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8170 - Contract Executed Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 629972C3-5567-4F7C-BC30-3E825F35A657 Not Applicable Cori Power Procore Project Management Software Renewal 8170COOP JANUARY 24, 2023 JANUARY 24, 2026 23-176 1 RENEWAL AMENDMENT TO CONTRACT BETWEEN CITY OF DENTON, TEXAS AND PROCORE TECHNOLOGIES, INC. (Contract #8170) This Renewal Amendment to Contract (Contract 7533) (this Amendment) is entered into between the City of Denton, Texas (City) and Procore Technologies, Inc. (Supplier). Background The City and Supplier have previously entered into Contract (7533), as amended (the Agreement). Initially capitalized terms used but not otherwise defined in this Amendment will have the meanings set forth in the Agreement. The parties desire to amend the Agreement as follows: 1 Effective Date The terms of this Amendment are effective as of the latest date in the signature block. 2 Contract Term The services under the Agreement will be extended one (1) year, effective from date of award. The City and the Supplier shall have the option to renew services for an additional two (2) one-year periods. The Amendment shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. The Supplier’s request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. 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. 3 Amendment to Subscription Terms Amendment to Procore Subscription Terms of the Agreement are included in Attachment A and to this Amendment. 4 Fee Schedule Attachment B to this Amendment includes the Subscription Fees. This Attachment B shall supersede the Order Form of the Agreement. 5 Total Contract Amount The contract total for the continued services shall not exceed $814,747.08. 6 Updated contract number This Amendment constitutes a new agreement beginning on the Effective Date between the parties incorporating, except as amended herein, all the terms and conditions in the Agreement for all intents and purposes. Such Agreement will have contract number #8170. Confirmation of Agreement This Amendment (together with all exhibits attached hereto) constitutes the entire agreement between the parties regarding the matters of this Amendment and supersedes all prior and contemporaneous agreements and understandings regarding the matters of this Amendment. DocuSign Envelope ID: 629972C3-5567-4F7C-BC30-3E825F35A657 2 In the event of a conflict between this Amendment and the Agreement as it relates to the matters of this Amendment, the terms of this Amendment will control. Otherwise, all terms and conditions of the Agreement will remain in full force and effect and likewise apply to this Amendment. Authorized Signatures: “CITY” CITY OF DENTON, TEXAS “SUPPLIER” PROCORE TECHNOLOGIES, INC. By: By: Name: Name: Title: Title: Date: Date: THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. __________________________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _______________________________ DocuSign Envelope ID: 629972C3-5567-4F7C-BC30-3E825F35A657 1/3/2023 VP, Deal Desk Darin Solinsky Engineering Services Trevor Crain Director of Capital Projects 01/24/2023 Sara Hensley City Manager AMENDMENT TO PROCORE SUBSCRIPTION TERMS This Amendment (“Amendment”), effective as of the date of the last signature below, is between Procore Technologies, Inc. (“Procore”) and the City of Denton (“Customer”), and modifies that certain Procore Subscription Terms between the parties executed on or about February 10, 2021 (the “Agreement”). All undefined capitalized terms used herein have the respective meanings given to them in the Agreement. Pursuant to the terms of the Agreement, the parties hereby agree to amend the Agreement as follows: 1. Definitions. Sections 2.6 (“Customer Content”) and 2.5 (“Customer Data”) of the Agreement are deleted in their entirety and replaced with the following: “Customer Data” means any content, data, information, personal data, and other materials submitted by Customer or an Authorized User to the Services. Customer Data excludes Statistical Usage Data, any content from publicly available sources, and any suggestion, enhancement request, recommendation, or correction. All references to “Customer Content” in the Agreement are replaced with “Customer Data” as defined above. 2. Customer Data. Section 3.5 (“Customer Content”) of the Agreement is deleted in its entirety and replaced with the following: Customer Data. Customer Data and Customer’s Confidential Information are and will remain owned exclusively by Customer or its Authorized Users, as applicable. Customer hereby grants Procore, its Affiliates, and its subprocessors a worldwide right and license to access, host, display, process, analyze, transmit, reproduce, and otherwise utilize Customer Data (subject to the provisions of Section 3.6 (“Protection of Customer Data” as amended, and Section 9 (“Confidentiality”)) for the purposes of providing and improving the Services in accordance with this Agreement. 3. Personal Data. Section 3.6 (“Customer Data”) and Section 10 (“Privacy”) of the Agreement are deleted in their entirety and replaced with the following: Protection of Customer Data. Procore shall maintain administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Data. Where Customer’s use of the Services includes the processing of “personal data” subject to applicable data protection laws, such use will be governed by the data processing addendum located at procore.com/legal/dpa (“DPA”) that is incorporated into this Agreement either by reference or, at Customer’s option, when countersigned by Customer and provided to Procore at dpa@procore.com. Customer shall only provide to Procore the minimum amount of personal data necessary to enable Customer to use the Services in accordance with this Agreement. 4. Statistical Usage Data. Section 3.7 (“Aggregate Content”) of the Agreement is deleted in its entirety and replaced with the following: Statistical Usage Data. “Statistical Usage Data” means usage information or data related to the access or use of the Services. Examples of Statistical Usage Data include information or data on user visits, user activity, and numbers and types of clicks or impressions, as well as statistical, functional, behavioral, or other information or data based on or derived from such access or use. Procore and its affiliates may collect, use, and otherwise process Statistical Usage Data for their own analysis, analytics, marketing, and other internal business purposes, including, without limitation, improving Procore’s products and services. Except where Customer has expressly provided its written consent, Procore will only disclose Statistical Usage Data if such data is (a) aggregated or anonymized; and (b) does not disclose the identity of Customer or its Authorized Users or any Customer Confidential Information. 5. General Provisions. Except as expressly modified by the terms of this Amendment, all terms of the Agreement remain unchanged and will continue in full force. This Amendment will control to the extent of any conflict between the Agreement and this Amendment. // Signature Page Follows // Procore Technologies, Inc. City of Denton ___________________________ ______________________________ Signature Signature DocuSign Envelope ID: E9120A32-F808-4AE9-A824-9A94A9F7D77FDocuSign Envelope ID: 629972C3-5567-4F7C-BC30-3E825F35A657 Attachment A Name: Name: Title: Title: Date: Date: DocuSign Envelope ID: E9120A32-F808-4AE9-A824-9A94A9F7D77F 12/13/22 Darin Solinsky VP, Deal Desk DocuSign Envelope ID: 629972C3-5567-4F7C-BC30-3E825F35A657 01/24/2023 Sara Hensley City Manager Orders_Order_Form_V4.1.docx PROPOSED BY: Thomas Nilsson thomas.nilsson@procore.com 6309 Carpinteria Avenue Carpinteria, CA 93013 (866) 477-6267 ORDER FORM Customer Name City of Denton Quote Number Q354956 Subscription Info Subscription Type Renew Subscription Start Date February 10, 2023 Initial Term Months 24 Renewal Term Months 36 Billing Frequency Annual Payment Terms Due Upon Receipt Payment Method Check Multi Year Paid up Front Currency USD Offer Valid Through November 25, 2022 THIS IS NOT AN INVOICE – PRICES QUOTED BELOW ARE ESTIMATES INVOICE INFORMATION Invoice Dates Estimated Invoice Amounts (Excludes Taxes) 02/10/23 - 02/09/24 $269,983.20 02/10/24 - 02/09/25 $267,983.20 02/10/25 - 02/09/26 $267,983.20 Total Invoice Amounts $805,949.60 Next Invoice Amount $269,983.20 SUBSCRIPTION INFORMATION Product UOM QTY Project Cap Subscription Term Annual Fees Analytics ACV (MM)181.000000 N/A 02/10/23 - 02/09/24 $18,936.00 Field Productivity FTE 30.000000 N/A 02/10/23 - 02/09/24 $3,400.00 Invoice Management ACV (MM)181.000000 150 02/10/23 - 02/09/24 $26,906.00 Maintenance & Support for Professional Services Each 1.000000 N/A 02/10/23 - 02/09/24 $14,335.20 Project Financials ACV (MM)181.000000 150 02/10/23 - 02/09/24 $53,862.00 Project Management Pro ACV (MM)181.000000 150 02/10/23 - 02/09/24 $107,117.00 Quality & Safety ACV (MM)181.000000 150 02/10/23 - 02/09/24 $43,427.00 Please note that some Procore product names have been updated without any reduction of functionality. Project Management Essentials is now known as Project Management Pro, Starter Pack is now known as Project Management Starter, Construction Financials is now known as Financials, Field Financials is now known as Project Financials, and Performance Management is now known as Quality & Safety. One Time Fees UOM QTY Fees Attachment BDocuSign Envelope ID: 629972C3-5567-4F7C-BC30-3E825F35A657 Consulting Services Expires 12 months from Service Start Date. 5 Hour Block 2 $2,000.00 SPECIAL TERMS Customer will have the Renewal Term to consume the total Construction Volume purchased, regardless of annual Construction Volume so long as the total Construction Volume cap is not exceeded. This Order Form incorporates the Terms and Conditions as executed by the Parties and attached hereto (the 'Procore MSA'), which shall govern the Customer’s use of all line items except the Calance Line Items. The Procore MSA attached hereto shall govern over the link in the Terms and Conditions section, below. The 'Maintenance & Support for Professional Services' line item above refers to the Calance Dimension JD Edwards integration product (the 'Calance Connector'). The Calance Line Items will be governed exclusively by the Calance Terms, which are attached hereto and which will be executed between Customer and Calance. Procore is not a party to the Calance Terms and the Calance Line Items are being provided as a Non-Procore Application, as defined in the Procore MSA. The Calance Line Items are being provided as an open market item, and provided directly to Customer Customer's use of the Timesheets Tool is limited by the number of Full Time Equivalent ('FTE') persons employed by Customer, which shall be a cap on the maximum number of Authorized Users that can access and use the tool. FTE is the hours worked by one employee on a full-time basis, which can be used to convert the hours worked by several parttime employees into the hours worked by full-time employees. On an annual basis, an FTE is considered to be 2,080 hours By providing written notice to Procore and executing an appropriate Procore order document on or before November 10, 2025. Customer may elect to upgrade their pooled agreement to add $50M in Construction Volume for $74,100/ per block in fees for Project Management Pro, Quality Safety, Project Financials, Invoice Management, Maintenance and Support, Field Productivity, and Analytics. Consulting Services: Customer agrees to use all services purchased hereunder within twelve (12) months of the Effective Date and allow no more than 20 people to attend any one session of Virtual 1:1 Training and Consulting. Any Services not used within the Professional Services period will be automatically forfeited by you, with no further action required of either party, and you will not be entitled to a refund, or any credit toward additional or other services, for any unused portion of the fees paid for any unused Services. Customer's use of the Timesheets Tool is limited by the number of Full Time Equivalent ('FTE') calculated as the average number of Active Employees during the contract period. An Active Employee is defined as a person with time logged in the tool. This Agreement supersedes any prior Agreements between the Parties regarding Customer’s purchase of Software and Services from Procore. BILL TO SHIP TO City of Denton trevor crain 901-A Texas Street Denton, TX 76209 United States\ trevor.crain@cityofdenton.com City of Denton trevor crain 901-A Texas Street Denton, TX 76209 United States\ trevor.crain@cityofdenton.com TERMS AND CONDITIONS The line item prices shown above have been rounded to two decimal places for display purposes. The totals for this Order were calculated using the actual prices, rather than the prices displayed DocuSign Envelope ID: 629972C3-5567-4F7C-BC30-3E825F35A657 above, and are the true and binding totals for this order. Prices quoted do not include taxes. Construction Volume means the aggregate dollar value of the construction work performed or put in place for all distinct projects for which Customer utilizes the Subscription Services identified with Customer’s Procore account(s) during the Subscription Term identified on this Order. This Order is governed by the terms of the Procore Subscription and Services Agreement found at https://mkt-cdn.procore.com/legal/procore_SSA_V1_2021.pdf, unless the parties have and active, executed frame agreement covering the use of the Services, in which case such agreement will govern (in either case, the "SSA"). This Order is incorporated into the SSA; however, any conflicting terms in this Order will supersede over the SSA. This Order and the SSA supersede any prior agreements between the Parties regarding Customer’s purchase of Services from Procore. By signing below, Customer agrees to the terms of this Order, the SSA, and the Procore Data Processing Addendum located at https://www.procore.com/legal/dpa. Each party represents that it has the authority to enter into this Order. The Services purchased above are further described in the table below. Please note that if this is an upgrade to your current subscription, then the table below shall only reflect your new or changed Services. The Order and SSA constitute the entire agreement between Procore and Customer, superseding any other terms (including, but not limited to, the terms of any Customer purchase order). PO #: \poq_1\ Tax Exempt: \q_Tax_Exempt_1\ City of Denton (“Customer”) Signature: \s1\ Name: \n1\ Title: \t1\ Date: \d1\ Procore Technologies, Inc. (“Procore”) Signature: \s2\ Name: \n2\ Title: \t2\ Date: \q_signdate2\ DocuSign Envelope ID: E9120A32-F808-4AE9-A824-9A94A9F7D77F Darin Solinsky VP, Deal Desk 12/13/22 DocuSign Envelope ID: 629972C3-5567-4F7C-BC30-3E825F35A657 01/24/2023 City Manager Sara Hensley 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: 629972C3-5567-4F7C-BC30-3E825F35A657Attachment CIQ Procore Technologies, Inc. X X 1/3/2023 X X 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: 629972C3-5567-4F7C-BC30-3E825F35A657 Certificate Of Completion Envelope Id: 629972C355674F7CBC303E825F35A657 Status: Completed Subject: Please DocuSign: City Council Contract Renewal 8170 - Procore Project Management Software Renewal Source Envelope: Document Pages: 10 Signatures: 8 Envelope Originator: Certificate Pages: 6 Initials: 1 Cori Power AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 cori.power@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 12/19/2022 1:35:13 PM Holder: Cori Power cori.power@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Cori Power cori.power@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 12/20/2022 11:06:00 AM Viewed: 12/20/2022 11:06:09 AM Signed: 12/20/2022 11:06:22 AM 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: 198.49.140.10 Sent: 12/20/2022 11:06:28 AM Viewed: 12/20/2022 11:18:19 AM Signed: 12/20/2022 12:37:10 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 12/20/2022 12:37:14 PM Viewed: 12/22/2022 6:13:40 PM Signed: 12/22/2022 6:14:27 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Darin Solinsky darin.solinsky@procore.com VP, Deal Desk Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 137.83.248.30 Sent: 12/22/2022 6:14:32 PM Resent: 12/27/2022 8:58:29 AM Resent: 12/28/2022 9:35:48 AM Resent: 12/29/2022 3:25:57 PM Resent: 12/29/2022 3:26:09 PM Resent: 12/29/2022 3:51:06 PM Resent: 12/29/2022 3:51:18 PM Resent: 1/3/2023 1:30:16 PM Viewed: 1/3/2023 3:49:31 PM Signed: 1/3/2023 3:51:29 PM Electronic Record and Signature Disclosure: Accepted: 12/29/2022 4:35:08 PM ID: 754f2005-da05-4282-9ae0-3ae4f7981f0e Signer Events Signature Timestamp Trevor Crain Trevor.Crain@cityofdenton.com Director of Capital Projects City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 174.246.100.176 Signed using mobile Sent: 1/3/2023 3:51:34 PM Viewed: 1/3/2023 4:56:51 PM Signed: 1/3/2023 4:57:22 PM Electronic Record and Signature Disclosure: Accepted: 1/3/2023 4:56:51 PM ID: 984feae4-5e8f-4dc6-bd8e-2f0b9d6b007b Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 1/3/2023 4:57:26 PM Viewed: 1/25/2023 8:26:51 AM Signed: 1/25/2023 8:27:20 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: 1/25/2023 8:27:27 AM Viewed: 1/25/2023 8:52:29 AM Signed: 1/25/2023 8:52:56 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 1/25/2023 8:53:01 AM Viewed: 1/25/2023 10:48:44 AM Signed: 1/25/2023 10:49:02 AM Electronic Record and Signature Disclosure: Accepted: 1/25/2023 10:48:44 AM ID: 8306a709-f1f1-4fb7-8564-18036d779750 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: 12/20/2022 11:06:28 AM 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: 1/3/2023 4:57:26 PM Viewed: 1/3/2023 4:58:16 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 1/25/2023 10:49:08 AM Viewed: 1/25/2023 10:57:13 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Trevor Crain Trevor.Crain@cityofdenton.com Director of Capital Projects City of Denton Security Level: Email, Account Authentication (None) Sent: 1/25/2023 10:49:12 AM Electronic Record and Signature Disclosure: Accepted: 1/24/2023 10:18:16 AM ID: 1b70b80b-3565-4125-a151-8bccb3594f7b Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 1/25/2023 10:49:16 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 12/20/2022 11:06:00 AM Envelope Updated Security Checked 12/20/2022 11:25:02 AM Envelope Updated Security Checked 12/29/2022 3:25:56 PM Envelope Updated Security Checked 12/29/2022 3:25:56 PM Envelope Updated Security Checked 12/29/2022 3:51:05 PM Envelope Updated Security Checked 12/29/2022 3:51:05 PM Certified Delivered Security Checked 1/25/2023 10:48:44 AM Signing Complete Security Checked 1/25/2023 10:49:02 AM Completed Security Checked 1/25/2023 10:49:16 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Darin Solinsky, Trevor Crain, Rosa Rios, Trevor Crain 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.