2015-289ORDINANCE NO. 2015-2g9
AN ORDINANCE OF THE CITY OF DENTON, TEXAS PROVIDING FOR,
AUTHORIZING, AND APPROVING THREE (3) YEAR SERVICE SUBSCRIPTION FOR
THE CODERED EMERGENCY NOTIFICATION SYSTEM AND CODERED WEATHER
WARNING SERVICE, WHICH IS AVAILABLE FROM ONLY ONE SOURCE AND IN
ACCORDANCE WITH CHAPTER 252.022 OF THE TEXAS LOCAL GOVERNMENT
CODE SUCH PURCHASES ARE EXEMPT FROM THE REQUIREMENTS OF
COMPETITIVE BIDDING; AND PROVIDING AN EFFECTIVE DATE (FILE 3964-
AWARDED TO EMERGENCY COMMUNICATIONS NETWORK, INC. FOR A THREE (3)
YEAR NOT-TO-EXCEED AMOL7NT OF $134,000).
WHEREAS, Section 252.022 of the Local Government Code provides that procurement
of items that are only available from one source, including; items that are only available from
one source because of patents, copyrights, secret processes or natural monopolies; films,
manuscripts or books; electricity, gas, water and other utility purchases; captive replacement
parts or components for equipment; and library materials for a public library that are available
only from the persons holding exclusive distribution rights to the materials; and need not be
submitted to competitive bids; and
WHEREAS, the City Council wishes to procure one or more of the items mentioned in
the above paragraph; NOW, THEREFORE,
THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS:
SECTION 1. The following purchase of materials, equipment or supplies, as described
in the "File" listed hereon, and on file in the office of the Purchasing Agent, and the license
terms attached are hereby approved:
FILE
NUMBER VENDOR AMOUNT
3964 Emergency Communications Network, Inc. $134,000
SECTION 2. The City Council hereby finds that this bid, and the award thereof,
constitutes a procurement of items that are available from only one source, including, items that
are only available from one source because of patents, copyrights, secret processes or natural
monopolies; films, manuscripts or books; electricity, gas, water and other utility purchases;
captive replacement parts or components for equipment; and library materials for a public library
that are available only from the persons holding exclusive distribution rights to the materials; and
need not be submitted to competitive bids.
SECTION 3. The acceptance and approval of the above items shall not constitute a
contract between the City and the person submitting the quotation for such items until such
person shall comply with all requirements specified by the Purchasing Department.
SECTION 4. The City Manager is hereby authorized to execute any contracts relating to
the items specified in Section 1 and the expenditure of funds pursuant to said contracts is hereby
authorized. �
SECTION 5. The City Council of the City of Denton, Texas hereby expressly delegates
the authority to take any actions that may be required or permitted to be performed by the City of
Denton under File 3964 to the City Manager of the City of Denton, Texas, or his designee.
SECTION 6. This ordinance shall become effective immediately upon its passage and
approval . ..................�
PASSED AND APPROVED this the �/� day o���.� `��� �;_, , 2015.
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ATTEST:
JENNIFER WALTERS, CITY SECRETARY
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APPROVED AS TO LEGAL FORM:
ANITA BURGESS, CITY ATTORNEY
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DocuSign Envelope ID: B25EF482-E7A1-40EC-B8D8-5707946BD1C8
CODERED SERVICES AGREEMENT
This CodeREDO Services Agreement ("Agreement") is made and effective as of October 7, 2015 (the "Effective
Date") by and between Emergency Communications Network, LLC. a Delaware Limited Liability Company
("Licensor") located at 780 W. Granada Boulevard, Suite 200, Ormond Beach, FL 32174 and Citv of Denton, a
body politic and corporate of the State of Texas ("Licensee") located at 332 East Hickorv Street, Denton, TX
76201.
Licensor is the owner of a service identified as "CodeRED� Emergency Notification System" (the "Service"),
which is designed to allow authorized licensed users to have access 24 hours a day, 7 days a week for the
purpose of generating high-speed notifications to targeted groups via an Internet-hosted software application.
Licensee desires to utilize the Service for the purpose of communicating matters of public interest and concern.
The parties agree as follows:
1. License: Licensor grants Licensee a non-exclusive and non-transferable license (the "License") to use the
Service for Licensee's own purpose, in accordance with the terms of this Agreement. Licensor reserves the
right to either charge additional fees or terminate this Agreement if other parties not contemplated in this
Agreement are granted access to the Service by Licensee. Licensee assumes full and complete responsibility
for the use of the Service by anyone whom Licensee permits to use the Service or who otherwise uses the
Service through Licensee's access codes.
Licensee may not assign, license, sublicense, rent, sell or transfer the License, the Service, those codes used to
access the Service, or any rights under this Agreement. To access the Service, Licensor will provide Licensee
with up to five 5 unique user name(s) and password(s). Additional users pass codes may be obtained at an
additional annual fee as outlined in Exhibit A, attached hereto and incorporated by reference.
2. Ownership: Licensee also agrees that it shall not duplicate, translate, modify, copy, printout, disassemble,
decompile or otherwise tamper with the Service or any software provided. The Licensee's License confers no
title or ownership in the Service or its underlying technology.
3. Functionality: The Service provides the ability for Licensee to generate high-speed notifications to
geographically selected calling areas and/or listed databases via an Internet-hosted software application. The
Service utilizes an interactive voice response telephone service to record Licensee voice messages and initiate
telephone call-out projects. Licensee's community database(s) shall be limited to containing contact data
located within the geographic boundaries (determined by Lat/Lon coordinates) of the Citv of Denton, Texas
(the "Callinp Area"). Licensee may only place calls via the system to telephone numbers assigned within the
48 contiguous United States of America. International call rates may be set by separate agreement. Any
additional Service functions will be charged at the rates on Exhibit A.
4. Term: This Agreement, and the License extended herein, will continue for a period of three (3) vears (the
"Term") commencing on the Effective Date. Upon termination of this Agreement, whether by expiration of the
Term or as otherwise set forth herein, Licensee's access to the Service will be terminated and all System
Minutes remaining on account shall transfer solely to Licensor.
5. Costs for the Service: During the Term of this Agreement, Licensee agrees to pay all costs and fees for
utilizing the Service, as described in Exhibit A, and as set forth in this paragraph. Licensee understands and
agrees that it will purchase prepaid minutes for the Service ("System Minutes"). Licensee further understands
and agrees that whenever Licensee utilizes the Service, the actual calling minutes used by Licensee while
utilizing the Service will be deducted from the balance of System Minutes remaining in Licensee's System
Minutes account or bank. Licensee is responsible to maintain, at all times, a sufficient balance of System
Minutes on account. Payment for the Service or System Minutes is due and payable upon receipt of invoice
(ROI). Finance charges at a rate of 1% per month (12% per annum) will be charged on all balances outstanding
beyond 60 days. All payments due under this Agreement shall be paid to: Emergency Communications
Network, LLC at 780 W. Granada Boulevard, Suite 200, Ormond Beach, FL 32174. Licensee understands and
agrees that the prices set forth on Exhibit A are not final until this Agreement has been fully executed, and that it
is at the Licensor's discretion to honor such prices in the event this Agreement has not been returned to the
Licensor within 90 days from the date this Agreement was drafted for the Licensee.
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6. Free Testing and Training Minute Blocks: Licensee is allotted free time on the system which runs the Service
for the purpose of testing and training. Licensee understands and agrees that the following conditions must be
met in order for Licensee to utilize the free minute bank specified in Exhibit A:
a) Minutes used for testing and training will be deducted from Licensee's minute bank at the time of using the
Service;
b) Licensee must notify Licensor in writing within 60 days from the date the Service was used for testing or
training, specifying qualified project(s) and minutes used, to request that such minutes be designated as free
minutes and restored to the minutes that were deducted from Licensee's System Minute bank. Licensee
understands and agrees that, if Licensee fails to notify Licensor within 60 days of the use of the Service, the
minutes used will not be eligible for restoration as free minutes, and will remain deducted from Licensee's
System Minute bank as described above;
c) Any unused minutes are not transferable, and shall only roll over by written agreement; and
d) Licensor will have the final right to deem all free calling minutes eligible or ineligible for reimbursement under
this paragraph.
7. Annual System Minute Bank Replenishment: Each year, Licensee will have access to 125,000 System
Minutes. The System Minute bank will be refilled every year, to 125,000 System Minutes, upon the anniversary
of the Effective Date, as set forth in this Agreement. System Minutes are not transferable and do not rollover
from year to year, unless otherwise paid for and agreed in writing. If the entire bank of System Minutes is
exhausted during the given year, Licensee will be required to repurchase System Minutes according to the
System Minute bank refill provisions described herein.
8. Minute Bank Refill Feature: The parties recognize that Licensee may utilize the Service in a manner that
results in Licensee exceeding the amount of prepaid System Minutes in Licensee's System Minute bank. In the
event that using the Service completely exhausts Licensee's remaining prepaid System Minute bank, Licensor
will immediately refill Licensee's System Minute bank with a block of 12,500 System Minutes, and will invoice
Licensee for this block of minutes at the Additional System Minute price as indicated in Exhibit A. Licensee shall
pay Licensor for all Additional System Minute blocks upon receipt of invoice from Licensor, subject to the same
terms as set forth in paragraph 5. Licensee understands and agrees that it is required to maintain a System
Minutes balance in its System Minutes bank at all times, and agrees to purchase Additional System Minute
blocks as needed in order to maintain a positive System Minute balance. The purpose of this refill feature is to
ensure that calls being placed via the Service are not interrupted as the result of Licensee's depletion of its
System Minutes.
9. Termination: Upon termination of this Agreement, Licensee will return all Confidential Information (as
hereinafter defined) and copies to Licensor. Licensor, in its sole discretion, may also terminate this Agreement:
a) for any reason by providing no less than 30 days advance notice, and in such case, Licensor will refund to
Licensee an amount equal to the lesser of the monthly-prorated balance of the annual fee based on the number
of days left in the term of the Agreement or the value of the balance of System Minutes in Licensee's System
Minute bank as calculated by multiplying the remaining System Minutes by the additional system minute price
on Exhibit A; or b) immediately, and without further notice, as a result of Licensee's breach of this Agreement,
and in such case, no fees paid hereunder shall be refunded. Upon termination, Licensee agrees to remove from
Licensee's computer(s), and any computers within Licensee's control, any and all files and documents related to
the Service.
10. Copyright: Licensee understands and agrees that United States copyright laws and international treaty
provisions protect the Service. Except for the limited License provided for herein, Licensor reserves all rights in
and to the Service and all underlying data, compilations, and information maintained by Licensor relating to the
Service, including but not limited to, the source or object code. Licensee shall not make any ownership,
copyright or other intellectual property claims related to the Service or data processed through the Service.
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11. Representations and Warranties: Licensee acknowledges and agrees that: (a) the Service is run by software
that is designed to be active 24 hours per day, 365 days per year; software in general is not error-free and the
existence of any errors in Licensee's software used in conjunction with the Service shall not constitute a breach
of this Agreement; (b) in the event that Licensee discovers a material error which substantially affects
Licensee's use of the Service, and Licensee notifies Licensor of the error, Licensor shall use reasonable
measures to restore access to the Service, provided that such error has not been caused by incorrect use,
abuse or corruption of the Service or the Service's software or by use of the Service with other software or on
equipment with which it is incompatible by Licensee or a third party accessing the Service through Licensee's
passcodes; (c) Licensee is responsible for maintaining access to the Internet in order to use the Service;
Licensor in no way warrants Licensee's access to the Internet via Licensee's Internet Service Provider(s); (d)
Under certain rare instances not all technologies are compatible without manual intervention by both parties.
Licensee agrees that its staff will cooperate with Licensor's staff to make necessary modifications to allow the
Service to perform; and (e) the individual signing on behalf of Licensee is an authorized officer, employee,
member, director or agent for Licensee and has full authority to cause Licensee to enter into and be bound by
the terms of this Agreement and this Agreement fully complies with all laws, ordinances, rules, regulations, and
governing documents by which Licensee may be bound.
12. Security: Licensor will use commercially reasonable practices and standards to secure and encrypt data
transmissions. Licensee understands and acknowledges that Licensor is providing the Service on the World
Wide Web through an "upstream" third party Internet Service Provider, utilizing public utility services which may
not be secure. Licensee agrees that Licensor shall not be liable to Licensee in the event of any interruption of
service or lack of presence on the Internet as a result of any disruption by the third party Internet Service
Provider or public utility. Licensee agrees that Licensor cannot guarantee the integrity of any Licensee supplied
or user supplied data. Any errors, duplications, or inaccuracies related to Licensee or user supplied data will be
the responsibility of the Licensee.
13. Disclaimer: In no event (even should circumstances cause any or all of the exclusive remedies to fail their
essential purpose, and even if Licensor has been advised of the possibility of such damages) shall Licensor, its
officers, directors, managers, members employees or agents, be liable for any indirect, punitive, special,
incidental or consequential damages of any nature (regardless of whether such damages are alleged to arise in
contract, tort or otherwise), including, but not limited to, loss of anticipated profits or other economic loss in
connection with or ensuing from the existence, furnishing, function, or Licensee's use of any item or products or
services provided for in this Agreement. Licensee understands that the cumulative liability of Licensor for any
and all claims relating to the Service provided by Licensor shall not exceed that total amount paid by Licensee
for the most recent payment made by Licensee to Licensor. The Service is provided as-is, and Licensor
disclaims all warranties, express or implied, and does not warrant for merchantabilitv or fitness of a
particular purpose. Licensee recognizes that once email and text messages have been released from
Licensor's equipment, the ultimate delivery of the messages depends on the message recipient's local network.
As a result Licensor cannot guarantee the delivery of email and text messages to a recipient.
14. Appropriate Use of The Service: Licensee agrees to use the Service in a way that conforms with all applicable
laws and regulations, including but not limited to all laws regarding outbound telemarketing, the Federal
Telephone Consumer Protection Act of 1991, The Telemarketing and Consumer Fraud and Abuse Prevention
Act of 1999, as well as State and Local telemarketing laws and requirements. Licensee agrees not to initiate a
call, such that the same call is to be delivered to two (2) or more lines of a business. Licensee specifically
agrees not to make any attempt to gain unauthorized access to any of Licensor's systems or networks. Licensee
agrees that Licensor shall not be responsible or liable for the content of the message(s) created by Licensee, or
by those who access the Service using Licensee's codes, or otherwise delivered by the Service on behalf of
Licensee. Licensee agrees to be solely responsible for any and all lawsuits, demands, liabilities, damages,
claims, losses, costs or expenses, including its own and any awarded attorneys' fees (whether by salary,
retainer or otherwise), from any claim, whether brought by a third party, arising from any violation of this
Agreement by Licensee; from the content, placement, or transmission of any messages or materials sent or
maintained through Licensee's accounts, or use of the Service through Licensee's account; and from any
violations of any laws by Licensee.
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15. Confidentiality: Licensor acknowledges the confidential nature of Licensee and user supplied data and files
that it is to prepare, process or maintain under this Agreement, and agrees to perform its duties in such a
manner as to prevent the disclosure to the public or to any persons not employed by Licensor, any confidential
data and files. Data collected by Licensor will remain secured on Licensor's equipment and will only be released
upon mutual agreement by both parties or a court order of sufficient jurisdiction. Licensee understands and
agrees that private citizens and other persons in the Calling Area may voluntarily contribute their contact
information to be used in the Service, and that Licensor shall develop and maintain a database of such
information, along with other information privately developed by Licensor (the "Data"). Licensee acknowledges
and agrees that Licensor desires to maintain the privacy of the Data, and that Licensee shall take no steps to
compromise the privacy of the Data. Licensee further acknowledges that Licensor shall disclose to Licensee
certain confidential, proprietary trade secret information of Licensor (along with the Data, "Confidential
Information"). Confidential Information may include, but is not limited to, the Service, computer programs,
flowcharts, diagrams, manuals, schematics, development tools, specifications, design documents, marketing
information, user data, Calling Area data, financial information or business plans. Licensee agrees that, at all
times during and after the termination of this Agreement, Licensee will not, without the express prior written
consent of Licensor, disclose any Confidential Information or any part thereof to any third party. Nothing in this
Agreement will be deemed to require Licensor to disclose any Confidential Information to Licensee or to prohibit
the disclosure of any information in response to a subpoena or other similar order by a court or agency. The
Licensee will promptly notify the Licensor of the receipt of any subpoena or other similar order and of any
request under the Public Information Act or any other similar law, and will assist Licensor in preventing the
disclosure of the Confidential Information pursuant to same to the extent required by Licensor.
16. Entire Agreement: This Agreement supersedes all prior understandings or agreements, whether oral or written,
on the subject matter hereof between the parties. Only a further writing that is duly executed by both parties may
modify this Agreement. The terms and conditions of this Agreement will govern and supersede any additional
terms provided by Licensee, including but not limited to additional terms contained in standard purchase order
documents and third party application terms, unless mutually agreed to, via written signature, by Licensor. The
terms of this Agreement shall not be waived except by a further writing executed by both parties hereto. The
failure by one party to require performance of any provision shall not affect that party's right to require
performance at any time thereafter, nor shall any waiver under this Agreement constitute a waiver of any
subsequent action.
17. Notices: All notices or requests, demands and other communications hereunder shall be in writing, and shall
be deemed delivered to the appropriate party upon: (a) personal delivery, if delivered by hand during ordinary
business hours; (b) the day of delivery if sent by U.S. Mail, postage pre-paid; (c) the day of signed receipt if sent
by certified mail, postage pre-paid, or other nationally recognized carrier, return receipt or signature provided
and in each case addressed to the parties as follows:
As to Licensor: Emergency Communications Network, LLC, 780 W. Granada Boulevard, Suite 200, Ormond
Beach, FL 32174
As to Licensee: Citv of Denton. Attn: Michael Penaluna/Emerpencv Manapement Director. 332 East
Hickorv Street, Denton, TX 76201
Either party may change the address provided herein by providing notice as set forth in this paragraph.
18. General:
a) If a dispute arises out of or relates to the Agreement, or the breach thereof, the parties agree to negotiate
prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the
running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a
meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or
such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual
with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to
attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such
meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to
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mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in
which event the parties may proceed directly to mediation as described below.
b) If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the
parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution
of the dispute. Should they choose this option; the Licensee and the Licensor agree to act in good faith in the
selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing
in the Agreement prevents the parties from relying on the skills of a person who is trained in the subject matter
of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30)
calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County
Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for
up to thirty (30) calendar days from the date of the first mediation session. The Licensee and the Licensor will
share the mediator's fees equally and the parties will bear their own costs of participation such as fees for any
consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation.
19. Interpretation and Severability: In the event any provision of this Agreement is determined by a court of
competent jurisdiction to be void, the remaining provisions of this Agreement shall remain binding on the parties
hereto with the same effect as though the void provision(s) had been limited or deleted, as applicable.
20. Counterparts and Construction: This Agreement may be executed in counterparts, each of which shall
constitute an original, with all such counterparts constituting a single instrument. The headings contained in this
agreement shall not affect the interpretation of this Agreement and are for convenience only. Licensee agrees
that this Agreement shall not be construed against the Licensor as the drafter, and that Licensee has read and
understands this Agreement, and had the opportunity to review this Agreement with legal counsel.
21. Survival: Certain obligations set forth herein represent independent covenants by which either party hereto may
be bound and shall remain bound regardless of any breach of this Agreement and shall survive termination of
this Agreement.
IN WITNESS WHEREOF, the parties execute this Agreement on the date(s) indicated below.
Licensee:
Citv of Denton, Texas
e,
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George Campbell
Printed Name:
City Manager
Title:
9/16/2015
Date:
DocuSigned by:
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CSBFAFC1821946D...
Docu5igned by:
John Knight
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Approved as to Legal Form
Licensor:
Emergency Communications Network, LLC
By: ��"'d �����,b
David DiGiacomo
Printed Name:
President/CEO
Title:
Date:
9/8/2015
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Licensee ��
DocuSign Envelope ID: B25EF482-E7A1-40EC-B8D8-5707946BD1C8
Exhibit A — Service Charges
Three (3) year Discount CodeRED Service Agreement
$ 88,596.00
Payments due in annual installments of $ 29,532.00
Up to 125,000 Annual CodeRED System Minutes $ Included (see section 8)
Additional System Minutes
500 minutes for testing and training
Email and Text Messaging
Up to 5 CodeRED user pass codes
Additional pass codes may be purchased for an annual fee of $150.00 per pass code.
Initial Residential Database Upload
$ 0.25 per minute
$ No Charqe (see section 6)
$ No Charge
$ Included
$ Waived
One (1) CodeRED distance training session $ Included
Additional distance training sessions may be purchased for $150.00 per hour (one hour minimum).
System usage will be charged against Prepaid System Minutes at actual minutes of time connected
while delivering prerecorded System calls. All calls will be billed in 6-second increments. Only
connected calls (live connections, answering machine connections and fax tone connections) will
result in connection charges being incurred.
Database Accuracy Updates
Licensor Supplied Database: "Database Accuracy Updates" ensure that the data population maintained by
Licensor under this Agreement undergoes periodic accuracy checks using the Licensor's most current in-house
compiled database including, but not limited to, household addresses and telephone numbers. It will be the sole
responsibility of the Licensee to maintain database accuracy and request updates from the Licensor.
One annual "Database Accuracy Update" will be performed by the Licensor upon request by the Licensee at no
charge. Additional updates requested by Licensee will incur charges at the rate listed below after the update
service is completed by Licensor.
3� per record in final updated database population.
Licensee Supplied Database: A service labor fee of One Hundred Dollars ($100.00) per hour will be billed to
Licensee for any data importing, manipulating, and loading any database supplied by Licensee or on Licensee's
behalf to Licensor.
$100 per hour for database maintenance
Annual System Maintenance, including all Software Upgrades $ No Charqe
Licensee may be upgraded to latest version(s) of the Service as available
Professional Services Upon Request: $135/hour
Licensor shall perform professional services as requested from time to time by Licensee in its sole discretion.
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Exhibit 2
CodeRED° Weather Warning Service Addendum
This is an Addendum, effective October 7, 2015 (the "Effective Date"), to the CodeRED Services
Agreement ("Agreement") entered into, as of the Effective Date, by and between the Citv of
Denton (hereinafter "Licensee") a body politic of the State of Texas located at 332 East Hickory
Street, Denton, TX 76201 and Emergency Communications Network, LLC (hereinafter
"Licensor"). In consideration of the promises set forth herein and outlined in the Agreement,
Licensee and Licensor agree to amend the CodeRED Services Agreement in the following
manner:
1. The following terms shall be added to the original CodeRED Service Agreement:
CodeRED� Weather Warning Service: Licensor's CodeRED Weather Warning Service
(CRWW) expands the benefits of the CodeRED service to include the automatic launching of
prerecorded Weather Warning call-out projects to Licensee approved subscribers. These
automated call-outs are initiated by the issuance of a Severe Weather Bulletin by the National
Weather Service (NWS), with no intervention on the part of Licensee or Licensor. Call recipients
are determined by matching the geographic locations associated with a database of opt-in
subscribers against the geographic polygon(s) associated with Severe Weather Warnings issued
by NWS.
CRWW Terms of Use:
Subscribers: Severe weather events can occur at any time of day or night. Accordingly,
CRWW calls will automatically be launched in response to the issuance of NWS Bulletins at any
time, 24 hours/day. Unlike the CodeRED service which is pre-populated with calling data for
residential and business telephones, the CRWW service targets the telephone numbers of ONLY
those households and business that have CHOSEN to participate through an opt-in process.
Residents and businesses within the Citv of Denton, Texas who wish to receive the CRWW
calls can add their name and geographic location to the CRWW subscriber database via the
Licensee's CodeRED Residential Update Website. This site is hosted by Licensor for the purpose
of allowing citizens to add their contact information to both the CodeRED database and the
CRWW database via the Internet. Subscribers shall be subject to the terms and conditions of the
CRWW service, which can be reviewed at: http://ecnetwork.com/privacy-policy/. ONLY THOSE
CITIZENS WHO OPT-IN TO THE CRWW SERVICE WILL BE ELIGIBLE TO RECEIVE
WEATHER WARNING CALLS. LICENSEE MUST APPROVE ALL SUBSCRIBER ENTRIES
PRIOR TO THEIR BEING ACTIVATED AND ENTERED INTO THE CALLING DATABASE. All
subscriber data is the sole and exclusive property of Licensor.
Limits on Calling Database: Citizens are allowed to enter up to two (2) telephone
contact numbers for each CRWW address. Only addresses falling within the geography covered
under the CodeRED Services Agreement are eligible to receive CRWW calls. Licensee is
responsible for removing subscriber addresses that fall outside of its covered municipality prior to
approving records via the on-line Residential Update approval process.
CodeRED Minute Bank Balance: Calls placed automatically via the CRWW Service
have no effect on the minute bank balance associated with the CodeRED Service. The additional
fees (described below) for the CRWW Service include all minutes used in the delivery of all
warning calls made during the term of this Addendum.
License: The CRWW Service is available only as an add-on service module for
Licensees of the CodeRED Service. The CRWW service license will not be provided under the
terms of this Addendum unless a current active Standard CodeRED Services agreement is in
effect.
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COST FOR CRWW: Licensee shall pay to Licensor fortv-four thousand three hundred one
dollars ($44,301) for the initial term of this Addendum, which shall coincide with the Initial Term
of the Agreement, which shall be paid by Licensee in three (3) annual installments of fourteen
thousand seven hundred sixtv-seven dollars ($14,767). Thereafter Licensee shall pay f°rtv_
four thousand three hundred one dollars ($44,301) for each successive term of this
Addendum, which shall coincide with any Renewal Term, and the full term of, the Agreement,
which shall be paid by Licensee in three (3) annual installments of fourteen thousand seven
hundred sixtv-seven dollars ($14,767). Payment terms shall be identical to the terms
contained in the original Agreement for the CodeRED Service. Pricing for CRWW is separate and
independent from CodeRED Service Agreement pricing, and the CRWW service can be removed
from the CodeRED Service by Licensee by providing 30 days written notice prior to the end of the
then-current initial term or renewal term of the Agreement. Licensee will be notified of any price
change for CRWW a minimum of 90 days in advance of the renewal date.
TERM: The term of the CRWW Addendum shall commence as of the Effective Date and shall be
for so long as Licensee maintains an active CodeRED Services Agreement and has paid the
appropriate fees listed above. Upon termination of the CodeRED Services Agreement, access to
the CRWW system will terminate and Licensor shall terminate all individual subscriber accounts.
2. This Addendum shall not modify any terms and conditions of the Agreement, which shall
remain in force and effect for the term of the Agreement.
CITY OF DENTON, TEXAS
Licensee
By:
Name:
Title:
Date:
�C'�o��,�tic �..�mv�
George Campbell
City Manager
9/16/2015
Page 2 of 2
EMERGENCY COMMUNICATIONS
NETWORK, LLC
Licensor
By:
Name:
Title:
Date:
oa��=,9��7a7 n,
�mu� i/t�laCdw�b
DaviJd� Di Gi acomo
President/CEO
9/8/2015
Certificate Of Completion
Envelope Number: B25EF482E7A140ECB8D85707946BD1C8
Subject: Please DocuSign: Contract Documents
Source Envelope:
Document Pages: 9 Signatures: 6
Certificate Pages: 6 Initials: 14
AutoNav: Enabled
Envelopeld Stamping: Enabled
Record Tracking
Status: Original
9/8/2015 12:02:30 PM PT
Signer Events
Cindy Alonzo, City of Denton
cynthia.alonzo@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered
ID:
David DiGiacomo
g mu rray@ecnetwork.com
PresidenUCEO
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Accepted: 9/8/2015 2:18:15 PM PT
ID:42e2a5ba-602e-47bd-a481-422fb323ecb4
John Knight
john.knight@cityofdenton.com
Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered
ID:
Julia Klinck
julia. klinck@cityofdenton.com
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered
ID:
Holder: Cindy Alonzo
Cynthia.Alonzo@cityofdenton.com
Signature
Completed
Using IP Address: 129.120.6.150
�DocuSigned by:
I� '�a�u�, �lGtaCbw�b
`--ADA6E4832B454EC...
Using IP Address: 71.46.212.114
�DocuSigned by:
Il John Knight
`�—C821996C2A2B439...
Using IP Address: 129.120.6.150
Completed
Using IP Address: 129.120.6.150
Status: Completed
Envelope Originator:
Cindy Alonzo
Cynthia.Alonzo@cityofdenton.com
I P Address: 129.120.6.150
Location: DocuSign
Timestamp
Sent: 9/8/2015 12:20:13 PM PT
Viewed: 9/8/2015 12:20:23 PM PT
Signed: 9/8/2015 12:22:00 PM PT
Sent: 9/8/2015 12:22:02 PM PT
Viewed: 9/8/2015 2:18:15 PM PT
Signed: 9/8/2015 2:19:29 PM PT
Sent: 9/8/2015 2:19:33 PM PT
Viewed: 9/8/2015 2:27:19 PM PT
Signed: 9/8/2015 2:27:48 PM PT
Sent: 9/8/2015 2:27:51 PM PT
Viewed: 9/8/2015 2:59:51 PM PT
Signed: 9/16/2015 9:59:58 AM PT
�� �
�
�s�c�a��a�
Signer Events
George Campbell
george.campbell@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered
ID:
Jennifer Walters
jennifer.walters@cityofdenton.com
City Secretary
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered
ID:
In Person Signer Events
Editor Delivery Events
Agent Delivery Events
Intermediary Delivery Events
Certified Delivery Events
Carbon Copy Events
Charleta Gilbreath
charleta.gilbreath@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered
ID:
Julia Klinck
julia. klinck@cityofdenton.com
Contracts Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered
ID:
Signature
�DocuSigned by:
C�zovea,e CrLr..�.�Aa.11
4884E925FOE6480...
Using IP Address: 129.120.6.150
�DocuSigned by:
I Jcrrl�ca �Uk[;etii
`--CSBFAFC1821946D...
Using IP Address: 129.120.6.150
Signature
Status
Status
Status
Status
Status
��I�IE[�
� � ���r�
Robin Fox �� �� � �
Robin.fox@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered
ID:
Timestamp
Sent: 9/16/2015 10:00:04 AM PT
Viewed: 9/16/2015 10:40:42 AM PT
Signed: 9/16/2015 10:42:26 AM PT
Sent: 9/16/2015 10:42:29 AM PT
Resent: 9/24/2015 10:05:34 AM PT
Resent: 10/7/2015 1:48:19 PM PT
Viewed: 9/17/2015 7:10:59 AM PT
Signed: 10/9/2015 8:50:31 AM PT
Freeform Signing
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Sent: 9/8/2015 2:19:31 PM PT
Viewed: 10/9/2015 9:34:19 AM PT
Sent: 9/8/2015 2:19:32 PM PT
Viewed: 9/22/2015 10:23:59 AM PT
Sent: 9/16/2015 10:00:02 AM PT
Viewed: 9/16/2015 11:03:20 AM PT
Carbon Copy Events
Status
Jennifer Bridges �� p�I E [�
jen nifer. bridges@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered
ID:
Bobbie Arashiro �� �� � �
bobbie.arashiro@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Accepted: 6/29/2015 10:36:42 AM PT
ID:2a5e0348-28e2-4fe4-a940-Ofad20fb875f
Jane Richardson �� �� � �
jane.richardson@cityofdenton.com
Security Level: Email, Account Authentication
(Optional)
Electronic Record and Signature Disclosure:
Not Offered
ID:
Notary Events
Envelope Summary Events
Envelope Sent
Certified Delivered
Signing Complete
Completed
Status
Hashed/Encrypted
Security Checked
Security Checked
Security Checked
Electronic Record and Signature Disclosure
Timestamp
Sent: 10/9/2015 8:50:35 AM PT
Sent: 10/9/2015 8:50:37 AM PT
Viewed: 10/9/2015 8:53:08 AM PT
Sent: 10/9/2015 8:50:39 AM PT
Viewed: 10/9/2015 11:12:21 AM PT
Timestamp
Timestamps
10/9/2015 8:50:39 AM PT
10/9/2015 8:50:39 AM PT
10/9/2015 8:50:39 AM PT
10/9/2015 8:50:39 AM PT
Electronic Record and Signature Disclosure created on: 4/20/2015 2:25:38 PM
Parties agreed to: David DiGiacomo, Bobbie Arashiro
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 pocuSign, 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 pocuSign 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
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 pocuSign 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.
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 pocuSign 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 pocuSign 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..
Re uired hardware and software
O eratin S stems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Ex lorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetSca e 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
rox 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.