GENSCAPE MASTER LICENSE & SERVICE-6190-Award/Ordinance/Pricing
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Granicus #
Ordinance #
DocuSign Envelope ID: 5271DE9B-D964-4BC8-ADC1-9F41178EE5A5
6190
Rebecca Hunter
8/2/2016
File
Genscape, Inc.
1
GENSCAPE MASTER LICENSE AND SERVICES AGREEMENT
(North America)
This MASTER LICENSE AND SERVICES AGREEMENT (the “Agreement”) is made and entered into on _____________________,
(the “Effective Date”) by and between Genscape, Inc., a Delaware corporation (“Genscape”) and Denton Municipal Electric,
(“Licensee”). Genscape and Licensee are collectively referred to herein as the “Parties” and individually as a “Party”.
Licensee desires to license Genscape data, software and/or services (“Genscape data”) as well as engage Genscape to
provide certain enumerated services, as set forth in the attached Schedule or Schedules (collectively referred to as “the
Schedule”) and Genscape is willing to license such Genscape data and provide such services to Licensee on the terms and
conditions set forth in this Agreement.
The Genscape data that licensee purchases and/or licenses from Genscape shall be set forth on the Schedule; shall
describe the services and products, effective dates and pricing; and shall be signed by Licensee and Genscape in order to be
effective and legally binding. In the event of any inconsistencies between the terms of their Agreement and any Schedule, the
terms of this Agreement shall prevail.
NOW THEREFORE, in consideration for the mutual covenants herein set forth, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
ARTICLE 1 - LICENSE
1.1 Grant of License. Subject to all of the terms and conditions of this Agreement, Genscape grants, assigns and
conveys to Licensee a non-exclusive, revocable, limited, personal, non-transferable, license to access and use the Genscape
data set forth in the attached product schedule and/or schedules (“the schedule”) for the Term set forth in Section 6.1 herein
and solely for the purposes set forth herein. Licensee acknowledges and agrees that the foregoing license does not confer on
Licensee any right, title or interest in any of Genscape’s patents, licenses, trade secrets, trademarks or copyrighted material. All
rights not specifically granted hereunder are reserved and retained by Genscape.
1.2 Purpose and Scope of License.
(a) Licensee is entitled to access Genscape’s server(s) in order to receive the Genscape data. Licensee
acknowledges that Genscape is the sole and exclusive owner of the Genscape data. Licensee may not use or disclose (in
writing, orally, electronically or otherwise) the Genscape data for any purpose except as expressly provided in this Agreement.
Licensee may not disclose the Genscape data to its Affiliates without the express written approval of Genscape and provided
that such Affiliate shall be obligated under the same terms and conditions set forth herein, including but not limited to those
terms set forth in Article 5, “Nondisclosure of Confidential Information”. Genscape reserves the right to restrict such disclosures
should it be deemed by Genscape that such disclosure is affecting Genscape’s commercial capabilities. Licensee may use the
Genscape data only for internally generated analysis, information and modeling, including as a basis for engaging in proprietary
trading as allowed by law. Genscape may, upon written notice to Licensee, restrict use of the Genscape data, or any deviation
thereof, in any third party application or software suites. For the purposes of this Agreement, “Affiliate” means, with respect to
any entity, any other entity controlling, controlled by, or under common control with, such entity at the time in question.
(b) The Genscape data shall not be reproduced, rebroadcast or disseminated to parties outside Licensee
in any form without the express written prior consent of Genscape. Licensee is explicitly prohibited from using any type of
electronic mail communication, including email and instant messenger services, to broadcast the information to parties not
included in this Agreement. Furthermore, Licensee acknowledges and agrees that the Genscape data is proprietary to Genscape
and Licensee is prohibited from selling, transferring, licensing, sharing, publishing, or copying in any way, the Genscape data
and any information which is derived, calculated or otherwise ascertained from the Genscape data.
In the event that access to the Genscape data is made available to Licensee through the internet, Genscape will supply Licensee
with a unique user identification code and password (collectively the “User I.D.”) to access such Genscape data via the Internet.
The User I.D. shall only be available to active employees of the Licensee (collectively, “Authorized Users”). The User I.D. shall
be considered and treated as Confidential Information belonging to Genscape. Licensee acknowledges and agrees that it is and
shall remain solely responsible for all use and disclosure of its User I.D. In no event shall Licensee disclose, transfer or allow
any third party to use, copy, or otherwise access the User I.D. Licensee shall notify Genscape immediately in the event that the
User I.D. is or is believed to be lost, stolen, or in the possession of any third party, o r that the User I.D. does not operate
properly, so that Genscape may re-issue a new User I.D. to Licensee and take whatever actions it deems necessary to protect
the confidential nature of the User I.D., Licensee shall fully cooperate with Genscape in any such action.
DocuSign Envelope ID: 5271DE9B-D964-4BC8-ADC1-9F41178EE5A5
August 2, 2016
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ARTICLE 2 - SERVICES
2.1 Engagement. During the Term of this Agreement, as set forth in Article 6.1, “Term”, Licensee hereby
engages Genscape and Genscape accepts such engagement to perform certain services as set forth in the attached Schedule.
The services may include but are not limited to research, analysis, publication, price assessments, charts, news, reports, articles
and comments acquired, produced and/or compiled by Genscape, the use of which by Licensee is regulated by this Agreement.
2.2 Use of Services. Licensee acknowledges and agrees that use of the Services and any deliverables included in
the Schedule does not confer on Licensee any right, title or interest in any of Genscape’s patents, licenses, trade secrets,
trademarks or copyrighted material. All rights not specifically granted hereunder are reserved and retained by Genscape.
Licensee may use the Services and any deliverables included in the Services only for internal business purposes and may not
copy, distribute or grant access to any of the Services or any deliverables included in the Services to any third party. Licensee
shall not remove or obscure any copyright notice included on any of the deliverables included in the Services. Furthermore,
Licensee acknowledges and agrees that any deliverables included in the Services are proprietary to Genscape and Licensee is
prohibited from selling, transferring, licensing, sharing, publishing, copying or profiting in any way, any information which is
derived, calculated or otherwise ascertained from such deliverables.
ARTICLE 3 - FEES
3.1 License Fee. Licensee shall pay to Genscape, in U.S. dollars, the fees set forth in the Schedule with respect to
the license of the Genscape data (the “License Fee”). Genscape shall inform Licensee in writing of any increase in the License
Fee for the upcoming 12 month period at least 60 days prior to the expiration of the Term. Such notice shall serve as
acceptance by Licensee of such increase unless Licensee delivers written notice to Genscape of termination of this A greement at
least 30 days prior to the expiration of the Term. In the event that Licensee desires to add to the Authorized Number of Users,
Regions, Copies, Publications, Services, and Analysis Tools set forth on the Schedule, the Parties shall discuss and agree upon
an adjustment to the License Fee. Unless such an adjustment to the License Fee is agreed in writing by way of a revised
Schedule, a new Schedule and/or a mutually binding written agreement, between the Parties, no addition to the Authorized
Number of Users, Regions, Copies, Publications, Services, and Analysis Tools set forth on Schedule shall be made.
3.2 Payments. The License Fee and the Services Fee shall be payable on the fifth business day following receipt
of Genscape’s invoice for payment. Late payments shall be subject to an interest charge in accordance with Texas Government
Code 2251.. Genscape may tender to Licensee the payment invoice via fax or email, and will be considered received by
Licensee when sent by Genscape via fax or email.
ARTICLE 4 - LIMITATIONS
The Services are provided on an "as is" basis, and Genscape disclaims any and all other warranties, conditions, or
representations (express, implied, oral or written), relating to the Licensed Materials or any part thereof, including, without
limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. This Article
4 shall not affect in any way, the indemnity provisions of Article 7.1.(a) below.
ARTICLE 5 - NONDISCLOSURE OF CONFIDENTIAL INFORMATION
Genscape and Licensee shall keep confidential the other Party’s Confidential Information. “Confidential Information”
shall mean all information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Receiving Party”) in
connection with this Agreement and shall specifically include the Genscape data. The Receiving Party shall use the Disclosing
Party’s Confidential Information solely to perform its obligations under this Agreement, and shall take all reasonable precau tions
necessary to safeguard the confidentiality of the Disclosing Party’s Confidential Information. Confidential Information shall not
include information that is in the public domain or is published or otherwise becomes a part of the public domain, other than as
a result of disclosure by the Receiving Party or the Receiving Party can demonstrate was in the Receiving Party’s possession at
the time of disclosure and not acquired, directly or indirectly, from the Disclosing Party. The Confidential Information s hall not
be copied, sold, traded, shared, published or reproduced without the prior, express written permission of the Disclosing Party.
The Parties agree that money damages are not a sufficient remedy for any breach of this Article and that the Disclosing Party
shall be entitled to injunctive relief, specific performance or any other available equitable remedy for such breach, which shall
not be deemed exclusive and shall be in addition to all other legal remedies available at law, in equity, or by statute. If the
Disclosing Party prevails in any action for breach hereof, the Receiving Party shall be liable for all costs and expenses (in cluding
reasonable attorneys’ fees) related to enforcing, defending or otherwise protecting the Disclosing Party’s inter ests hereunder.
Upon the termination of this Agreement, Licensee shall destroy all Confidential Information of Genscape (including all Genscape
DocuSign Envelope ID: 5271DE9B-D964-4BC8-ADC1-9F41178EE5A5
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data) in its possession or control and provide Genscape written notice of such destruction.
Under all circumstances, both parties shall comply with Texas Open Records Act, Chapter 552 of the Texas
Government Code.
ARTICLE 6 - TERM AND TERMINATION
6.1 Term. This Agreement shall commence on the Effective Date and terminate on the last date as per the terms
set forth in the Schedule which shall be incorporated into and made a part of this Agreement.
6.2 Termination. Genscape may immediately terminate this Agreement and/or the services outlined in the
Schedule by giving written notice to Licensee, if Licensee (a) fails to pay the License Fee or Service Fee in accordance with the
terms of this Agreement and/or the Schedule, or (b) breaches any of the terms of this Agreement, and such breach is not cured
within 10 days after Genscape’s notice of such breach to Licensee, or (c) Licensee files a bankruptcy petition, is adjudicated
bankrupt or insolvent, assigns for the benefit of creditors or any arrangement pursuant to bankruptcy law, discontinues or
dissolves its business, has a receiver appointed for Licensee’s business or admits insolvency, or (d) becomes unable to pay its
obligations in the ordinary course. Genscape’s right to terminate this Agreement pursuant to this Section 6.2 is not exclusive of
any other remedies Genscape may have in this Agreement at law or in equity with respect to any default by Licensee.
Licensee shall have the right to terminate the Contract, in whole or in part, if Genscape breaches any of the terms of
this Agreement, and if such breach is not cured within 10 days after Licensee’s written notice of such breach to Genscape.
Licensee shall pay Genscape, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods
delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof.
6.3 Consequences Upon Termination. Upon termination of this Agreement, all the power and authority granted
each Party under this Agreement shall cease immediately other than those set forth herein. Both Parties will continue to comply
with the payment terms and the confidential obligations set forth herein and such obligations shall survive any termination or
expiration of this Agreement.
ARTICLE 7 - MISCELLANEOUS
7.1 Indemnification.
(a) To the extent provided by applicable law, Licensee and/or its Affiliates shall defend, indemnify and
hold Genscape, its directors, officers, employees, agents, contractors and representatives, harmless from and against any and
all claims, assessments, damages, losses, or other liabilities of any kind, including without limitation Genscape's reasonable
attorneys' fees in the defense thereof, arising out of a breach of any representation, warranty, covenant, or terms of this
Agreement by Licensee, its Affiliates, their employees, or other third parties.
(b) Genscape and/or its Affiliates shall indemnify and hold Licensee, its directors, officers, employees,
agents, contractors and representatives, harmless from and against any and all claims arising out of a material breach of the
terms of this Agreement and/or a claim that the Genscape data infringes or violates any third party’s copyright, patent, trade
secret, trademark, intellectual property or other proprietary rights provided the Genscape data that is the subject of the cl aim
was not modified from its original state, is the most current version provided to Licensee and Licensee’s use of the data is in
accordance with the terms of this Agreement. Should Genscape data or any part thereof become, or in Genscape’s opinion
be likely to become, the subject of a claim for infringement or the like, Genscape may, in its sole discretion procure for
Licensee the right to continue using Genscape data, or replace or modify the Genscape data without changing its functional
capabilities, so that the Genscape data becomes non-infringing.
7.2 General Liability Insurance:
General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and
maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a
combination of underlying and umbrella or excess policies.
If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:
(a) Coverage A shall include premises, operations, products, and completed operations, independent
contractors, contractual liability covering this contract and broad form property damage coverage.
DocuSign Envelope ID: 5271DE9B-D964-4BC8-ADC1-9F41178EE5A5
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(b) Coverage B shall include personal injury.
(c) Coverage C, medical payments, is not required.
If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used,
it shall include at least:
(a) Bodily injury and Property Damage Liability for premises, operations, products and completed
operations, independent contractors and property damage resulting from explosion, collapse or
underground (XCU) exposures.
(b) Broad form contractual liability (preferably by endorsement) covering this contract, personal injury
liability and broad form property damage liability.
7.3 Notices. Unless otherwise expressly set forth herein, any communication, notice or demand of any kind
whatsoever that either Party may be required or may desire to give or serve upon the other shall be in writing, addressed to the
other Party at the address below and delivered by personal service, Federal Express or other reputable overnight delivery
service, by facsimile transmission, or by registered or certified mail, postage prepaid, return receipt requested:
Genscape, Inc.
445 Market St., Suite 200
Louisville, Kentucky 40202
(Fax) 502-583-3464
Attention: Anne S. Edwards, Esq.
City of Denton
215 E. McKinney St.
Denton, TX 76201
940-349-7140
Attention: City Manager
Copy to:
Denton Municipal Electric
1659 Spencer Rd
Denton, TX 76205
Attn: Energy Market Manager
Any such notice shall be deemed delivered if: (a) personally delivered on the date delivered to the address of the Party
to whom such notice is addressed; (b) sent by Federal Express or other reputable overnight courier service, on the date of
delivery to the address of the Party to whom such notice is addressed; (c) sent by confirmed facsimile transmission on the
business day on which the notice is transmitted to the Party to whom such notice is addressed if sent by 5:00 p.m., Eastern
time, on such business day and on the next business day if sent after 5:00 p.m., Eastern time, or on a day other than a
business day, provided that the party making such transmission shall concurrently deposit the original in the United States mail
for delivery to the Party to whom such notice is addressed; or (d) mailed, three (3) calendar days after depositing the notice in
the mail. Any Party may change the address to which notice is to be sent by giving notice to the other Party at least five (5)
calendar days before the effective date of such change.
7.4 Force Majeure. Notwithstanding anything contained herein to the contrary, neither Party shall be liable to the
other for loss, injury, delay, damage or other casualty suffered by such other Party due to any inability to perform any
obligation hereunder (other than monetary obligations) caused by strikes, riots, storms, fires, acts of government (including
legislative, administrative, judicial, police or any other official government acts by a governmental or a quasi -governmental body
or by a public corporation), acts of God (including weather) or any other cause beyond the reasonable control of such Party.
7.5 Governing Law, Consent to Jurisdiction. The validity, construction and performance of this Agreement shall
be governed by and interpreted in accordance with the substantive laws of the State of Texas, excluding its conflict of laws
principles. The Parties hereto, their successors and permitted assigns, consent to the exclusive jurisdiction of the federal and
DocuSign Envelope ID: 5271DE9B-D964-4BC8-ADC1-9F41178EE5A5
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state courts of the State of Texas with respect to any legal proceedings that may result from a dispute as to the interpretation
or breach of any of the terms and conditions of this Agreement. The Parties hereto consent to any form of service of process
(including by fax and/or email). This agreement is performable in Denton County, Texas and shall be conducted by laws of the
State of Texas.
7.6 Assignment. Neither this Agreement nor any of the rights or obligations may be assigned by either party
without the prior written consent of both parties.
7.7 Counterparts. This Agreement may be executed in any number of counterparts, each of which shall be an
original and such counterparts together shall constitute one and the same instrument.
7.8 Severability. In the event any provision of this Agreement is deemed to be illegal, invalid or unenforceable for
any reason, the remaining provisions of this Agreement shall be unaffected and this Agreement shall continue in full force and
effect.
7.9 Relationship of Parties. Genscape and Licensee acknowledge and agree that the relationship between the
Parties established by this Agreement is that of independent contractors and that no employment or partnership between them
is created. Neither party shall have authority or right to enter into contracts or undertakings in the name of the other Party nor
to assume or create any obligation of any kind on behalf of the other Party. Enva is an intended third party beneficiary of this
Agreement.
7.10 No Advisory Relationship. Genscape and Licensee acknowledge and agree that the relationship between the
Parties established by this Agreement is that of independent contractors and that there is no advisory relationship. Licensee
should not construe any of the data or services provided by Genscape in whatever format as business, financial, investment,
hedging, trading, legal, regulatory, tax or accounting advice and should not make the data the primary basis for any trading
decisions. If Licensee requires investment advice with respect to the data, services or any product provided by Genscape,
Licensee should consult its own business, financial, accounting or legal advisors. Licensee accepts full responsibility for its own
decisions and for the consequences of those decisions.
7.11 Non-Solicitation. Unless otherwise agreed, each Party shall not, directly or indirectly, divert or attempt to
divert from either Party any such employee through solicitation, hiring, or otherwise during the term of this Agreement and for
one year thereafter. The foregoing restriction shall not apply with respect to advertisements in newspapers of general
solicitation, job fairs or other general means of employment solicitation that do not target specific individuals.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be duly executed by their authorized
representatives effective as of the day and year first above written.
GENSCAPE, INC., a Delaware Corporation
BY:
AUTHORIZED SIGNATURE
Date:
Name:
Title:
PHONE NUMBER
EMAIL ADDRESS
DocuSign Envelope ID: 5271DE9B-D964-4BC8-ADC1-9F41178EE5A5
7/25/2016
Christy Hartman
Controller
chartman@genscape.com
(502) 292-4660
6
CITY OF DENTON, TEXAS
ATTEST:
JENNIFER WALTERS, CITY SECRETARY BY: ________________________
HOWARD MARTIN, INTERIM CITY MANAGER
BY: __________________________________ Date: ________________________
APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
BY: _______________________________
DocuSign Envelope ID: 5271DE9B-D964-4BC8-ADC1-9F41178EE5A5
8/3/2016
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SERVICES & FEES
GENSCAPE SERVICE SCHEDULE
This Genscape Services Schedule (“Schedule”) is entered into pursuant to, and as part of, the Genscape Master Services Agreement (“Agreement”) dated
08/07/2013 by and between Genscape, Inc., a Delaware corporation (“Genscape”) and Denton Municipal Electric (“Client”).
This Schedule will be referenced to by its signature date below and is specific to the products that are selected below.
Market Intelligence - Power IQ Users Start Date End Date Price
Power IQ - PJM Daily
Power IQ - MISO Daily
Power IQ - ERCOT Daily NA 8/31/2016 8/30/2019
$45,582
annual
Power IQ - NYISO Daily
Power IQ - SPP Daily
Power IQ - CAISO Daily
Power IQ - PJM Weekly
Power IQ - MISO Weekly
Power IQ - ERCOT Weekends NA 8/31/2016 8/30/2019 Incl
Market Intelligence - Power Buyer Users Start Date End Date Price
Power Buyer - PJM
Power Buyer - ERCOT
Power Buyer - ERCOT Weekends
Power Buyer - NY-ISO
Power Buyer - ISO-NE
Coincident Peak Forecast - PJM
Coincident Peak Forecast - ERCOT
Coincident Peak Forecast - NY
Coincident Peak Forecast - NE
Market Intelligence - Insights & Opportunities Users Start Date End Date Price
CCR/FTR Insights & Opportunities - MISO FTR
CRR/FRT Insights & Opportunities - ERCOT CRR
Nodal Market Insights – Analysis NA 8/31/2016 8/30/2019 Incl
Nodal Market Insights – Congestion Revenue Rights (CRR) Module
Nodal Market Insights – Day Ahead Market (DAM) Module
NA Power - Power RT Users Start Date End Date Price
Power RT - National
Power RT - PJM
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Power RT - Midwest
Power RT - ERCOT 7 8/31/2016 8/30/2019 Incl
Power RT - Northeast
Power RT - WECC
Power RT - Southeast
Power RT - MISO
Power RT - SPP
NA Power - Transmission RT Users Start Date End Date Price
Transmission RT - National
Transmission RT - Midwest
Transmission RT - PJM
Transmission RT - ERCOT 7 8/31/2016 8/30/2019 Incl
Transmission RT - Northwest
Transmission RT - WECC
Transmission RT - Southeast
Transmission RT - SPP
Transmission RT - MISO
NA Power - Infrared Users Start Date End Date Price
Infrared - National
Infrared - ERCOT 7 8/31/2016 8/30/2019 Incl
Infrared - PJM
Infrared - New York
Infrared - New England
Infrared - West
Infrared - Midwest
NA Power - Frequency Events Users Start Date End Date Price
Frequency Events - National
Frequency Events - ERCOT 7 8/31/2016 8/30/2019 Incl
Frequency Events - West
Frequency Events - East
NA Power - Transmission Datafeed Users Start Date End Date Price
Transmission Datafeed - National
Transmission Datafeed - Northeast
Transmission Datafeed - MISO
Transmission Datafeed - WECC
Transmission Datafeed - PJM
Transmission Datafeed - ERCOT
Transmission Datafeed - PJM+MISO
Transmission Datafeed - SPP
NA Power - RT Datafeed Users Start Date End Date Price
RT Datafeed On-Demand - National
RT Datafeed - Historical Data
RT Datafeed Real-Time - National
RT Datafeed On-Demand - WECC
NA Power - RT Datafeed On-Demand Infrared Users Start Date End Date Price
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RT Datafeed On-Demand - Infrared - National
RT Datafeed On-Demand - Infrared - ERCOT
RT Datafeed On-Demand - Infrared - New York
RT Datafeed On-Demand - Infrared - New England
RT Datafeed On-Demand - Infrared - PJM
RT Datafeed On-Demand - Infrared - West
RT Datafeed On-Demand - Infrared - Midwest
NA Power – RT Datafeed Real-Time - Infrared Users Start Date End Date Price
RT Datafeed Real-Time - Infrared - National
RT Datafeed Real-Time - Infrared - ERCOT
RT Datafeed Real-Time - Infrared - New York
RT Datafeed Real-Time - Infrared - New England
RT Datafeed Real-Time - Infrared - PJM
RT Datafeed Real-Time - Infrared - West
RT Datafeed Real-Time - Infrared - Midwest
Natural Gas Users Start Date End Date Price
Nat Gas Analyst
Nat Gas Real-Time
Nat Gas Datafeed
Nat Gas Basis - National
Nat Gas Basis - Regional
Nat Gas Portal
Nat Gas Supply & Demand Summary - Daily Storage
Nat Gas Supply & Demand Summary - Weekly Storage
Nat Gas Fundamentals - Weekly Report
Nat Gas Fundamentals - Daily Datafeed
Nat Gas Fundamentals - Weekly Datafeed
Nat Gas Redistribution
Nat Gas Production Forecast - Spring Rock Production
Nat Gas Infrastructure Tracking Service - Spring Rock Production
Nat Gas Cloud-DB Server
Nat Gas Equity Insight Service - Spring Rock Production
NOTES:
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TERM & TERMINATION
This Genscape Services Schedule sets forth Genscape products and or services. The Effective Date for each product or service shall commence as of
the “Term Start Date” set forth in the table under the “Services and Fees” heading and will continue thereafter until the “Term End Date”. .
BILLING
Client will be billed in advance of services on a semi-annual bi-annual billing will apply.
PRICING
Pricing for each product in the term stated on the Schedule shall be the amount set forth in the “Price” column under the “Services and Fees” heading.
This Genscape Services Schedule is incorporated into and made a part of the Genscape Master Services Agreement and all terms set forth in the
Genscape Master Services Agreement shall apply to this Genscape Services Schedule.
This Genscape Services Schedule shall remain in effect commencing as of the signing date below and shall be terminated in the manner and in
accordance with the terms set forth in the Genscape Master Services Agreement. This Schedule may, from time to time, be revised and/or replaced
upon written agreement by the Parties.
Signature Date: __________________
Genscape, Inc. Client: City Of Denton
445 E. Market St, Suite 200 215 E. McKinney Street
Louisville, KY 40202 Denton. TX 76201
USA USA
Signature: _____________________________ Signature: ____________________________
Name: _____________________________ Name: ____________________________
Title: _____________________________ Title: ____________________________
DocuSign Envelope ID: 5271DE9B-D964-4BC8-ADC1-9F41178EE5A5
Christy Hartman
Controller
Howard Martin
Interim City Manager
8/3/2016
Certificate Of Completion
Envelope Id: 5271DE9BD9644BC8ADC19F41178EE5A5 Status: Completed
Subject: City Council Docusign Item - 6190 Genscape (Closed Session)
Source Envelope:
Document Pages: 11 Signatures: 6 Envelope Originator:
Certificate Pages: 6 Initials: 0 Rebecca Hunter
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
rebecca.hunter@cityofdenton.com
IP Address: 129.120.6.150
Record Tracking
Status: Original
7/22/2016 9:48:24 AM
Holder: Rebecca Hunter
rebecca.hunter@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Rebecca Hunter
rebecca.hunter@cityofdenton.com
Senior Buyer
City of Denton
Security Level: Email, Account Authentication
(Optional)
Completed
Using IP Address: 129.120.6.150
Sent: 7/22/2016 3:09:13 PM
Viewed: 7/22/2016 3:09:25 PM
Signed: 7/22/2016 3:10:04 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Christy Hartman
chartman@genscape.com
Controller
Security Level: Email, Account Authentication
(Optional)Using IP Address: 216.26.167.177
Sent: 7/22/2016 3:10:05 PM
Resent: 7/25/2016 6:49:03 AM
Viewed: 7/25/2016 6:53:50 AM
Signed: 7/25/2016 6:55:39 AM
Electronic Record and Signature Disclosure:
Accepted: 7/25/2016 6:53:50 AM
ID: 0c0c3c51-ea66-4d9e-b310-7b47070bd515
John Knight
john.knight@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 129.120.6.150
Sent: 7/25/2016 6:55:43 AM
Viewed: 7/25/2016 12:49:27 PM
Signed: 7/25/2016 12:50:03 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Julia Winkley
julia.winkley@cityofdenton.com
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Completed
Using IP Address: 129.120.6.150
Sent: 7/25/2016 12:50:05 PM
Viewed: 7/25/2016 1:06:10 PM
Signed: 8/3/2016 6:35:19 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Signer Events Signature Timestamp
Howard Martin
howard.martin@cityofdenton.com
Interim City Manager
City of Denton
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 129.120.6.150
Sent: 8/3/2016 6:35:23 AM
Viewed: 8/3/2016 2:40:33 PM
Signed: 8/3/2016 2:40:49 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Jennifer Walters
jennifer.walters@cityofdenton.com
City Secretary
City of Denton
Security Level: Email, Account Authentication
(Optional)
Using IP Address: 129.120.6.150
Sent: 8/3/2016 2:40:52 PM
Viewed: 8/4/2016 8:55:10 AM
Signed: 8/4/2016 8:55:20 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
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
Zohar Asher
zasher@genscape.com
Genscape, Inc.
Security Level: Email, Account Authentication
(Optional)
Sent: 7/25/2016 6:49:02 AM
Electronic Record and Signature Disclosure:
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ID:
Julia Winkley
julia.winkley@cityofdenton.com
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Sent: 7/25/2016 6:55:42 AM
Electronic Record and Signature Disclosure:
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ID:
Sherri Thurman
sherri.thurman@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 7/25/2016 6:55:42 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Carbon Copy Events Status Timestamp
Jane Richardson
jane.richardson@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 8/3/2016 6:35:21 AM
Viewed: 8/3/2016 7:12:13 AM
Electronic Record and Signature Disclosure:
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ID:
Robin Fox
Robin.fox@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 8/3/2016 6:35:21 AM
Electronic Record and Signature Disclosure:
Accepted: 10/9/2015 11:39:51 AM
ID: 04463961-03db-4c4d-9228-d660d6146ed6
Jennifer Bridges
jennifer.bridges@cityofdenton.com
Procurement Assistant
City of Denton
Security Level: Email, Account Authentication
(Optional)
Sent: 8/4/2016 8:55:23 AM
Viewed: 8/4/2016 11:29:15 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Jane Richardson
jane.richardson@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 8/4/2016 8:55:25 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Lance Cunningham
Lance.Cunningham@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Sent: 8/4/2016 8:55:26 AM
Viewed: 8/4/2016 10:14:32 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
ID:
Notary Events Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 8/4/2016 8:55:26 AM
Certified Delivered Security Checked 8/4/2016 8:55:26 AM
Signing Complete Security Checked 8/4/2016 8:55:26 AM
Completed Security Checked 8/4/2016 8:55:26 AM
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. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
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
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required notices and disclosures electronically from us and you will no longer be able to use your
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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: 4/20/2015 2:25:38 PM
Parties agreed to: Christy Hartman, Robin Fox
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: kevin.gunn@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 kevin.gunn@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 kevin.gunn@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 kevin.gunn@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:
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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.