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6518 JTS Contract Executed Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Contract Value Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 December 12, 2017 Contract Robyn Forsyth 6518 RADIO COMMUNICATIONS $196,496.99 6518 JTS No N/A 2017-397 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND JTS INC. (FILE 6518) THIS CONTRACT is made and entered into this date ______________________, by and between Johnston Technologies Inc. DBA JTS Inc. a corporation, whose address is 5310 S Cockrell Hill Rd, Dallas, TX 75236, 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 Supplier shall provide products and/or services in accordance with the Texas DIR Contract DIR-TSO-2678 – Data Communications and Networking Equipment and Related Services, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. 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) Texas DIR Contract DIR-TSO-2678 (Exhibit “B” on File at the Office of the Purchasing Agent); (c) Contractor’s Pricing Proposal (Exhibit “C”). 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.” FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 December 12, 2017 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR Johnston Technologies Inc. DBA as JTS Inc. BY: ______________________________ AUTHORIZED SIGNATURE Date: _______________________________ Name: ______________________________ Title: _______________________________ ___________________________________ PHONE NUMBER ___________________________________ EMAIL ADDRESS CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: TODD HILEMAN CITY MANAGER BY: __________________________________ Date: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _____________________________ FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 972-620-1435 john.thompson@jts.net 12/7/2017 Sales Manager John Thompson 12/13/2017 EXHIBIT A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $196,496.99. Pricing shall be per Exhibit C attached. 2. Contract Terms The Contract shall commence upon the issuance of a Notice to Proceed or Purchase Order by the City of Denton and shall automatically expire upon completion of the work or receipt of the materials, and acceptance by the City of Denton. 3. Venue This Contract is deemed to be performed in Denton County, Texas, and if legal action is necessary to enforce this Contract, exclusive venue shall lie in Denton County, Texas. FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 DIR Contract No. DIR-TSO-2678 Vendor Contract No. ________________ STATE OF TEXAS DEPARTMENT OF INFORMATION RESOURCES CONTRACT FOR PRODUCTS AND RELATED SERVICES JOHNSTON TECHNICAL SERVICES, INC. DBA JTS 1. Introduction A. Parties This Contract for products and related services is entered into between the State of Texas, acting by and through the Department of Information Resources (hereinafter “DIR”) with its principal place of business at 300 West 15th Street, Suite 1300, Austin, Texas 78701, and Johnston Technical Services, Inc. dba JTS (hereinafter “Vendor”), with its principal place of business at 5310 South Cockrell Hill Road, Dallas, Texas 75236. B. Compliance with Procurement Laws This Contract is the result of compliance with applicable procurement laws of the State of Texas. DIR issued a solicitation on the Comptroller of Public Accounts’ Electronic State Business Daily, Request for Offer (RFO) DIR-TSO-TMP-209, on December 6, 2013, for Data Communications and Networking Equipment and Related Services. DIR subsequently issued a BAFO opportunity on June 5, 2014. Upon execution of this Contract, a notice of award for RFO DIR-TSO-TMP-209 shall be posted by DIR on the Electronic State Business Daily. C. Order of Precedence For purchase transactions under this Contract, the order of precedence shall be as follows: this Contract; Appendix A, Standard Terms and Conditions For Products and Related Services Contracts; Appendix B, Vendor’s Historically Underutilized Businesses Subcontracting Plan; Appendix C, Pricing Index; Appendix D, Service Level Agreement; Exhibit 1, Vendor’s Response to RFO DIR-TSO-TMP-209, including all addenda; and Exhibit 2, RFO DIR-TSO-TMP-209, including all addenda; are incorporated by reference and constitute the entire agreement between DIR and Vendor governing purchase transactions. In the event of a conflict between the documents listed in this paragraph related to purchases, the controlling document shall be this Contract, then Appendix A, then Appendix B, then Appendix C, then Appendix D, then Exhibit 1, and finally Exhibit 2. In the event and to the extent any provisions contained in multiple documents address the same or substantially the same subject matter but do not actually conflict, the more recent provisions shall be deemed to have superseded earlier provisions. 2. Term of Contract The term of this Contract shall be two (2) years commencing on the last date of approval by DIR and Vendor. Prior to expiration of the original term, DIR and Vendor may extend the Contract, upon mutual agreement, for up to two (2) optional one-year terms. Protracted contract negotiations may, in DIR’s sole discretion, result in fewer optional terms. Page 1 of 4 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 DIR Contract No. DIR-TSO-2678 Vendor Contract No. ________________ 3. Product and Service Offerings A. Products Products available under this Contract are limited to networking products as specified in Appendix C, Pricing Index. Vendor may incorporate changes to their product offering; however, any changes must be within the scope of products awarded based on the posting described in Section 1.B above. Vendor may not add a manufacturer’s product line which was not included in the Vendor’s response to the solicitation described in Section 1.B above. B. Services Services available under this Contract are limited to related networking services as specified in Appendix C, Pricing Index. Vendor may incorporate changes to their service offering; however, any changes must be within the scope of services awarded based on the posting described in Section 1.B above. 4. Pricing Pricing to the DIR Customer shall be as set forth in Appendix A, Section 8, Pricing, Purchase Orders, Invoices and Payment, and as set forth in Appendix C, Pricing Index, and shall include the DIR Administrative Fee. 5. DIR Administrative Fee A) The administrative fee to be paid by the Vendor to DIR based on the dollar value of all sales to Customers pursuant to this Contract is three-quarters of one percent (0.75%). Payment will be calculated for all sales, net of returns and credits. For example, the administrative fee for sales totaling $100,000 shall be $750.00. B) All prices quoted to Customers shall include the administrative fee. DIR reserves the right to change this fee upwards or downwards during the term of this Contract, upon written notice to Vendor without further requirement for a formal contract amendment. Any change in the administrative fee shall be incorporated in the price to the Customer. 6. Notification All notices under this Contract shall be sent to a party at the respective address indicated below. If sent to the State: Dana L. Collins, CTPM, CTCM Manager, Contract and Vendor Management Department of Information Resources 300 W. 15th St., Suite 1300 Austin, Texas 78701 Phone: (512) 936-2233 Facsimile: (512) 475-4759 Email: dana.collins@dir.texas.gov Page 2 of 4 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 DIR Contract No. DIR-TSO-2678 Vendor Contract No. ________________ If sent to the Vendor: Kyle Fuller Johnston Technical Services, Inc. dba JTS 5310 S. Cockrell Hill Road Dallas, TX 75236 Phone: 972-620-1435 x125 Facsimile: 972-247-5023 Email: kyle@jts.net 7. Software License and Service Agreements A. Shrink/Click-wrap License Agreement Regardless of any other provision or other license terms which may be issued by Vendor after the effective date of this Contract, and irrespective of whether any such provisions have been proposed prior to or after the issuance of a Purchase Order for products licensed under this Contract, or the fact that such other agreement may be affixed to or accompany software upon delivery (shrink-wrap), the terms and conditions set forth in this Contract shall supersede and govern the license terms between Customers and Vendor. It is the Customer’s responsibility to read the Shrink/Click-wrap License Agreement and determine if the Customer accepts the license terms as amended by this Contract. If the Customer does not agree with the license terms, Customer shall be responsible for negotiating with the reseller to obtain additional changes in the Shrink/Click-wrap License Agreement language from the software publisher. B. Service Agreement Services provided under this Contract shall be in accordance with the Service Agreement as set forth in Appendix D of this Contract. No changes to the Service Agreement terms and conditions may be made unless previously agreed to by Vendor and DIR. C. Conflicting or Additional Terms In the event of a conflict between the terms of the Vendor Software License Agreements, Service Agreements or linked or supplemental documents and the Contract which amend or diminish the rights of DIR Customers or the State provided for in the Contract, such conflicting terms shall not take precedence over the terms of this Contract. In no event will any linked document alter or override any term of the Contract, nor will it change fees, prices, or the method of computing any of the foregoing. 8. Authorized Exceptions to Contract or any Appendices. No exceptions have been agreed to by DIR and Vendor. Page 3 of 4 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 DIR Contract No. DIR-TSO-2678 Vendor Contract No. ________________ This Contract is executed to be effective as of the date of last signature. JOHNSTON TECHNICAL SERVICES, INC. DBA JTS Authorized By: __Signature on File________ Name: ___Jeremy Bigham_______________ Title: ___President_____________________ Date: ___8/29/14______________________ The State of Texas, acting by and through the Department of Information Resources Authorized By: __Signature on File_______ Name: __ Karen Robinson________________ Title: ___Executive Director______________ Date: ___9/8/14________________________ Office of General Counsel: drb 9/5/14 Page 4 of 4 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 Amendment 2 Contract DIR-TSO-2678 rev. 07/21/16 Page 1 Amendment Number 2 to Contract Number DIR-TSO-2678 between State of Texas, acting by and through the Department of Information Resources and Johnston Technical Services, Inc. Dba: JTS This Amendment Number 2 to Contract Number DIR-TSO-2678 (“Contract”) is between the Department of Information Resources (“DIR”) and Johnston Technical Services, Inc. Dba: JTS (“Vendor”). DIR and Vendor agree to modify the terms and conditions of the Contract as follows: 1. Contract, Section 2. Term of Contract is hereby amended as follows: DIR and Vendor hereby agree to extend the term of the Contract for one (1) year through September 8, 2018, or until terminated pursuant to the termination clauses contained in the Contract. The contract will expire on September 8, 2018. There are no renewal options remaining. Additionally, the parties by mutual agreement may extend the term for up to ninety (90) additional calendar days. 2. Contract, Section 6. Notification, is hereby replaced in its entirety as follows: All notices under this Contract shall be sent to a party at the respective address indicated below. If sent to the State: Kelly Parker, CTPM, CTCM Director, Cooperative Contracts Department of Information Resources 300 W. 15th St., Suite 1300 Austin, Texas 78701 Phone: (512) 475-1647 Facsimile: (512) 475-4759 Email: kelly.parker@dir.texas.gov If sent to the Vendor: Kyle Fuller Johnston Technical Services, Inc. dba JTS 5310 S. Cockrell Hill Road Dallas, TX 75236 Phone: 972-620-1435 x125 Facsimile: 972-247-5023 Email: kyle.fuller@jts.net DocuSign Envelope ID: F32D966B-3EFC-4AEC-A478-89B912331D98DocuSign Envelope ID: 4D60D9F3-B026-4779-9CD0-24C211024525 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 Amendment 2 Contract DIR-TSO-2678 rev. 07/21/16 Page 2 3. Contract, Section 7. Software License Agreements, C. Conflicting or Additional Terms, is hereby replaced in its entirety as follows: C. Conflicting or Additional Terms In the event that conflicting or additional terms in Vendor Software License Agreements, Shrink/Click Wrap License Agreements, Service Agreements or linked or supplemental documents amend or diminish the rights of DIR Customers or the State, such conflicting or additional terms shall not take precedence over the terms of this Contract. In the event of a conflict, any linked documents may not take precedence over the printed or referenced documents comprising this contract; provided further that any update to such linked documents shall only apply to purchases or leases of the associated Vendor product or service offering after the effective date of the update; and, provided further, that, if Vendor has responded to a solicitation or request for pricing, no update of such linked documents on or after the initial date of Vendor’s initial response shall apply to that purchase unless Vendor directly informs Customer of the update before the purchase is consummated. In the event that different or additional terms or conditions would otherwise result from accessing a linked document, agreement to said linked document shall not be effective until reviewed and approved in writing by Customer’s authorized signatory. Vendor shall not [without prior written agreement from Customer’s authorized signatory,] require any document that: 1) diminishes the rights, benefits, or protections of the Customer, or that alters the definitions, measurements, or method for determining any authorized rights, benefits, or protections of the Customer; or 2) imposes additional costs, burdens, or obligations upon Customer, or that alters the definitions, measurements, or method for determining any authorized costs, burdens, or obligations upon Customer. If Vendor attempts to do any of the foregoing, the prohibited documents will be void and inapplicable to the contract between DIR and Vendor or Vendor and Customer, and Vendor will nonetheless be obligated to perform the contract without regard to the prohibited documents, unless Customer elects instead to terminate the contract, which in such case may be identified as a termination for cause against Vendor. The foregoing requirements apply to all contracts, including, but not limited to, contracts between Customer and a reseller who attempts to pass through documents and obligations from its Manufacturer of Publisher. DocuSign Envelope ID: F32D966B-3EFC-4AEC-A478-89B912331D98DocuSign Envelope ID: 4D60D9F3-B026-4779-9CD0-24C211024525 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 Amendment 2 Contract DIR-TSO-2678 rev. 07/21/16 Page 3 4. Appendix A, Standard Terms and Conditions for Product and Related Services Contracts, is hereby restated in its entirety and replaced with the attached Appendix A. Standard Terms and Conditions for Product and Related Services Contracts dated 05/10/2017. All other terms and conditions of the Contract, not specifically modified herein, shall remain in full force and effect. In the event of conflict among the provisions, the order of precedence shall be Amendment Number 2, then Amendment 1, and then the Contract. DocuSign Envelope ID: F32D966B-3EFC-4AEC-A478-89B912331D98DocuSign Envelope ID: 4D60D9F3-B026-4779-9CD0-24C211024525 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 Amendment 2 Contract DIR-TSO-2678 rev. 07/21/16 Page 4 IN WITNESS WHEREOF, the parties hereby execute this amendment to be effective as of the date of the last signature, but in all events, no later than 9/08/2018. Johnston Technical Services, Inc. Dba: JTS Authorized By: _______________ ____ Name: _____________ ______________ Title: _______ __________________ Date: ________________ ___ _________ The State of Texas, acting by and through the Department of Information Resources Authorized By: ______________________ Name: _ Hershel Becker_________________ Title: __Chief Procurement Officer_________ Date: ________________ _ __ Office of General Counsel: ________________ _ DocuSign Envelope ID: F32D966B-3EFC-4AEC-A478-89B912331D98 President 9/8/17 Kim Sheffler DocuSign Envelope ID: 4D60D9F3-B026-4779-9CD0-24C211024525 9/13/2017 | 7:45 AM CDT 9/13/2017 | 11:50 AM CDT FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 FILE# 6518 JTS DocuSign Envelope ID: EC66E7E4-2907-4546-8344-9B53DD147776 Certificate Of Completion Envelope Id: EC66E7E42907454683449B53DD147776 Status: Completed Subject: City Council Docusign Item - 6518 JTS Source Envelope: Document Pages: 58 Signatures: 4 Envelope Originator: Certificate Pages: 6 Initials: 0 Robyn Forsyth AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 901B Texas Street Denton, TX 76209 robyn.forsyth@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 12/7/2017 12:03:56 PM Holder: Robyn Forsyth robyn.forsyth@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Robyn Forsyth robyn.forsyth@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 129.120.6.150 Sent: 12/7/2017 12:12:08 PM Viewed: 12/7/2017 12:12:31 PM Signed: 12/7/2017 12:13:20 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign John Thompson john.thompson@jts.net Sales Manager Security Level: Email, Account Authentication (None)Using IP Address: 98.6.225.34 Sent: 12/7/2017 12:13:23 PM Viewed: 12/7/2017 1:12:22 PM Signed: 12/7/2017 1:12:55 PM Electronic Record and Signature Disclosure: Accepted: 12/7/2017 1:12:22 PM ID: 1694e3f0-63dd-4681-abaa-c703dbe2116a Jennifer DeCurtis jennifer.decurtis@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Using IP Address: 129.120.6.150 Sent: 12/7/2017 1:12:59 PM Viewed: 12/7/2017 1:40:30 PM Signed: 12/7/2017 1:40:39 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Julia Winkley julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 129.120.6.150 Sent: 12/7/2017 1:40:41 PM Viewed: 12/13/2017 8:26:45 AM Signed: 12/13/2017 8:27:09 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Signer Events Signature Timestamp Todd Hileman todd.hileman@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Using IP Address: 129.120.6.150 Sent: 12/13/2017 8:27:12 AM Viewed: 12/13/2017 8:54:50 AM Signed: 12/13/2017 8:54:58 AM Electronic Record and Signature Disclosure: Accepted: 7/25/2017 9:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Jennifer Walters jennifer.walters@cityofdenton.com City Secretary City of Denton Security Level: Email, Account Authentication (None) Using IP Address: 129.120.6.150 Sent: 12/13/2017 8:55:00 AM Viewed: 12/13/2017 12:46:04 PM Signed: 12/13/2017 12:46:25 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 Julia Winkley julia.winkley@cityofdenton.com Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 12/7/2017 1:12:58 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sherri Thurman sherri.thurman@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 12/7/2017 1:12:58 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 12/13/2017 8:27:11 AM Viewed: 12/13/2017 9:55:14 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Robin Fox Robin.fox@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 12/13/2017 8:27:11 AM Electronic Record and Signature Disclosure: Carbon Copy Events Status Timestamp Not Offered via DocuSign Jennifer Bridges jennifer.bridges@cityofdenton.com Procurement Assistant City of Denton Security Level: Email, Account Authentication (None) Sent: 12/13/2017 12:46:27 PM Viewed: 1/2/2018 11:54:42 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 12/13/2017 12:46:28 PM Viewed: 12/13/2017 1:02:44 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Kathy Gault kathy.gault@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 12/13/2017 12:46:29 PM Viewed: 12/13/2017 12:51:33 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Randy Markum randy.markum@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 12/13/2017 12:46:30 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 12/13/2017 12:46:30 PM Certified Delivered Security Checked 12/13/2017 12:46:30 PM Signing Complete Security Checked 12/13/2017 12:46:30 PM Completed Security Checked 12/13/2017 12:46:30 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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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: 7/21/2017 1:59:03 PM Parties agreed to: John Thompson, Todd Hileman How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you.