provide full reasonable cooperation, and assure full rea�c��aat�l� cc�c�p�r���i��� by its
employees in connection with such audits. Customer will garc��°icl� .�a�le��i+����'�� access
to such properties, records and perso;nnel as IntelliCorp ����y re�:��c����bl� �•���uire for
such purpose.
b. Customer understands and acknowledges that various laws require IntelliCorp to
safeguard information which insurers, customers and other third parties entrust into
Intellicorp's care. IntelliCorp maintains strict privacy and security polices to ensure
that access to and use of said information is limited to authorized users and permitted
purposes,.
1. In accordance with these policies, IntelliCorp is required to verify that entities
receiving its Services are, in fact, approved and authorized to receive the specific
the product, content or service in question. Therefore, IntelliCorp requires and
Customer agrees to (i) fully cooperate with IntelliCorp in connection with any
���•�-���rv�c� �°��i��r� Q1' �°��stcat���.�� �ar�o�• t� �aer��nittir��; �"��t�i����° i€� �ccess or obtain
izifc�r��a��.tit��� �r���� �nt��ii+��r� u�����' thi.� r�.�3-u�i���:��t, ���d �ii) �'����y cooperate with
l���eilic�r�°s �c�z�tiT1���� ��ta��it�a�•���� ��` �u��r�rn�t� i���l������� i��e r�certiiication of
Customer's credentials and usage patterns on a periodic basis to assure continued
compliance with this Agreement and Intellicorp's privacy and security policies.
2. Pre-service review may include but not be limited to a verification of Customer's
type of business; confirmation that the stated permissible purpose for obtaining
products is compatible with the ty�e c��' �a��;�i����� �����1��ct�� by' �`�st�i�er;
conducting a physical inspection o1` Cti�st�t���� `s ��'c�t��i��s ita ��s�uz�c� �l��t it is a
legitimate business facility, includi��� tl-�e cc�l�f��'�n�tr��a t���� �c�v��"ti�������� ���1c�
posted signs are compatible with ����tt��n�r'� �aux•�S��t�c;l �a�l�i����� =���t� ���'���s��q
verifying the financial status of C;i��tr������, �«�1 �'�z°��y��� '�����r����'� ����'����'
references, business phone and add�•��� r��.c�r�� �t��[ wel� �a��s t��`����;� ���� �rsc a9'
recognized third parties
11. Pro er . Nothing contained herein shall be construed as conferring upon Customer or
any user any license or right under any p�t�.�nt, �c��� �°i�ht �r tr��de����r� c�� I��tr�lli����•� �?c•
any third party. Customer acquires no �-�r�aa�r�eta�°y ira���est� i�� �h� �"'�r�'��e� ��' ��1����
thereo£ All right, title and interest (it��luuci.i���; s�ll c;r��y������ts ���d c�ther it�i�iiecival.
pz°�pc�•tiy ri�l�t�� ir� the ��rv��;�� �i�� �c�i1� ���°�i�t �zz�l r�a�ch����-�°���i���1� 1��•����� ��1���� ��
I�i���i��i•� it� ��a�pliers c��` ��'€a�Fa��ers. �a�c:���t ��s sp�:.�ifi��Ily �t°�v��l�c1 i��rein, ��r� m���°
i�c�t �is� tl�c ��t�ic�s in ���v f��l�i��a t%�fi i���i�t���s t�e ������°����ts o�` �r���ari�i�:��� ������°�s��
therein. You may not tamper with, alter o�• cl���n�e �ny c°�c.��°c�s ��r' it�tc��'�nat�r��°t �'r<3rn k�a�
Services.
12. Notices. Except as otherwise provided l��i�ir.�, �11 ���i�e€�s a�a�;� �t��e�• �c���������1�r���������
hereunder may be in writing or displayed �l�ct�•c���i�c����;� i�� t�s� '��rv�ces �a�' I��iL���C����� �x'
its suppliers. �1�� a�c�l�c�.� 1���•�t���c���° ������ l�c irt `���°it�z�g� ����c� s���ll �a� c���n��d i� l��ve
properly been �is{e�� �1��1� d�liv��-�c� i�� �e��sc��� t�a �i1� �a��•iy, c��• ��'i3��� ����si�ec� ia� il��
United States zn�il, ����st��� pr��a��ici �:�� ���°����t�1y ����•�s��� t�a ��i�; ����ty nrati�i�� ��t tl��,
addresses set forth below, unless written �a�tice� �� �1������ ��' �c����"es� si��ll ti�v� b��rl.
received prior thereto.
13. Assignment. Customer may not assign its rights or delegate its duties under this
agreement without the prior written consent of IntelliCorp.
14. Relationship of the Parties. The Parties will perform their obligations hereunder as
independent contractors. Nothing contained in this Agreement will be deemed to create
any association, partnership, joint venture, or relationship of principal and agent. The
Parties will perform their obligations hereunder in a professional and business like
manner.
15. A�en�r��n�s. 7"h�� A��°��t�e��� ����li �a� l�i�as�liii� �.���c��� az�d irat�r� to the beneiit of the
p�rti�s 1���•�t�� �n�l �l��:ia� r•e��c�ti�'e ���cc:�����-s ���t� }���'r��i�t�� ������ns. The provisions of
t�i� A����ei�e�it �k���� ��r�t�tit�tt� t��� �i�tir� �r�,re�rr��r�� t�et����� t��u parties and supersedes
any and all previous and contemporaneous written and oral agreements and
communications relating to the subject matter hereto between the parties. This
Agreement may be modified only by written agreement, signed by the parties.
16. Waiver. The failure of either party to enforce any provision hereof shall not constitute or
be construed as a waiver of such provision or of the right to enforce it at a later date. Any
waiver of a party of a breach of this Agreement shall not operate as or be construed to be
a waiver of any other provision of this Agreement. The failure of a party to insist upon
adherence to any term of this Agreement on one or more occasions shall not be
considered a waiver and shall not deprive that party of the right thereafter to insist upon
strict adherence to that term or any other term of this Agreement. Any waiver of a
provision of this Agreement must be in writing fully executed by both of the parties
hereto.
����, ���,�,��� ,��• V������r���, ��.ci� �aa�ty warrants that the execution, delivery and
���.�ia�•�Il��ce, �� il�i� ��;�«ee����t a�1�� i1�e c:nnsummation of the transactions contemplated
������,y, �,xl� ���t ���s��t� c����uc;ijy �r �t�di���ct�y, in a breach of: (a) any term, condition or
��.��,������� �� �� �������t,��� �� ���"��x�i ���x�i��• its certificate of incorporation or by laws of
such party, or any contra�t c�th��• ��r�c���ea�k c�� i ra�tt•��g�c;�t tt� w��ic�l� tl�� �a���� �� ����-ty e�x
by which the party is bra����d �� �f��.ci�d, �r �b) a��y la�v, �t�tute crr x`��ul��kic��� ��° �►�y
injunction, order, award, .�tx��tr�c;:.���, cl�c����c r�i� s3cay �c3vet��a�����t ���ncy ��r �ui%��ra•i��r ���
court to which the Party or its assets are ��l�j��t. ��c�11 ����ty vvar€'�t.r�i:� ih�i it 1���� t.l°��
financial capacity to perform and cont�i-����. �� ���r���•�al it� �b�i��ti�r�� ������1 �����
Agreement. No legal proceedings have b���� il��°e��ic���ed �t1 l��-c����l�� ���i���t �t I���`�Y �����
could threaten performance of this Agreement and entering into this Agreement is not
prohibited by any contract, applicable law, governmental regulation, or order by any
court of competent jurisdiction.
18. Other A�reements. Each party war�°�irr�� t1��� xt i� i1�t l���ii�ci �� ���v ��;i`����a�t�� ca�
instrument with a third party that, i�idi�i����t��y �t` in th�, ����'���tc�, 1�����r� a�' ���'��'����
affects in any material way, or to the best c��: it� l�iac��r�l�d��, �ieat�s � c���fli�t ��' 4r��cz`���
that interferes or could reasonably be e�.��:,�t�� c��° �� ������������ ��' ������`��'� �`'i:��� ���
ability to perform its obligations under this Agreement.
19. Jurisdiction and Venue. The Contract is made under and shall be governed by the laws
of the State of Texas. 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.
This Agreement is not valid against either party unless and until executed by the appropriate
officer or authorized representative.
IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized
representatives effective as of the day and year first above written.
�,�
Customer: � � ��� � � � �?����
� �
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,� . �
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Signed: � '
r . � x . � � ��m_
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Name: �7t�" �����' ��� � ����� � ��+��'��'
Title:
Date:
_���! �� �� � �"� ��
�������
APPROVED AS TO FORM:
CITY ATTORNEY
CITY OF DENTON °����. � � _
BY F �. � � ,��,�:m �����.��' �
�;,�. r'-�
�`
IntelliCorp ����r+d�, ��a�.
Si ned;
g
Name:
Title:
Date:
Todd Carpenter
President
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