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7362-Signed Contract Docusign Transmittal Coversheet File Name Purchasing Contact Contract Expiration DocuSign Envelope ID: FCD87D63-8B4F-4DFD-9B88-5B319C9D1C56 NA BODY TEMPERATURE SCREENING DEVICE-WELLO, INC. FILE Crystal Westbrook 7362     3939 Belt Line Road, Suite 540 Addison, TX 75001                                                                               Phone: 469.522.5200    Company Address 3939 Belt Line Rd Suite #540 Addison, Texas 75001 United States Created Date Expiration Date Quote Number 4/13/2020 5/13/2020 00000297 Prepared By Email Matt Minyard matt.minyard@welloinc.com Contact Name Phone Crystal Westbrook (940) 349-7172 Email crystal.westbrook@cityofdenton.com Bill To Name Bill To City of Denton, TX 215 E Mckinney Street Denton, TX 76201 United States Ship To Name Ship To City of Denton, TX 215 E Mckinney Street Denton, TX 76201 United States Product Code Product Sales Price Quantity Total Price 90-0001-001 welloStationX Kiosk Bundle USD 7,500.00 1.00 USD 7,500.00 90-2000-010 Annual Monitoring USD 600.00 1.00 USD 600.00 90-3000-003 welloStationX Kiosk Extended Warranty USD 995.00 1.00 USD 995.00 Payment Terms Grand Total contains Shipping and Handling charges, $53.25. All prices are confidential. Payment is due prior to shipping. Subtotal Discount Total Price USD 9,095.00 0.00% USD 9,095.00 Grand Total USD 9,143.28 By signing and approving this quotation the customer hereby acknowledges they have received and agree to Wello Purchase Agreement. Use of this data shall not be disclosed, duplicated, used in whole or in part, by the "Proposed To" party to any person not employed or under contract by the "Proposed To" company or organization. Wello Inc. By: _______________________________ Name: ____________________________ Date:______________________________ City of Denton, TX By: ________________________________ Name: _____________________________ Date: ______________________________         DocuSign Envelope ID: FCD87D63-8B4F-4DFD-9B88-5B319C9D1C56 Matt MInyard 5/1/2020 05/01/2020 Crystal Westbrook     3939 Belt Line Road, Suite 540 Addison, TX 75001                                                                               Phone: 469.522.5200        PURCHASE AGREEMENT       Effective Date: May 1, 2020 This Purchase Agreement (this “Agreement”) is made and entered into as of the Effective Date (“Effective Date”) above by and between Wello, Inc. (Wello®) having its principal offices at 3939 Belt Line Road, Ste 540, Addison, TX 75001 (“Seller”), and City of Denton (“Customer”) located at 215 E. McKinney Street Denton, TX 76201. 1. Purchase of Products and Services: The Customer agrees to (a) purchase the Equipment more fully described in the attached Sales Quote (the “Equipment”) and pay the other costs included in the Purchase – Total Charges designated as such above (the “Purchase Price”), and (b) subscribe to the monitoring services (“Annual Monitoring”) available at the Wello® Customer Portal (www.welloinc.net) and pay the Total Annual Monitoring Fees designated as such (“Monitoring Fees”) during the term of its subscription. The “Annual Monitoring” shall continue for a term of one (1) year from the date of delivery, after which it shall continue for a succeeding one (1) year period unless Customer shall send written notice to Wello on or before the date that is two (2) months prior to the end of the term (or renewal term) of this Agreement. Such renewal shall be upon the same terms and conditions. 2. Pricing and Payment: a. Sales Quote prices are expressed in U.S. Dollars, are not subject to offsets or price credits and are based on delivery of the Products F.O.B. point of shipment. Sales Quote is valid through listed expiration date. 50% of the Purchase Price, together with the first installment of the Monitoring Fees may be due upon execution and acceptance of the Sales Quote. The balance of the delivery and Setup Costs and the Purchase Price is due within thirty (30) days of the date of installation. b. Wello will invoice Customer annually in advance for Monitoring Fees. Payments for such amounts are due within thirty (30) days of the receipt of invoice. Amounts outstanding past their due dates may be assessed a late fee at Wello’s DocuSign Envelope ID: FCD87D63-8B4F-4DFD-9B88-5B319C9D1C56     3939 Belt Line Road, Suite 540 Addison, TX 75001                                                                               Phone: 469.522.5200    sole discretion in the amount of one percent (1.5%) per month or the maximum amount provided by applicable law, whichever is greater. Wello shall not be obligated to accept or deliver orders from Customer if Customer does not or later cannot meet Wello’s credit requirements. If, in Wello’s judgment, the Customer's financial condition at any time does not justify continuing production or delivery on the above payment terms, Wello may require full or partial payment in advance. c. Wello product prices do not include any taxes, fees, duties, licenses, tariffs or 3939 Belt Line Road, Suite 540 Addison, levies, however designated, now or hereafter enacted that are imposed on the items listed in this Sales Quote or to any transactions contemplated hereby or to the purchase, sale, transportation, delivery or use of the same, all of which shall be paid by the Customer. Taxes will be added to the invoice where Wello is required by law to collect them and will be paid by Customer unless Customer provides Wello with the proper tax exemption certificate. 3. Title & Security Interest: Title in the Equipment will pass to the Customer on the date of shipment and, for installed Equipment to be converted to purchase, on the date the lease or rental Agreement covering the conversion to purchase, on the date the lease or rental Agreement covering the installed Equipment is terminated. Wello reserves a purchase money security interest in the Equipment until payment in full under the terms stated here. A copy of this Agreement may be filed in order to protect Wello’s security interest. At Wello’s request, the Customer will provide reasonable financial information to Wello for purposes of establishing credit. 4. Delivery: All Equipment will be delivered F.O.B. Addison, TX. The method of Shipment is UPS. Deliver to the Customer at the address listed on the Sales Quote. 5. Installation of Equipment: Wello will provide guidance as to the placement of the Equipment. The Customer will prepare the installation site according to Wello’s instruction and cooperate with Wello installing the Equipment as necessary. Equipment can be installed by the Customer following the guidelines set forth in the User Manual. If itemized in the Sales Quote, Wello or a designated installer can install the Equipment. Any installation charges, per diem and travel costs listed in Sales Quote are estimates only and shall be adjusted at the time of DocuSign Envelope ID: FCD87D63-8B4F-4DFD-9B88-5B319C9D1C56     3939 Belt Line Road, Suite 540 Addison, TX 75001                                                                               Phone: 469.522.5200    installation. Unless Customer otherwise indicates, upon signing of the Ownership Transfer Form, it shall be conclusively presumed that said Equipment was in good condition when received and that Customer has accepted and approved the same. 6. Service Term and Termination: The subscription to the Annual Monitoring and the obligation to pay Monitoring Fees will continue for a term of one (1) year from the date of delivery, after which it shall continue for a succeeding one (1) year period unless Customer shall send written notice to Wello on or before the date that is two (2) months prior to the end of the term (or renewal term) of this Agreement. Such renewal shall be upon the same terms and conditions. Except as otherwise set forth herein this Agreement may be terminated earlier only by the mutual written consent of Wello and Customer. 7. Website Access: Wello shall make commercially reasonable efforts to make the services subscribed to by the Customer and referenced herein available at the Wello Customer Portal (www.welloinc.net) 24 hours a day, 365 days each calendar year for the number of users determined upon sale. There is to be at least one Customer representative listed as having administrative access. 8. Support: Wello shall provide telephonic support to Customer at no charge to Customer. Wello shall have the right to change the terms of its technical support, including without limitation, the right to limit the amount of technical support and/or charge for the same. Wello on-site support is available on a time and materials basis with a minimum of two hours per incident plus actual travel expenses. 9. Training: Wello will train the individuals designated by Customer during the installation process and thereafter will provide either online or on-site training at its then current rates (if applicable). 10. Customer responsibilities: a. Customer agrees to provide an available on-site responsible person to help us with any issues related to installation or maintenance. b. Customer agrees to provide any and all LAN connections and Wireless Lan connections prior to onsite installation. c. Customer agrees to provide offsite data access in the event it is needed. d. Customer agrees to make Wello aware of any issues it is experiencing with the Equipment or Services. DocuSign Envelope ID: FCD87D63-8B4F-4DFD-9B88-5B319C9D1C56     3939 Belt Line Road, Suite 540 Addison, TX 75001                                                                               Phone: 469.522.5200    e. Customer agrees that the efficacy of the Equipment requires enforcement and will make every attempt to follow guidelines recommended by Wello. 11. Payment: Unless otherwise documented on the Sales Quote under Payment Terms, all payments are due upon receipt of Equipment. Payments should be made directly to Wello or Wello’s Assigns. The Customer agrees to pay all freight, insurance, handling, shipping, and delinquent payments at the maximum lawful rate and agrees to pay for collection costs and any attorney fees incurred by Wello in collecting payment. 12. Taxes: The Customer agrees to pay amounts equal to any applicable tax resulting from this Agreement or any activities under the terms stated here exclusive of taxes based on net income. The Customer bears any personal property tax levied on the Equipment to the carrier. 13. Warranty: 13.1 Equipment. Wello warrants for a period of one (1) year after the date of delivery that the Equipment, excluding consumable supplies, will be free from the defects in material and workmanship. Wello’s sole obligation under this warranty is to repair or replace the defective parts at no charge to the Customer. All replaced parts shall become the property of Wello. Extended Warranty options are available but must be purchased at the time of the initial Equipment sale and listed on attached Sales Quote to be valid. 13.2 Excluded Claims. Wello will have no obligation under this Agreement if: (1) repair or replacement of the Equipment or parts is required as a result of normal wear and tear or necessitated in whole or in part by catastrophe or causes external to the Equipment; (2) the Equipment has been maintained, repaired, relocated, or reconfigured other than by an authorized representative or has been modified or adapted in any manner; (3) the Equipment has not been properly used or maintained in accordance with then applicable operating and maintenance manuals; (4) the Customer does not notify Wello in writing during the warranty period with detail on any defect or error in the Equipment; and (5) the Equipment has been previously installed under a rental or lease Agreement with the Customer or is sold to the Customer as used Equipment. 13.3 Exclusive Warranty. The Foregoing warranties are exclusive of and are in lieu of all other warranties, express or implied, including without limitation any warranty of merchantability or fitness for a particular purpose. DocuSign Envelope ID: FCD87D63-8B4F-4DFD-9B88-5B319C9D1C56     3939 Belt Line Road, Suite 540 Addison, TX 75001                                                                               Phone: 469.522.5200    14. Patents: 14.1 Indemnification. Wello will defend the Customer against a claim that the Equipment furnished under the terms stated here infringes on a United States patent or copyright. Wello will pay resulting costs, damages, and attorney’s fees finally awarded, provided that the Customer gives Wello immediate written notice of any such claim and sole control of the defense and all related settlement negotiations. 14.2 Exclusions. However, Wello will have no liability for any claim based upon or arising out of (1) combination, operation, or use of any Equipment in a manner for which it was neither designed nor contemplated; or (2) any modification of any Equipment by the customer or any third party that causes the Equipment to become infringing. This Section 13 states the entire obligation of Wello with respect to infringements. 15. Limitation of Liability: a. Wello is not liable for failure to fulfill its obligations due to causes beyond its control; b. In no event will Wello be liable for any lost savings, lost profits, lost data, or other consequential or incidental damages, even if Wello has been advised of the possibility of such potential damages or for any claim against the Customer by any other Party; and c. Wello’s total liability to the Customer for damages from any cause whatsoever, and regardless of the form of action, whether in contract or in tort, including negligence, is limited to actual damages up to the purchase price or license fee paid for the specific Equipment under the Agreement that caused the damages or that is the subject matter of the Agreement or is directly related to the cause of action. This limitation of liability will not apply to personal injury caused by Wello. 16. Statutes of Limitation: No action, regardless of form, arising out of this Agreement may be brought by either party more than Eighteen (18) months after the cause of action has arisen or, in the case for nonpayment, more than Eighteen (18) months from the date the last payment was due. 17. General Provisions: 17.1 Independent Contractors. The relationship between both parties established by this Agreement is that of independent contractors, and nothing contained in this Agreement shall be construed to give either party the power to direct and control the day-to-day activities of the other. Neither party is an agent, representative or partner of the other DocuSign Envelope ID: FCD87D63-8B4F-4DFD-9B88-5B319C9D1C56     3939 Belt Line Road, Suite 540 Addison, TX 75001                                                                               Phone: 469.522.5200    party. Neither party shall have any right, power or authority to enter into any agreement for, or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture, or partnership between the parties or to impose any liability attributable to such relationship upon either party. 17.2 Publicity. Neither party will make any public announcement or issue any press release concerning the terms of this Agreement without the prior approval of both parties. If the parties mutually agree to issue a press release concerning the issues described in this Agreement, the parties shall cooperate to mutually agree on a press release describing the relationship based on this Agreement, and to issue such press release in the normal course of business. 17.3 Governing Law & Jurisdiction. This agreement and the parties’ actions under this Agreement shall be governed by and construed under the laws of the state of Texas, without reference to conflict of law principles. The parties hereby expressly consent to the jurisdiction and venue of the federal and state courts within the state of Texas. Each party hereby irrevocably consents to the service of process in any such action or proceeding by the mailing of copies thereof by registered or certified mail, postage prepaid, to such party at its address set forth in the preamble of this Agreement, such service to become effective thirty (30) days after such mailing. 17.4 Entire Agreement. This Agreement, including the attached exhibits, constitutes the entire Agreement between both parties concerning this transaction, and replaces all previous communications, representations, understandings, and Agreements, whether verbal or written between the parties to this Agreement or their representatives. No representations or statements of any kind made by either party. That are not expressly stated in this Agreement, shall be binding on such parties. 17.5 All Amendments in Writing. No waiver, amendment or modification of any provisions of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom such waiver, amendment or modification is sought to be enforced. Furthermore, no provisions in either party’s purchase orders, or in any other business forms employed by either party will supersede the terms and conditions of this Agreement. 17.6 Notices. Any notice required or permitted by this Agreement shall be deemed given if sent by registered mail, postage prepaid with return receipt requested, addressed to the other party at the address set forth in the preamble of this Agreement or at such other address for which such party gives notice hereunder. Delivery shall be deemed effective three (3) days after deposit with postal authorities. DocuSign Envelope ID: FCD87D63-8B4F-4DFD-9B88-5B319C9D1C56     3939 Belt Line Road, Suite 540 Addison, TX 75001                                                                               Phone: 469.522.5200    17.7 Costs of Legal Action. In the event any action is brought to enforce this Agreement, the prevailing party shall be entitled to recover its costs of enforcement including, without limitation, attorneys’ fees and court costs. 17.8 Inadequate Legal Remedy. Both parties understand and acknowledge that violation of their respective covenants and Agreements may cause the other irreparable harm and damage, that may not be recovered at law, and each agrees that the other’s remedies for breach may be in equity by way of injunctive relief, as well as for damages and any other relief available to the non-breaching party, whether in law or in equity. 17.9 Arbitration. Any dispute relating to the interpretation or performance of this Agreement shall be resolved at the request of either party through binding arbitration. Arbitration shall be conducted in Dallas County, Texas in accordance with the then- existing rules of the American Arbitration Association. Judgement upon any award by the arbitrators may be entered by any state or federal court having jurisdiction. Both parties intend that this Agreement to arbitrate be irrevocable. 17.10 Delay is Not a Waiver. No failure or delay by either party in exercising any right, power or remedy under this Agreement, except as specifically provided in this Agreement, shall operate as a waiver of any such right, power or remedy. 17.11 Force Majeure. In the event that either party is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of any Act of God, strike, fire, flood, governmental acts, orders or restrictions, Internet system unavailability, system malfunctions or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non-performing party (a “Force Majeure Event”), the party who has been so affected shall give notice immediately to the other party and shall use its reasonable best efforts to resume performance. Failure to meet due dates resulting from a Force Majeure Event shall extend such due dates for a reasonable period. However, if the period of nonperformance exceeds sixty (60) days from the receipt of notice of the Force Majeure Event, the party whose ability to perform has not been affected may, by giving written notice, terminate this Agreement effective immediately upon such notice or at such later date as is therein specified. 17.12 Non-Assignability & Binding Effect. Without prior written consent of Wello, the Customer may not assign the Agreement. Any attempt by the Customer to assign any of the rights or obligation of the Agreement without such consent is void. 17.13 Severability. If any provisions of this Agreement are held by a court of competent jurisdiction to be invalid under any applicable statute or rule of law, they are to the extent to be deemed omitted and the remaining provisions of this Agreement shall remain in full force and effect. DocuSign Envelope ID: FCD87D63-8B4F-4DFD-9B88-5B319C9D1C56     3939 Belt Line Road, Suite 540 Addison, TX 75001                                                                               Phone: 469.522.5200    17.14 Cumulative Rights. Any specific right or remedy provided in this Agreement will not be exclusive but will be cumulative upon all other rights and remedies described in this section and allowed under applicable law. 17.15 Headings. The titles and headings of the various sections in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever, or to explain, modify, or place any construction upon or on any of the provisions of this Agreement. 17.16 Counterparts. This Agreement may be executed in multiple counterparts, any one of which will be considered an original, but all of which will constitute one and the same instrument. 17.17 Survival of Certain Provisions. The warranties and the indemnification and confidentiality obligations set forth in the Agreement shall survive the termination of the Agreement by either party for any reason. 18. Appropriations. Wello acknowledges and agrees that the awarding or continuation of this Contract is dependent upon the availability of funding. The City’s payment obligations are payable only and solely from funds appropriated and available for this Contract. The absence of appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not appropriated or available and any deliverables delivered but unpaid shall be returned to the Respondent. The City will not incur a debt or obligation to pay Respondent any amounts the City does not have the current funds available to pay. 19. Termination. Notwithstanding any other provision of this Agreement, either party may terminate by giving thirty (30) days’ advance written notice to the other party. Confidentiality. Wello 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 Wello to the City of Denton shall become property of the City upon receipt. Any portions of such material claimed by Wello to be proprietary must be conspicuously 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. DocuSign Envelope ID: FCD87D63-8B4F-4DFD-9B88-5B319C9D1C56     3939 Belt Line Road, Suite 540 Addison, TX 75001                                                                               Phone: 469.522.5200    IN WITNESS WHEREOF, and in consideration of the mutual promises contained in this Agreement and other good and sufficient consideration, the receipt and adequacy of which is hereby acknowledged, each Party, intending to be legally bound, has caused this Agreement to be executed by its authorized representative as of the date listed below (“Effective Date”). By signing below, each Party agrees that it has read and fully understands all the terms and conditions in the Agreement and agrees and accepts all the foregoing.  Wello, Inc City of Denton Sign: Sign: Print: Print: Title: Title: Date: Date: DocuSign Envelope ID: FCD87D63-8B4F-4DFD-9B88-5B319C9D1C56 5/1/2020 Matt Minyard Business Development Manager 05/01/2020 Buyer Crystal Westbrook CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: FCD87D63-8B4F-4DFD-9B88-5B319C9D1C56 WELLO, INC. N/A Crystal Westbrook 5/1/2020 Certificate Of Completion Envelope Id: FCD87D638B4F4DFD9B885B319C9D1C56 Status: Completed Subject: ***Purchasing Approval*** 7362-Wello, Inc. Source Envelope: Document Pages: 12 Signatures: 5 Envelope Originator: Certificate Pages: 5 Initials: 0 Crystal Westbrook AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 crystal.westbrook@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 5/1/2020 2:20:28 PM Holder: Crystal Westbrook crystal.westbrook@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Crystal Westbrook crystal.westbrook@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 5/1/2020 4:18:23 PM Viewed: 5/1/2020 4:18:30 PM Signed: 5/1/2020 4:19:16 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Matt Minyard matt.minyard@welloinc.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 208.70.186.27 Sent: 5/1/2020 4:19:17 PM Viewed: 5/1/2020 4:57:48 PM Signed: 5/1/2020 4:58:53 PM Electronic Record and Signature Disclosure: Accepted: 5/1/2020 4:57:48 PM ID: 18f113a8-b352-479d-98d1-bf630c01193e Crystal Westbrook crystal.westbrook@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 5/1/2020 4:58:55 PM Viewed: 5/1/2020 5:01:19 PM Signed: 5/1/2020 5:01:53 PM 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 Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 5/1/2020 4:58:55 PM Certified Delivered Security Checked 5/1/2020 5:01:19 PM Signing Complete Security Checked 5/1/2020 5:01:53 PM Completed Security Checked 5/1/2020 5:01:53 PM 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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