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8468 - Contract Executed Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 2236E0CA-AC3D-48BB-86CB-09EF52BF3092 COOP 8468 Vision Zero Software Christina Dormady Not Applicable MAY 7, 2024 MAY 7, 2027 24-863 MASTER AGREEMENT Master Agreement No. IV This Master Agreement (this “Agreement”) is entered into this _______ day of ________, 2024 (the “Effective Date”), by and between City of Denton, a Texas home-ruled municipality, having its primary office at 215 E. McKinney Street, Denton, Texas 76201 (“Client”) and Urban SDK, Inc., a Florida corporation having its primary office at 112 West Adams Street, 4th floor, Jacksonville, Florida 32202 (“UrbanSDK”). In consideration of the mutual covenants and agreements contained below, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, UrbanSDK and Client hereby agree as follows: 1 NATURE OF AGREEMENT: 1.1 UrbanSDK shall provide Products, and/or Services to Client that may include software, hardware, custom software development, systems integration, maintenance and other services, as described in more detail in executed Task Orders issued under and made a part of this Agreement. This Agreement shall apply to all Products and Services that are provided by UrbanSDK to Client during the term of this Agreement including but not limited to Products that are owned by UrbanSDK or developed by UrbanSDK and licensed to Client, and third party products that are acquired for Client by UrbanSDK, if any. 2 DEFINITIONS: 2.1 As used in this Agreement, Task Orders, and other ancillary documents issued hereunder and/or attached hereto, the following terms shall have the meanings contained below: 2.2 Client Owned Deliverable means any deliverable to which Client is to obtain ownership as provided for in Section 9 of this Agreement. 2.3 Confidential Information means (i) any proprietary or confidential information or material in tangible form disclosed hereunder that is clearly marked “Confidential” at the time it is delivered to the receiving party. 2.4 Deliverable any Products, including without limitation, the custom software, Services, Documentation and other items to be delivered or provided by UrbanSDK under the terms of this Agreement or any Task Order. 2.5 Derivative Work means any computer program or documentation resulting from the modification, recasting, transformation or adaptation of an existing computer program or item of documentation developed or owned by a party, but does not include data output of any such computer program. A computer program that uses or operates on data output of another computer program shall not be considered a “Derivative Work” of the original program merely because it uses or operates on such data. 2.6 Documentation the documentation, instructions, technical data, specifications and user’s guides published by UrbanSDK as well as any functional specifications documentation developed by UrbanSDK pursuant to the terms contained in this Agreement. 2.7 Maintenance Services means the Software support provided pursuant to a Task Order. 2.8 Product any firmware, hardware or software (including third party products) provided by UrbanSDK to Client pursuant to the terms contained in this Agreement. 2.9 Services - services provided by UrbanSDK to Client pursuant to a Task Order including but not limited to any custom software development, Deliverables, systems integration, installation, training, consulting, and maintenance. 2.10 Software - baseline computer software in object code form developed or owned by UrbanSDK for which Client is granted a license pursuant to a software license Task Order issued pursuant to the terms contained in this Agreement, as well as Updates provided by UrbanSDK to Client under a Task Order for Maintenance Services . 2.11 Source Code - textual form of the Software, including written comments and programmer documentation, flow charts, logic diagrams, pseudo code, notations or other supporting writings, regardless of the media on which it is stored, and is intended for translation into an executable or intermediate form, or is intended for direct execution through interpretation. 2.12 T&M - means (i) direct labor hours at specified fixed hourly rates that include wages, overhead, general and administrative expenses, and profit, and (ii) materials at cost, including if appropriate, material handling costs as part of the material cost. DocuSign Envelope ID: 2236E0CA-AC3D-48BB-86CB-09EF52BF3092 7TH MAY Notwithstanding the foregoing, T&M shall not include UrbanSDK personnel’s travel, lodging, and incidental expenses. 2.13 Task Order - the document executed by both parties that describes Services, Maintenance Services, and/or Products to be provided by UrbanSDK to client pursuant to the terms contained in this Agreement. 2.14 UAT - means user acceptance testing as further defined in Section 10 of this Agreement. 2.15 Updates - means any subsequent releases of the Software which are generally made available at no additional charge as part of Maintenance Services for such Software. Updates shall not include future products or modules, that UrbanSDK licenses separately. 3 TASK ORDERS: 3.1 UrbanSDK will perform Services and/or deliver Products and Software as contained in mutually agreed Task Orders executed from time to time by Client and UrbanSDK during the term of this Agreement. Neither Client nor UrbanSDK shall have any obligation to enter into any particular Task Order, and each may choose to accept or not accept, at each party’s sole discretion, any proposed Task Order. Services performed under any Task Order shall be performed on a T&M basis as contained in Section 6 of this Agreement unless the applicable Task Order specifies otherwise. Changes affecting scope, cost and other activities regarding Products or Services under a Task Order shall be implemented in accordance with the Project Change Request (as hereinafter defined) procedures attached hereto as Exhibit A pursuant to a project change request (“Project Change Request” or “PCR”) the form of which is attached hereto as Exhibit B. 4 MAINTENANCE SERVICES: 4.1 UrbanSDK shall provide to Client, Maintenance Services as specified in the applicable Task Order for Maintenance Services. 5 EFFECTIVE DATE, TERM: 5.1 This Agreement shall be effective as of the Effective Date and, unless otherwise terminated, shall continue in full force and effect for so long as at least one (1) software license Task Order issued hereunder is active and in effect. The contract term will be for one (1) year, effective from the date of execution. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods, in a total of three (3) years. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. The total contract shall not exceed $73,506.00 6 PAYMENT TERMS: 6.1 Unless otherwise specified in the applicable Task Order, Client shall pay UrbanSDK for all Products upon being invoiced therefor. Client shall be responsible for all Product related shipping costs. 6.2 The amount to be paid to UrbanSDK for Services performed on a T&M basis shall be computed by multiplying the applicable hourly billing rate contained in the applicable Task Order by the number of direct hours performed. Fractional parts of an hour shall be payable on a prorated basis. Unless otherwise stated in a specific Task Order, the labor hour billing rates contained in a Task Order shall be effective through the term of such Task Order. 6.3 UrbanSDK will use commercially reasonable efforts to accomplish the results desired by Client within any total estimated price contained in a Task Order. Client understands, acknowledges, and agrees, that any such stated amount is an estimate only, and that UrbanSDK does not guarantee that the results desired by Client can be accomplished for any such estimated amount. 6.4 If a total estimated price is stated, Client shall have no obligation to make any payment to UrbanSDK in excess of the total estimated price, and UrbanSDK shall have no obligation to continue to perform work beyond the total estimated price, even if the Services have not been completed or the results desired by Client have not been achieved. The parties may, by mutual written agreement, increase the total estimated price. 6.5 Client shall reimburse UrbanSDK for all reasonable other direct costs (“ODCs”) which shall include but are not limited to travel and associated living expenses, copying, overnight deliveries, shipping, telephone expense, communications hardware/software usage, leased hardware for Client’s specific environments and set up charges for leased hardware expenses incurred in connection with providing Products and performing Services with prior approval from the Client. 6.6 UrbanSDK shall provide an invoice to Client monthly for Services performed on a T&M basis or as contained in the applicable Task Order for Services performed and expenses incurred by UrbanSDK pursuant to this Agreement. 6.7 Amounts invoiced to Client are due and payable by Client within 30 days of receipt of invoice. Client may, in good faith, dispute, DocuSign Envelope ID: 2236E0CA-AC3D-48BB-86CB-09EF52BF3092 in whole or in part, any invoice submitted hereunder and withhold payment of any disputed portion so long as it shall give written notice to UrbanSDK of such dispute, stating the amount in dispute, the basis of the dispute, and pay the undisputed amount pursuant to the terms hereof. In such circumstances, Client’s failure to pay a disputed amount shall not constitute a breach or default hereunder and will not result in the discontinuance of Services or application or accrual of late charges or penalties for the disputed amount. 6.8 If Client fails to pay the total of any invoiced amount within thirty (30) days of such invoice, interest compounded at the rate of one and a half percent (1.5%) per month shall be charged on all amounts unpaid and outstanding. If Client fails to make any payment to UrbanSDK as and when required hereunder, UrbanSDK shall have the right, in addition to its other rights and remedies, to cease further performance of the Services, Maintenance Services, and delivery of further Products hereunder. 7 RESOURCES TO BE PROVIDED BY CLIENT: 7.1 Client shall provide, maintain and make available to UrbanSDK, at Client’s expense and in a timely manner, the following resources, and such other additional resources, as UrbanSDK may from time to time reasonably request in connection with UrbanSDK’s performance of Services: 7.1.1 Qualified Client personnel or representatives who will be designated by Client to consult with UrbanSDK on a regular basis in connection with the Services or other information necessary to perform the Services; and 7.1.2 Access to Client’s premises and appropriate workspace for UrbanSDK personnel at Client’s premises as necessary for performance of those portions of the Services to be performed at Client’s premises. 8 CONFIDENTIALITY: 8.1 Confidential Information. Except as expressly provided otherwise herein, the parties agree that the receiving party shall keep completely confidential and shall not publish or otherwise disclose and shall not use for any purpose, except as expressly authorized by this Agreement, any Confidential Information furnished to it by the disclosing party, except to the extent that the receiving party can establish by competent proof that such Confidential Information: (i) was already known to the receiving party, other than under an obligation of confidentiality, at the time of disclosure; (ii) was generally available to the public or otherwise part of the public domain at the time of its disclosure to the receiving party; (iii) became generally available to the public or otherwise part of the public domain after its disclosure and other than through any act or omission of the receiving party in breach of this Agreement; (iv) was subsequently lawfully disclosed to the receiving party by a person other than a party hereto; or (v) was independently developed by the receiving party without reference to any information communicated to the receiving party by the disclosing party. (vi) UrbanSDK acknowledges that the City of Denton must strictly comply with the Public Information Act, Chapter 552, Texas Government Code in responding to any request for public information related to this Agreement. This obligation supersedes any conflicting provisions of this Agreement. All material submitted by UrbanSDK to the City of Denton shall become property of the City upon receipt. Any portions of such material claimed by UrbanSDK to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, chapter 552, and Texas Government Code. 8.2 Permitted Use and Disclosure. Subject to the Texas Public Information Act, each party may use the other party’s Confidential Information only to the extent required to accomplish the purposes of this Agreement. Each party may disclose the other party’s Confidential Information (i) to the extent such disclosure is required by law, rule, regulation or court order; provided, however, that if either party is required to make any such disclosure of the other party’s Confidential Information and it is legally permissible to do so, such party will give reasonable advance notice to the other party of such disclosure and will use commercially reasonable efforts to secure confidential treatment of such information prior to its disclosure (whether through a protective order or otherwise); provided, however, such notice is not required as related to the Texas Public Information Act, or (ii) to its employees, agents, consultants and other representatives to accomplish the purposes of this Agreement, so long as such persons are under an obligation of confidentiality no less stringent than as contained herein. Each party shall use at least the same standard of care as it uses to protect its own Confidential Information to ensure that its employees, agents, consultants and other representatives do not disclose or make any unauthorized use of the other party’s Confidential Information. Each party shall promptly notify the other party upon discovery of any unauthorized use or disclosure of the other party’s Confidential Information. Each party agrees, upon termination of this Agreement, to promptly return the other party’s Confidential Information within such party’s control or under its direction, and to destroy any and all copies, and to certify to the other party in writing that it has returned and destroyed the Confidential Information. 8.3 Public Disclosure. In the event that either party desires to release a press release containing the other party’s name, logo or trademark (collectively hereinafter “Mark”), or use the other party’s Mark in any publicity materials, the party desiring to make the release or use the other party’s name (“Requesting Party”) shall provide the proposed press release or other materials to the other party (“Permitting Party”) in advance for the Permitted Party’s review and approval. The Permitting Party shall have sole and exclusive discretion as to whether or not to allow such usage of its name, logo, or trademark. . DocuSign Envelope ID: 2236E0CA-AC3D-48BB-86CB-09EF52BF3092 8.4 Confidential Terms. Except as expressly provided herein and as required by the Texas Public Information Act, each party agrees not to disclose any of the terms of this Agreement to any third party without the prior written consent of the other party; provided, however, that either party may disclose the terms of this Agreement without such consent to actual or prospective investors or corporate partners or to its accountants, attorneys and other professional advisors. 9 INTELLECTUAL PROPERTY: 9.1 Client and UrbanSDK shall each retain ownership of, and all right, title and interest in and to, their respective, pre-existing intellectual property and any Derivative Works created from such intellectual property (“IP”), and no license therein, whether express or implied, is granted by this Agreement or as a result of the Services performed hereunder, except as set forth in Paragraph 9.2 of this Agreement. 9.2 Except as otherwise provided otherwise in any Task Order governing any Deliverable, UrbanSDK shall take title to and ownership of all copyrights and patent rights in any Deliverable developed by UrbanSDK. Except as otherwise provided in any Task Order governing any Deliverable, after the completion of the development by UrbanSDK and upon payment in full by Client of the agreed upon price as provided for in the applicable Task Order, to the extent such Deliverable is a Product or Documentation, then, Client shall, subject to the terms contained in this Agreement, retain in such Deliverable a non-exclusive, royalty-free, paid up, perpetual license; provided that, to the extent such Deliverable incorporates the Confidential Information or proprietary information of UrbanSDK, Client shall be bound by the confidentiality obligations and use restrictions contained in this Agreement and the applicable Task Order. 9.3 Except as contained in Paragraph 9.1 of this Agreement, any invention (whether patentable or not), work of authorship, or other IP created by either party in connection with this Agreement shall be owned by such party, and all right, title and interest therein shall be retained by such party. 9.4 Notwithstanding any other term hereof, in the event that (i) any Deliverable as provided for in a Task Order is developed jointly by Client and UrbanSDK, and (ii) such Deliverable is identified on the applicable Task Order as a “Client Owned Deliverable” prior to the development of such Deliverable, then the Client Owned Deliverable shall be deemed to be owned by Client, and any copyright and patent rights relating to the same shall be held in the name of Client. At its option, however, Client may elect, in writing, to relinquish to UrbanSDK all of Client’s ownership rights in any such Client Owned Deliverable (but retain the license specified in Paragraph 9.2 of this Agreement), and in the event UrbanSDK markets said Deliverable, UrbanSDK shall provide Client any Updates relating to such Client Owned Deliverable, if, at UrbanSDK’s sole discretion such Client Owned Deliverable becomes incorporated as a baseline of the Software. 9.5 Nothing in this Agreement shall prevent UrbanSDK from utilizing any general know-how, techniques, ideas, concepts, algorithms, or other knowledge acquired or developed during the performance of this Agreement, on behalf of itself and its future clients. UrbanSDK may perform the same or similar services for others, provided that any Client confidential, proprietary or trade secret information is treated in accordance with the confidentiality obligations contained in Section 9 of this Agreement. 9.6 Except as specifically contained in Section 9 of this Agreement, Client shall have no rights to any UrbanSDK IP (whether pre- existing or hereafter developed), unless such rights are granted to Client pursuant to a separate Task Order executed by Client and UrbanSDK. 10 USER ACCEPTANCE TESTING: 10.1 Upon completion of the delivery and the installation of the Software, UrbanSDK shall give Client notice that the Software materially conforms to the Documentation. Unless otherwise expressly contained in an applicable Task Order, within thirty (30) business days of receipt of such notice, Client must either accept the Software, or provide UrbanSDK with a written response detailing the areas in which the Software has failed to perform materially in accordance with the Software Documentation. Client’s failure to timely respond will be deemed to be Client’s acceptance. Client will not unreasonably withhold, delay or condition its completion of UAT. If Client provides a written response detailing areas in which the Software has failed to perform materially in accordance with the Software Documentation, UrbanSDK shall, within thirty (30) business days of receipt of such response, perform any necessary corrections and recertify in writing to the Client that the Software materially conforms to the Software Documentation. Client shall then retest only those areas identified and detailed in writing by Client where the Software failed to perform materially in accordance with the Software Documentation. If, after a reasonable number of repeated efforts, UrbanSDK is unable to correct any nonconformities preventing acceptance of the Software, Client’s sole remedy will be either (i) to accept the Software and reach agreement with UrbanSDK on an equitable adjustment to the amounts payable to UrbanSDK under the applicable Task Order to reflect the reduced value, of the Software resulting from the uncorrected nonconformities, or (ii) if the failure to correct the nonconformities defeats the essential purpose of the Task Order, to terminate the applicable Task Order, return to UrbanSDK the Software, Documentation, and all related materials, and recover Client’s direct damages subject to the limitations contained in Sections 17 and 18 of this Agreement and the specific remedies as stated in the applicable Task Order. 11 THIRD PARTY HARDWARE/SOFTWARE: 11.1 Client, at its sole cost and expense, shall obtain any third-party licenses that Client deems necessary and/or useful to operate the DocuSign Envelope ID: 2236E0CA-AC3D-48BB-86CB-09EF52BF3092 Software or utilize any Deliverable. 12 SOFTWARE MAINTENANCE: 12.1 To the extent Client wishes to obtain Software Maintenance Services, Client shall execute a separate software maintenance Task Order. 13 TAXES: 13.1 Reserved. 14 PERSONNEL: 14.1 Personnel will at all times be considered employees or agents of the party providing such personnel and will not for any purpose be considered employees or agents of the other party. Each party shall assume full responsibility for the actions or inactions of the personnel it provides, and shall be solely responsible for the supervision, direction, control, salaries, workers’ compensation coverage, disability and other insurance, benefits, and all other obligations required by law relating to its personnel. During the term of this Agreement and for a period of two (2) years thereafter, Client shall neither solicit for employment nor employ any employee or independent contractor of UrbanSDK. 15 EXPORT ADMINISTRATION: 15.1 Unless otherwise specifically provided in the applicable Task Order, Client may use the Software only in the United States. In no event may Client export any Software or use any Software outside the United States unless it has complied fully with all relevant regulations of the U.S. Department of Commerce and with the U.S. Export Administration Act. Client will deliver to UrbanSDK any requested certifications of compliance within a reasonable amount of time following UrbanSDK’s request. 16 TERMINATION: 16.1 Client may terminate this Agreement and all licenses granted under all Task Orders issued hereunder for any reason upon ninety (90) days prior written notice to UrbanSDK, provided, however, termination under this paragraph will not affect payment obligations incurred (i) pursuant to the terms contained in this Agreement or any Task Order prior to the effective date of termination, and (ii) for any costs incurred, including without limitation commitments to purchase products or services from third parties which were entered into by UrbanSDK in the course of performance hereunder. Such costs may include, but shall not be limited to, cancellation fees, minimum consulting fees, and non-refundable charges or fees for third party products or services. Should Client terminate this Agreement, pursuant to the provisions of this Paragraph 16.1, then upon the effective date of such termination and as a condition precedent to the effectiveness of such termination, Client shall pay to UrbanSDK a termination fee (the “Termination Fee”) in an amount equal to twenty percent (20%) of the remaining payments to be made by UrbanSDK between the effective date of termination and the date that the Agreement would have naturally expired had the Agreement been neither renewed beyond its then current Term nor terminated pursuant to the provisions of this Section. Client agrees that in the event that it terminates this Agreement pursuant to the provisions of this Paragraph 16.1, UrbanSDK will suffer damages in an amount that is unknown and not capable of being determined with any degree of certainty and that the Termination Fee is reasonable and shall be designated by the parties and considered for all purposes as liquidated damages for the early termination of this Agreement. During the period between Client’s delivery of the Termination Notice and the effective date of termination, Client shall continue to make all payments to UrbanSDK in accordance with this Agreement for all Deliverables delivered by UrbanSDK during such time. 16.2 Upon termination of this Agreement, each party shall promptly return to the other any and all personal property of the other held by such party; provided, that if, and so long as, any fees required to be paid by Client to UrbanSDK have not been paid, then UrbanSDK shall not be required to return to Client any personal property of Client held by UrbanSDK, and UrbanSDK shall have a lien on such property, to the extent of the amounts unpaid by Client. 17 WARRANTIES: 17.1 UrbanSDK warrants that the Services provided pursuant to the terms contained in this Agreement shall be performed with that degree of skill and judgment normally exercised by recognized professional firms performing services of the same or substantially similar nature. The exclusive remedy for any breach of the foregoing warranty shall be that UrbanSDK, at its own expense, and in response to written notice of a warranty claim by Client within ninety (90) days after performance of the Services at issue, shall, at its own option, either (i) re-perform the Services to conform to this standard; or (ii) refund to Client amounts paid for non-conforming Services. 17.2 UrbanSDK SPECIFICALLY DISCLAIMS ANY OTHER EXPRESS OR IMPLIED STANDARDS, GUARANTEES, OR WARRANTIES, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR ANY WARRANTIES THAT MAY BE ALLEGED TO ARISE AS A RESULT OF CUSTOM OR USAGE. DocuSign Envelope ID: 2236E0CA-AC3D-48BB-86CB-09EF52BF3092 17.3 Client represents and warrants to UrbanSDK that it has the right to use, disclose and disseminate the information, specifications and data that it has provided or will provide to UrbanSDK in order for UrbanSDK to perform the Services and to create the Deliverables, if any, identified in Task Orders. Client further represents and warrants that possession and use of the information, specifications and data by UrbanSDK under the terms of this Agreement will not constitute an infringement upon any copyright, trade secret, or other intellectual property right of any third party. 18 LIMITATION OF LIABILITY: 18.1 UrbanSDK’s total liability to Client for any and all liabilities, claims or damages arising out of or relating to this Agreement, howsoever caused and regardless of the legal theory asserted, including breach of contract or warranty, tort, strict liability, statutory liability or otherwise, shall not, in the aggregate, exceed the amount actually paid to UrbanSDK under the subject Task Order for the six (6) month period immediately preceding such liability, claim, or damage. 18.2 IN NO EVENT SHALL URBANSDK BE LIABLE TO CLIENT FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOST BUSINESS OPPORTUNITIES, LOSS OF USE OR EQUIPMENT DOWN TIME, AND LOSS OF OR CORRUPTION TO DATA) OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE LEGAL THEORY UNDER WHICH SUCH DAMAGES ARE SOUGHT, AND EVEN IF URBANSDK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSS. 18.3 Any claim by Client against UrbanSDK relating to this Agreement, other than in warranty, must be made in writing and presented to UrbanSDK within one year after the earlier of: (i) the date on which Client accepts the Deliverable(s) at issue; or (ii) the date on which UrbanSDK completes performance of the Services at issue. 19 INDEMNITY: 19.1 UrbanSDK shall indemnify, defend, and hold Client harmless from and against any liability and costs incurred by Client to the extent that such liability and/or costs are the result of any claim or suit brought against Client by a third party alleging that Software provided to Client pursuant to a Task Order hereunder infringes a United States patent or infringes a United States copyright provided that Client; (i) notifies UrbanSDK in writing of such action within fifteen (15) days after the receipt by Client of notice of such action and thereafter permits Landlord to control the defense of such action, including the settlement of same (ii) gives UrbanSDK full information, and assistance in settling and/or defending the claim or suit, and; (iii) gives UrbanSDK full authority and control of the defense and/or settlement of any such claim or suit. Client shall not settle or compromise any such claim, action or allegation, except with prior written consent of UrbanSDK. UrbanSDK shall not be liable for any costs or expenses incurred by Client without UrbanSDK’s prior written authorization or for any claim based on the use or combination of the Software with any other software not provided by or through UrbanSDK. 19.2 In the event any such infringement claim, action or allegation is brought or threatened, without limiting the foregoing, UrbanSDK may, at its sole option and expense: (i) procure for Client the right to continue use of the UrbanSDK Software or infringing part thereof and on commercially reasonable terms, (ii) modify or amend the Software or infringing part thereof or replace the Software or infringing part thereof with other software having substantially the same or better capabilities; or, if neither of the foregoing is commercially practicable, or (iii) terminate this Agreement and/or the License and Task Order at issue and repay to Client the license fee paid by the Client to UrbanSDK for the Software, less depreciation based on a five year straight-line depreciation schedule. UrbanSDK and Client will then be released from any further obligation to the other pursuant to the terms contained in this Agreement, except for the obligations of indemnification provided for above and such other obligations that survive termination. 19.3 The foregoing obligations shall not apply to the extent the infringement arises as a result of modifications to the Software made by any party other than UrbanSDK or UrbanSDK’s authorized representative. 19.4 THE FOREGOING STATES THE ENTIRE LIABILITY OF URBAN SDK WITH RESPECT TO INFRINGEMENT OF ANY U.S. COPYRIGHT OR PATENT. 20 NON-WAIVER OF RIGHTS: 20.1 The failure of either party to insist upon performance of any provision of this Agreement, or to exercise any right, remedy or option provided herein, shall neither be construed as a waiver of the right to assert any of the same or to rely on any such terms or conditions at any time thereafter, nor in any way affect the validity of this Agreement. 21 SEVERABILITY: 21.1 If any covenant, condition, term, or provision contained in this Agreement is held or finally determined to be invalid, illegal, or unenforceable in any respect, in whole or in part, such covenant, condition, term, or provision shall be severed from this Agreement, and the remaining covenants, conditions, terms and provisions contained herein shall continue in force and effect, and shall in no way DocuSign Envelope ID: 2236E0CA-AC3D-48BB-86CB-09EF52BF3092 be affected, prejudiced or disturbed thereby. 22 CONFLICTING PROVISIONS: 22.1 This Agreement and all of the Task Orders are intended to be read and construed in harmony with each other, but in the event any provision in any Task Order conflicts with any provision of this Agreement, the provisions in the Task Order shall control. 23 ASSIGNMENT: 23.1 Client may not sell, assign, transfer, or otherwise convey any of its rights or delegate any of its duties pursuant to the terms contained in this Agreement or any Task Order issued hereunder without the prior written consent of UrbanSDK. 24 APPLICABLE LAW: 24.1 This Agreement shall be governed by and construed under the laws of the State of Texas, without regard to its laws relating to conflict or choice of laws. Any action to enforce or interpret the provisions of this Agreement shall be brought in the applicable state or federal court sitting in Denton County, Texas. 25 INTERPRETATION: 25.1 The captions and headings used in this Agreement are solely for the convenience of the parties, and the text of the Agreement shall govern in the event of any conflict or ambiguity. Each party has read and agreed to the specific language of this Agreement; therefore no conflict, ambiguity, or doubtful interpretation shall be construed against the drafter. The use in this Agreement of the singular form of a term or definition also shall denote the plural forms of such term or definition, and vice-versa, as in each case the context may require. 26 DISPUTES: 26.1 Except for UrbanSDK’s right to bring an action for injunctive relief, specific performance and other equitable relief (including the remedy of rescission) to enforce or prevent a breach of or default under, or threatened breach of or default under, any term or condition contained in this Agreement then in the event of any dispute, controversy or claim of any kind or nature arising under or in connection with this Agreement (a “Dispute”), then upon the written request of either party, each of the parties will appoint a designated senior business executive whose task it will be to meet for the purpose of endeavoring to resolve the Dispute. The designated executives will meet as often as the parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter in issue which the parties believe to be appropriate and germane in connection with its resolution. Such executives will discuss the Dispute and will negotiate in good faith in an effort to resolve the Dispute without the necessity of any formal proceeding relating thereto. The specific format for such discussions will be left to the discretion of the designated executives. No formal proceedings for the resolution of the Dispute under this Section may be commenced until the earlier to occur of (i) a good faith mutual conclusion by the designated executives that an amicable resolution through continued negotiation of the matter in issue does not appear likely or (ii) the thirtieth (30th) day after the initial request to negotiate the Dispute. Any Dispute, arising under, out of, in connection with, or in relation to this Agreement or any Task Order, if not resolved informally through negotiation between the parties, will be resolved by final and binding arbitration conducted in accordance with and subject to the Commercial Arbitration Rules of the American Arbitration association (“AAA”) then applicable. Two (2) arbitrators will be selected by the parties’ mutual agreement or, failing that, by the AAA. The arbitrators will each be lawyers with at least ten (10) years of legal experience in the fields of software and information technology. The arbitrators will allow such discovery as is appropriate and consistent with the purposes of arbitration in accomplishing fair, speedy, and cost effective resolution of disputes. The arbitration will be conducted under the Federal Rules of Civil Procedure then in effect. Judgment upon the award rendered in any such arbitration may be entered in any court having jurisdiction thereof. Any negotiation or arbitration conducted pursuant to this Section will take place in Denton County, Texas, and each party will bear its own costs and expenses with respect to any such negotiation or arbitration, including one-half of the fees and expenses of the arbitrators, if applicable. Other than those matters involving injunctive relief or any action necessary to enforce the award of the arbitrator, the parties agree that the provisions of this Section are a complete defense to any suit, action, or other proceeding instituted in any court or before any administrative tribunal with respect to any Dispute. Nothing in this Section prevents the parties from exercising their rights to terminate this Agreement in accordance with the provisions contained herein. 27 FORCE MAJEURE: 27.1 Excluding Client’s payment obligations hereunder, neither party shall be liable for any failure of or delay in performance of its obligations pursuant to the terms contained in this Agreement to the extent such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of God, acts of a public enemy, fires, floods, terrorism, wars, civil disturbances, sabotage, accidents, insurrections, blockades, embargoes, storms, explosions, labor disputes (whether or not the employees' demands are reasonable and within the party's power to satisfy), acts of any governmental body, failure or delay of third parties or governmental bodies from whom a party is obtaining or must obtain approvals, authorizations, licenses, franchises or permits, or inability to obtain labor, materials, equipment, or transportation (collectively referred to herein as "Force Majeure"). Each party shall use commercially reasonable efforts to minimize the duration and consequences of any failure of or delay in performance resulting from DocuSign Envelope ID: 2236E0CA-AC3D-48BB-86CB-09EF52BF3092 a Force Majeure event. UrbanSDK shall immediately notify the City of Denton Procurement Manager 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. 28 MULTIPLE COPIES OR COUNTERPARTS OF AGREEMENT, FACSIMILE SIGNATURES: 28.1 This Agreement may be executed in any number of counterparts, and each such counterpart shall be deemed to be an original signature page to this Agreement. All such counterparts shall be considered one and the same contract and shall become effective when two (2) or more counterparts have been executed by each party hereto and delivered (including by facsimile, telecopy or other electronic device) to the other party hereto, it being understood that all parties hereto need not execute the same counterpart. Any counterpart or other signature hereupon delivered by facsimile, telecopy or other electronic device shall be deemed for all purposes as constituting good and valid execution and delivery of this Agreement by such party. 29 NOTICES: 29.1 All notices required or permitted hereunder shall be in writing and shall be given by personal service, registered mail or U.S. Certified Mail return receipt requested, or by nationally recognized overnight mail service/courier with delivery confirmation, to the other party at its respective address contained below. Mailed notices and notices by overnight courier shall be deemed to be given upon actual receipt by the party to be notified. If to Urban SDK: Urban SDK, Inc. Attn.: Mr. Justin Dennis 112 West Adams Street, 4th floor Jacksonville, Florida 32202 If to Client: City of Denton Legal Department 215 E. McKinney Street Denton, TX. 76201 A party may change its address or addresses contained above by giving the other party notice of the change in accordance with the provisions of this Section. 30 RELATIONSHIP OF PARTIES: 30.1 UrbanSDK is an independent contractor in all respects with regard to this Agreement. Nothing contained in this Agreement shall: (i) authorize or empower either party to act as partner or agent of the other party in any manner; (ii) authorize, or empower or deem one party to assume or create any obligation or responsibility whatsoever, express or implied, on behalf of or in the name of any other party; or (iii) authorize, empower or deem a party to bind any other party in any manner or make any representation, warranty, covenant, agreement, or commitment on behalf of any other party. 31 THIRD PARTY BENEFICIARIES: 31.1 This Agreement does not create, and shall not be construed as creating, any rights or interests enforceable by any person not a party to this Agreement. 32 WAIVER OR MODIFICATION: 32.1 This Agreement may be modified, or part or parts hereof waived, only by an instrument in writing specifically referencing this Agreement and signed by an authorized representative of the party against whom enforcement of the purported modification or waiver is sought. 33 ENTIRE AGREEMENT: 33.1 This Agreement, including any Task Orders and other ancillary documents issued hereunder and incorporated by reference, constitutes the entire agreement and understanding between the parties and supersedes and replaces any and all prior or contemporaneous proposals, agreements, understandings, commitments or representations of any kind, whether written or oral, relating to the subject matter hereof or the Services to be performed hereunder. DocuSign Envelope ID: 2236E0CA-AC3D-48BB-86CB-09EF52BF3092 34 SURVIVAL: 34.1 In the event of any termination of this Agreement, Sections 6.1, 6.2, 6.4, 6.5, 6.7, 6.8, 8, 9, 14.1, 16, 17, 18, 19, 21, 22, 24, 26 and 35 hereof shall survive and continue in effect, unless a specific term of survival is listed in a separate Task Order. The provisions of this Paragraph 34.1 shall inure to the benefit of and be binding upon the parties, their successors, and permitted assigns. 35 JURY TRIAL WAIVER: 35.1 UrbanSDK and Client each hereby irrevocably, knowingly and voluntarily waive trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other or their successors in respect to any matter arising out of or in connection with this Agreement. 36 INTERNET: 36.1 The Software may allow transaction processing, accept data transmitted and transmit data via the Internet using UrbanSDK supplied or mutually agreed upon processes, formats, transactions, and/or software products. Related to these Internet offerings, Client is responsible for providing its own Internet service provider and agrees to use the browser software as indicated by UrbanSDK. Client understands, acknowledges, and agrees that UrbanSDK has no responsibility for the customer relationship with, cost of, or performance of Client's Internet service provider (the “ISP”). Similarly, UrbanSDK assumes no risk for the performance of any Client provided or ISP associated software or hardware. Additionally, UrbanSDK assumes no liability for any data once transported onto the Internet. [The remainder of this page was left blank intentionally.] IN WITNESS WHEREOF, UrbanSDK and Client have executed this Agreement by their duly authorized representatives to be effective as of the Effective Date contained in the preamble hereof. URBAN SDK, INC. CITY OF DENTON By: ______________________ By: _________________________ Name: ______________________ Name: _________________________ Title: ______________________ Title: _________________________ DocuSign Envelope ID: 2236E0CA-AC3D-48BB-86CB-09EF52BF3092 Drew Messer CEO Director Scott McDonald 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 CITY MANAGER ATTEST: JESUS SALAZAR, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _______________________________ DocuSign Envelope ID: 2236E0CA-AC3D-48BB-86CB-09EF52BF3092 Development Services Director Scott McDonald LAUREN THODEN, 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) and by City of Denton Ethics Code, Ordinance 18-757. 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 Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relations hip with the local government 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 176.00 1(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: 2236E0CA-AC3D-48BB-86CB-09EF52BF3092 Urban SDK, Inc. X 4/2/2024 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code § 176.003(a)(2)(A) and (B): (A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code § 176.006(a) and (a-1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. City of Denton Ethics Code Ordinance Number 18-757 Definitions: Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 DocuSign Envelope ID: 2236E0CA-AC3D-48BB-86CB-09EF52BF3092 Certificate Of Completion Envelope Id: 2236E0CAAC3D48BB86CB09EF52BF3092 Status: Completed Subject: Please DocuSign: City Council Contract 8468 Vision Zero Software Source Envelope: Document Pages: 13 Signatures: 7 Envelope Originator: Certificate Pages: 6 Initials: 1 Christina Dormady AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 christina.dormady@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 3/28/2024 3:27:53 PM Holder: Christina Dormady christina.dormady@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Christina Dormady christina.dormady@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 3/28/2024 3:49:04 PM Viewed: 3/28/2024 3:49:16 PM Signed: 3/28/2024 3:50:31 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: 3/28/2024 3:50:33 PM Viewed: 3/29/2024 8:12:30 AM Signed: 3/29/2024 9:33:57 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Senior Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 3/29/2024 9:33:59 AM Viewed: 3/29/2024 9:34:22 AM Signed: 4/2/2024 7:38:26 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Drew Messer drew.messer@urbansdk.com CEO Urban SDK, Inc Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 99.145.101.26 Signed using mobile Sent: 4/2/2024 7:38:28 PM Viewed: 4/2/2024 8:13:39 PM Signed: 4/2/2024 8:14:58 PM Electronic Record and Signature Disclosure: Accepted: 4/2/2024 8:13:39 PM ID: 5e5f91e3-f056-4a69-b21f-9f0b3e910d21 Signer Events Signature Timestamp Scott McDonald Scott.mcdonald@cityofdenton.com Director Security Level: Email, Account Authentication (None)Signature Adoption: Drawn on Device Using IP Address: 75.18.40.142 Signed using mobile Sent: 4/2/2024 8:15:00 PM Viewed: 4/2/2024 8:29:03 PM Signed: 4/2/2024 8:29:43 PM Electronic Record and Signature Disclosure: Accepted: 4/2/2024 8:29:03 PM ID: 74f52a98-c3d0-40f9-943f-7ec80b14e087 Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 4/2/2024 8:29:46 PM Viewed: 5/8/2024 10:58:51 AM Signed: 5/8/2024 10:59:28 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 5/8/2024 10:59:31 AM Viewed: 5/8/2024 11:01:24 AM Signed: 5/8/2024 11:01:31 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lauren Thoden lauren.thoden@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 5/8/2024 11:01:34 AM Resent: 5/8/2024 4:36:00 PM Viewed: 5/9/2024 10:09:10 AM Signed: 5/9/2024 10:09:54 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 Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 3/28/2024 3:50:33 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 4/2/2024 8:29:46 PM Viewed: 4/5/2024 5:56:43 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 5/9/2024 10:09:57 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Charlie Rosendahl Charlie.rosendahl@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 5/9/2024 10:09:58 AM Electronic Record and Signature Disclosure: Accepted: 9/1/2023 1:19:34 PM ID: 9eacd901-8cd3-4a60-8c2c-c969979098ce Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 3/28/2024 3:49:04 PM Envelope Updated Security Checked 3/29/2024 9:24:21 AM Envelope Updated Security Checked 3/29/2024 9:24:21 AM Envelope Updated Security Checked 3/29/2024 9:24:21 AM Envelope Updated Security Checked 5/8/2024 4:35:59 PM Envelope Updated Security Checked 5/8/2024 4:35:59 PM Certified Delivered Security Checked 5/9/2024 10:09:10 AM Signing Complete Security Checked 5/9/2024 10:09:54 AM Completed Security Checked 5/9/2024 10:09:58 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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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Drew Messer, Scott McDonald, Charlie Rosendahl 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.. 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