Tempus-5955-Award/Ordinance/Pricing
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Granicus #
Ordinance #
DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348
6/21/16
RFP
Karen Smith
Credit Card/Payment Card Processing Services
5955 Tempus
Contract# 5955
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND TEMPUS TECHNOLOGIES, INC.
(Contract 5955)
THIS CONTRACT is made and entered into this date ______________________, by and
between Tempus Technologies, Inc., a corporation, whose address is 120 E. Seventh St., Auburn,
Indiana, 46706, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a
home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval
of the Denton City Council and subsequent execution of this Contract by the Denton City Manager
or his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
The Contract consists of this written agreement and the following items which are attached hereto
and incorporated herein by reference:
(a) Special Terms and Conditions (Exhibit “A”);
(b) Scope of Work and Specifications (Exhibit “B”);
(c) Tempus Technologies and Paymentmate Master Agreement (Exhibit “C”);
(d) Insurance Requirements (Exhibit “D”);
(e) Certificate of Interested Parties Electronic Filing (Exhibit "E");
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions
of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence
first to the written agreement then to the contract documents in the order in which they are listed
above. These documents shall be referred to collectively as “Contract Documents.”
DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348
June 21, 2016
Contract# 5955
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
Tempus Technologies, Inc.
BY: _______________________________
AUTHORIZED SIGNATURE
Date: __________________________
Name: _________________________
Title: __________________________
___________________________________
PHONE NUMBER
___________________________________
EMAIL ADDRESS
___________________________________
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
CITY OF DENTON, TEXAS
ATTEST:
JENNIFER WALTERS, CITY SECRETARY BY:
GEORGE C. CAMPBELL, CITY MANAGER
BY: __________________________________ Date:
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: __________________________________
DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348
Renee Fender
6/15/2016
Director of Business Development
Renee.Fender@TempusTechnologies.com
2016-19514
260-333-0578
6/22/2016
Contract# 5955
Exhibit A
Special Terms and Conditions
1. Description of Good and Services
Contractor shall provide payment gateway services in connection with the City’s debit/credit
card and check processing collection system for the City of Denton. This system will include
webhosting, web services, software licensing, and professional services to implement the
gateway.
2. Total Contract Amount
The contract total for services shall not exceed $300,000.00 without an additional signed
Statement of Work with projected cost. Pricing shall be per Exhibit C, specifically documents
titled, “PaymentMate Master Agreement Fee Schedule” and “Tempus Technologies Ingenico
Pricing City of Denton”.
3. Contract Term
The contract term will be five (5) years, effective from date of award or written notice to
proceed as determined by the City of Denton Purchasing Department.
4. Indemnification
As authorized by the Constitution and laws of the State of Texas, including but not limited to
Article 3 Section 52 and Article 11 Section 7 of the Texas Constitution, the parties agree that
City cannot enter into a contract whereby it agrees to indemnity or hold harmless any other
party; therefore, all references of any kind to indemnifying, holding or saving harmless for any
reason whatsoever is of no effect.
5. Choice of Law and Governing Law:
The Contract shall be governed by: (a) U.S. federal law and (b) the laws of the State of Texas.
6. Jurisdiction and Venue:
The Contract is made under and shall be governed by the laws of the State of Texas, including,
excluding any rule or principle that would refer to and apply the substantive law of another
state or jurisdiction. All issues arising from this Contract shall be resolved in the courts in
Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The
foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability
of the City to seek and secure injunctive relief from any competent authority as contemplated
herein.
7. Termination:
The City or Contractor may terminate the contract for any reason with ninety-day (90) written
notice to the other party.
DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348
Contract# 5955
8. Exclusivity
Nothing herein is intended nor shall be construed as creating any exclusive arrangement with
Contractor. This Contract shall not restrict City from acquiring similar, equal or like goods
and/or services from other entities or sources.
9. Confidentiality:
In order to provide the deliverables to the City, Contractor may require access to certain of the
City’s and/or its licensors’ confidential information (including inventions, employee
information, trade secrets, confidential know-how, confidential business information, and
other information which the City or its licensors consider confidential and excluding
information contained within the processing transactions.) (collectively, “Confidential
Information”). Contractor acknowledges and agrees that the Confidential Information is the
valuable property of the City and/or its licensors and any unauthorized use, disclosure,
dissemination, or other release of the Confidential Information will substantially injure the City
and/or its licensors. The Contractor (including its employees, subcontractors, agents, or
representatives) agrees that it will maintain the Confidential Information in strict confidence
and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential
Information without the prior written consent of the City or in a manner not expressly permitted
under this Agreement, unless the Confidential Information is required to be disclosed by law
or an order of any court or other governmental authority with proper jurisdiction, provided the
Contractor promptly notifies the City before disclosing such information so as to permit the
City reasonable time to seek an appropriate protective order. The Contractor agrees to use
protective measures no less stringent than the Contractor uses within its own business to protect
its own most valuable information, which protective measures shall under all circumstances be
at least reasonable measures to ensure the continued confidentiality of the Confidential
Information.
10. Modification of Exhibit Terms and Conditions
a. Exhibit C- Tempus Technologies Paymentmate Master Agreement, Term of This
Agreement, shall be amended to read:
This agreement is effective as of the contract execution date on page one of this contract
(“Effective Date”). The terms and conditions hereof, shall continue in full force and effect
until the date is five (5) years after the effective date (“expiration date”).
b. Exhibit C- Tempus Technologies Paymentmate Master Agreement, Section 4a, shall be
amended to read:
a. Term. The term of this Agreement shall begin on the Effective Date (as defined on
Exhibit A, Section 3 of this contract) and continue through the Expiration Date (as defined
in Exhibit A, Section 10a of this contract).
DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348
Contract# 5955
c. Exhibit C- Tempus Technologies Paymentmate Master Agreement, Section 10b shall
be amended to read:
Allocation of Risk. The provision of this agreement allocate the risks between Customer
and Provider. Customer acknowledges and agrees that Provider’s pricing reflects this
allocation or risk.
d. Exhibit C- Tempus Technologies Paymentmate Master Agreement, Section 8b shall be
amended to read:
B. Customer Insurance. During the Term, Customer agrees to obtain and maintain at its
sole expense, the following insurance coverage and limits or may choose to self-insurance
these coverages:
i. Commercial General Liability Insurance with a per occurrence limit of not less
than $1,000,000 and a general aggregate limit of not less than $2,000,000.
ii. section is deleted.
iii. Worker’s Compensation Insurance in compliance with applicable law.
DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348
Contract# 5955
Exhibit B
SCOPE OF WORK & SPECIFICATIONS
The attached, which is a Statement of Work pursuant to Addendum D to Tempus Technologies’
Paymentmate Master Agreement (“Exhibit C”) will serve as the Scope of Work and Specifications
to this contract.
DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348
Statement of Work
Description of Professional Services. Provider will use commercially reasonable efforts to perform the services
described in this Addendum.
Project Description: Provider will perform the services identified below for Customer.
Section A: Solution Summary
Stand Alone Windows Edition (pop over) for both card and check processing
This solution supports POP and MOTO and requires an internet connection
Ingenico iSC250 to support EMV & Trans Armor through Wells Fargo
CheXpress CX 30 scanner to image/scan checks
ICA (Internet Check Acceptance) – Phase 2 – requires separate SOW
Section B: Implementation Consulting
Tempus sets up an organizational tool, Base Camp, for direct project communication between all
parties The City of Denton wishes to include on the project
Tempus sets up weekly calls during project implementation – starting with a review of scope of
project
Tempus will work with City of Denton to set up a Development test account to test installation and
production prior to deployment via phone and web
Tempus will work with the Wells Fargo team for the merchant account information needed for the
Tempus profile and test account information.
Tempus will work with City of Denton’s IT staff to set up roll out schedule to install and train on
solution via phone and web
Tempus will contact and review any firmware/software updates with the City of Denton’s IT staff
Section C: Work Schedule and Project Duration
Once Wells Fargo has given Tempus the Merchant Account numbers and TransArmor information,
Tempus has 4 business days to set up profiles, test account information and reach out to the City of
Denton IT staff to schedule location installs.
If the Merchant Account information does not test according to Tempus specifications, Tempus will
reach back out to Wells Fargo with the error report and the process will repeat for testing once new
account information is given.
Once profiles have been set up Tempus will reach out to City of Denton to set up the roll out schedule
according to the availability of the City of Denton’s IT staff.
Section D: Technical Support
City of Denton will be assigned a Relationship Manager during the Implementation phase.
After Implementation The City of Denton will have access to the toll free tech support number
(800-225-8979 x 4) for any software issues
Tech Support is 9:30 AM – 5:30 PM EST during the week. After hours emergency support week
days 5:30 PM - 10:00 PM EST and weekends 9:30 AM – 10:00 PM EST.
Section E: Shipping/Delivery/Packaging
Packaging will include Part Number, Description, Quantity Shipped
Device shipments can be divided and shipped to locations or to a single address
Shipments are shipped by UPS Ground services unless requested by City of Denton and additional
shipping charges are approved
Shipping costs are billed once shipment is processed and shipped.
Ingenico devices are shipped with security tape with and email confirming ship date.
DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348
Section F: Devices
Due to the specific firmware loads and PIN injections – all sales are final at the time of the PO or
signed order form
Firmware updates may be needed depending on time frame ordered/shipped.
Updates instructions will be given to City of Denton IT
Section G: Tempus provides the following reports – Reports have the capability to be downloaded to Excel
for advanced search options
Daily Batch Reports
Summary Reports
Summary by Station Reports
Optional Reports – May have additional monthly fees
APM (Access PaymentMate) – Online web portal for closed batches.
o Listed by location or by all locations
o Sorted by date frame
o Full Batch info
o For check services – the scan of the check is provided
o Can sort by workstation
Transaction Management – includes Location Lookup
o Access to “real time” management or reporting for o pen batches
Section H: Finance
Monthly invoices will be emailed to the contact listed below with the stated address also listed.
Invoices will list fees by location
Invoices reflect the prior month’s usage of Tempus services
Email Address: ________________________________________
Bill to Address: ________________________________________
City/State/Zip: ________________________________________
Remit Payment to: Tempus Technologies, Inc.
Attn: Accounts Receivable
120 E 7th St.
Auburn, IN 46706
Section I: Change to SOW: The following provides a detailed procedure t5o follow if a change to this SOW
is required.
A SOW Change Request (“CR”) is the vehicle for communicating change. The CR must describe
the change, the rationale for the change and the effect the change will have on the SOW.
The Designated Contact of the requesting party will review the proposed change and determine
whether to submit the request to the Designated Contact of the other party.
Both Designated Contacts will review the proposed change and approve it for further review or
reject it. The review will determine the effect that the implementation of the CR will have on price,
schedule and other terms and conditions of the SOW
An authorized representative of Provider and Customer must agree in writing to authorize the
implementation of the approved changes.
DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348
IN WITNESS WHEREOF, the Parties represent that their respective signatures are duly authorized to execute this
Statement of Work as of the date of the Customer’s signature o n it.
Tempus Technologies, Inc. The City of Denton
By: __________________________________ By:_______________________________
Name:________________________________ Name: ____________________________
Title: _________________________________ Title: ______________________________
Date: _________________________________ Date: ______________________________
DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348
Exhibit C
PAYMENTMATE® MASTER AGREEMENT
THIS PAYMENTMATE® MASTER AGREEMENT is entered into between TEMPUS TECHNOLOGIES, INC.
(“Provider”), having the principal address at 120 E. Seventh St., Auburn, Indiana 46706, and the Customer shown
below (“Customer”), having the principal address set forth below Customer’s signature. This PaymentMate® Master
Agreement shall consist of the General Terms and Conditions attached hereto, the Fee Schedule attached hereto, and
each applicable Addenda, as specified below, along with any Schedule (defined herein) and Statement of Work
(defined herein) attached hereto (collectively, this “Agreement”).
NOW, THEREFORE, in consideration of the foregoing and of the mutual and respective promises contained
herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
it is hereby agreed:
ADDENDA TO THIS AGREEMENT
The General Terms and Conditions attached hereto, the Fee Schedule attached hereto and each Addenda attached
hereto and selected below with the box checked are part of this Agreement and are hereby incorporated herein by
reference:
Web Hosting Addendum A
Web Services Addendum B
Software License Addendum C
Professional Services Addendum D
TERM OF THIS AGREEMENT
This Agreement is effective as of the last date set forth below the signatures below (the “Effective Date”) and,
subject to the terms and conditions hereof (including extensions), shall continue in full force and ef fect until the date
that is three (3) years after the date the first Fee (as defined herein) is paid to Provider (the “Expiration Date”).
IN WITNESS WHEREOF, the parties have executed this PaymentMate Master Agreement as of the Effective
Date:
“Provider”
“Customer”
Tempus Technologies, Inc. City of Denton
Address for Notices:
120 E. Seventh Street
Auburn, Indiana 46706
Attn: President
Address for Notices:
215 E McKinney
Denton, TX 76201
Attn:
By: By:
Title: Director of Business
Development
Title:
Print Name: Renee Fender Print Name:
Date: Date:
DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348
PAYMENTMATE® MASTER AGREEMENT
GENERAL TERMS AND CONDITIONS
1. FEES
a. Payment Terms. Customer shall pay Provider
the monthly fees, transaction fees and other fees and
all costs, expenses and charges as set forth on the Fee
Schedule and each applicable Addenda, Schedule or
Statement of Work (“Fees”). Monthly recurring Fees
shall not be pro-rated for partial months. Fees for
succeeding months shall begin on the first and end on
the last day of each month. Provider will invoice
Customer at the beginning of each month and
Customer shall pay the amount due within thirty (30)
days of the invoice date.
b. Taxes and Other Fees. All Fees are in U.S.
dollars and shall be paid in U.S. dollars, unless
otherwise specified. All Fees are exclusive of all sales,
use, value-added, excise, property, withholding, and
other taxes and duties. Customer will pay all taxes and
duties assessed by any authority in connection with
this Agreement and with Customer’s performance
hereunder. Customer will promptly reimburse
Provider for any and all taxes or duties that Provider
may be required to pay in connection with this
Agreement or its performance. This provision does not
apply to taxes based on Provider’s income, or any
taxes for which Customer is exempt provided
Customer has furnished Provider with a valid evidence
of such exemption.
c. Late Fee. Invoices not paid by the due date are
subject to interest charges at the rate of 1.5% per
month on the unpaid amount from the due date until
paid, or the highest allowable interest rate, whichever
is less.
2. CONFIDENTIALITY
a. Provider’s Proprietary Information. Any
business, operational or technical information
provided to Customer by Provider, including any
software and other deliverables furnished by Provider
(including, but not limited to the oral and visual
information relating thereto and provided in
Provider’s training classes, seminars, and
publications), and the terms of and pricing under this
Agreement (collectively “Provider’s Proprietary
Information”) contain valuable and confidential
information that is proprietary to Provider and which
Customer agrees includes and constitutes trade secrets
and unpublished copyrighted material of Provider.
Customer agrees to, and will, maintain the
confidentiality of, and Customer agrees not to, and
will not, disclose, Provider’s Proprietary Information
and Customer agrees to only use Provider Proprietary
Information in carrying out its rights and obligations
under this Agreement. Nothing in this Agreement shall
be construed to convey any title or ownership rights,
or except as provided in the applicable Addendum or
license to any of Provider’s Proprietary Information to
Customer. Customer shall not sublicense, rent, assign,
transfer or disclose any of Provider’s Proprietary
Information to any third party and shall not reproduce,
perform, display, prepare derivative works of, or
distribute the Provider’s Proprietary Information.
b. Customer’s Proprietary Information. Any
business information provided to Provider by
Customer (excluding any information included in
connection with transaction services being provided
by Provider such as Cardholder Data (as defined
below) is collectively “Customer’s Proprietary
Information”) contain valuable and confidential
information that is proprietary to Customer and which
Provider agrees includes and constitutes trade secrets
and unpublished copyrighted material of Customer.
Provider agrees to, and will, maintain the
confidentiality of, and Provider agrees not to, and will
not, disclose, Customer’s Proprietary Information and
Provider agrees to only use Customer’s Proprietary
Information in carrying out its rights and obligations
under this Agreement. Nothing in this Agreement shall
be construed to convey any title or ownership rights,
or any license, to any of Customer’s Proprietary
Information to Provider. Provider shall not sublicense,
rent, assign, transfer or disclose any of Customer ’s
Proprietary Information to any third party and shall not
reproduce, perform, display, prepare derivative works
of, or distribute the Customer’s Proprietary
Information.
c. Exceptions. The confidentiality obligations in
this Section 2 shall not apply to any material or
information that (i) is or becomes a part of the public
domain through no act or omission by the receiving
party, (ii) is independently developed by employees of
the receiving party without use or reference to the
Provider’s Proprietary Information (if the receiving
party is Customer) or the Customer’s Proprietary
Information (if the receiving party is Provider), (iii) is
disclosed to the receiving party by a third party that
was not bound by a confidentiality obligation to the
DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348
disclosing party, or (iv) is demanded by a lawful order
from any court or any body empowered to issue such
an order and the receiving party agrees to promptly
notify the disclosing party of the receipt of any such
order (and provide a copy of such order) and the
receiving party agrees that the disclosing party shall
have the right and authority to contest such order at the
disclosing party’s expense.
d. NDA Termination. The parties agree that any
confidentiality agreement, non-disclosure agreement
or similar agreement between the parties and/or their
affiliates is hereby terminated and of no further force
or effect.
3. WORK PRODUCT
a. Provider owns all Work Product. Customer
agrees that Provider will own exclusively all
information, data, materials, discoveries, inventions,
works of authorship, documents, documentation,
models, computer programs, software (including
source code and object code), firmware, web pages,
databases, content, designs, drawings, specifications,
processes, procedures, techniques, algorithms,
diagrams, methods, and all tangible embodiments of
each of the foregoing (in whatever form and media)
and all intellectual property rights therein throughout
the world (which include, without limitation,
copyrights, patents, mask works, trademarks, service
marks, trade secrets, inventions (whether or not
patentable), know how, authors’ rights, rights of
attribution, and other proprietary rights and all
applications and rights to apply for registration or
protection of such rights) that are conceived, created,
reduced to practice or prepared by or for Provider
whether or not at the request of Customer pursuant to
this Agreement, and that are related in any way to or
are within the scope of services provided or software
licensed under this Agreement including, without
limitation, any the license of Hosted Software, the
provision of Web Hosting or Web Services, the license
of Software and the provision of services contained in
any Statement of Work, whether or not prepared on
Customer’s premises (“Work
Product”). Customer also acknowledges and agrees
with Provider’s and its licensors’ claims of proprietary
rights in works of authorship and other intellectual
property (“Provider IP”) that Provider uses in its
work pursuant to this Agreement. Customer does not
claim any right in such Provider IP, which shall not be
deemed Work Product, even if incorporated with
Work Product and no license is granted to Provider IP.
b. Not a “Works Made for Hire”. No Work
Product shall be deemed “works made for hire” (as
that term is defined in the United States Copyright
Act).
c. License and Use of Work Product and
Provider IP. Provider hereby grants Customer a non-
exclusive, non-assignable, and non-transferrable
license to access and use the Work Product pursuant to
the terms and conditions of this Agreement and only
in connection with the applicable Software, Hosted
Software, Web Hosting or Web Services. All licenses
granted hereunder shall be for the Term.
d. Customer Assistance. Customer shall provide
Provider upon request with all assistance reasonably
required to register, perfect or enforce such right, title
and interest in all Work Product, including providing
pertinent information and, executing all applications,
specifications, oaths, assignments and all other
instruments that Provider shall deem
necessary. Customer shall enter into agreements with
all of its representatives and subcontractors necessary
to establish Provider’s sole ownership in the Work
Product.
4. TERM AND TERMINATION
a. Term. The term of this Agreement shall begin on
the Effective Date (as defined on the first page of this
Agreement) and continue through the Expiration Date
(as defined on the first page of this Agreement)
(“Initial Term”) unless terminated earlier or extended
under the terms of this Agreement. This Agreement
shall extend for additional terms of one (1) year (each
a “Renewal Term” and collectively with the Initial
Term, the “Term”) unless one party gives the other
party written notice of non-renewal at least ninety (90)
calendar days prior to the end of the Initial Term or
any Renewal Term. During the Term, Provider shall
be the sole and exclusive provider to Customer and its
affiliates of the software and services of the type
described in this Agreement and all substantially
similar software and services.
b. Early Termination for Cause. This Agreement
may be terminated prior to the expiration of the Term
in accordance with the following:
i. By Provider. Provider may
terminate this Agreement immediately and
without notice if: (A) Customer transfers or
discloses any of Provider’s Proprietary
Information, or any copy or modification
thereof, or uses the same in violation of this
DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348
Agreement; (B) Customer becomes the
subject of any bankruptcy or insolvency
proceeding which is not stayed or dismissed
within sixty (60) days after the
commencement thereof; (C) Customer has
materially breached any provision of this
Agreement, including failure to make
payments when due (which failure to make
payments is a material breach, and such
breach is not cured within thirty (30) days of
notice by Provider (five (5) days in the event
of a payment breach); or (D) the applicable
contract that Customer has with its merchant
processing provider (the “Processor”) for
services and programs that are accessed
through the use of the Web Hosting, Web
Services , Hosted Software or Software
expires or terminates.
ii. By Customer. Customer may
terminate this Agreement if (A) Provider
becomes the subject of any bankruptcy or
insolvency proceeding which is not stayed or
dismissed within sixty (60) days after the
commencement thereof, or (B) Provider has
materially breached any provision of this
Agreement and such breach is not cured
within thirty (30) days of written notice by
Customer.
c. Rights and Duties upon Termination. Upon
expiration or earlier termination of this Agreement,
Customer’s right to access and use of the Provider
Proprietary Information and any applicable Software,
Documentation, Hosted Software, Web Hosting, Web
Services and Provider Materials (collectively,
“Provider Items”) and all licenses and services shall
immediately cease and Provider will have the right to
take immediate possession of all Provider Items and
Customer shall (i) immediately stop access and use of
all Provider Items; (ii) shall return all copies of
Provider Items to Provider; and (iii) delete all Provider
Items off of any and all storage media possessed or
controlled by Customer. Customer shall provide
Provider with written certification signed by an officer
of Customer that Customer has complied with the
provisions of this paragraph. Customer shall
immediately pay to Provider all amounts due to
Provider.
d. Non-exclusive Remedy. Termination of this
Agreement shall not limit the remedies otherwise
available to either party, including those at law and
equity.
e. Survival. The rights and obligations of the
parties which by their nature must survive termination
or expiration of this Agreement in order to achieve its
fundamental purposes including, without limitation,
all the provisions of these Terms and Conditions and
the Fee Schedule, shall survive any termination or
expiration of this Agreement for the applicable statute
of limitations.
5. DATA SECURITY
a. Acknowledgment. Customer recognizes and
accepts the risk of unintentional and unauthorized
intrusion, hackers, viruses, corrupted media, breaches,
or similar problems cannot be fully eliminated.
Acknowledging that risk, Customer has agreed to the
terms and conditions of this Paragraph 5 as,
notwithstanding anything herein to the contrary, the
sole and exclusive agreement between Provider and
Customer with respect to a data breach whether related
to the Software, Hosted Software, Web Hosting, Web
Services or otherwise.
b. PCI Security Compliance. Provider warrants
that the Hosted Software and Software is compliant
with the Payment Card Industry’s Payment
Application Best Practices (“PCI/PABP”). Customer
shall maintain its system and Software installation in
compliance with the PCI/PABP data security
standards, which are available at
https://www.pcisecuritystandards.org. Upon the
request of Customer, Provider shall provide Customer
with such documents evidencing Provider’s
compliance with this paragraph.
c. Provider Indemnity. As long as Customer is in
compliance with the PCI data security standards and
as long as the transactions are protected by the
Processor's encryption technology commonly referred
to as 'end to end' encryption, Provider agrees to defend,
indemnify and hold Customer harmless from and
against any and all third party claims, actions, suits,
investigations, governmental action, liabilities,
judgments, demands, losses, damages, costs or
expenses, including without limitation, attorney's fees
(Damages"), assessed against or incurred by Customer
and relating to a data breach involving Cardholder
Data (as defined below) provided the breach occurs
after the Cardholder Data leaves a PTS certified
payment terminal running Provider’s software until
transmission of the Cardholder Data to Processor,
except to the extent due to a failure of the Processor’s
encryption service, which is confirmed by a forensic
audit conducted by an independent third party engaged
by Provider (and paid for by Customer) which audit
DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348
confirms that such breach has resulted from a breach
of Provider’s systems and that such breach would
reasonably likely result in fraudulent use of
Cardholder Data (a “Data Breach”). “Cardholder
Data” means the full unencrypted and unmasked
number assigned by a payment card issuer, whether it
is a credit card or a debit card, to identify the
cardholder's account and that is linked to a specific
cardholder.
d. Customer Indemnity. Except as provided in
Paragraph 5.c., Customer agrees to defend, indemnify
and hold Provider harmless from and against, and be
solely liable and responsible for, any and all Damages
assessed or incurred by Provider relating to a data
breach.
6. INFRINGEMENT
Provided Customer promptly notifies Provider of any
such actions and provides all reasonable authority,
information and assistance to Provider in defending
any claim, Provider will defend or settle any suit
brought by a third party against Customer alleging the
Hosted Software or Software as used in accordance
with the applicable Provider Materials or
Documentation infringes any valid United States
copyright or United States patent originally owned by
a third party, and Provider shall indemnify Customer
for damages finally awarded by any court as a result
of such infringement claim. Provider’s obligations
hereunder shall not apply to any claim resulting from
Customer’s modification of the Hosted Software or
Software or the combination of the Hosted Software
or Software with other software or components not
provided by Provider. If the Hosted Software or
Software is held to infringe, or in Provider’s opinion
is likely to be held to infringe, any valid United States.
patent right or valid United States copyright right
originally owned by a third party, notwithstanding
anything to the contrary contained in this Agreement,
Provider’s entire obligation and Customer ’s exclusive
remedy shall be, at Provider’s option, to either (a)
secure the right for Customer to continue use of the
Hosted Software or Software, (b) replace or modify
the Hosted Software or Software to make it
noninfringing or (c) refund the Fees paid by Customer
to Provider beginning on the date Provider received
notice of such infringement and terminate this
Agreement. Provider shall not be liable hereunder for
any settlement made by Customer without Provider’s
advance written approval or for any award from any
action in which Provider was not granted control of the
defense. Customer agrees to cooperate in good faith in
the defense of any legal action or suit that causes
Customer to invoke an indemnity hereunder.
7. INDEMNITY
Each party shall indemnify, defend, and hold harmless
the other party and its successors and permitted
assigns from and against any and all claims or legal
actions of whatever kind or nature that are made or
threatened by any third party and all related losses,
expenses, damages, costs and liabilities, including
reasonable attorneys’ fees and expenses incurred in
investigation, defense or settlement, which arise out
of, are alleged to arise out of, or relate to any breach
of a representation, warranty, covenant or agreement
of such party contained in this Agreement.
8. INSURANCE
a. Provider Insurance. During the Term, Provider
agrees to obtain and maintain at its sole expense, the
following insurance coverages and limits:
i. Commercial General Liability
Insurance with a per occurrence limit of not
less than $1,000,000 and a general aggregate
limit of not less than $2,000,000.
ii. Information Technology.
Professionals Insurance with a per claim limit
of not less than $2,000,000 and a general
aggregate limit of not less than $2,000,000,
including professional liability coverage and
data breach liability coverage and/or
Technology Errors and Omissions Insurance
with a per claim limit of not less than
$1,000,000 and a general aggregate limit of
not less than $5,000,000.
iii. Worker’s Compensation. Insurance
in compliance with applicable law.
b. Customer Insurance. During the Term, Customer
agrees to obtain and maintain at its sole expense, the
following insurance coverage and limits or may
choose to self-insure these coverages:
i. Commercial General Liability
Insurance with a per occurrence limit of not
less than $1,000,000 and a general aggregate
limit of not less than $2,000,000.
ii. Worker’s Compensation Insurance
in compliance with applicable law.
DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348
9. WARRANTIES AND REMEDIES
a. Representations and Warranties. Each party
represents and warrants to the other that (i) it has
company authority to execute and perform this
Agreement; (ii) executing this Agreement does not
constitute a material conflict with or a material, breach
or default under any applicable law, its respective
organizational documents, or any documents,
agreements, permits, licenses or other instruments
which are binding upon it; and (iii) this Agreement
creates valid, legal and binding obligations that are
enforceable against it, subject to applicable insolvency
and bankruptcy laws.
b. Disclaimer. EXCEPT FOR ANY
WARRANTIES AND REMEDIES EXPRESSLY
SET FORTH IN PARAGRAPH 9.a. OF THESE
TERMS AND CONDITIONS OR IN AN
APPLICABLE ADDENDA, PROVIDER HEREBY
DISCLAIMS ALL WARRANTIES AND
REMEDIES, EXPRESS, IMPLIED OR
STATUTORY, INCLUDING, BUT NOT LIMITED
TO, ANY IMPLIED WARRANTIES OF
MERCHANTABILITY, NONINFRINGEMENT, OR
FITNESS FOR A PARTICULAR PURPOSE, AND
ANY WARRANTIES OF QUALITY OR
PERFORMANCE.
10. LIMITATIONS
a. Limitations. PROVIDER WILL NOT BE
LIABLE FOR NOR SHALL CUSTOMER MAKE
ANY CLAIM FOR (WHETHER BASED ON
CONTRACT, TORT, STRICT OR STATUTORY
LIABILITY, NEGLIGENCE OR OTHERWISE),
ANY SPECIAL, INCIDENTAL, EXEMPLARY,
PUNITIVE, DIRECT, INDIRECT OR
CONSEQUENTIAL DAMAGES (EVEN IF
PROVIDER HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES),
INCLUDING, BUT NOT LIMITED TO, LOST
PROFITS OR SAVINGS, LOSS OF USE OF
SERVICES OR SOFTWARE, COST OF CAPITAL,
COST OF SUBSTITUTE SERVICES OR
SOFTWARE, DOWNTIME COSTS OR DAMAGES
AND EXPENSES. NOTWITHSTANDING
ANYTHING HEREIN OR IN ANY ADDENDA,
SCHEDULE, STATEMENT OF WORK OR
OTHERWISE TO THE CONTRARY, IN NO
EVENT WILL PROVIDER’S AGGREGATE
LIABILITY FOR ANY CLAIM OR DAMAGES
UNDER THIS AGREEMENT EXCEED THE
TOTAL PAYMENTS TO PROVIDER BY THE
CUSTOMER UNDER THIS AGREEMENT FOR
THE SOFTWARE, HOSTED WEB SERVICES,
HOSTED SOFTWARE OR SERVICES THAT ARE
THE SUBJECT OF THE CLAIM FOR THE SIX (6)
MONTH PERIOD UP TO THE DATE OF SUCH
CLAIM.
b. Allocation of Risk. The provisions of this
Agreement allocate the risks between Customer and
Provider. Customer acknowledges and agrees that
Provider’s pricing reflects this allocation or risk.
11. SUPPORT SERVICES
a. Support Services Description. Provided
Customer pays all Fees, Provider shall use
commercially reasonable efforts to provide Customer
with the following support services:
i. Web Support. Information posted
on Provider’s web site from time to time.
ii. Telephone Support. Phone
support in the form of advice and counsel via
telephone. Phone Support shall be provided
from 9:30A.M. to 5:30 P.M. (Eastern
Standard Time), Monday through Friday,
exclusive of holidays observed by Provider.
Emergency telephone support (i.e. inability
to run transactions or a network interruption)
is available from 9:30 A.M. to 10:00 P.M.
(Eastern Standard Time) seven days per
week.
iii. Remote Support. In the course of
performing support services, Provider may
request, subject to Customer’s consent,
access to Customer’s computer system via
remote support tools.
b. Customer Cooperation. Customer shall provide
Provider with all information and materials requested
by Provider for use in replicating, diagnosing and
correcting an error or other problem reported by
Customer.
12. MISCELLANEOUS
a. No Assignment. Customer may not assign this
Agreement or any right or license granted or created
hereunder whether by operation of law, change of
control, or in any other manner. This Agreement shall
inure to the benefit of and be binding on the parties
hereto and their successors and permitted assigns.
b. Relationship of Parties. The parties are
independent contractors and nothing in this
DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348
Agreement shall be deemed to make either party an
agent, employee, partner or joint venturer of the other
party. Neither party shall have the authority to bind,
commit, or otherwise obligate the other party in any
manner whatsoever. Provider may use Customer ’s
name to list Customer as a customer of Provider in
published materials.
c. Non-solicitation. For the duration of this
Agreement and for the period of one (1) year following
termination hereof, Customer shall not, directly or
indirectly, recruit or attempt to recruit any employee
of Provider or otherwise initiate any offer or promise
of employment with any employee of Provider without
the prior written consent of Provider.
d. Notice. Any notice required under this
Agreement shall be given in writing and shall be
deemed effective upon mailing by first class mail,
properly addressed and postage prepaid, or delivery by
courier service to the address specified on the first
page of this Agreement or to such other address as the
parties may designate in writing.
e. Severable. If any portion of this Agreement is
determined to be or becomes unenforceable or illegal,
such portion shall be deemed eliminated and the
remainder of this Agreement shall remain in effect in
accordance with its terms as modified by such
deletion.
f. Force Majeure. Except for payment defaults,
neither party shall be considered in default in
performance of its obligations hereunder if
performance of such obligations is prevented or
delayed by force majeure or any cause beyond its
reasonable control, including without limitation labor
disputes, strikes, lockouts, shortages of or inability to
obtain labor, energy, raw materials or supplies, utility
or transmission failures, war, riot, or governmental
action not the fault of the non performing party.
g. Entire Agreement. This Agreement (which
includes these Terms and Conditions, the Fee
Schedule, each applicable Addenda, each applicable
Schedule, and any Statement of Work) constitutes the
entire agreement between the parties regarding the
subject matter hereof and supersedes all proposals and
prior discussions and writings between the parties with
respect thereto. Without limiting the foregoing, the
Terms and Conditions are incorporated into and apply
to every Addenda, Schedule and Statement of Work.
The parties agree that this Agreement cannot be
altered, amended or modified, except in writing that is
signed by an authorized representative of both parties.
It is expressly agreed that the terms of any Customer
purchase order or other ordering document shall be
without force and effect.
h. Jurisdiction and Venue. This Agreement shall
be governed by and interpreted exclusively in
accordance with the laws of the State of Indiana,
excluding its choice or conflict of law rules. Any legal
action or proceeding with respect to this Agreement or
any other documents or instruments executed in
connection herewith, shall be brought in the courts of
the State of Indiana or the United States for the
Northern District of Indiana, and by the execution and
delivery of this Agreement, the parties consent to the
jurisdiction of those courts. Each party irrevocably
waives any objection, including any objection to the
laying of venue or based upon the grounds of forum
non conveniens, which it may now or hereafter have to
the bringing of any action or proceeding in such
jurisdiction in respect of this Agreement or any
documents or instruments relating hereto.
i. Headings and Captions. Headings and captions
herein are for convenience of reference only and shall
not be used to construe the meaning of any portion of
this Agreement.
j. Definitions. Capitalized terms used in this
Agreement shall have the meaning ascribed to such
term on the first page of this Agreement or in these
Terms and Conditions, the Fee Schedule, any
Addenda, any Schedule or any Statement of Work.
k. Legal Compliance. Customer shall comply with
all then current export and import laws and regulations
of the United States and such other governments as are
applicable to the Software and Hosted Software.
Customer hereby certifies that it will not directly or
indirectly, export, re-export, or transship the Software
or Hosted Software or related information, media, or
products in violation of United States laws and
regulations.
l. Governmental Customer. If Customer is the
United States Government or any contractor thereof,
all licenses granted hereunder are subject to the
following: (a) for acquisition by or on behalf of
civilian agencies, as necessary to obtain protection as
“commercial computer software” and related
documentation in accordance with the terms of this
Commercial Software Agreement as specified in 48
C.F.R. 12.212 of the Federal Acquisition Regulations
and its successors; and (b) for acquisition by or on
behalf of units of the Department of Defense (“DOD”)
as necessary to obtain protection as “commercial
DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348
computer software” and related documentation in
accordance with the terms of this commercial
computer software license as specified in 48 C.F.R.
227-7202-1 through 227.7202-4 of the DOD F.A.R.
Supplement and its successors.
m. Counterparts. This Agreement may be executed
in one or more counterparts, each of which when taken
together shall be one agreement.
DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348
PAYMENTMATE® MASTER AGREEMENT
FEE SCHEDULE
PaymentMate® Pricing
$149.00 Boarding Fee per location/RNID
Monthly Fees – The greater of
$500.00 Monthly Minimum or
$.04 per transaction
CAU (Card Account Updater service)
$2500.00 Onetime setup
$.05 per transaction for update management
Professional Services Integration Support and/or Web Portal Development
100 hours billable at $125per hour for initial development
Optional Services
$25.00 per month/per station for Transaction Management Software (includes location look-up)
$5.00 per month/per location for APM (Access PaymentMate – online reporting tool for closed batches)
Other Provisions
$50.00 per computer fee for reinstating PaymentMate ® due to nonpayment of monthly or start up fees.
$25.00 per computer fee for changing Merchant Account Numbers
DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348
PAYMENTMATE® MASTER AGREEMENT
ADDENDUM A - WEB HOSTING
1. Definitions.
a. “Hosted Software” means the Provider’s proprietary PaymentMate® software as currently configured, including any third party software
embedded in the Hosted Software, together with all subsequent Provider-authorized updates, replacements, modifications or enhancements.
PaymentMate® is a registered trademark of Provider.
b. “Provider Materials” means those materials of Provider, if any, a copy of which is necessary for Customer to have at its premises (including
in local computer memory) in order to utilize the Web Hosting or the Hosted Software, including but not limited to temporary copies of the Hosted
Software.
c. “Web Hosting” means the website design and payment structure maintained by Provider through which Customer will access and use the
Hosted Software.
2. Provision of Hosting Services. During the Term, Provider will configure its computer system to consume the Web Hosting at a particular
domain name to be supplied by Customer. Customer will provide electronic Internet access to the Web Hosting.
3. Provider Materials. During the Term, Provider will provide the Provider Materials to Customer as needed. Any Provider Materials provided
to Customer are provided subject to a limited, non-exclusive, license which is hereby granted by Provider, and which license expires upon
termination or expiration of this Agreement.
4. Availability of Hosting Services. Customer acknowledges that the Web Hosting may be inaccessible or inoperable for various reasons
including equipment malfunctions and periodic maintenance, and excep t as otherwise provided in the Service Level Addendum (if applicable)
Provider does not warrant any particular service level and Provider will bear no liability for any Damages incurred by Customer as a result of such
downtime.
5. Materials Supplied by Customer. Customer will supply to Provider all web files, domain names, and other content that Customer desires to
be incorporated into the Web Hosting in order to brand the Web Hosting for Customer (individually or collectively, “Customer Materials”).
Customer hereby grants to Provider a non-exclusive, worldwide and royalty free license to copy, display, use, publicly perform on the Internet, and
transmit via the Internet, the Customer Materials, during the Term. Customer represents and warrants that the Customer Materials do not infringe
any copyrights, trademarks, trade secrets, and rights of publicity, rights of privacy, or other proprietary rights of any thi rd party. Customer will
indemnify and hold Provider harmless from any loss, cost or damage, including attorney fees, relating to any claim that any Customer Materials
infringes any copyrights, trademarks, trade secrets, rights of publicity, rights of privacy, or other proprietary rights of a ny third party. These
warranty and indemnification obligations survive termination of this Agreement.
6. Restricted Use; Copying. Customer shall not (and shall not permit any employee or other third party to) copy, use, analyze, reverse engineer,
decompile, disassemble, translate, convert, or apply any procedure or process to the Hosted Software or the Provider Materials in order to ascertain,
derive, and/or appropriate for any reason or purpose, the source code or source listings for the Hosted Software or Provider Materials, or any trade
secret information or process contained in the Hosted Software or Provider Materials. Any third party software embedded in the Hosted Software
may be used only in conjunction with the Hosted Software and may not be used separately.
7. Alteration of Hosted Software and Provider Materials. Customer shall not alter or remove any notices, graphics or text contained on or
in the Hosted Software or the Provider Materials, and Customer will not modify the Hosted Software or Provider Materials in a ny form, without
the express advance written permission of Provider.
8. Rights Reserved. Customer’s rights to use the Web Hosting, the Hosted Software and Provider Materials are limited to those expressly
granted in this Addendum A. Provider reserves all rights and licenses in and to the Web Hosting, the Hosted Software and Provider Materials that
not expressly granted to Customer under this Addendum A.
9. On-line Conduct. Customer shall not use the Web Hosting or the Hosted Software in any manner that: (a) is illegal, fraudulent, harmful,
threatening, obscene, vulgar, defamatory, harassing, abusive or libelous; (b) violates any third party copyright or other intellectual property righ t or
any contractual obligation or fiduciary obligation of Customer; or (c) promotes or sponsors any activity of like nature.
10. Performance. Provider warrants that so long as this Addendum A remains in effect and Customer continues to pay the Fees, the Web Hosting
and Hosted Software will perform substantially in conformance with the applicable Provider Materials. Provider does not warrant against internet
disruption, or that the Web Hosting or Hosted Software will meet Customer’s requirements or that the operation of the Web Hosting or Hosted
Software will be uninterrupted or error free. Customer assumes responsibility for taking adequate precautions against damages which could be
caused by defects, interruptions, misuse, breaches or malfunctions in the Web Hosting or Hosted Software or the hardware in connection with
which it is used.
11. Customer’s Exclusive Remedy. Provider’s entire obligation and Customer’s exclusive remedy with respect any breach by Provider of this
Addendum A shall be at Provider’s option, to either (a) correct or bypass any Web Hosting or Hosted Software condition which is reported by
Customer in writing to Provider, or (b) refund the Fees paid by Customer to Provider beginning on the date Provider received notice of th e breach
and terminate this Agreement.
DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348
PAYMENTMATE® MASTER AGREEMENT
ADDENDUM B - WEB SERVICES
1. Definitions.
a. “Hosted Software” means the Provider’s proprietary PaymentMate® software as currently configured, including any third party software
embedded in the Hosted Software, together with all subsequent Provider-authorized updates, replacements, modifications or enhancements.
PaymentMate® is a registered trademark of Provider.
b. “Provider Materials” means those materials of Provider, if any, a copy of which is necessary for Customer to have at its premises (including
in local computer memory) in order to utilize Web Service or the Hosted Software, including but not limited to temporary copies of the Hosted
Software.
c. “Web Service” means the web APIs provided and maintained by Provider through which Customer will access and use of the PaymentMate®
gateway or the Hosted Software.
2. Provision of Hosting Services. During the Term, Provider will configure its computer system to consume the Web Service at a particular
domain name to be supplied by Customer. Customer will provide electronic Internet access to the Web Service.
3. Provider Materials. During the Term, Provider will provide the Provider Materials to Customer as needed. Any Provider Materials provided
to Customer are provided subject to a limited, non-exclusive, license which is hereby granted by Provider, and which license expires upon
termination or expiration of this Agreement.
4. Availability of Hosting Services. Customer acknowledges that the Web Service may be inaccessible or inoperable for various reasons
including equipment malfunctions and periodic maintenance, and except as otherwise provided in the Service Level Addendum (if applicable)
Provider does not warrant any particular service level and Provider will bear no liability for any Damages incurred by Customer as a result of such
downtime.
5. Materials Supplied by Customer. If Customer supplies to Provider web files, domain names, or other content that Customer desires to be
incorporated into the Web Service in order to brand the Web Service for Customer (individually or collectively, “Customer Materials”), then
Customer hereby grants to Provider a non-exclusive, worldwide and royalty free license to copy, display, use, publicly perform on the Internet, and
transmit via the Internet, the Customer Materials, during the Term. Customer represents and warrants that the Customer Materials do not infringe
any copyrights, trademarks, trade secrets, and rights of publicity, rights of privacy, or other proprietary rights of any thi rd party. Customer will
indemnify and hold Provider harmless from any loss, cost or damage, including attorney fees, relating to any claim that any Customer Materials
infringes any copyrights, trademarks, trade secrets, rights of publicity, rights of privacy, or other proprietary rights of a ny third party. These
warranty and indemnification obligations survive termination of this Agreement.
6. Restricted Use; Copying. Customer shall not (and shall not permit any employee or other third party to) copy, use, analyze, reverse engineer,
decompile, disassemble, translate, convert, or apply any procedure or process to the Hosted Software or the Provider Materials in order to ascertain,
derive, and/or appropriate for any reason or purpose, the source code or source listings for the Hosted Software or Provider Materials, or any trade
secret information or process contained in the Hosted Software or Provider Materials. Any third party software embedded in th e Hosted Software
may be used only in conjunction with the Hosted Software and may not be used separately.
7. Alteration of Hosted Software and Provider Materials. Customer shall not alter or remove any notices, graphics or text contained on or
in the Hosted Software or the Provider Materials, and Customer will not modify the Hosted Software or Provider Materials in a ny form, without
the express advance written permission of Provider.
8. Rights Reserved. Customer’s rights to use the Web Service, the Hosted Software and Provider Materials are limited to those expressly
granted in this Addendum B. Provider reserves all rights and licenses in and to the Web Service, the Hosted Software and Provider Materials that
not expressly granted to Customer under this Addendum B.
9. On-line Conduct. Customer shall not use the Web Service or the Hosted Software in any manner that: (a) is illegal, fraudulent, harmful,
threatening, obscene, vulgar, defamatory, harassing, abusive or libelous; (b) violates any third party copyright or other int ellectual property right or
any contractual obligation or fiduciary obligation of Customer; or (c) promotes or sponsors any activity of like nature.
10. Performance. Provider warrants that so long as this Addendum B remains in effect and Customer continues to pay the Fees, the Web Services
and Hosted Software will perform substantially in conformance with the applicable Provider Materials. Provider does not warrant against internet
disruption, or that the Web Services or Hosted Software will meet Customer’s requirements or that the operation of the Web Se rvice or Hosted
Software will be uninterrupted or error free. Customer assumes responsibility for taking adequate precautions against damages which could be
caused by defects, interruptions, misuse, breaches or malfunctions in the Web Service or Hosted Software or the hardware in connection with which
it is used.
11. Customer’s Exclusive Remedy. Provider’s entire obligation and Customer’s exclusive remedy with respect any breach by Provider of this
Addendum B shall be at Provider’s option, to either (a) correct or bypass any Web Service or Hosted Software condition which is repo rted by
Customer in writing to Provider, or (b) refund the Fees paid by Customer to Provider beginning on the date Provider received notice of the breach
and terminate this Agreement.
DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348
PAYMENTMATE® MASTER AGREEMENT
ADDENDUM C – SOFTWARE LICENSE ADDENDUM
1. Definitions:
a. “Documentation” means the user guides, reference manuals, and installation materials provided by Licensor to Customer related to
the Software.
b. “Site” means the specific physical location identified in the Fee Schedule where a Site License is authorized.
c. “Site License” shall mean the license acquired hereunder by Customer to allow downloading and use of the Software at the specific
physical location identified in the Fee Schedule.
d. “Software” means the Provider’s proprietary PaymentMate® software as currently configured, including any third party software
embedded in the Software, together with all subsequent Provider-authorized updates, replacements, modifications or enhancements and all software
developed in connection with the provision of services pursuant to Addendum D – Professional Services Addendum and any SOW. PaymentMate®
is a registered trademark of Provider.
e. “Update” means a subsequent release of the Software that Licensor makes generally available to its current customers for the Software.
Updates include changes and corrections to the Software as are required to keep the Software in substantial conformance with the applicable
Documentation and that are created by Provider as corrections for defects in the Software. Updates shall not include any release, option or future
product that Provider licenses separately. Provider shall in its sole discretion determine the nature, content, timing and release of any updates.
2. License Grant and Term. Provider grants to Customer a non-exclusive, non-assignable, and non-transferable license to access and
use the Software at each Site and to the Documentation pursuant to the terms and conditions of this Agreement. No rights are granted in any source
code, and this license does not include the right to sublicense. All licenses granted hereunder shall be for the Term.
3. Restricted Use; Copying. Customer shall not (and shall not permit any employee or other third party to) copy, use, analyze, reverse
engineer, decompile, disassemble, translate, convert, or apply any procedure or process to the Software in order to ascertain, derive, and/or
appropriate for any reason or purpose, the source code or source listings for the Software or any other trade secret information or process contained
in the Software. Any third party software imbedded in the Software may be used only in conjunction with the Software and may not be used
separately. Customer may download and install only one copy of the Software per Site License and may not make or install additional copies of
the Software. Customer may copy the Documentation, as needed, for Customer’s use as specified in this Agreement. Each Site License is restricted
to installation on a single server machine under the control of Customer used to access the Software. Customer acknowledges that the Software
will deny access by any users in excess of the number of Sites licensed and paid for by Customer. The number of Sites may be modified from time
to time by mutual written agreement of Provider and Customer at the rates set forth on the Schedule.
4. Alteration of Software and Documentation. Customer shall not alter or remove any notices, graphics or text contained on or in the
Software or the Documentation, or modify the Software in any form, without the express advance written permission from Provider.
5. Customer Hardware. Customer shall install, operate, and maintain the hardware and software having at least the minimum
specifications described in the Documentation required to access and use the Software. Provider does not support hardware selection, installation
or repair.
6. Training and Installation Assistance. Provider will provide a base amount of training and installation assistance normally provided
to its other customers that is sufficient use the Software. Additional training or installation assistance may be arranged on a fee plus expense basis
by mutual agreement.
7. Limited License. Title and ownership rights to the Software, all improvements, modifications, enhancements, future versions, and
derivative works thereof, and all intellectual property rights in the Software, including without limitation, all patent, trademarks, copyright and
trade secret rights, are and shall be in Provider, and Provider reserves all rights not expressly granted.
8. Performance. Provider warrants that so long as this Addendum C remains in effect and Customer continues to pay the Fee(s), the
Software will perform substantially in conformance with the applicable Documentation. Provider does not warrant that the Sof tware will operate
in combination with any other software or hardware, or that the Software will meet Customer’s requirements or that the opera tion of the Software
will be uninterrupted or error-free. Customer assumes responsibility for taking adequate precautions against damages which could be caused by
defects, interruptions, misuse, breaches or malfunctions in the Software or the hardware in connection with which it is used.
9. Customer’s Exclusive Remedy. Provider’s entire obligation and Customer’s exclusive remedy with respect to any breach by Provider
of this Addendum C shall be, at Provider’s option, to either correct or bypass any Software error or condition which is reported by Customer in
writing to Provider, or (ii) refund the Fees paid by Customer to Provider beginning on the date Provider received notice of the breach and terminate
this Agreement.
DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348
PAYMENTMATE® MASTER AGREEMENT
ADDENDUM D – PROFESSIONAL SERVICES ADDENDUM
1. Definitions.
a. ”Change Order” means a written modification to a SOW, in the form attached as Exhibit A that documents agreed changes to the scope of work, performance
schedule, and/or responsibilities of the parties under a SOW. A Change Order will be effective only if signed by both partie s.
b. ”Deliverable” means any reports, analyses, tools, or other tangible results of Services identified in a SOW to be developed by Provider and delivered to
Customer as part of the Services.
c. ”Rates” means Provider’s billing rates, charges, fees and expenses for Services under this Addenda as set forth in each applicable SOW.
d. ”Services” means the services of Provider specified and described in one or more SOWs entered into by the parties, including the produ ction and delivery
of all Deliverables. “Services” shall not include software licensing, application services (SaaS) or hosting services which requires a separate addenda covering
such software licensing, application services or hosting services.
e. “SOW” means one or more tasking documents executed by the parties and attached to this Addenda (on the date hereof or subsequent to the date hereof)
which describe(s) the Services to be performed. A SOW will be effective only if signed by both parties. A SOW includes all Change Orders to such SOW.
f. “Specifications” means the description, technical specifications, functional requirements and/or testing or acceptance criteria for the Services and
Deliverables identified in the applicable SOW.
2. Services and Compensation.
a. Scope and Delivery of Services. Provider will perform the Services and deliver the Deliverables at the location(s) and pursuant to the schedule specified in
the applicable SOW.
b. Delivery of Software. If a Deliverable includes or is comprised of software, it being licensed by Provider to Customer pursuant to Addendum C – the
Software License Addendum.
c. Training Materials. All Deliverables that require training for proper operation will be accompanied by training materials, which will be licensed to
Customer, and such license shall be non-exclusive, non-transferrable and non-sub licensable and shall terminate on the termination or expiration of the license
of the Hosted Software or Software, regardless of whether training is conducted by Provider or Customer. Customer shall have the right to reproduce the
training materials for use by Customer during the term of such license.
d. Acceptance Process. Unless another period is specified in the applicable SOW, Customer will review, test or otherwise evaluate Deliverables an d other
Services for compliance with the Specifications and failure by Customer to provide a written notice of rejection to Provider within thirty (30) days after delivery
by Provider shall be deemed acceptance by customer. Acceptance of any Deliverable or Services will in no way limit the warranty provisions of this Addendum
D.
e. Invoices. Provider may invoice Customer for Services and/or Deliverables and approved expenses in accordance with the milestone or p ayment schedule
reflected in the SOW or, in the absence of such a schedule in accordance with the Terms and Conditions.
f. No Payroll or Compensatory Taxes. Customer will have no obligation to Provider, Provider’s employees or any taxing authority to pay, or withhold from
payment hereunder, any Federal, State, or local income tax, or any portion of FICA or any other payroll, compensatory or other taxes relating to any individual
assigned by Provider to provide Services.
3. Performance.
Provider warrants if Customer has paid the Fees, the Deliverables will be substantially in conformance with the applicable Specifications. Provider does not
warrant against internet disruption, or that the Deliverables will meet Customer’s requirements or that the operation of the Deliverables will be uninterrupted
or error free. Customer assumes responsibility for taking adequate precautions against damages which could be caused by defect s, interruptions, misuse,
breaches, or malfunctions in the Deliverables or the hardware in connection with which it is used.
4. Customer’s Exclusive Remedy.
Provider’s entire obligation and Customer’s exclusive remedy with respect to any breach by Provider of this Addendum D shall be at Provider’s option, to
either (a) correct or bypass any Specification condition which is reported by Customer in writing to Provider, or (b) ref und the Fees paid by Customer to
Provider beginning on the date Provider received notice of the breach and terminate this Agreement.
DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348
Exact models and price are subject to availability depending on time frame
ordered.
-and-
City of Denton
Presented on 5/27/2016
Ingenico iSC250
Number Needed Item Cost Each
_____ Base Device $559.00
Power Supply $ 20.00
USB Cable $ 20.00
PIN Injection $ 18.00
Tempus Application $ 35.00
Total $652.00*each
Number Needed
_______ Swivel Stand $ 85.00*each
(Optional & specific to device)
Ingenico iPP350 (colored display)
Number Needed Item Cost Each
______ Base Device $319.00
USB Cable $ 20.00
PIN Injection $ 18.00
Tempus Application $ 35.00
Total $392.00*each
Ingenico iSC480
Number Needed Item Cost Each
______ Base Price $759.00
Power Supply $ 35.00
USB Cable $ 20.00
PIN Injection $ 18.00
Tempus Application $ 35.00
Total $867.00*each
Number Needed
_______ Swivel Stand $ 85.00*each
(Optional & specific to device)
DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348
Exact models and price are subject to availability depending on time frame
ordered.
CheXpress Check Scanner
Number Needed Item
_____ CheXpress CX30 $359.00*
Epson T20 Thermal Receipt Printer
Number Needed Item
_____ Epson T20 (USB) $219.00*
Peripherals – when needed as a part of a specific solution
Number Needed Item Cost Each
_____ Magic Box Cables $95.00
_____ Com Box w/Cables $95.00
*Freight/Handling/Insurance (sales tax if applicable) will be billed at the time of shipment.
All warranties are through the manufacturer. Additional warranties can be quoted upon request.
All equipment orders require 50% down with balance due 10 days after shipment. Due to specific
loads and injections, all sales are final.
Accepted by:
______________________________ _______________________________
Signed Printed
______________________________ _______________________________
Title Date
Ship to:
______________________________________________________________________
Name Attn:
______________________________________________________________________
Address City State Zip
DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348
Contract# 5955
Exhibit D
INSURANCE REQUIREMENTS AND
WORKERS’ COMPENSATION REQUIREMENTS
Upon contract execution, all insurance requirements shall become contractual obligations, which the
successful contractor shall have a duty to maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide
and maintain until the contracted work has been completed and accepted by the City of Denton, Owner,
the minimum insurance coverage as indicated hereinafter.
Contractor shall file with the Purchasing Department satisfactory certificates of insurance including
any applicable addendum or endorsements. Contractor may, upon written request to the
Purchasing Department, ask for clarification of any insurance requirements at any time; however,
Contractor shall not commence any work or deliver any material until he or she receives notification
that the contract has been accepted, approved, and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the
following general specifications, and shall be maintained in compliance with these general specifications
throughout the duration of the Contract, or longer, if so noted:
Each policy shall be issued by a company authorized to do business in the State of Texas with an
A.M. Best Company rating of at least A- or better.
Should any of the required insurance be provided under a claims made form, Contractor shall
maintain such coverage continuously throughout the term of this contract and, without lapse, for a
period of three years beyond the contract expiration, such that occurrences arising during the
contract term which give rise to claims made after expiration of the contract shall be covered.
Should any of the required insurance be provided under a form of coverage that includes a general
annual aggregate limit providing for claims investigation or legal defense costs to be included in
the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain
Owners and Contractors Protective Liability Insurance.
Should any required insurance lapse during the contract term, requests for payments originating
after such lapse shall not be processed until the City receives satisfactory evidence of reinstated
coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated,
City may, at its sole option, terminate this agreement effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with
the following marked specifications, and shall be maintained in compliance with these additional
specifications throughout the duration of the Contract, or longer, if so noted:
[X] A. General Liability Insurance:
General Liability insurance with combined single limits of not less than $1,000,000.00 shall
DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348
Contract# 5955
be provided and maintained by the Contractor. The policy shall be written on an occurrence
basis either in a single policy or in a combination of underlying and umbrella or excess
policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
Coverage A shall include premises, operations, products, and completed operations,
independent contractors, contractual liability covering this contract and broad form
property damage coverage.
Coverage B shall include personal injury.
Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition
and ISO Form GL 0404) is used, it shall include at least:
Bodily injury and Property Damage Liability for premises, operations, products and
completed operations, independent contractors and property damage resulting from
explosion, collapse or underground (XCU) exposures.
Broad form contractual liability (preferably by endorsement) covering this contract,
personal injury liability and broad form property damage liability.
DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348
Contract# 5955
Exhibit E
Certificate of Interested Parties Electronic Filing
In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the
Government Code. The law states that the City may not enter into this contract unless the
Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the
Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring
the business entity to file Form 1295 electronically with the Commission.
Contractor will be required to furnish an original notarized Certificate of Interest Parties
before the contract is awarded, in accordance with Government Code 2252.908.
The contractor shall:
1. Log onto the State Ethics Commission Website at :
https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm
2. Register utilizing the tutorial provided by the State
3. Print a copy of the completed Form 1295
4. Enter the Certificate Number on page 2 of this contract.
5. Sign and notarize the Form 1295
6. Email the notarized form to purchasing@cityofdenton.com with the contract number in the
subject line. (EX: Contract 1234 – Form 1295)
The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after
Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics
Commission’s website within seven business days.
DocuSign Envelope ID: 6B3B4842-4C95-43FC-9CE7-356894084348
Certificate Of Completion
Envelope Id: 6B3B48424C9543FC9CE7356894084348 Status: Completed
Subject: City Council Docusign Item - 5955 Tempus
Source Envelope:
Document Pages: 28 Signatures: 4 Envelope Originator:
Certificate Pages: 6 Initials: 0 Karen E. Smith
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
karen.smith@cityofdenton.com
IP Address: 129.120.6.150
Record Tracking
Status: Original
6/13/2016 11:57:33 AM
Holder: Karen E. Smith
karen.smith@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Karen E. Smith
karen.smith@cityofdenton.com
Assistant Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(Optional)
Completed
Using IP Address: 129.120.6.150
Sent: 6/13/2016 12:00:15 PM
Viewed: 6/13/2016 12:00:27 PM
Signed: 6/13/2016 12:01:02 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Renee Fender
Renee.Fender@TempusTechnologies.com
Director of Business Development
Security Level: Email, Account Authentication
(Optional)Using IP Address: 97.64.212.6
Sent: 6/13/2016 12:01:04 PM
Resent: 6/14/2016 2:34:05 PM
Viewed: 6/15/2016 8:42:25 AM
Signed: 6/15/2016 8:45:54 AM
Electronic Record and Signature Disclosure:
Accepted: 6/15/2016 8:42:25 AM
ID: 85fc18d4-0d0f-41ba-a1b5-a4b6e0d083fa
John Knight
john.knight@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 129.120.6.150
Sent: 6/15/2016 8:45:57 AM
Viewed: 6/15/2016 2:45:19 PM
Signed: 6/15/2016 2:45:48 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Julia Winkley
julia.winkley@cityofdenton.com
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Completed
Using IP Address: 129.120.6.150
Sent: 6/15/2016 2:45:50 PM
Viewed: 6/22/2016 9:08:43 AM
Signed: 6/22/2016 9:08:56 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Signer Events Signature Timestamp
George C. Campbell
george.campbell@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 129.120.6.150
Sent: 6/22/2016 9:09:00 AM
Viewed: 6/22/2016 3:52:26 PM
Signed: 6/22/2016 3:52:48 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Jennifer Walters
jennifer.walters@cityofdenton.com
City Secretary
City of Denton
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 129.120.6.150
Sent: 6/22/2016 3:52:50 PM
Viewed: 6/23/2016 9:04:21 AM
Signed: 6/23/2016 9:04:33 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
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
Julia Winkley
julia.winkley@cityofdenton.com
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Sent: 6/15/2016 8:45:56 AM
Viewed: 6/15/2016 11:46:36 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Sherri Thurman
sherri.thurman@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 6/15/2016 8:45:56 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Jane Richardson
jane.richardson@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 6/22/2016 9:08:58 AM
Viewed: 6/22/2016 9:12:18 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Robin Fox
Robin.fox@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 6/22/2016 9:08:58 AM
Carbon Copy Events Status Timestamp
Electronic Record and Signature Disclosure:
Accepted: 10/9/2015 1:39:51 PM
ID: 04463961-03db-4c4d-9228-d660d6146ed6
Jennifer Bridges
jennifer.bridges@cityofdenton.com
Procurement Assistant
City of Denton
Security Level: Email, Account Authentication
(Optional)
Sent: 6/23/2016 9:04:35 AM
Viewed: 6/23/2016 11:02:57 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Jane Richardson
jane.richardson@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 6/23/2016 9:04:37 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Antonio Puente
Antonio.Puente@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 6/23/2016 9:04:38 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Notary Events Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 6/23/2016 9:04:38 AM
Certified Delivered Security Checked 6/23/2016 9:04:38 AM
Signing Complete Security Checked 6/23/2016 9:04:38 AM
Completed Security Checked 6/23/2016 9:04:38 AM
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.
Electronic Record and Signature Disclosure created on: 4/20/2015 2:25:38 PM
Parties agreed to: Renee Fender, Robin Fox
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: kevin.gunn@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 kevin.gunn@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 kevin.gunn@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 kevin.gunn@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.