2003-160NO.
CONSDER ADOPTION OF AN ORDINANCE AWARDING A CONTRACT FOR THE
OUTSOURCING OF CUSTOMER CALLS FOR CONNECTION, DISCONNECTION, OR
TRANSFER OF UTILITY SERVICES AS PROVIDED BY ENHANCED OUTSOURCE
SOLUTIONS, INC., AS AWARDED BY THE STATE OF TEXAS BUILDING AND
PROCUREMENT COMMISSION THROUGH THE QUALIFIED INFORMATION SERVICES
VENDOR (QISV) CATALOGUE PROGRAM; PROVIDING FOR THE EXPENDITURE OF
FUNDS THEREFORE; AND PROVIDING AN EFFECTIVE DATE (FILE 3031-ENHANCED
OUTSOURCE SOLUTIONS, INC. IN AN AMOUNT NOT TO EXCEED $48,390).
WHEREAS, the City Council of the City of Denton has heretofore adopted Resolution 92-
019 pursuant to Section 2157.067 of the Texas Government Code and Sections 271.082 and 271.083
of the Texas Local Government Code which authorizes the City to participate inthe State Purchasing
Building and Procurement Commission Qualified Information Service Vendor Catalogue Purchase
Method provided for in Subchapter B of Chapter 2157 of the Texas Government Code (the "QISV
Catalogue"); and
WHEREAS, the herein described vendor is a qualified vendor in the QISV Catalogue and the
contract authorized by this ordinance is in the best interests of the City and complies with the
requirements of Subchapter B of Chapter 2157 of the Texas Government Code as a QISV Catalogue
purchase; and
WHEREAS, the City Council has provided in the City Budget for the appropriation of funds
to be used for the purchase of the materials, equipment, supplies or services approved and accepted
herein; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The numbered items in the following numbered purchase order for materials,
equipment, supplies, or services, shown in the "File" listed hereon, and on file in the office of the
Purchasing Agent, are hereby approved:
FILE
NUMBER VENDOR AMOUNT
3031 Enhanced Outsource Solutions, Inc. $48,390
SECTION 2. By the acceptance and approval of the above numbered items set forth in the
attached purchase orders, the City accepts the offer of the persons submitting the bids to the Building
and Procurement Commission for such items and agrees to purchase the materials, equipment,
supplies or services in accordance with the terms, conditions, specifications, standards, quantities
and for the specified sums contained in the bid documents and related documents filed with the
Building and Procurement Commission, and the purchase orders issued by the City.
SECTION 3. Should the City and persons submitting approved and accepted items set forth
in the attached purchase orders wish to enter into a formal written agreement as a result of the City's
ratification of bids awarded by the General Services Commission, the City Manager or his designated
representative is hereby authorized to execute the written contract; provided that the written contract
is in accordance with the terms, conditions, specifications and standards contained in the Proposal
submitted to the General Services Commission, quantities and specified sums contained in the City's
purchase orders, and related documents herein approved and accepted.
SECTION 4. By the acceptance and approval of the above numbered items set forth in the
subject purchase orders, the City Council hereby authorizes the expenditure of funds therefor in the
amount and in accordance with the approved purchase orders or pursuant to a written contract made
pursuant thereto as authorized herein.
SECTION 5. This ordinance shall become effective immediately upon its passage and
approval.
PASSED AND APPROVED this ,.~~'~'L/ day of
~2003.
EULINE BROCK, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
2-ORD-File 3031
SERVICES AGREEMENT
FOR CALL CENTER-UTILITIES CUSTOMER SERVICE
, 2003, by and between the City of Denton, Texas, a Texas municipal
corp~/ration, with its principal office at 215 East McKinney Street, Denton, Denton County,
Texas 76201, hereinafter called "OWNER" and Enhanced Outsource Solutions, Inc., with its
office at 3923 Morse Street, Denton, Texas 76208, hereinafter called "CONSULTANT," acting
herein, by and through their duly authorized representatives.
In consideration of the covenants and agreements herein contained, the parties hereto do
mutually agree as follows:
ARTICLE I
EMPLOYMENT OF CONSULTANT
The OWNER hereby contracts with the CONSULTANT, as an independent contractor,
and the CONSULTANT hereby agrees to perform the services herein in connection with the
Project as stated in the sections to follow, with diligence and in accordance with the highest
professional standards customarily obtained for such services in the State of Texas. The
professional services set out herein are in connection with the following described project:
The Project shall include, without limitation, the providing of call center telephone
services for the processing of telephone calls from City of Denton utility customers for
connection and disconnection of utility services in accordance with OWNER's Requirements
attached hereto and made a part hereof as Exhibit "A" ("Owner's Requirements") and the
Statement of Work attached hereto and made a part hereof as Exhibit "B" (the "Statement of
Work"). In the event of a conflict between this Agreement, the Owner's Requirements and the
Statement of Work they will control in the following order:
1. Agreement
2. Owner's Requirements
3. Statement of Work
ARTICLE II
SCOPE OF SERVICES
The CONSULTANT shall perform all services necessary to complete the Project in
accordance with the Owner's Requirements and the Statement of Work in a professional manner.
ARTICLE III
PERIOD OF SERVICE
This Agreement shall become effective upon execution of this Agreement by the
OWNER and the CONSULTANT and upon issuance of a notice to proceed by the OWNER, and
shall remain in force through September 19, 2003, including additional services, if any, and any
required extensions approved by the OWNER. This Agreement may be sooner terminated in
accordance with the provisions hereof. Time is of the essence in this Agreement. The
CONSULTANT shall make all reasonable efforts to complete the services set forth herein as
expeditiously as possible and to meet the schedule established by the OWNER, acting through its
City Manager or his designee.
ARTICLE IV..
COMPENSATION
COMPENSATION TERMS: CONSULTANT shall be compensated at the rate of $.60
per talk minute for shared representatives and at the rate of $20.00 per hour for dedicated
representatives (the "Compensation"). Upon demand from OWNER, CONSULTANT
shall provide verification of the actual minutes and hours used prior to the OWNER
making payments to CONSULTANT. OWNER reserves the right to withhold payment
until it has had an opportunity to audit the records of CONSULTANT to determine if the
actual billing of services accurately reflects the actual minutes and hours used.
CONSULTANT has a duty to keep full and complete records that adequately document
the time used.
BILLING AND PAYMENT: For and in consideration of the services to be performed by
the CONSULTANT, and subject to the terms and condition herein, the OWNER agrees
to pay the Compensation to the CONSULTANT within 30 days of receiving a monthly
statement, for services satisfactorily completed for the previous month of services.
However, under no circumstances shall any monthly statement for services exceed the
value of the work performed at the time a statement is rendered.
Nothing conta'med in this Article shall require the OWNER to pay for any work which is
unsatisfactory, as reasonably determined by the City Manager or his designee, or which is
not submitted in compliance with the terms of this Agreement. The OWNER shall not be
required to make any payments to the CONSULTANT when the CONSULTANT is in
default under this Agreement.
It is specifically understood and agreed that the CONSULTANT shall not be authorized
to undertake any work pursuant to this Agreement which would require additional
payments by the OWNER for any charge, expense, or reimbursement above the
Compensation, without first having obtained written authorization fi.om the OWNER.
PAYMENT: If the OWNER fails to make payments due the CONSULTANT for
services and expenses within sixty (60) days after receipt of the CONSULTANT's
undisputed statement thereof, the amounts due the CONSULTANT will be increased by
Page 2
the rate of one percent (1%) per month from the said sixtieth (60th) day, and, in addition,
the CONSULTANT may, after giving seven (7) days' written notice to the OWNER,
suspend services under this Agreement until the CONSULTANT has been paid in full all
amounts due for services, expenses, and charges. However, nothing herein shall require
the OWNER to pay the late charge of one percent (1%) set forth herein if the OWNER
reasonably determines that the work is unsatisfactory, in accordance with this Article V,
"Compensation."
ARTICLE V
INDEPENDENT CONTRACTOR
CONSULTANT shall provide services to OWNER as an independent contractor, not as
an employee of the OWNER. CONSULTANT shall not have or claim any right arising from
employee status.
ARTICLE VI
INDEMNITY AGREEMENT
The CONSULTANT shall indemnify and save and hold harmless the OWNER and its
officers, agents, and employees from and against any and all liability, claims, demands, damages,
losses, and expenses, including, but not limited to court costs and reasonable attorney fees
incurred by the OWNER, and including, without limitation, damages for bodily and personal
injury, death and property damage, resulting from the negligent acts or omissions of the
CONSULTANT or its officers, shareholders, agents, or employees in the execution, operation, or
performance of this Agreement.
Nothing in this Agreement shall be construed to create a liability to any person who is not
a party to this Agreement, and nothing herein shall waive any of the parties' defenses, both at
law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this
Agreement, including the defense of governmental immunity, which defenses are hereby
expressly reserved.
ARTICLE VII
INSURANCE
During the performance of the services under this Agreement, CONSULTANT shall
maintain the following insurance with an insurance company licensed to do business in the State
of Texas by the State Insurance Commission or any successor agency that has a rating with Best
Rate Carders of at least an A- or above:
Comprehensive General Liabihty Insurance with bodily injury limits of not less than
$500,000 for each occurrence and not less than $500,000 in the aggregate, and with
property damage limits of not less than $100,000 for each occurrence and not less than
$100,000 in the aggregate.
Page 3
3.
3,
Worker's Compensation Insurance in accordance with statutory requirements, and
Employers' Liability Insurance with limits of not less than $100,000 for each accident..
The CONSULTANT shall furnish insurance certificates or insurance policies at the
OWNER's request to evidence such coverages. The insurance policies shall name the
OWNER as an additional insured on all such policies, and shall contain a provision that
such insurance shall not be canceled or modified without thirty (30) days' prior written
notice to OWNER and CONSULTANT. In such event, the CONSULTANT shall, prior
to the effective date of the change or cancellation, serve substitute policies furnishing the
same coverage.
ARTICLE VIH
TERMINATION OF AGREEMENT
Notwithstanding any other provision of this Agreement, either party may terminate by
giving thirty (30) days' advance written notice to the other party.
This Agreement may be terminated in whole or in part in the event of either party
substantially failing to fulfill its obligations under this Agreement. No such termination
will be affected unless the other party is given (1) written notice (delivered by certified
mail, return receipt requested) of intent to terminate and setting forth the reasons
specifying the non-performance, and not less than thirty (30) calendar days to cure the
failure; and (2) an opportunity for consultation with the terminafmg party prior to
termination.
If the Agreement is terminated prior to completion of the services to be provided
hereunder, CONSULTANT shall immediately cease all services and shall render a final
bill for services to the OWNER within thirty (30) days after the date of termination. The
OWNER shall pay CONSULTANT for all services properly rendered and satisfactorily
performed prior to the date of termination, in accordance with Article IV
"Compensation." Should the OWNER subsequently contract with a new consultant for
the continuation of services on the Project, CONSULTANT shall cooperate in providing
information. The CONSULTANT shall turn over all documents prepared or fimfished by
CONSULTANT pursuant to this Agreement to the OWNER on or before the date of
termination, but may maintain copies of such documents for its use.
ARTICLE IX
RESPONSIBILITY FOR CLAIMS AND LIABILITIES
Approval by the OWNER shall not constitute, nor be deemed a release of the
responsibility and liability of the CONSULTANT, its employees, associates, agents,
subcontractors, and subconsultants for the accuracy and competency of their designs or other
work; nor shall such approval be deemed to be an assumption of such responsibility by the
OWNER for any defect in the design or other work prepared by the CONSULTANT, its
employees, subcontractors, agents, and consultants.
Page 4
ARTICLE X
NOTICES
All notices, communications, and reports required or permitted under this Agreement
shall be personally delivered or mailed to the respective parties by depositing same in the United
States mail to the address shown below, certified mail, return receipt requested, unless otherwise
specified herein. Mailed notices shall be deemed communicated as of three (3) days' mailing:
To CONSULTANT:
To OWNER:
Enhanced Outsource Solutions
Attention: President
3923 Morse Street, Suite 106
Denton, Texas 76208
City of Denton
(Name and Title)
215 East McKinney
Denton, Texas 76201
All notices shall be deemed effective upon receipt by the party to whom such notice is
given, or within three (3) days' mailing.
ARTICLE XI
ENTIRE AGREEMENT
This Agreement, including the exhibits attached hereto, constitutes the complete and final
expression of the agreement of the parties, and is intended as a complete and exclusive statement
of the terms of their agreements, and supersedes all prior contemporaneous offers, promises,
representations, negotiations, discussions, communications, and agreements which may have
been made in connection with the subject matter hereof.
ARTICLE XII
SEVERABILITY
If any provision of this Agreement is found or deemed by a court of competent
jurisdiction to be invalid or unenforceable, it shall be considered severable fi.om the remainder of
this Agreement and shall not cause the remainder to be invalid or unenforceable. In such event,
the parties shall reform this Agreement to replace such stricken provision with a valid and
enforceable provision which comes as close as possible to expressing the intention of the stricken
provision.
ARTICLE XIII
COMPLIANCE WITH LAWS
The CONSULTANT shall comply with all federal, state, and local laws, rules,
regulations, and ordinances applicable to the work covered hereunder as they may now read or
hereinafter be amended.
Page 5
ARTICLE XIV
DISCRIMINATION PROHIBITED
In performing the services required hereunder, the CONSULTANT shall not discriminate
against any person on the basis of race, color, religion, sex, national origin or ancestry, age, or
physical handicap.
ARTICLE XV
PERSONNEL
The CONSULTANT represents that it has or will secure, at its own expense, all
personnel required to perform all the services required under this Agreement. Such
personnel shall not be employees or officers of, or have any contractual relations with the
OWNER. CONSULTANT shall inform the OWNER of any conflict of interest or
potential conflict of interest that may arise during the term of this Agreement.
All services required hereunder will be performed by the CONSULTANT or under its
supervision. All personnel engaged in work shall be qualified, and shall be authorized
and permitted under state and local laws to perform such services.
ARTICLE XVI
ASSIGNABILITY
The CONSULTANT shall not assign any interest in this Agreement, and shall not
transfer any interest in this Agreement (whether by assignment, novation, or otherwise) without
the prior written consent of the OWNER.
ARTICLE XVII
MODIFICATION
No waiver or modification of this Agreement or of any covenant, condition, or limitation
herein contained shall be valid unless in writing and duly executed by the party to be charged
therewith, and no evidence of any waiver or modification shall be offered or received in evidence
in any proceeding arising between the parties hereto out of or affecting this Agreement, or the
rights or obligations of the parties hereunder, and unless such waiver or modification is in
writing and duly executed; and the parties further agree that the provisions of this section will not
be waived unless as set forth herein.
ARTICLE XXII
MISCELLANEOUS
CONSULTANT agrees that OWNER shall, until the expiration of three (3) years after
the final payment under this Agreement, have access to and the fight to examine any
directly pertinent books, documents, papers, and records of the CONSULTANT
involving transactions relating to this Agreement. CONSULTANT agrees that OWNER
Page 6
shall have access during normal working hours to all necessary CONSULTANT facilities
and shall be provided adequate and appropriate working space in order to conduct audits
in compliance with this section. OWNER shall give CONSULTANT reasonable advance
notice of intended audits.
This Agreement is fully performable in Denton County, Texas. Venue of any suit or
cause of action under this Agreement shall lie exclusively in Denton County, Texas. This
Agreement shall be construed in accordance with the laws of the State of Texas.
CONSULTANT shall commence, carry on, and complete the services provided for in this
Agreement with all applicable dispatch, in a sound, economical, and efficient manner and
in accordance with the provisions hereof. In accomplishing the services,
CONSULTANT shall take such steps as are appropriate to ensure that the work involved
is properly coordinated with related work being earned on by the OWNER.
The OWNER shall assist the CONSULTANT by placing at the CONSULTANT's
disposal all available information pertinent to the Project and the services provided for in
this Agreement, including previous reports, any other data relative to the Project, and
arranging for the access thereto, and make all provisions for the CONSULTANT to enter
in or upon public and private property as required for the CONSULTANT to perform
services under this Agreement.
The captions of this Agreement are for informational purposes only, and shall not in any
way affect the substantive terms or conditions of this Agreement.
IN WITNESS HEREOF, the City of Denton, Texas has caused this Agreement to be
executed by its duly authorized City Manager, and CONSULTAiN!~T has executed/I~ais Agreement
through its duly authorized undersigned officer on this the ~.~ ~4~ day of (~O~'c.~, ,
2003. ~'
MICHAEL ~..C OlX~DU~ MANAGER
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
Page 7
APPROVED AS TO LEGAL FORM:
BY: '
WITNESS:
BY:
P~e8
Exhibit A
CALL CENTER OUTSOURCE REQUIREMENTS-
UTILITIES CUSTOMER SERVICE
Due to high call volume during the months of May-August, Utilities Customer Service is
seeking a third party vendor to take the movo in/move out requests by phone. The
following is a list of requirements:
c~ The vendor must have trainexl resources to perform the following processes:
· Research customers by name, drivers license, social security number
· Research address for outstanding balance or previous termination of
services for non-payment
· Recognize the need for a lease agreement
· Verify account holder before conducting business
· Explain security deposit requirements, letters of credit, and co-signer
information
ca Thc vendor must maintain au average wait time not to exceed 60 seconds.
The vendor will provide daily reporting to include:
· Number of calls taken
· Average wait time
· Total talk time
· Type of calls taken
[] Site visits by Utilities Customer Service conducted as necessary
[] Utilities Customer Service may update procedures and training as necessary.
For questions, please contact Therese Marfinez at 940 349-8226 or
Therese. Martinez(~.eitvo fdenton, eom
Exhibit B
8t~Em~nt of ~
For the City of DE. on UUliUE~
Thle ~ Is valid only If~e ~tatement (:dWo~ hie t~een mgned. Erd~anoed Outsoume
8olu~ons, lac. agrees to pm, vide ~vi~es ~ cleflned In thl~ 8OW.
Conl~nt
ThW ~3W eorm;i~i of thla ~gnatum page a~l ~ followk~g se~ons:
* ~o Samma,'y '-
, Pa~Met Tefl~arid C,~xlI~Me
S~rmmmS
Page I at2
F~C 9~,O-~83.-2.gS7
8Mtmmmt of WoW
the ~ of Denton UdlWe~
Enhm~d Ou~um~ 8~lu~im~ ~ ~ to I~ W tim Cl[y ~ D~m~on LIt3~M In
~l.temem of Wink
For the City al' Denton ~
Pd(:lng Amlend#m
I,?~tin~d ~ of gerv~
To ~ 80,8~0 m~'ug~. X $.60 = $48,$g0 or
STATE OF TEXAS §
COUNTY OF DENTON §
CONFIDENTIALITY AGREEMENT
THIS CONFIDENTIALITY AGREEMENT dated as of Sune ._~, 2003
("Agreement") is by and between the CITY OF DENTON, TEXAS, a Texas Municipal
Corporation (the "City of Denton") and the ENHANCED OUTSOURCE SOLUTIONS, INC.,
3923 Morse Street, Denton, Texas 76208 (the "Interested Party"). Thc City of Denton and the
Interested Party are acting by and through their duly authorized officials, representatives and
officers, and are collectively referred to herein as the "Parties" and are individually referred to
herein as a "Party."
WHEREAS, this Agreement is ancillary to and is connected with and related to that one
certain "Services Agreement for Call Center-Utilities Customer Service" ("Services
Agreement") entered into by and between the City of Denton, Texas and the Interested
Party; and
WHEREAS, in order to allow the Interested Party to perform the Services Agreement
with the City of Denton, Texas regarding the Interested Party providing call center
telephone services for the processing of telephone calls from City of Denton Utility
customers for connection and disconnection of utility services, in accordance with the
requirements contained in Exhibits "A" and "B" of the Services Agreement; the
Interested Party will come into and will need to utilize certain confidential information as
well as "Public Power Information" protected by state law from public disclosure in
connection with certain Denton Municipal Electric ("DME") calls and inquiries; the
Interested Party will also come into and will need to utilize certain confidential
information in connection with handling Denton Municipal Utility calls and inquiries;
and
WHEREAS, the Interested Party is interested in performing the services set forth in the
preceding paragraph, pursuant to contract with the City of Denton, but will require
confidential and confidential information from DME, in the form of the confidential
information as well as "Public Power Information" in order to perform the services
properly and completely; and
WHEREAS, the City of Denton, is willing to disclose its confidentiality requirements
respecting the calls which Interested Party is expected to receive, and disclosing what
Public Power Information is relevant to telephone calls which Interested Party is expected
to make, receive, or conduct pursuant to this Agreement, which is protected fi.om public
disclosure by the Public Power Exception provisions of the Texas Government Code
(Chapter 552), for the sole purpose of Interested Party performing services for the City of
Denton, but for no other purpose; subject however, to the terms and conditions set forth
in this Agreement.
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NOW, THEREFORE, in consideration of the mutual covenants contained herein and for
other good and valuable considerations, the receipt and sufficiency of which is hereby
acknowledged, the Parties hereto AGREE as follows:
Section 1. Confidentiality
(a) Confidential Information
The Interested Party acknowledges and agrees that any and all information or documents,
fumished to it in connection with this Agreement, specifically including the above-
referenced Denton Municipal Utilities customer list, and "Confidentiality Requirements
Related to Telephone Contractor" and other information relating to the City of Denton's
Utility system, whether oral, written or in some other form (collectively, the
"Confidential Information") furnished to the Interested Party or its Representatives (as
defined below) at any time by the City of Denton or its Representatives in connection
with the performance of services under the "Services Agreement for Call Center-Utilities
Customer Service" (the "Services Agreement") is proprietary and confidential in nature.
The Interested Party shall not disclose the contents of the Confidential Information to any
party except the Interested Party's Representatives on a need-to-know basis.
Representatives shall mean a party's own directors, employees, affiliates, representatives,
legal counsel and/or financial advisors (collectively, the "Representatives"). The
Interested Party shall ensure that all of its Representatives to which disclosure of the
Confidential Information is made, shall comply with the terms and conditions of this
Agreement. The Interested Party and its Representatives shall not use the Confidential
Information for any purpose other than in performing telephone services relevant to the
Services Agreement. In dealing with the Confidential Information, the Interested Party
and its Representatives shall use at least the same confidentiality procedures, but not less
than a reasonable degree of care, that the Interested Party uses within its organization
with respect to its own proprietary information.
(b) ConfidentialityofInformation
The Interested Party and its Representatives agree not to disclose to any person or entity
any information about the Confidential Information or any other conditions or matters
relating thereto, including, but not limited to, the fact that they have received the
Confidential Information and are utilizing the information in performing the services
provided for in the Services Contract. Without limiting the foregoing, the Interested
Party agrees that it will not issue or cause to be issued any press release or otherwise
make any public comment regarding the information or any other facts relating thereto.
Nor will Interested Party sell, alienate, disclose, give, or otherwise transfer the
Confidential Information, in any form whatsoever, to any other party for any reason at
any time.
The Interested Party will immediately notify the City of Denton in writing of any
unauthorized disclosure to third parties that the Interested Party discovers, and the
Interested Party shall use its best efforts to prevent any further disclosure of the
Confidential Information. To the extent that there is an unauthorized disclosure, in
addition to the remedies set forth below, the City of Denton shall have the fight to
-2-
terminate this Agreement and the Services Contract at its sole discretion, without further
notice.
(c) Information in the Public Domain
The obligations of the Interested Party and its Representatives with respect to the
Confidential Information pursuant to the Agreement shall not apply to any such
information; (a) that is generally available to the public or otherwise in the public
domain, other than as a result of disclosure by the Interested Party or its Representatives
or by virtue of a breach of the Agreement; (b) that was available to the Interested Party or
its Representatives on a non-confidential basis prior to its disclosure under this
Agreement; or (c) is approved for release by written authorization of an authorized
officer of the City of Denton.
(d) Disclosure Required by Law
If the Interested Party or any of its Representatives becomes legally compelled, by
deposition, interrogatory, request for documents, subpoena, civil investigative demand, or
similar process, to disclose any of the Confidential Information, the Interested Party or its
Representatives, as the case my be, shall provide the City of Denton with immediate
telephonic notice and prompt prior written notice of such requirement so that the City of
Denton may seek a protective order or other appropriate remedy, or waive compliance
with the terms of this Agreement. If so required or permitted to disclose the Confidential
Information, the Interested Party or its Representatives, as the case may be, shall be
furnished only that portion of the Confidential Information which the Interested Party or
its Representatives, as the case may be, is advised by counsel is legally required, and to
exercise it best efforts to obtain assurance that confidential treatment will be accorded
such Confidential Information. In any event, neither the Interested Party nor any of its
Representatives will oppose any action by the City of Denton to obtain an appropriate
protective order to other assurance that confidential treatment will be accorded to the
Confidential Information.
Section 2. Ownership
All Confidential Information shall remain the property of the City of Denton, Texas as
the case may be, and the Interested Party acknowledges and agrees that it intends to, and
shall rely upon any and all of the Confidential Information as being true and complete
information, in performing the services under the Services Contract.
Section 3. Return of Confidential Information
The Interested Party and its Representatives shall destroy or return to the City of Denton
all Confidential Information, and all copies the Interested Party and its Representatives
have made of the Confidential Information, electronically or otherwise, and all copies of
any summaries, analysis, compilations, studies, extracts thereof or any other documents
prepared by the Interested Party or its Representatives containing or verifying any
Confidential Information, on the first to occur of: (i) the time when the Interested Party
advises the City of Denton that the services provided for in the Services Contract are
complete; or (ii) the City of Denton in its sole discretion, at any time, for cause, requests
the Interested Party to deslroy or return such Confidential Information. Any oral
Confidential Information shall be kept confidential pursuant to Section 1 hereof. The
Interested Party acknowledges and agrees that the City of Denton, in its sole discretion,
can terminate discussions and negotiations with the Interested Party at any time and
demand the prompt return of all Confidential Information.
Section 4. Remedies.
(a) Equitable Remedies
The Interested Party agrees and acknowledges that the Confidential Information, as it
exists from time-to-time of this Agreement is reasonable and necessary to protect the
legitimate interests of the Parties, and that a violation or threatened violation of any of the
terms of the this Agreement by the Interested Party or any of its Representatives would
cause immediate and irreparable injury and harm to the business of the City of Denton,
for which damages would be inadequate compensation. Accordingly, the Interested Party
acknowledges, consents, stipulates and agrees that in the event of any such violation or
threatened violation by the Interested Party or any of its Representatives, the City of
Denton shall be entitled to commence an action for preliminary, temporary, and
permanent injunctive relief or other equitable relief, and neither the Interested Party nor
its Representatives shall interpose any objection that such relief is inappropriate.
(b) Indemnification
The Interested Party and its Representatives shall indemnify and hold the City of Denton
harmless from and against any and all causes of action, liabilities, losses, expenses
(including attorney's fees and the cost of enforcing this indemnity) arising out of or
resulting from any violation or breach by the Interested Party or its Representatives of the
covenants and agreements contained herein, and shall use its best efforts to prevent any
further unauthorized disclosure of Confidential Information.
(c) Notice
The Interested Party shall notify the City of Denton as soon as the Interested Party
becomes aware of any disclosure of Confidential Information not authorized by this
Agreement and any other breach or violation of the provisions hereof.
Section 5. Miscellaneous
If any term or provision of this Agreement is to any extent held invalid or unenforceable,
the remaining terms of the Agreement will not be affected thereby, but each term and
provisio~ of the Agreement will be valid and enforceable to the fullest extent permitted
by law. This Agreement shall be constxued in accordance with and governed by the laws
of the State of Texas. Venue of any action arising out of, or respecting this Agreement
shall lie in Denton County, Texas. In the event of any legal action or proceeding arising
out of this Agreement, if a court of competent jurisdiction determines that the Interested
Party or its Representatives have breached this Agreement, then any form of legal or
-4-
equitable relief may be granted by the court. Interested Party acknowledges that the City
of Denton may assign its fights and obligations under this Agreement with the consent of
the Interested Party. Any assignment by the Interested Party of this Agreement without
the prior consent of the City of Denton shall be void. This Agreement contains the entire
agreement between the Parties regarding the subject matter hereof. No delay or failure in
exercising any rights, remedy, or power hereunder shall operate as a waiver thereof, nor
shall any partial exercise thereof preclude any other or further exercise thereof of the
exercise of any other right or remedy hereunder. This Agreement may be executed in any
number of counterparts, but all of such counterparts shall together constitute but one
Agreement. In making proof of this Agreement, it shall not be necessary to produce or
account for more than one counterpart hereof signed by each of the parties hereto. No
modification or amendment to this Agreement shall be effective unless approved in
writing by each of the Parties hereto. The Interested Party and its Representatives hereby
agree to submit to personal jurisdiction in the County of Denton, State of Texas.
Section 6. Term of Agreement
Except as required by law or unless otherwise agreed to in writing by the City of Denton, this
Agreement shall remain in force and effect for one (1) year from the date of its execution.
IN WITNESS WHEREOF, this Confidentiality Agreement has been executed by the following
duly authorized representatives and officers of the Parties and is effective as of the date first
written above.
"CITY OF DENTON"
A Texas Municipal Corporation
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
APPROVED AS TO LEGAL FORM:
HERBERT L. PROUTY, CITY ATTORNEY
By:
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"iNTERESTED PARTY"
ENHANCED OUTSOURCE SOLUTIONS, iN ~..
By:
By:
By:
ATTEST:
By: ~]~
APPROVED AS TO LEGAL FORM:
By: ~0M-~
S:\Our Documents\Contracts\03~DMU-Enhanced Outsouree Solutions, Ine- Confidentiality Agreement 2003.doc
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