The URL can be used to link to this page

7180 - Contract Executed Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance !%"" &(( %#! ##!& !# '$%$ # # Initial Page 1 Here _________ 01/29/2020 Purchase Agreement & Software License Agreement f10 1318 N. Brazos San Antonio, TX 78207 P: 800-933-4077 F: 817-394-1873 www.comelectronics.com COMMERCIAL ELECTRONICS CORP. PURCHASE AGREEMENT FOR HIGHERGROUND RECORDING SOLUTION WITH THE MOTOROLA API Initial Page 2 Here _________ 01/29/2020 Purchase Agreement & Software License Agreement f10 1318 N. Brazos San Antonio, TX 78207 P: 800-933-4077 F: 817-394-1873 www.comelectronics.com Agreement Date: , __City of Denton, a Texas home-rule municipality hereinafter referred to as "Client", enters into this Agreement that includes all the terms and conditions of this agreement and Exhibits A, B, and C of all the pages of this agreement, with Commercial Electronics Corp., a corporation formed under the laws of the State of Texas, who hereinafter may be referred to as CEC located at 1318 N. Brazos San Antonio, TX 78207. CEC.will install, configure and test its software and hardware at client’s location. CEC guarantees the workmanship of its products and will use all reasonable efforts to ensure the solution purchased by client works as described in Exhibit A. Client agrees to purchase the products described in Exhibit A at the prices listed in Exhibit A. Total purchase price for the HigherGround Recording solution with the Motorola API is $ 86,715.00 . Section 1 - Client Responsibilities: 1.1.Client is responsible for maintaining the existing telecom equipment, the necessary punch down blocks and wiring used in our passive tap integration. 1.2.Client is responsible for providing accurate contact information, shipping information, billing information and primary and secondary site information as requested in Exhibit B. 1.3.Client is responsible for providing a designated Project Lead to work with HigherGround’s Project Manager and CEC’s Team. 1.4.Client is responsible for providing timely payment of invoices for the procurement of the proposed HigherGround solution as listed in Exhibit A. 1.5.Client is responsible for providing all connections from the telephone system(s) (PBX, ACD, CTI and/or other defined databases) as required by CEC to support integration and the reporting capabilities of the HigherGround product. CEC will work with client and their telecommunication vendor(s) to ensure the system is properly configured and functioning. 1.6.Client is responsible for providing all house wire, cable and electrical connections. 1.7.Client is responsible for completing the Pre-Installation Checklist. See Exhibit B. 1.8.All systems built by HigherGround are shipped with working network adapters suitable for connection with the client’s network. It is the client’s responsibility to provide a working, non-restricted, secured IP connection to the internet for network connectivity. This is necessary to support the “I’m Alive™” Notification Service and remote diagnostics from HigherGround’s Client Support. If the client is unwilling or unable to provide reliable connectivity, CEC/HigherGround will be unable guarantee response to system alarms and may be limited in its ability to provide remote support. 1.9.HigherGround systems are optimized for the performance of specific tasks. Any client modifications to HigherGround systems not specifically approved by HigherGround’s Client Support department may result in impaired performance. Such modifications, including the installation of additional software or hardware may void the warranty and/or service level agreement. 1.10.If system performance is adversely affected or a system is rendered inoperable by unapproved modifications, CEC will attempt to restore the system to its original, working condition at the client’s expense. CEC will invoice the client for shipping, time, and materials to restore a system rendered inoperable by the addition of unauthorized software or hardware made by the Client at rates on the then current price list. Initial Page 3 Here _________ 01/29/2020 Purchase Agreement & Software License Agreement f10 1318 N. Brazos San Antonio, TX 78207 P: 800-933-4077 F: 817-394-1873 www.comelectronics.com Section 2 - Terms and Conditions 2.1.Fifty (50%) of the Purchase Price is due within fifteen (15) days of signing of Purchase Agreement. $ 43,357.50 2.2. a)The remaining balance (50%) of the Purchase Price is due fifteen (15) days after installation. $43,357.50 b)In the event any issue arises which prevents finalization of the installation of the hardware and software ordered under this agreement, including a) incomplete site preparation as outlined in the Pre-installation check list, b) missing data feeds from third party vendors, or c) other issue which arises through no fault of CEC, the Client agrees that the remaining balance (50%) less the installation charges as itemized is due fifteen (15) days after installation. $ 21,678.75 . Remaining balance of $ 21,678.75 will be due fifteen (15) days after the installation has been completed. Section 3 - Delivery 3.1.Delivery time will be coordinated between CEC and Client Section 4 - Software and Hardware Support and Maintenance 4.1.The first-year warranty period includes Remote 24-Hour Software and Hardware Support and Maintenance and is included in the purchase price. 4.2.The Remote 24-Hour Maintenance price for the second year annual Software and Hardware Support and Maintenance is $ 13,571.00 4.3.The annual Software and Hardware Support and Maintenance is due and payable thirty (30) days prior to the anniversary date of Acceptance of Installation. Section 5 - Order Process 5.1.Sign and date 2 copies of the Purchase Agreement and the Software License Agreement. 5.2.Send 50% deposit and 2 original signed copies of the Purchase Agreement and Software License to Commercial Electronics Corp:* Commercial Electronics Corp., Attention Accounting –New Order 1318 N. Brazos San Antonio, TX 78207 55.3.CEC will execute the Agreements and return one (1) signed copy of the Purchase Agreement and Software License Agreement for Client’s records. * Orders will be held in Accounting and will not be processed until deposit is received or other financing arrangements are finalized. Section 6 - CEC Warranty 6.1.General - CEC represents and warrants to Customer that (i) it is an authorized distributor of HigherGround software (Product), (ii) the Product will perform in conformity with specifications and documentation supplied by CEC, (iii) the Product is new and does not contain used or reconditioned parts, (iv) to CEC’s knowledge the Product or its use does not infringe any patents, copyrights, trademarks, trade secrets, or any other intellectual property rights, and (v) that there are no suits or proceedings pending or threatened which allege any infringement of such proprietary rights. CEC represents and warrants that the Product sales to Customer do not in any way constitute violations of any law, ordinance, rule or regulation in the distribution territory. 6.2.CEC’s obligations under this warranty are limited to repairing or replacing any such Product which is returned, per CEC instructions, with all transportation charges prepaid by the client, and which Product is determined to have a warrantable defect. Initial Page 4 Here _________ 01/29/2020 Purchase Agreement & Software License Agreement f10 1318 N. Brazos San Antonio, TX 78207 P: 800-933-4077 F: 817-394-1873 www.comelectronics.com 66.3.Installation Service - CEC warrants to Customer that the services provided by CEC under this Agreement will be performed in accordance with Good Industry Practices; and that the materials, equipment, software, Licensed Technology, supplies and other items furnished by CEC under the Scope of Work hereunder, shall be (i) new and of good quality upon delivery and will be completed and delivered in compliance with the Work Schedule, Scope of Work and the Contract Documents, and in compliance with all Legal Requirements, and in a good and workmanlike manner; (ii) free of defects in design, workmanship and materials; and (iii) free of any liens and any and all license, royalty and other liabilities for the use of patents, copyrights, trade secrets or other intellectual property. CEC’s warranty obligation includes defects caused by negligence, errors, omissions, abuse, alterations, and failure to perform or maintain the work by CEC, its subcontractors, and their respective contractors, suppliers, officers, agents, and employees, or any other person for whose acts CEC may be liable under law. Section 7 - Return and Repair 7.1.Repair Policy: CEC will promptly repair or replace broken or defective Product within the one (1) year warranty period. An in-warranty Product will be replaced with the same or functionally equivalent Product at CEC’s expense. If the Product is out of warranty, CEC will repair the Product for a reasonable fee. An out-of-warranty Product will be returned to the sender at the sender’s expense with a copy of the discrepancy report. The same rule applies to Product under maintenance contract. 7.2.Replacement for Out-of-Warranty Material: A replacement may be requested for purchase. 7.3.Replacement for In-Warranty Material: Direct replacement may be requested. Expediting charges and special pick-up and airfreight will be applied if applicable. 7.4.Return Material from outside the United States: The owner of Products from outside of the United States shall be responsible for the proper preparation of the import/export documentation, and/or duties for the material shipped to the United States for repair and its subsequent return. 7.5.Return Merchandise authorization (RMA): To return defective Products to HigherGround for warranty repair, the following procedure must be adhered to: (1) Obtain a RMA number from CEC Client Support; (2) Complete the RMA Form and include the form in the RMA package for shipment to the CEC repair facility; (3) Supply the following information in the return package: Purchased from: Model number:, Serial number:, Client name:, Client invoice date:, Damage description: and new purchase order number from Client to cover both the RMA transaction charges and expedited delivery. (4) Carefully package the equipment in proper shipping boxes to prevent damage. Boards received in envelopes will be refused and the warranty on the board will be terminated. (5) Write the RMA number on the outside packaging of the Products to be returned; (6) Return Product with freight prepaid to the designated CEC repair facility. 7.6.The warranty for repaired or replaced equipment will be ninety (90) days from the date CEC returns the equipment or for the period of time remaining on the original warranty—whichever is longer. Initial Page 5 Here _________ 01/29/2020 Purchase Agreement & Software License Agreement f10 1318 N. Brazos San Antonio, TX 78207 P: 800-933-4077 F: 817-394-1873 www.comelectronics.com Section 8 - Other 8.1.Client agrees to adhere to the terms of Exhibit C, End User License Agreement 8.2.If any one or more of the provisions of this Agreement, or the application of such provisions to the Client, CEC or any circumstances shall be held invalid; the remainder of this Agreement shall remain in full force and effect. 8.3.Client and CEC shall not be responsible for performance under this Agreement 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 non-performing Party. In the event of an occurrence under this Section, said Party will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the non-performing Party continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The non-performing Party shall immediately notify the other Party 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. 8.4.CEC has not made, nor is Client relying upon, any representations other that those specifically set forth herein, and/or as appear in the specifications for the HigherGround Solution, and/or appear in any proposals tendered to Client by CEC for the HigherGround Solution. Both parties concur that the entire Agreement between the parties is set forth herein. Additions, deletions or changes to this Agreement must be in writing and signed by CEC and Client to become effective. This Agreement, additions, deletions or changes to this Agreement shall be null and void unless signed by an Officer of CEC. 8.5.In case of any dispute, both parties agree to binding arbitration according to the Commercial Arbitration Rules of the American Arbitration Association, in _Denton_County, and judgment upon the arbitrator’s award rendered may be entered in the District court for the County of _Denton_ or any other appropriate court. This agreement shall be deemed made in and governed by the laws of the State of Texas. 8.6.Client may cancel a Product order, however. Purchase Agreements, once accepted by CEC, are binding contractual commitments and shall be subject to CEC 's cancellation fees and charges upon any cancellation or revocation. If cancellation is approved, standard charges shall be 20% of the amount of the software Product ordered, 40% of hardware Products ordered, 50% of any custom software ordered, which includes Automated Programming Interfaces (API), Software Development Kits (SDK), and the Motorola Recorder Interface Module, 50% of any non-refundable licenses ordered, and 50% of any custom hardware ordered. If CEC has not submitted an order to its vendors for the software or hardware products (standard or custom), nor developed the custom software at the time of cancellation, CEC will work with the Client to determine the cancellation fee for each item that falls in the non-ordered or not-developed category. If products have been ordered or developed, standard charges apply. Any deviations from this policy must be approved in writing by the President of CEC. If an item can be returned or used within 30 days, CEC will waive the standard charges and pass through all reasonable and necessary fees and charges that are associated with that item including return fees, storage & handling fees, etc. Initial Page 6 Here _________ 01/29/2020 Purchase Agreement & Software License Agreement f10 1318 N. Brazos San Antonio, TX 78207 P: 800-933-4077 F: 817-394-1873 www.comelectronics.com Section 9 – Purchase Agreement Signatures City of Denton Commercial Electronics Corp., Authorized Signature Authorized Signature Print Name Print Name Print Title Print Title Date Date THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT CITY OF DENTON, TEXAS BY: _____________________________ TODD HILEMAN CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY BY:_______________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY:_______________________________ ##"$ '"&# '" !"#$!"$ # #%"# $'" Initial Page 7 Here _________ 01/29/2020 Purchase Agreement & Software License Agreement f10 1318 N. Brazos San Antonio, TX 78207 P: 800-933-4077 F: 817-394-1873 www.comelectronics.com Quote Phone: (210) 736-3119 Fax: (210) 737-1240 No.:3681 1318 North Brazos Date: 11/14/2016 San Antonio, TX 78207 Prepared by: Bill Behar Prepared for: Suzanne Kaletta (940) 349-7903Expiration: 3/31/2020 Denton City of 601 E Hickory St Ste E Terms Denton, TX 76205 USA 50% down / 50% on delivery Quantity Part Number Description Sell Total The price quote is for Phase II 21 existing analog recording licenses will be moved to RoIPMotorola API 21 P25-SWRL P25 Talk Group Recording License $15.00 $315.001 MOTO-API Motorola API $84,000.00 $84,000.00 Installation: $2,400.00 Item Total: $86,715.00 Total does not include applicable sales tax.Grand Total:$86,715.00 Please allow 4-6 weeks for standard delivery and/or installation unless expedited services have been quoted above. All parts and labor are warranted for one year from delivery and installation. Accepted by: Date: Please sign this quote as confirmation of your order. Initial Page 8 Here _________ 01/29/2020 Purchase Agreement & Software License Agreement f10 1318 N. Brazos San Antonio, TX 78207 P: 800-933-4077 F: 817-394-1873 www.comelectronics.com Concurrent Software Support during Hardware Refresh Warranty Period Tier III Concurrent $0.00 The new hardware and software on this quote will have a 1-year manufacturer's warranty. All existing software and licensing transferred from your old system to the new system is not covered under the new warranty but must be maintained separately under concurrent software support coverage. Tier I -Remote Software Support Only $13,571.00 The Software Only option is a 24-hour remote maintenance and software update plan. Most problems can be corrected quickly through dial-up access into the voice logging server. If a dedicated phone line is provided, the system will also automatically report any malfunction directly to HigherGround who will then correct the problem perhaps even before it becomes evident to you. As new software features come available, they will be automatically downloaded to the system. *If a dedicated phone line is not available, a shared line could be switched as needed (perhaps a fax line), however, automatic trouble reporting could not occur. Tier II -Hardware Exchange $13,571.00 Exchange service includes the software maintenance above and defective board / module exchange of otherwise warrantable parts. Parts identified by the customer as defective will be pre-shipped by Commercial Electronics for immediate replacement. On-site labor required to replace parts is provided by the customer. Tier III -Standard Business day On-site $13,571.00 Standard service continues the same service as that provided during the warranty period; i.e. 24-hour monitoring*, remote* software updates and covers all system hardware as well. Most malfunctions are typically not hard equipment failures and can be corrected by reinitializing programs remotely. However, should an otherwise warrantable failure occur to the hardware, this plan covers all parts, labor and mileage during normal business hours. Should after-hours service be required, the customer would be responsible for additional labor charges of $112.50 per hour. Tier IV -24x7 On-site $23,118.33 Our 24-Hour service option extends the standard service to full 24-hour response for equipment failures or other situations requiring an on-site technical presence. Standard repair service is provided from 8:00 a.m. to 4:30 p.m., Monday through Friday. 24-hour service covers repair actions necessary to restore primary operation after normal business hours. Time and Materials If no Maintenance Agreement is chosen, Commercial Electronics will continue to provide service on a Time-and-Materials basis. Our current labor rate is $225.00 per hour plus parts and applicable mileage; after hours service is billed at time and one half, $337.50. Initial Page 9 Here _________ 01/29/2020 Purchase Agreement & Software License Agreement f10 1318 N. Brazos San Antonio, TX 78207 P: 800-933-4077 F: 817-394-1873 www.comelectronics.com See attached Pre-Installation Checklist Motorola API INTEGRATION INFORMATION To get the AIS to send the audio to the HigherGround recorder we will need to install software on the AIS with a very small footprint that we configure to run as a service. Several things need to be in place for us to install the software and to successfully pass the data to the recorder. We will need- 1. List of TalkGroup names as they appear in the API Database (indicate if encrypted) -Use Channel Assignment sheet 1. The IP address of AIS and VPM (If you are using NAT translation, we will need the NAT IP that you have for the recorder.) AIS _______._______._______._______ VPM _______._______._______._______ 2. Types of channels used e.g. TDMA, FDMA, Conventional (Packet capture(s) preferred) ________________ ________________ ________________ ________________ 3. Contacts of Motorola Field Engineer Name ________________________________ Email ________________________________ Office phone (______) _______ - ______________ Cell phone (______) _______ - ______________ 4. Motorola has to ensure AIS is ready for integration: -Supply credential to RDP to AIS -Supply credential for HigherGround software to authenticate to AIS -Motorola has to make sure AIS can “talk” to the HigherGround recorder -Motorola has to make sure VPM can “talk” to the HigherGround recorder -Remote access to the AIS. We usually run an RDP session from the recorder. Ports 231 and 50000+ need to be open. 231 will be for the data and each talkgroup will use one from the 50000 series. Example: if 12 talkgroups are to be recorded, ports 50000-50011 need to be open. Initial Page 10 Here _________ 01/29/2020 Purchase Agreement & Software License Agreement of 10 1318 N. Brazos San Antonio, TX 78207 P: 800-933-4077 F: 817-394-1873 www.comelectronics.com END USER LICENSE AGREEMENT SOFTWARE LICENSE AGREEMENT FOR LICENSEE This Agreement is made between HigherGround, Inc. and Client (Licensee). HigherGround, Inc. and the Licensee hereby agree as follows. Subject to all terms and restrictions hereinafter set forth, HigherGround, Inc. hereby grants to the Licensee the nonexclusive, nontransferable, use of each software product (“Software”) furnished by HigherGround or by an HigherGround Authorized Distributor in accordance with the payment schedules attached hereto and made part of this agreement. 1. RIGHT TO USE: Licensee will use the Software only. Title and ownership of the Software shall at all times remain with HigherGround. This right to use is not transferable. No part of the Software furnished to the Licensee may be copied in machine-readable form for delivery to any third party. 2. CONFIDENTIALITY:Licensee agrees that the Software shall be treated as the exclusive property of HigherGround and as proprietary to and a trade secret of HigherGround. Licensee will not decipher or otherwise attempt to ascertain the contents of the Software. Licensee will not make any copies of the Software without the prior written consent of HigherGround, except as necessary to administer and maintain the system, and any such copies made by Licensee are deemed to be the property of HigherGround. 3. NONDISCLOSURE:Licensee will hold the Software in confidence for the benefit of HigherGround, will prevent the disclosure or communication to third parties of the Software and all information, data and expertise pertaining to the design and operation of the Software. Licensee will disclose the Software only to its employees or others authorized by Licensee to administer and maintain the system who have a need to know for purpose consistent with the uses authorized under this license. Licensee shall be responsible to ensure that its employees and others so authorized agree and are committed to abide by the provisions of this license. 4. MODIFICATION:Licensee shall not make any additions, deletions or other modifications to the Software except as specifically instructed by HigherGround. 5. TERMINATION:This license shall automatically terminate at such time as Licensee discontinues use of the Software. HigherGround may terminate this license by written notice to Licensee if Licensee breaches or defaults in any of its obligations under this license. In the event of any breach or default of this license by Licensee, HigherGround shall be entitled to injunctive relief against any proscribed use or disclosure of the Software in addition to any other remedies provided by law and Licensee agrees to indemnify HigherGround for any loss or damage resulting from any such breach or default. 6.RETURN:Upon termination of this license, Licensee will promptly deliver to HigherGround the Software and all copies thereof and all information pertaining to its design and operation or at HigherGround’s election, destroy such items and deliver to HigherGround certification of their destruction. 7. OWNERSHIP OF FUTURE SOFTWARE:All Software written by HigherGround even if written at the request of Licensee or to Licensee specifications or designed by Licensee, is the sole property of HigherGround. The design, specification and payment for Software entitle Licensee to only a single site use of the Software on one computer. The copyright and title to any and all intellectual property interest in all Software furnished by HigherGround, Inc. shall be and remain with HigherGround, Inc. 8. LIMITATION OF LIABILITY IN ADDITION TO THE DISCALIMER OF LIABILITY EXPRESSED ELSEWHERE IN THESE TERMS AND CONDITIONS, HIGHERGROUND SHALL NOT HAVE ANY LIABILITY OTHER THAN TO REPLACE OR REPAIR SOFTWARE !" #$% &'()*# &+$, -" ./ -012&&- 3 45 3 46 ()* 37&' 3&89: ; 3 ; 3 3)2<+91=:1% >?)?'@ ;#( ;#( >'@ @% ;( @A);#( 3 !"#$$ %# %552%/%6 %+%%"%61%6 B+6 '%5//A6% & %%=%B+/"12%1/A/+ .+"= !" #$% &'()*# '''( )55%/5%B+56 A+/1+C%5'"%=%/5 1%=%//A+%%A5%%A%16+55+A+% A%+11+%/5%+16= ( ) *+) , -. '/ !" )&/5?%+AA1%/5+>%A%111 B+12+=+11%%61===%6@/1%6(%%A5% +A1A/+110=<+5511A%6/ 1A%6+'%5%/5/+%1A6(5+A15%%A D@/1%6(%1+%51%%/"(56( +A1+=1+11+ ''/#$ -"1=%611+%%/5A16/16 A+"1=/5% 5%%/1+%A%/165%.AA1-11%/ AA1A?%B+1%%61+%A '''/ % "!& &%611+%%A%61%6+=5E+A=D(AD %/5+%16%%%A5%5>%A/+1%1B+A/+%( 111$==A%A056(%+5%5/+11+ 5(%16%%(A=+=A+%%%+%&+/+%%61 B+(1+%A5+%%/1=%/; 3 + '0/'(!& ?+0+%61"%%%61/++%%/B+A/+%%+% B+=%11%1&%61%6/A# A A(>+= !+%6116%1%1%%%A/A+%%%+% 1 @/>1'=A%1%(.AA1-11%51+6%61)A>% %%?+1+%;3 ++%%1A=E/+%%61%A /(;3 Exhibit 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 Certificate Of Completion Envelope Id: 7F46394F758D47818A62D767FED22F1D Status: Completed Subject: Please DocuSign: City Council Contract 7180 - Higher Ground Recording Systems Source Envelope: Document Pages: 14 Signatures: 9 Envelope Originator: Certificate Pages: 7 Initials: 11 Suzzen Stroman AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 suzzen.stroman@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 2/6/2020 9:43:51 AM Holder: Suzzen Stroman suzzen.stroman@cityofdenton.com Location: DocuSign Status: Original 2/18/2020 1:24:39 PM Holder: Tabitha Millsop tabitha.millsop@cityofdenton.com Location: DocuSign Status: Original 2/18/2020 5:20:02 PM Holder: Suzzen Stroman suzzen.stroman@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Suzzen Stroman suzzen.stroman@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 129.120.6.150 Sent: 2/11/2020 5:09:26 PM Viewed: 2/11/2020 5:09:36 PM Signed: 2/11/2020 5:09:39 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 2/11/2020 5:09:41 PM Viewed: 2/11/2020 5:15:41 PM Signed: 2/11/2020 5:16:12 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack Reinwand mack.reinwand@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 2/11/2020 5:16:14 PM Viewed: 2/18/2020 12:12:17 PM Signed: 2/18/2020 12:16:59 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Melissa Kraft Melissa.Kraft@cityofdenton.com Chief Technology Officer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 47.190.47.120 Signed using mobile Sent: 2/18/2020 12:17:01 PM Viewed: 2/18/2020 12:19:51 PM Signed: 2/18/2020 12:20:07 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Signer Events Signature Timestamp Wes Burns wburns@comelectronics.com Vice-president, Operations Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 47.186.203.96 Sent: 2/18/2020 12:20:09 PM Resent: 2/19/2020 2:52:46 PM Viewed: 2/19/2020 3:34:40 PM Signed: 2/19/2020 3:36:23 PM Electronic Record and Signature Disclosure: Accepted: 2/19/2020 3:34:40 PM ID: 50b9da56-f23d-45d6-86f1-f2a2496faa03 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 129.120.6.150 Sent: 2/19/2020 3:36:26 PM Viewed: 3/18/2020 10:11:12 AM Signed: 3/18/2020 10:11:38 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman Todd.Hileman@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 3/18/2020 10:11:44 AM Viewed: 3/18/2020 11:25:49 AM Signed: 3/18/2020 11:26:12 AM Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 3/18/2020 11:26:15 AM Viewed: 3/19/2020 1:19:32 PM Signed: 3/19/2020 1:20:06 PM Electronic Record and Signature Disclosure: Accepted: 3/19/2020 1:19:32 PM ID: c5971d61-07b7-45d6-b4e1-ec8122fb361c In Ierson Signer Events Signature Timestamp Editor DeliverI Events Status Timestamp Igent DeliverI Events Status Timestamp IntermediarI DeliverI Events Status Timestamp Certified DeliverI Events Status Timestamp CarIon CopI Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 2/11/2020 5:09:40 PM Electronic Record and Signature Disclosure: CarIon CopI Events Status Timestamp Not Offered via DocuSign Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 2/19/2020 3:36:25 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Wane Richardson jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 3/18/2020 10:11:42 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Zolaina Parker Zolaina.Parker@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 3/18/2020 10:11:43 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Stephanie Padgett stephanie.padgett@cityofdenton.com TS Administrative Assistant City of Denton Security Level: Email, Account Authentication (None) Sent: 3/19/2020 1:20:09 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Tiffany Wei Tiffany.Wei@cityofdenton.com Business Information Analyst City of Denton Security Level: Email, Account Authentication (None) Sent: 3/19/2020 1:20:10 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Drew Allen Drew.Allen@cityofdenton.com Sr. Mgr, Enterprise Applications & Projects City of Denton Security Level: Email, Account Authentication (None) Sent: 3/19/2020 1:20:11 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Iitness Events Signature Timestamp IotarI Events Signature Timestamp Envelope SummarI Events Status Timestamps Envelope Sent Hashed/Encrypted 3/19/2020 1:20:11 PM Envelope SummarI Events Status Timestamps Certified Delivered Security Checked 3/19/2020 1:20:11 PM Signing Complete Security Checked 3/19/2020 1:20:11 PM Completed Security Checked 3/19/2020 1:20:11 PM IaIment 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. " "# !!# " "! "!# !!! 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.