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7645 - Contract Executed Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: EAB2E498-DBCE-4A2F-82E3-71A227B678FA FILE Not Applicable 7645 Leads Online Sole Source Ginny Brummett April 20, 2021 April 20, 2026 21-699 © 2000-2021 LeadsOnline, LLC. Confidential Information. All rights reserved. Page 1 of 78 AGENCY AGREEMENT This LeadsOnline LLC AGENCY AGREEMENT ("Agreement"), ________________, 2021 (“Effective Date”) is made between Denton Police Department (“Agency”) and LeadsOnline LLC ("Leads"). SCOPE OF AGREEMENT Leads operates and maintains an electronic reporting and criminal investigation system for receiving Transaction Data for the use of Law Enforcement Officials in their official duties. Leads acts in the capacity of an agent for such Law Enforcement Agencies for the purpose of collecting, maintaining and providing access to Transaction Data and other records. Agency desires to utilize Leads’ System to support its investigations. Subject to the terms of this Agreement and in consideration of the mutual covenants stated below, the parties agree as follows: 1. Definitions 1.1 “Transaction Data” means all information provided by Reporting Businesses and Law Enforcement Agencies about transactions, including (but not limited to) the transaction number, make, model, property description, serial number, name, address, identification number, telephone number, date of birth and any images recorded during the course of a transaction according to official request, statutory requirement or otherwise. 1.2 "GLBA" means the Gramm-Leach-Bliley Act of 1999, together with the Privacy Rule and Safeguards Rule promulgated by the U.S. Federal Financial Institution regulators and the Federal Trade Commission. 1.3 “Law Enforcement Agency” means any agency duly authorized by Municipal, State, County or Federal government to enforce laws or investigate crimes. 1.4 “Law Enforcement Official” means a person employed and authorized by a Law Enforcement Agency to, in his/her official duties, access Transaction Data and/or submit Transaction Data for official use by Law Enforcement Agencies. 1.5 “Leads’ System” is Leads’ electronic reporting and criminal investigations system for receiving Transaction Data for access by Law Enforcement Officials. 1.6 "Reporting Business" shall mean any entity that records Transaction Data regarding (a) the receipt or sale of products regulated by law and (b) the receipt or other disposition of merchandise or materials, and reports such Transaction Data for access by Law Enforcement Officials according to official request, statutory requirement or otherwise. 1.7 “Agency Files” means case information electronically transferred by Agency to Leads’ System for automated comparison to Transaction Data and Agency Files submitted by other Law Enforcement Agencies. DocuSign Envelope ID: EAB2E498-DBCE-4A2F-82E3-71A227B678FA 04/20/2021 © 2000-2021 LeadsOnline, LLC. Confidential Information. All rights reserved. Page 2 of 78 2. Responsibilities of Agency 2.1 Agency agrees that the protection of usernames and passwords used to access Leads services and any Transaction Data accessed via Leads by its Law Enforcement Official is the responsibility of Agency. Agency agrees to maintain such information in a secure manner and to not provide login credentials to any other person not authorized by Agency to utilize Leads services in accordance with this Agreement. 2.2 Agency is responsible for the accuracy of information submitted by Agency’s Law Enforcement Officials in registration for Law Enforcement Agency’s accounts. 2.3 Agency agrees to not share its access to Leads’ System with other Law Enforcement Agencies and to not share information retrieved from Leads’ System with the exception of disclosure necessary for the purpose of prosecution of crimes within Agency’s jurisdiction investigated by Agency. 2.4 Agency agrees that accounts will be (a) registered only to individual Law Enforcement Officials employed by Agency and (b) will be used only by the specific Law Enforcement Official to whom the account is registered and (c) will not be used to access or otherwise provide information from Leads System to other Law Enforcement Agencies or secondary employers. 2.5 Agency represents and warrants that it shall only submit, access, use and disclose Transaction Data for use in Agency’s official Law Enforcement Agency duties. Agency maintains sole responsibility for activity taking place under its user accounts and is responsible for any use, misuse or disclosure of Transaction Data accessed by its users. 2.6 Agency is responsible for securing Transaction Data accessed from Leads’ System, and agrees to comply with all applicable statutes, laws and regulations for use and disclosure of non- public personal information, including federal and state Transaction Data security breach laws and the GLBA. 2.7 To the extent allowed under the laws of the state of Texas, Agency understands and acknowledges that Transaction Data and other records accessible by Law Enforcement Officials via Leads’ System contains non-public personally identifiable information that is unrelated to any Agency case. This includes Transaction Data submitted by businesses and Law Enforcement Agencies outside of Agency’s jurisdiction and outside of Agency’s state. Such Transaction Data and other information may not be eligible for disclosure in response to a public record request according to applicable law. Leads does not grant Agency access to Leads’ System for the purpose of searching records to respond to a public records request when Agency did not have the record at the time the public records request was made. If Agency searches Leads’ System in response to a request for Public Records, Agency is acting of its own accord. 2.8 Agency is responsible for using devices and browsers capable of connecting via an encrypted internet connection. 2.9 Agency is responsible for promptly notifying Leads when a user is no longer employed by Agency or is otherwise no longer authorized to access Leads’ System. 2.10 Agency agrees to promptly notify Leads of any conditions that Agency believes may represent or result from a security incident or vulnerability, including the possible compromise of a user’s password. Please send any notifications to privacy@leadsonline.com. 2.11 Agency will pay subscription fees according to the schedule set forth in Attachment ‘A’ which by this reference is incorporated herein. DocuSign Envelope ID: EAB2E498-DBCE-4A2F-82E3-71A227B678FA © 2000-2021 LeadsOnline, LLC. Confidential Information. All rights reserved. Page 3 of 78 3. Responsibilities of Leads 3.1 Leads agrees to operate and maintain the Leads System for the purpose of receiving Transaction Data for access only by Law Enforcement Officials. 3.2 Leads agrees to secure Transaction Data using administrative, technical and physical safeguards as set forth in applicable law, including the GLBA. 3.3 Leads agrees to limit access to Agency Files to authorized Law Enforcement Officials, and shall apply safeguards to protect Agency Files according to standards applicable to the information in Agency Files. Leads agrees to purge all Agency Files according to CJIS standards upon Agency’s written request. 3.4 Leads agrees to provide use of Leads’ System with the capabilities specified in Attachment ‘A’. 4. Conditions for use of Leads’ System 4.1 Leads’ System and website, including but not limited to written materials, text, graphics, logos, software, functionality, icons and images are the exclusive proprietary property of Leads and are protected under the United States Copyright Act (17 United States Code), as well as by all applicable state and international copyright laws, and by the Lanham Act (15 U.S.C. §§1051- 1141n). To the extent allowed by the laws of the state of Texas, Agency agrees to abide by any additional copyright notices, trademarks, information, or restrictions contained in any content on Leads’ System and website. Leads’ System and website may be used solely for the purposes expressly provided for herein, and no aspect of the Leads’ System or website may be used for any other purpose whatsoever. Any other use is unauthorized and will constitute an infringement upon the proprietary rights of Leads. No authority to use any content on Leads’ System, website, or any other intellectual or other property of Leads not expressly granted by this Agreement shall be implied. 4.2 Agency agrees to not decompile or otherwise copy or use content on the Leads’ System or website or other proprietary information of Leads for purposes of reverse-engineering or reconstruction, and to not remove, overprint or deface any notice of copyright, trademark, logo, legend, or other notices from any materials Agency obtains from Leads’ System or website. 4.3 Agency represents it is a Law Enforcement Agency. 4.4 Leads may modify or upgrade any aspect of Leads’ System at any time without notice. Leads agrees to make commercially reasonable efforts to perform such modifications in a manner that is not disruptive to Agency. 4.5 Subject to the terms of this Agreement, Agency hereby appoints Leads as its agent for the sole purpose of collecting, maintaining and providing access to Transaction Data from Reporting Businesses. This agency appointment is effective as of the registration date of Agency’s initial user. Agency acknowledges that Leads does not enforce laws and only represents Agency in the capacity of receiving Transaction Data from Reporting Businesses and Law Enforcement Agencies and making information available to Law Enforcement Officials via Leads’ System. 4.6 Leads uses a number of checks to identify inaccurate or incomplete Transaction Data, but cannot and does not represent or endorse the accuracy or reliability of Transaction Data or other information submitted by Reporting Business and Law Enforcement Agencies. Transaction Data is provided by Reporting Businesses and Law Enforcement Agencies according to the laws and practices enforced in Reporting Businesses’ jurisdiction using their proprietary operational software. DocuSign Envelope ID: EAB2E498-DBCE-4A2F-82E3-71A227B678FA © 2000-2021 LeadsOnline, LLC. Confidential Information. All rights reserved. Page 4 of 78 4.7 Leads is not responsible for ensuring the compliance of Reporting Businesses with their Transaction Data reporting obligations. 4.8 Agency will not discourage Reporting Businesses from submitting Transaction Data via Leads. 4.9 Transaction Data submitted by Reporting Businesses and Transaction Data and limited information from Agency Files submitted by Agency is accessible by Law Enforcement Officials with other Law Enforcement Agencies. 5. Term 5.1 This Agreement will become effective as of the Effective Date and remain in effect through July 31, 2024 (the “Initial Term”) and any renewal term, or until termination by Leads or Agency as described below. 5.2 Neither party is obligated to renew this Agreement. Upon expiration of the Initial Term or any renewal term, the parties may renew this Agreement for 2 additional one-year terms. Mutual agreement to renew will be evidenced by Leads’ submission of a valid invoice for the renewal year at then-current pricing and Agency’s payment of such invoice within thirty (30) days of renewal. Leads’ or Agency’s request to not renew the contract must be submitted in writing at least 30 days prior to the contract renewal date for each year. 5.3 Following written notice and a cure period of not less than ten (10) days, either party may without further notice, terminate this Agreement if the other party (a) fails to perform any material obligation required under this Agreement or (b) violates any laws, rules or regulations related to this Agreement. 5.4 The parties agree that any continuation of this Agreement from one fiscal year to the next is contingent upon annual fiscal appropriation and lawful approval by Agency’s governing entity. Agency may terminate this Agreement by providing sixty (60) days’ written notice to Leads prior to the next contract year if funding to make the next scheduled payment is not duly appropriated and authorized. 6. Disclaimer and Indemnification 6.1 EXCEPT FOR THE REPRESENTATIONS SET FORTH IN SECTION 3 OF THIS AGREEMENT, LEADS SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, CONDITIONS, AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARISING BY STATUTE, OPERATION OF LAW, USAGE OF TRADE, CUSTOM, COURSE OF DEALING, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTY OF MERCHANTABILITY, MERCHANTABLE QUALITY, SATISFACTORY QUALITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, AND/OR ANY AND ALL OTHER IMPLIED WARRANTIES AND EXPRESS WARRANTIES (OTHER THAN THOSE SET FORTH HEREIN, IF ANY) WITH RESPECT TO LEADS' SYSTEM. LEADS' SYSTEM, INCLUDING ALL TRANSACTION DATA, CONTENT, SOFTWARE, FUNCTIONS, MATERIALS AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH LEADS' WEBSITE IS PROVIDED, AND ACCEPTED AND/OR USED, "AS IS" WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. 6.2 LEADS IS NOT LIABLE FOR ANY DAMAGES SUFFERED BY AGENCY OR ALLEGED BY ANY THIRD PARTY ARISING FROM AGENCY’S USE OF LEADS’ SYSTEM UNLESS THERE IS A SHOWING OF NEGLIGENCE OR WILFUL MISCONDUCT BY LEADS. 6.3 Intentionally Deleted. 6.4AT AN ABSOLUTE MAXIMUM, LEADS LIABILITY SHALL BE LIMITED TO TWO TIMES THE AMOUNT OF MONEY IT IS PAID BY AGENCY TO LEADS. DocuSign Envelope ID: EAB2E498-DBCE-4A2F-82E3-71A227B678FA © 2000-2021 LeadsOnline, LLC. Confidential Information. All rights reserved. Page 5 of 78 6.5 Leads shall indemnify, hold harmless, protect and defend Agency and its officials, officers, employees, agents and authorized volunteers (the “Indemnified Parties”) from and against all losses, liabilities, judgments, costs, expenses, damages (including damages to the Leads’ System), attorney’s fees, and other costs, including all costs of defense, arising from all suits of law or actions of every nature for or on account of the infringement of any patents, trademarks, or copyrights of any other party by reason of the use or integration of any proprietary software, equipment, devices or processes, originally incorporated, or provided and used, by Leads in the performance of the services provided under this Agreement. Notwithstanding the foregoing, this paragraph shall not apply to any portion of losses, liabilities, judgments, costs, expenses, damages and the like arise solely from the misuse of Leads’ System or Transaction Data or any other material breach of this Agreement by Agency. 6.6 Agency shall ensure that any local law, instructions or directive given by Agency or Agency’s Law Enforcement Officials related to Reporting Businesses (“Agency Directives”) do not conflict with applicable laws. LEADS SHALL NOT, UNDER ANY CIRCUMSTANCE, BE RESPONSIBLE OR LIABLE FOR ANY THIRD-PARTY CLAIM ARISING OUT OF OR IN ANY WAY CHALLENGING THE ENFORCEABILITY OR VALIDITY OF SUCH AGENCY DIRECTIVES OR APPLICABLE LAWS. 6.7 The parties expressly agree that the execution of the Agreement does not create any personal liability on the part of any officer, director, employee, or agent of either party. 6.8 The parties agree that no provision of this Agreement extends the either party’s liability beyond the liability provided in applicable law, and no provision of this Agreement shall be considered a waiver by either party of any right, defense, or immunity available according to applicable law. 7. Miscellaneous 7.1 Neither party will be liable for any failure or delay in performing an obligation under this Agreement that is due to causes beyond its reasonable control, including any act that would be considered force majeure. The City of Denton and Leads shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton or Leads. In the event of an occurrence under this Section, the party will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the party continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The 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. Notification to Agency will be made to the City of Denton Procurement Manager, and notification to Leads will be made to the LeadsOnline Director of Operations. 7.2 If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement, unless either party deems the unenforceable provision to be essential to this Agreement, in which case either party may terminate this Agreement, effective immediately upon notice to the other party. 7.3 The parties reserve the right to disclose any information in response to a duly authorized subpoena. 7.4 Any waiver by either party of a breach of any provision of this Agreement by the other party or DocuSign Envelope ID: EAB2E498-DBCE-4A2F-82E3-71A227B678FA © 2000-2021 LeadsOnline, LLC. Confidential Information. All rights reserved. Page 6 of 78 delay in enforcing any rights shall not operate or be construed as a waiver of any other or subsequent breach by such party. 7.5 The parties acknowledge that all services provided under this Agreement are performed from Leads’ facilities, and Leads does not physically come to Agency for purposes of providing any services related to this Agreement. 7.6 This Agreement constitutes the entire agreement between the parties, and supersedes all prior agreements and understandings, written or oral, between the parties relating to the subject matter hereof. This Agreement may not be modified, changed or discharged, in whole or in part, except by an agreement in writing signed by both parties. The mere acceptance of any work order, purchase order or other document containing provisions purported to modify or enlarge the obligations or liabilities of either party shall not be construed as acceptance of such provisions. 7.7 Nothing in this Agreement, express or implied, is intended to confer upon any person, other than the parties hereto, any benefits, rights, or remedies under or by reason of this Agreement. There are no third-party beneficiaries to this Agreement. The only persons who may enforce or benefit from this Agreement and any rights under this Agreement are Agency and Leads. 7.8 This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflicts of laws provisions. Sole and exclusive jurisdiction and venue for any action or proceeding arising out of or related to this Agreement shall be an appropriate state or federal court located in Denton County, Texas. 7.9 Neither party will assign its rights or duties under this Agreement without first providing written notice to the other party with at least 30 days to object to such assignment and in doing so, immediately terminate the Agreement without penalty. LEADS AGENCY LeadsOnline LLC Denton Police Department Signature: Signature: Print Name: David K. Finley Print Name: Title: President & CEO Title: Date: Date: Address: 6900 Dallas Parkway, Suite 825 Address: 601 East Hickory Street Plano, TX 75024-4200 Denton, TX 76205 Tax ID: 42-1720332 DocuSign Envelope ID: EAB2E498-DBCE-4A2F-82E3-71A227B678FA 3/31/2021 4/21/202104/20/2021 Interim City Manager Sara Hensley 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: _____________________________ SARA HENSLEY INTERIM CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _______________________________ DocuSign Envelope ID: EAB2E498-DBCE-4A2F-82E3-71A227B678FA Chief of Police Frank Dixon Denton Police Department © 2000-2021 LeadsOnline, LLC. Confidential Information. All rights reserved. Page 7 of 78 AGENCY AGREEMENT – Attachment ‘A’ SCOPE OF WORK AND ANNUAL SUBSCRIPTION FEE FOR REAL TIME CRIME SYSTEM LeadsOnline System Capability Real Time Crime Real Time Crime System (automatically run cases submitted by Agency) ✓ Online reporting system for all pawn/secondhand stores and scrap metal recyclers ✓ Unlimited accounts/searches for your personnel working your cases ✓ Images of property, sellers, vehicles, thumbprints, etc. as reported ✓ Legacy data import (from existing in-house database) ✓ Updates, training and support for agency personnel and businesses ✓ Transaction Monitor – Audit system for reporting compliance ✓ ReportIt citizen property inventory system ✓ Automated NCIC/stolen property hits ✓ Message Inbox (alerts and communication to and from businesses) ✓ Daily Stats (hits and statistics for each investigator) ✓ Property Hold Management System ✓ Nationwide search access ✓ Saved (continuous) searches/Email hit alerts ✓ eBay First Responder Service ✓ OfferUp Search Listings ✓ Public Classified Ads – Craigslist ✓ Persons of Interest inter-agency suspect information system ✓ Suspect variations and associations reports ✓ Statement Analyzer ✓ Submit lists of known suspects and/or property (file upload) ✓ Phone Forensics Search ✓ CompStat Mapping System ✓ Subscription fee for the service period of August 1, 2021 through July 30, 2022 is due on August 1, 2021 and on or before each anniversary thereof during the Initial Term. Increases will be limited to 3% annually during the Initial Term. Annual Subscription fee after the Initial Term will be invoiced according to then- current pricing and is due within 30 days of renewal. $18,868 DocuSign Envelope ID: EAB2E498-DBCE-4A2F-82E3-71A227B678FA 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 DocuSign Envelope ID: EAB2E498-DBCE-4A2F-82E3-71A227B678FA CIQ LeadsOnline, LLC 3/31/2021 Certificate Of Completion Envelope Id: EAB2E498DBCE4A2F82E371A227B678FA Status: Completed Subject: Please DocuSign: City Council Contract 7645 Leads Online Sole Source Source Envelope: Document Pages: 10 Signatures: 7 Envelope Originator: Certificate Pages: 6 Initials: 1 Ginny Brummett AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Ginny.Brummett@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 3/30/2021 3:43:12 PM Holder: Ginny Brummett Ginny.Brummett@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Ginny Brummett ginny.brummett@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 3/30/2021 4:41:39 PM Viewed: 3/30/2021 4:42:57 PM Signed: 3/30/2021 4:50:43 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: 198.49.140.104 Sent: 3/30/2021 4:50:45 PM Viewed: 3/31/2021 7:31:09 AM Signed: 3/31/2021 7:40:50 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 68.185.202.16 Sent: 3/31/2021 7:40:52 AM Viewed: 3/31/2021 10:23:53 AM Signed: 3/31/2021 10:25:36 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign David Finley dave.finley@leadsonline.com CEO LeadsOnline LLC Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 107.77.197.100 Signed using mobile Sent: 3/31/2021 10:25:39 AM Viewed: 3/31/2021 4:43:27 PM Signed: 3/31/2021 4:43:52 PM Electronic Record and Signature Disclosure: Accepted: 3/31/2021 4:43:27 PM ID: 893c9b15-5254-4686-a0cb-994cb034f1b3 Signer Events Signature Timestamp Frank Dixon Frank.Dixon@cityofdenton.com Chief of Police Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 3/31/2021 4:43:56 PM Viewed: 3/31/2021 4:44:40 PM Signed: 3/31/2021 4:45:14 PM Electronic Record and Signature Disclosure: Accepted: 3/31/2021 4:44:40 PM ID: 717fb0b2-e0e7-4f38-9c22-2cfa06dfdcf3 Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 3/31/2021 4:45:19 PM Viewed: 4/21/2021 8:27:26 AM Signed: 4/21/2021 8:27:47 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 4/21/2021 8:27:50 AM Viewed: 4/21/2021 8:33:27 AM Signed: 4/21/2021 8:34:18 AM Electronic Record and Signature Disclosure: Accepted: 4/21/2021 8:33:27 AM ID: dc5a2999-717d-447f-a7e2-3ae7b41ce5d1 Sara Hensley sara.hensley@cityofdenton.com Interim City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 4/21/2021 8:34:22 AM Viewed: 4/21/2021 8:35:17 AM Signed: 4/21/2021 8:35:40 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 3/30/2021 4:50:45 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Leads Online Accounting Department accounting@leadsonline.com Security Level: Email, Account Authentication (None) Sent: 3/31/2021 10:25:38 AM Viewed: 3/31/2021 4:42:30 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 3/31/2021 4:45:17 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 3/31/2021 4:45:18 PM Viewed: 3/31/2021 4:54:30 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 4/21/2021 8:34:21 AM Viewed: 4/21/2021 8:45:15 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mike Beutner mike.beutner@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 4/21/2021 8:35:43 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 3/30/2021 4:41:39 PM Certified Delivered Security Checked 4/21/2021 8:35:17 AM Signing Complete Security Checked 4/21/2021 8:35:40 AM Completed Security Checked 4/21/2021 8:35:43 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: David Finley, Frank Dixon, Rosa Rios 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.