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8398 - Contract Executed Docusign Transmittal Coversheet File Name Purchasing Contact Contract Expiration DocuSign Envelope ID: 2F1AC1AE-180B-45F1-B09E-22EE3B60B5EC Christina Dormady 8398 Web VR Citation Smart Credit Card Payments May 31, 2028 Page 1 AdComp Systems Payments & Technology Services Authorization Agreement THIS AGREEMENT is made between the City of Denton (hereinafter CLIENT) located at 215 E. McKinney Street, Denton, Texas 76201 and AdComp Systems Inc. (hereinafter ADCOMP) located at: 1720 S. Edmonds Lane Suite 201 Lewisville, Texas 75067. ADCOMP and CLIENT may be referred to individually as PARTY or collectively as PARTIES. ADCOMP and THE CLIENT agree to the following terms and conditions: ADCOMP will provide to the CLIENT with PRODUCTS and SERVICES, that are selected and described in Annexure A attached herewith, that will be used by the CLIENT and their customers or end-users, (hereinafter called CONSUMER). TERM OF AGREEMENT: The CLIENT shall commit to using the selected PRODUCTS and SERVICES in Annexure A for one (1) year from the date of the first Live transaction through the PRODUCT and/or SERVICE. The Agreement shall remain in effect unless either PARTY provides a written notice of termination, given 30-days in advance preceding the expiration of the current term. EARLY TERMINATION: CLIENT may not terminate this agreement without cause. To terminate the agreement, CLIENT must provide ADCOMP a 30 day notice for requesting early termination. CLIENT must provide time for ADCOMP to cure any lack of service or support to avoid early termination. PROMOTION: THE CLIENT allows ADCOMP to promote their PRODUCTS in various service locations; such as: kiosks, websites and similar venues/sites. COMPENSATION FOR ADCOMP: Compensation for ADCOMP for the PRODUCTS that the CLIENT selects to purchase, or use are listed in Annexure “A”. ADCOMP’S RESPONSIBILITIES: ADCOMP shall provide the CLIENT online access to reports of activities and transactions by the CONSUMER. TRAINING: First-rate service is the core focus of ADCOMP and the premise of the corporation’s success. The CLIENT’S employees will receive unlimited, one-on-one training, timely service for any questions concerning transactions and other activities. THE CLIENT'S RESPONSIBILITIES: THE CLIENT will complete Annexure “B” to provide ADCOMP with their banking information to receive ACH funds directly into their bank account. CONFIDENTIALITY And NON-DISCLOSURE: Both parties agree that any confidential information will not be disclosed to anyone without prior consent of the other party. To the extent authorized by the law, the parties may wish, from time to time, in connection with work contemplated under this Agreement, to disclose confidential information to each other (“Confidential Information”). Each party will prevent the disclosure of any of the other party’s Confidential information to third parties. ARBITRATION: Any dispute, controversy or claim arising out of or relating in any way to the agreement including without limitation any dispute concerning the construction, validity, interpretation, enforceability or breach of the agreement, shall be exclusively resolved by binding arbitration upon a Party’s submission of the dispute to arbitration. AMENDMENTS TO AGREEMENT: Any modification of this agreement or additional obligation assumed by either party in connection with this agreement shall be binding only if placed in writing and signed by both parties. GOVERNING LAW: This Agreement is governed by, and is to be construed in accordance with, the laws of the State of Texas, without regard to conflict of laws rules. Any action brought to enforce the terms of this Agreement shall be brought in the federal and state courts of Texas. Please see our TIPS-USA Contract #230105 with the discounted rate. DocuSign Envelope ID: 2F1AC1AE-180B-45F1-B09E-22EE3B60B5EC Page 2 Annexure A Concept - Workflow & Scope of Work ●Design & deploy self service technologies (mobile & kiosks) that can keep the customers and the City of Denton staff safe. ●Customers can use either Smartphones, Computers, Tablets (Devices) or Kiosks to communicate and transact with City of Denton Virtual Tellers. ●AdComp will provide the following bilingual products & services to the City of Denton. ○Payment Kiosk JACK (accepts Cash, Check & Credit Card payments) ■Customers can lookup account details with or without account numbers through our smart lookup methods.■Sign Documents. ■Submit Documents. ■Interact with virtual tellers - Video Chat Button. ■Gives back bills and coins ■Paper to E-Check ○Web (E-Checks & Credit Cards) ○Mobile friendly interaction with payment, signing and document submission via Devices ■Notification for payments due or communications via email and text messages (Utility Express or Citation Smart). ■Initiate payments by simply clicking on the Virtual Teller button on their smartphones & Video Chat. ■Payments can be made via eChecks and Credit Cards. ■Sign Documents. ■Take pictures of documents or scan and submit from their devices. ○IVR (Pay By Phone & Communicate with Virtual Teller) ■Customers can call a local Denton phone number and lookup balances and submit payments through the Pay by Phone / IVR System and also interact with a Virtual Teller. DocuSign Envelope ID: 2F1AC1AE-180B-45F1-B09E-22EE3B60B5EC Page 3 Department(s) Service(s) Description Per Transaction cost to city One time cost Remarks Utilities Kiosk JACK (Cash / Checks / Credit Card) with Virtual Teller System (VTS) As requested by Christa Foster, the first kiosk will be provided to the city of Denton as a pilot kiosk. The value of this first kiosk is $29,163. AdComp will provide this kiosk to the City of Denton on lease. The city of Denton will only pay a non-refundable setup cost of $5,000.00 for setting up this pilot kiosk. Once this proof of concept idea is set up and validated by the City of Denton, the City will issue an RFP for the expansion of this project with additional kiosks. If AdComp wins the RFP, the city of Denton can continue to use the first kiosk. If not, the kiosk will be returned back to AdComp and the pilot project will end. If the city decides to keep the kiosk after AdComp wins the RFP, they will owe a 20% annual maintenance fee for each kiosk when it officially goes live after the RFP. 75 cents per transaction Utilities -Paper to E-Check (only on the Kiosk)41 cents per transaction CF Utilities Utility Express -E-Check (used only for Web and UE) $2.00 per transaction. Consumer pays AdComp. 75 cents per transaction Initial here to add this feature. Utilities Web Payments -E-Check (used only for Web and UE) $2.00 per transaction. Consumer pays AdComp 75 cents per transaction Initial here to add this feature. Utilities IVR- Pay by Phone 75 cents per transaction Initial here to add this feature. Utilities EMV CC Terminal & POS Credit Card* Software for Payment remittance -One Credit Card terminal provided free 75 cents per transaction Initial here to add this feature. Utilities Virtual Teller Video Recording System option for kiosk / mobile. - video will be stored for 15 days before it is deleted. City can download onto their system. 10 cents per call $5,000.00 Annual Maintenance cost: $1,000.00 (20% of the one-time cost of $5,000.00) Client AdComp Systems Signature Name Title Date CF CF DocuSign Envelope ID: 2F1AC1AE-180B-45F1-B09E-22EE3B60B5EC 11/3/2023 Mansur Plumber CEO Christina Dormady Buyer 11/3/2023 CONFLICT OF INTEREST QUESTIONNAIRE 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: 2F1AC1AE-180B-45F1-B09E-22EE3B60B5EC AdComp Systems Inc N/A 11/3/2023 Certificate Of Completion Envelope Id: 2F1AC1AE180B45F1B09E22EE3B60B5EC Status: Completed Subject: ***Purchasing Approval*** 8398 Web VR Citation Smart Credit Card Payments Source Envelope: Document Pages: 5 Signatures: 3 Envelope Originator: Certificate Pages: 5 Initials: 1 Christina Dormady AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 christina.dormady@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 11/2/2023 2:32:38 PM Holder: Christina Dormady christina.dormady@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Christina Dormady christina.dormady@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 11/2/2023 2:35:10 PM Viewed: 11/2/2023 2:35:18 PM Signed: 11/2/2023 2:37:04 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 11/2/2023 2:37:05 PM Viewed: 11/3/2023 8:15:58 AM Signed: 11/3/2023 8:16:28 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Mansur Plumber mansur@adcompsystems.com CEO AdComp Systems Inc. Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 47.190.60.226 Sent: 11/3/2023 8:16:30 AM Viewed: 11/3/2023 11:28:33 AM Signed: 11/3/2023 11:29:20 AM Electronic Record and Signature Disclosure: Accepted: 11/3/2023 11:28:33 AM ID: ef8db2ba-0cd6-4cc0-8c78-2e1cc0722cce Christina Dormady christina.dormady@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: 11/3/2023 11:29:21 AM Viewed: 11/3/2023 11:53:41 AM Signed: 11/3/2023 11:53:46 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 11/3/2023 11:53:48 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Navin Raman navin.raman@adcompsystems.com Security Level: Email, Account Authentication (None) Sent: 11/3/2023 11:53:49 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 11/2/2023 2:35:10 PM Certified Delivered Security Checked 11/3/2023 11:53:41 AM Signing Complete Security Checked 11/3/2023 11:53:46 AM Completed Security Checked 11/3/2023 11:53:49 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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