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SECTION l. The items shown in the "File Number" referenced herein and on file in
office of the Purchasing Agent, are hereby accepted and approved as being the lowest
responsible bids for such items:
FILE
NUM ER VEN OR A O T
6873 Ion Wave Technologies, Inc, $1d1,500
! ' �' - .� � • .� . . � � . �� � - . + . . _ , . . � ..
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♦ ` i ` � 4 � i�f # `i . � ` .* . .;
, . . . . ! ` i ' �, . . ! . ' � � . . . . . �, .
City's ratification of bids awarded by the Buy Board Cooperative Purchasing Network, the City
Manager, or his designated representative, is hereby authorized to execute the written contract
which shall be attached hereto; provided that the written contract is in accordance with the terms,
conditions, specifications and standards contained in the Proposal submitted to the Buy Board
Cooperative Purchasing Network, and related documents herein approved and accepted.
SECTION 4. The City Council of the City of Denton 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 6873 to the City Manager of the City of Denton, or his designee.
SECTION 5. By the acceptance and approval of the items set forth in the referenced file
number, the City Council hereby authorizes the expenditure of funds therefor in the amount and
in accordance with the approval purchase orders or pursuant to a written contract made pursuant
thereto as authorized herein.
S,E,CTION 6. This ordinance shall become effective immediately upon its passage and
approval,
C���� ���c��i��s� ��� �������a��� this ordmance was made bY .�.... �.�._ f�°"�... ..._ and
----
�� c ��������i ��� _����r�� � �',+�� �����° the ordinance was �u �sed and approved by
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dlr� ����89����i���.��� vr���* N ��..." � ..���,�
Mayor Chris Watts:
Gerard Hudspeth, District 1:
Keely G. Briggs, District 2:
Don Duff, District 3:
John Ryan, District 4:
Deb Armintor, At Large Place 5:
Paul Meltzer, At Large Place 6:
Aye Nay Abstain Absent
�
PASSED AND APPROVED this the �,� ���__ti
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day ��f .....��,���� ���� : �" . .............� � 2018.
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—�� --._ �" ... � � � ..............._..,,,,,,,,,,,,,,_.
CHRIS WATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
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BY: - �� ���,��� � ___ � �_��°__.���� �����; � ���
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APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
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BY: � � � __. . - ��'���_�° .__�"��� : :::.
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DocuSign Envelope ID: EB5D72B6-E69E-4896-89CB-35330CCD83CB
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DocuSign Envelope ID: EB5D72B6-E69E-4896-89CB-35330CCD83CB
THIS MASTER LICENSE AND SERVICES AGREEMENT 1st day of
October, 2018 ("Effective Date"), by and between Ion Wave Technologies, Inc., a Missouri corporation having its principal offices
located at 3653 South Avenue, Springfield, Missouri 65807 City of Denton, Texas, having its principal offices
located at 215 East McKinney, Denton, TX 76201
WHEREAS, IWT is engaged in the business of the development, marketing, and support of Internet based software of all types.
NOW THEREFORE, in consideration of the premises, covenants, and mutual promises contained in this Agreement, and other
good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties do hereby agree as
follows:
1. Software Licensing and Use
1.1 License Grant. In accordance with and subject to the terms and conditions provided herein and in consideration of payment
of the license fees set forth in any Exhibit A, IWT hereby grants to Client and Client accepts from IWT a non-exclusive, non-
transferable license to use the IWT products specified in Exhibi
1.2 al business purposes, specifically
end user community, as defined in Exhibit A. Unless specified in Exhibit A, Client will not permit others, including but not
limited to subsidiaries, affiliates, and contractors, to access or use the Licensed Products, nor will Client use the Licensed
Products on their behalf.
1.3 Use Limits. Client is prohibited from performing any load testing against
prior express written permission of IWT. Client is prohibited from reverse engineering, decompiling, and disassembling the
Licensed Products.
1.4 Work Products. Any Work Products, as defined below, that are software, shall be subject to the same license limitations of
this Agreement and any additional limitations as set forth in any Exhibit hereto.
1.5 Rent, Lease, and Sublicense Restrictions. Client shall not rent, lease, sublicense, grant a security interest in, or otherwise
1.6 Copies and Proprietary Notices. Any Licensed Products, together with any accompanying technical or system
documentation that is delivered to Client pursuant to this Agreement shall not be copied, except that one (1) copy may be
made for backup or archival purposes, provided any such copy is clearly marked as proprietary to IWT, licensed to Client,
tted to make additional copies of documentation specifically
designated for training of end users. Client shall not remove any proprietary notices or labels on the Licensed Products or
its documentation.
1.7 Violation. Violation of any provision of this Section 1 shall breach the Agreement and be the basis for immediate termination
of this Agreement and the corresponding license grant to the Licensed Products with no refund to Client of fees paid to
IWT.
2. Maintenance and Support
2.1 Support Services. Subject to the payment of the applicable licensing and support fees as set forth in Exhibit A, IWT shall
for the Licensed Products. Exhibit B may b
written notice to Client, provided said updates do not materially diminish the Support Services provided to Client without
2.2 Payment and Term. Provided that this Agreement and the license for the applications which the Support Services are to be
performed, IWT will provide Support Services as specified in Exhibit B of this Agreement for the support fees indicated in
Exhibit A. In the event (i) IWT has not received
prior to the last day of the current term; and/or (ii) this Agreement and/or the license is no longer in effect, Support Services
shall be discontinued.
2.3 On-Site Services. Support Services do not include any on-
in effect.
3 Professional Services
3.1 Professional Services. IWT shall provide Client with professional consulting services as described in the Statements of
this Agreement. Any additional services beyond those described in any Exhibit C shall be at the mutual, written agreement
of the parties.
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3.2 Client Obligations. In order to facilitate the provision of the Professional Services by IWT, Client shall have installed the
recommended hardware and software and will have completed the required preparatory work described in the Exhibit(s)
attached hereto.
3.3 Contact Person. Each party will appoint in writing, in the applicable Exhibit, an employee or agent of such party to act as
change its Contact Person upon written notice to the other.
4Proprietary Rights
4.1 Ownership. Client acknowledges and agrees that, as between Client and IWT, IWT is the sole and exclusive owner of all
right, title and interest in and to the Licensed Products, as well as all alterations, modifications, additions, and derivative
works made with respect to the Licensed Products and all work products produced from the Professional Services
right or license to the Licensed Products or Work Products; and (ii) Client shall not use, reproduce, publish, or make
available to others, modify, or create any derivative works of, all or any part of the Licensed Products or Work Products.
4.2
the Licensed Products, with respect to the materials that IWT delivers to Client pursuant to any SOW.
4.3 Client Data. Any client data and any materials or equipment furnished to IWT by Client in connection with any of the
Professional Services provided under an Exhibit shall be deemed proprietary to Client.
4.4 Trademarks. All trademarks, service marks, trade names and logos of IWT appearing on or within the Licensed Products or
Work Products used in connection with the Support Services or the Professional Services provided by IWT are the property
5Fees and Payment Terms
5.1 Fees. Client will pay IWT the fees as set forth in the Exhibits. Except for initial payments, which payments, unless provided
otherwise, shall be due and payable upon the execution of this Agreement and any Exhibit hereto, IWT will submit to Client
an invoice for the amounts due. Unless provided otherwise, all invoices submitted by IWT shall be due and payable in full,
without reduction for any offset, withholding or other claims, within thirty (30) days of the date thereof. If payment is not
made when due, interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code
Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the Client may
withhold payment under the terms of this Agreement, interest shall not accrue until ten (10) calendar days after the grounds
for withholding payment have been resolved.
5.2 Taxes. Fees do not include any taxes. Client is exempt by law from payment of State and Local Sales Tax and Federal
Excise Tax. In the event that taxes are assessed by any governmental body on any deliverable provided under this
Agreement, in which Client is not exempted from paying, IWT shall have the option to terminate the Agreement in lieu of
assessment of the taxes against IWT. Provided however, that Client shall have the option to pay IWT all such tax amounts
Client shall provide IWT
with a valid tax exemption certificate upon request.
5.3 Travel Expenses. Any travel expenses shall be mutually agreed upon in writing prior to travel taking place.
5.4 Non-Payment. As opposed to exercising its right to terminate an Exhibit or this Agreement in its entirety, IWT may, at IWT
sole discretion, suspend performance of any obligations under the applicable Exhibit for nonpayment, but only until such
time as payment is made.
5.5 Currency. All fees are stated in US dollars and are payable in US currency.
5.6 Invoices. All invoices to Client shall be emailed or mailed to the following address, which may be changed from time to
time, provided Client provides IWT with written notice of such change:
Client Name: City of Denton, Texas
Attn: Accounts Payable
215 E. McKinney Street Materials Management
Denton, TX 76201
Email: accountspayable@cityofdenton.com
6Term and Termination
6.1 Term and Termination. The term of this Agreement shall commence on the Effective Date and will run for the periods as
indicated in the Exhibits.
6.2 Termination for Breach. This Agreement may be terminated by either party upon a breach by the other party of any material
term of the Agreement or its Exhibits, which breach is not cured (unless such breach is incapable of cure, such as breach
of the restrictions on use and license grant described herein or of any confidentiality agreement between the parties hereto)
within thirty (30) days of written notice of the breach. Upon termination for breach, all use and access to the Licensed
Products shall cease and Client shall immediately return to IWT or destroy all copies of the Licensed Products, together
with all documentation and any other IWT proprietary information in its possession. Furthermore, Client shall provide IWT a
certification from an officer of Client that all Licensed Products, documentation, and all copies thereof, have been returned
to IWT or destroyed in accordance with this Agreement.
6.3 Effects of Termination. Upon termination or expiration of this Agreement for reasons other than the breach of this
Agreement: (i) all use and access to products licensed on a term basis shall cease and Client shall immediately return to
IWT or destroy all copies of the term licensed products, together with all documentation and any other IWT proprietary
information in its possession. Client shall provide IWT a certification from an officer of Client that all term licensed products
and all associated documentation, have been returned to IWT or destroyed in accordance with this Agreement. (ii) all use
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and access to products licensed on a perpetual basis shall continue, subject to the terms of this Agreement and any
Exhibits, including but not limited to, the provisions for access and use of the Licensed Products (Section 1), Proprietary
Rights (Section 4), Warranties and Indemnification (Section 7), and Confidentiality (Section 8). Upon termination or
expiration of this Agreement, all Support Services and Professional Services as discussed in this Agreement or any
Exhibits will cease.
7Warranties, Indemnity, and Limitations
7.1 Licensed Products Warranty. IWT warrants that it is the owner of the Licensed Products or otherwise has the right and
authority to grant the licenses to Client, which are provided for herein. IWT represents that for the entire term covered by
dance with and as
specified in the applicable documentation when operated in the designated environment. IWT does not represent that the
uninterrupted or error free. In the event that Client does not pay the required Support Services fees or this Agreement is
terminated, Client agrees that all warranty provisions and associated remedies shall be terminated.
7.2 warranties in this Section 7 shall only apply to the IWT Products developed by IWT or its
Section 7.2, IWT shall assign to Client any warranty granted by the supplying party for the Licensed Products, to the extent
7.3
error(s) in the unmodified IWT Application as reported in writing by Client shall be that IWT, at its option, will use its
reasonable good faith efforts to correct the error(s), or, upon return of the Licensed Product and accompanying
documentation to IWT, terminate this Agreement or the applicable license to the Licensed Product, as the case may be,
and refund to Client a sum equal to a portion of the license fees paid, prorated on a monthly basis for the period in which
the application was rendered unusable, for the Licensed Product for which the license is terminated.
7.4 Services Warranty. IWT represents and warrants that it is experienced in providing the Professional Services and Support
Services described herein and further warrants that it will perform the Professional Services and Support Services in a
-
performance of the relevant Professional Services free of charge.
7.5 Disclaimer. In no event will IWT be liable for any loss of profits, loss of use, business interruption, loss of data, cost of
cover, or indirect, special, incidental, or consequential damages of any kind in connection with or arising out of the
furnishing, performance or use of the Licensed Products, Professional Services and/or Support Services provided to Client
under this Agreement as applicable, whether arising in contract or tortious conduct, or any other legal theory, including
negligence, or whether arising from mistakes, omissions, interruptions deletion of files, errors, defects, viruses or other
malicious code, delays in operation of transmission, or the use or performances of a Work Product, or the delay or failure of
performance the Professional and/or Support Services provided under this Agreement, even if IWT has been advised of the
possibility of such damages.
7.6 .
intellectual property rights of any third party. Client acknowledges that IWT may, in appropriate circumstances and at its
of this provision. Client will be solely
7.7 Limited Warranty. THE ABOVE IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY IWT. EXCEPT
AS EXPRESSLY SET FORTH HEREIN, IWT MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND,
EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT, AND IWT HEREBY
DISCLAIMS THE SAME.
7.8
SPECIFICATIONS IS CAUSED
ACCESS TO THE LICENSED PRODUCTS OTHER THAN AS INTENDED OR IN VIOLATION OF THIS AGREEMENT; OR
(III) UNAUTHORIZED MODIFICATIONS MADE TO THE IWT LICENSED PRODUCTS OR SOFTWARE WORK
PRODUCT BY CLIENT.
7.9 Indemnification. (a) By IWT. IWT SHALL INDEMNIFY, DEFEND AND HOLD HARMLESS CLIENT AGAINST ANY LOSS,
DAMAGE OR EXPENSE INCURRED BY CLIENT AS A RESULT OF CLAIMS, ACTIONS, OR PROCEEDINGS
BROUGHT BY ANY THIRD PARTY ALLEGING INFRINGEMENT BY A IWT LICENSED PRODUCT OR A WORK
PRODUCT, OF COPYRIGHT, TRADEMARK, PATENT, OR OTHER PROPRIETARY RIGHTS, AND AGAINST ITS
REASONABLE ATTORNEYS DAMAGES OR COSTS AWARDED IN RESPECT OF ANY
SUCH CLAIM(S) AND ANY SUIT ARISING FROM ANY SUCH CLAIM(S); provided, however, that (i) Client shall have
given IWT prompt written notice of such claim, demand, suit or action; (ii) Client shall cooperate with said defense by
id defense; and (iii) IWT shall
have control of the defense of such claim, suit, demand, or action and the settlement or compromise thereof. Further, IWT
shall have no liability for any infringement action or claim that is based upon or arising from the matters described in this
paragraph if the applicable Licensed Product or Work Product is modified or altered by a party other than IWT or is used for
a purpose other than that for which it is intended or as set forth in the appropriate documentation. If a temporary or
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described in this paragraph, IWT shall, at its option and expense, either procure for Client the right to continue using the
Licensed Product or Work Product or replace or modify the Licensed Product or Work Product or infringing portion thereof
so that it no longer infringes the alleged proprietary right. In the event that IWT concludes, in its sole discretion, that such
procurement, replacement or modification is not reasonably practical, IWT may terminate the applicable Exhibit and/or this
Agreement without penalty and refund that portion of the Fees attributable to the infringing product, prorated on a monthly
basis. Client shall cease all use of a Licensed Product or Work Product for which a refund is given. This paragraph sets
described herein. (b) By Client. Client, to the extent allowed by law, shall indemnify, defend and hold harmless IWT against
any loss, damage or expense incurred by IWT as a result of claims, actions, or proceedings arising from any bodily harm or
or the allegation of infringement or actual infringement by Client of any copyright, patent, trademark, trade secret, or other
proprietary right of any third party. Client, to the extent allowed by law,
fees incurred in connection with such claim(s), any money damages or costs awarded in respect of any such claim(s) and
any suit arising from any such claim(s). Client shall be entitled to have sole control over the defense of such claim, unless
the claim involves or relates to an intellectual property right of IWT in which case IWT may elect to have sole control over
the defense of such claim as described in the preceding paragraph, and such election by IWT shall have no effect upon
such claim as provided in this section, IWT may participate in such defense and IWT shall have the right to defend the
claim in such manner, as it may deem appropriate, at the cost and expense of Client, but only to the extent allowed by law.
IWT understands and acknowledges that Client is a political subdivision of the State of Texas and as such Client may be
entitled to statutory and common law immunity from any claims alleged to be indemnified under this Agreement. Nothing in
this Agreement is intended to be a waiver of any immunity to which Client might be entitled.
7.10Limi
EXCEED THE AGGREGATE AMOUNT OF PAYMENTS RECEIVED BY IWT FROM CLIENT UNDER THE EXHIBIT
GIVING RISE TO THE CLAIM. ADDITIONALLY, IN NO EVENT WILL IWT BE LIABLE FOR ANY CLAIM BROUGHT BY
CLIENT MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR REASONABLY SHOULD HAVE
BEEN DISCOVERED.
8. Confidentiality
8.1 proprietary or
confidential and which is disclosed by either party to the other in any form in connection with this Agreement. During the
term of this Agreement and for a period of five (5) years after the date of termination of this Agreement or for a period of
five (5) years after the termination of use of the Licensed Products, whichever period is longer, each party: (i) shall treat as
confidential all Confidential Information provided by the other party; (ii) shall not use such Confidential Information except
as expressly permitted under the terms of this Agreement or otherwise previously authorized in writing by the disclosing
party; (iii) shall implement reasonable procedures to prohibit the disclosure, unauthorized duplication, reverse engineering,
disassembly, decompiling, misuse or removal of such Confidential Information; and (iv) shall not disclose such Confidential
Information to any third party. Without limiting the foregoing, each of the parties shall use at least the same procedures and
degree of care to prevent the disclosure of Confidential Information as it uses to prevent the disclosure of its own
confidential information of like importance, and shall in any event use no less than reasonable procedures and a
reasonable degree of care.
8.2 Exceptions. Notwithstanding the above, neither party shall have liability to the other with regard to any Confidential
Information that: (i) was generally available to the public at the time it was disclosed, or becomes generally available to the
public through no fault of the receiver; (ii) was known to the receiving party at the time of disclosure as shown by written
records in existence at the time of disclosure; (iii) was developed independently by the receiving party prior to the
disclosure, as shown by written records in existence prior to the disclosure; (iv) is disclosed with the prior written approval
of the disclosing party; (v) becomes known to the receiving party from a source other than the disclosing party without
breach of this Agreement by the rece
rights; or (vi) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental
body, including the Texas Public Information Act, Government Code § 552.001 et al., provided that the receiving party shall
provide reasonable advance notice to enable the disclosing party to seek a protective order or otherwise prevent such
disclosure and further provided that any such disclosure shall not destroy or diminish the confidential status of such
Confidential Information.
9Miscellaneous
9.1 Force Majeure. Neither party shall be liable to the other by reason of any failure of performance hereunder (except failure to
pay) if such failure
the fault or negligence of such party. Without limiting the generality of the foregoing, IWT shall not be liable to Client in any
way for any failure or delay in the performance of its obligations hereunder which failure is caused, directly or indirectly, by
the failure of any matter for which Client is responsible under this Agreement or which is a suspension of services for
9.2 Assignment. Neither party may assign this Agreement without the prior written consent of the other, which consent will not
be unreasonably withheld. Notwithstanding the foregoing, IWT may assign this Agreement to any entity acquiring
substantially all of its stock or assets or the assets to which this Agreement or any Exhibit relates.
9.3 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Texas,
without regard to conflicts of law principles.
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9.4 Exhibits. Each Exhibit to this Agreement shall incorporate the terms of this Agreement. In the event of any conflict between
the terms of this Agreement and the terms of any Exhibit, the terms of this Agreement shall control unless an Exhibit
expressly provides otherwise. Additional Exhibits added to this Agreement from time to time by the mutual written
agreement of the parties shall be numbered sequentially under the letters of the respective Exhibit title (e.g. Exhibit A
Licensed Products shall be A-1, A-2, etc.) and each shall be in addition to the previous Exhibit.
9.5 for
the express purpose of determining whether Client is in compliance with the terms of this Agreement. Should IWT find that
Client is not in compliance, Client shall pay for additional services, if any, received due to such noncompliance.
9.6 Independent Contractor. IWT is an independent contractor and is not an agent or employee of, and has no authority to
bind, Client by contract or otherwise. IWT will perform the Services under the general direction of Client, but IWT will
ht or
authority to control the manner or means by which the Services are accomplished.
9.7 Waiver. No delay or omission by either party to exercise any right or power unless in writing and signed by the party
waiving rights it has under this Agreement shall impair or be construed as a waiver of such right or power. A waiver by
either party of any covenant or breach shall not be construed to be a waiver of any succeeding breach or of any other
covenant.
9.8 Notices. Any notice required to be sent to a party under this Agreement will be in writing, shall be sent by: facsimile; first-
class mail return receipt requested; personal delivery; or overnight courier to the Address for Notices given for that party
below, and shall be considered delivered upon proof of such delivery. Either party may change its notice address by giving
written notice to the other party.
If to IWT: If to Client:
Ion Wave Technologies, Inc. City of Denton
3045 South Scenic, Suite 104 Attn: City Manager
Springfield, Missouri 65807 215 East McKinney Street
Phone: 417-823-7773 Denton, TX 76201
Fax: 417-823-7778 Phone 940-349-7130 Fax: 940-349-7302
9.9 Severability. If any provision of this Agreement is held to be unenforceable, then both parties shall be relieved of all
obligations arising under such provision, but only to the extent that such provision is unenforceable, and this Agreement
shall be deemed amended by modifying such provision to the extent necessary to make it enforceable while preserving its
intent or, if that is not possible, by substituting another provision that is enforceable and achieves the same objective and
economic result. It is expressly understood and agreed that each provision of this Agreement that provides for a limitation
of liability, disclaimer of warranties, indemnification or exclusion or damages or other remedies are intended to be enforced
as such. Further, it is expressly understood and agreed that in the event any remedy under this Agreement is determined to
have failed its essential purpose, all limitations of liability and exclusions of damages or other remedies shall remain in
effect.
9.10Non-Solicitation. IWT and Client agree that the employees of IWT and Client may possess technical abilities that are in
great demand and further agree that each party has incurred substantial expense in recruiting and training such employees
and would incur even greater expense if required to replace any such employee. Therefore, IWT and Client each agree not
to recruit, either directly or indirectly, a present employee of the other during the term of this Agreement or any other
agreement between them, and for one year following termination of all such agreements, without the express written
consent of the other party. Upon breach of this provision, the breaching party agrees to pay the other two times the yearly
compensation of the affected employee. This remedy provided in this paragraph shall be the only monetary remedy for
breach of the terms of this paragraph. Neither party is prevented from seeking equitable relief for breach of this paragraph.
9.11Survival. Payment obligations and any other provisions, which by their terms or their nature are intended to survive, shall
survive the expiration or termination of this Agreement.
9.12Entire Agreement and Amendment. This Agreement, with all Exhibits, is the entire agreement between the parties with
respect to its subject matter, and supersedes and replaces any prior agreement between the parties with respect to said
subject matter and there are no other representations, understandings or agreements between the parties relative to such
subject matter. Amendments or waivers of any provision of this Agreement or its Exhibits shall be valid only as clearly
identified as such, in writing and signed by the parties. No purchase order submitted by Client, even if accepted by IWT,
shall be deemed to modify any terms of this Agreement, unless IWT has expressly stated in writing its intent to do so.
IN WITNESS WHEREOF, each party hereto has caused this Agreement to be executed by its duly authorized representative.
IWT - Ion Wave Technologies, Inc. Client: City of Denton, Texas
Signed: Signed:
Printed Name: Printed Name:
Printed Title: Printed Title:
Date: Date:
Ion Wave Technologies, Inc. Confidential
Master License & Services Agreement Page 5 of 10
DocuSign Envelope ID: EB5D72B6-E69E-4896-89CB-35330CCD83CB
Ion Wave Technologies, Inc. Confidential
Master License & Services Agreement Page 6 of 10
DocuSign Envelope ID: EB5D72B6-E69E-4896-89CB-35330CCD83CB
Exhibit A
Licensed Products
1. License Grant. IWT Grants to Client, in accordance with and subject to the terms and conditions set forth in this
Agreement, a license to the IWT products as specified below:
(i) IWT Sourcing subject to the following terms and restrictions:
The license grant shall be for a five (5) year period starting upon the execution of this Agreement, with usage
limited to Client employees.
The IWT Sourcing license shall include the Electronic Bidding (eRFx) and Supplier Management / Registration
Modules. The Bid Evaluation Scoring module, the Reverse Auction module, the Bid Workflow module, and any
future modules released by IWT are specifically excluded. Client may purchase additional modules and
incorporate an additional Exhibit into this agreement.
The cost of the license shall be paid annually as outlined in the payment section below.
2. Support Services. IWT will provide Support Services to the Client, in accordance with and subject to the terms and
conditions set forth in this Agreement, as specified below:
(i) Support and Maintenance:
IWT will provide Support Services as detailed in Exhibit B for the products listed above during the license period at
no additional cost to Client.
3. Payment. Payment for the license fees shall be due as follows:
(i) $20,000 Annual License Fees due October 1, 2018 for the service period 10/01/2018 to 09/30/2019.
(ii) $20,000 Annual License Fees due October 1, 2019 for the service period 10/01/2019 to 09/30/2020.
(iii) $20,000 Annual License Fees due October 1, 2020 for the service period 10/01/2020 to 09/30/2021.
(iv) $20,500 Annual License Fees due October 1, 2021 for the service period 10/01/2021 to 09/30/2022.
(v) $21,000 Annual License Fees due October 1, 2021 for the service period 10/01/2022 to 09/30/2023.
4. Non-Appropriation of Funds. Client intends to remit to IWT all annual payments for the full term of this Agreement if
funds are available. In the event Client is not granted an appropriation of funds for the required annual payments under this
Agreement, Client shall have the right to terminate this Agreement on the last day of the annual period for which payment
was made without penalty or expense to Client. Client agrees to provide written notification of its intent to terminate the
agreement no later than 30 days prior to an anniversary date as described herein.
IN WITNESS WHEREOF, each party hereto has caused this Exhibit to be executed and amended to the Agreement by its duly
authorized representative.
IWT - Ion Wave Technologies, Inc. Client City of Denton, Texas
Signed: Signed:
Printed Name: Printed Name:
Printed Title: Printed Title:
Date: Date:
Ion Wave Technologies, Inc. Confidential
Master License & Services Agreement Page 7 of 10
DocuSign Envelope ID: EB5D72B6-E69E-4896-89CB-35330CCD83CB
Exhibit B
Support Services
1.
a.m.
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and the Friday immediately following Thanksgiving,
Christmas Eve, and Christmas Day), and 24x7 access for reporting Level 1 (as defined below) situations, to a designated,
authorized, qualified, and trained
o
(b) use commercially reasonable efforts to correct reproducible errors or malfunctions to
enable the IWT Products to substantially perform in accordance with and as specified in the accompanying documentation.
2. IWT shall use commercially reasonable efforts to deliver a solution or action plan to correct reported errors that IWT
are partially or totally inoperative, including but not limited
to, total system failure, data loss, data corruption, or a processing of functions and processes so slow as to render the
application unusable, or any Level 2 error where a reasonable alterna
-twenty (120) days from
the usability of the product being restricted and for which a reasonable alternative work process can be established; (iii)
-to correct within the next scheduled
-
operate optimally, but where impact on functionality and/or usability is agreed by Client and IWT to be minor and result in a
commercially reasonable efforts to correct within the next scheduled production release of the IWT Applicati
including but not limited to a cosmetic or documentation error.
3. IWT shall provide all extensions, enhancements, and other changes, which are logical improvements to a IWT Product and to
which IWT makes generally available on a commercial basis, without charge, to any other licensee of the IWT Product
are then made generally available on a commercial basis
as separate, price-listed options or additions to an IWT Product nor do they include any Professional Services Fees that may
be required for implementation.
4. IWT shall have no obligation to provide Support Services except to Client Support Contact and only with respect to the
unmodified Supported Releases. When an IWT Product is deployed in conjunction with other software products, including but
not limited to web servers, browsers, databases, and operating systems, IWT is not responsible for providing Support
Services for these other products, or for ensuring correct interoperation with these products.
5. Client shall use commercially reasonable efforts to assist IWT in reproducing the specific situation in which a IWT Product,
standing alone, demonstrates a failure to substantially conform in all material respects to the functional specifications set forth
quate research with
respect to a Defect or related issue prior to contacting IWT for assistance.
Hosting Services
1. IWT shall use commercially reasonable efforts to make all hosted IWT Products available to Client for at least ninety-nine
percent (99%) of the time (determined monthly), seven (7) days a week, twenty-four (24) hours per day, not including any
unavailability that; (i) lasts less than fifteen (15) minutes; (ii) results from regularly scheduled IWT maintenance; (iii) results
from failure of Clie
2. Data Backup. In recognition t
commercially reasonable backup pla
IN WITNESS WHEREOF, each party hereto has caused this Exhibit to be executed and amended to the Agreement by its duly
authorized representative.
IWT - Ion Wave Technologies, Inc. Client -
Signed: Signed:
Printed Name: Printed Name:
Printed Title: Printed Title:
Date: Date:
Ion Wave Technologies, Inc. Confidential
Master License & Services Agreement Page 8 of 10
DocuSign Envelope ID: EB5D72B6-E69E-4896-89CB-35330CCD83CB
Exhibit C
Statement of Work ("SOW")
1. Introduction
Client seeks to implement the IWT Sourcing application (the "Solution"). The primary objective of the project is to configure and
implement the Solution for the Client. This will be done in a way that utilizes the standard features of the Solution and is based on
the Solution standard configurations.
This SOW describes the scope of services and the services investment necessary to complete the Solution implementation
project. IWT Professional Services will use commercially reasonable efforts in a manner consistent with software industry
standard guidelines and as outlined in this SOW to provide the guidance and expertise necessary to help Client successfully
implement the Solution.
2. Summary of IWT Responsibilities
The following major activities are included in the scope of this project and will be performed by IWT:
(i) Coordinate and lead all meetings, workshops, and training sessions.
(ii) Provide up to three web--time employees.
(iii) Provide project management, including coordination and management activities, issue tracking, and weekly status
reporting to Client.
(iv) Coordinate Client acceptance testing.
(v) Provide configuration guides to the Client offering configuration choices.
(vi) After initial training is completed, prepare the Solution for go-live.
(vii) Provide issue resolution according to the severity levels and response times as outlined in the Agreement.
3. Summary of Client Responsibilities
Client agrees to undertake at its sole expense, the following responsibilities:
(i) Assignment of an internal dedicated project manager to manage the Solution and its implementation.
(ii) Coordinate internal participation in project related meetings.
(iii) Provide materials and facilities for project related activities, including Internet-capable machines for training
sessions.
(iv) Purchase, install, and validate any third-party software required.
(v) Develop and implement test scripts for acceptance of the Solution.
(vi) Plan, coordinate, and participate in training sessions and complete all training assignments.
(vii) Plan and direct the production deployment (Go-live).
4. Technical Requirements
Client will be responsible for procurement, installation, and operational verification of all software, software licenses, equipment,
and hardware required to support the Solution in the production deployment. This includes:
(i) Web Browsers. Client will be responsible for procurement, installation, and operational verification of all web browser
licenses. IWT will provide its minimum browser requirements during the Workshops.
(ii) Commodity Code. Client will be responsible for procurement and licensing of any desired proprietary commodity
code structure(s).
(iii) Network Performance. Client is responsible for maintaining the satisfactory network performance needed to conduct
the deployment of the production system.
(iv) IWT may modify any of the above hardware and software requirements from time to time, upon ninety (90) days
written notice to Client.
5. Project Organization and Operating Procedures
(i) Project Organization. Client and IWT agree to assign dedicated staff to perform their respective project activities.
(ii) Change Control Process. IWT projects follow a standard change control process. If during the course of a project, a
scope change is identified, then the IWT project manager will document the change and associated cost or schedule
impacts on a change authorization form. Once documented, the IWT project manager reviews the change with the
Client project manager. Scope changes are defined as any modification to the agreed scope of a project, including
but not limited to requirements, software modules, configuration changes, project delays and enhancements or
modifications to the product. Scope changes can require modification to cost, schedule, quality or other project
deliverables and therefore require sign-off from the Client project manager. No work on scope changes will be
conducted until sign off is obtained. Changes that impact scope require approval from the IWT project manager and
the Client project manager.
Ion Wave Technologies, Inc. Confidential
Master License & Services Agreement Page 9 of 10
DocuSign Envelope ID: EB5D72B6-E69E-4896-89CB-35330CCD83CB
(iii) Acceptance Process. Client will review any Work Product requiring explicit acceptance within five (5) business days
of delivery and will document required adjustments. If IWT does not receive notice within the defined five-day period,
each Work Product will be considered accepted. Within five (5) days, IWT will provide a revised Work Product that
incorporates the agreed adjustments. In the event that Client does not accept the revised Work Product, the parties
may agree to repeat this review and acceptance process one additional time. If disputes remain after repeating the
(iv) Work Location. Unless otherwise specified, Client and IWT will perform all work at their respective locations.
6. Project Investment
Project Payment Schedule
Payment Item Amount Payment Schedule
Mobilization Fee $0 Remitted to IWT upon the start of the project.
Remitted to IWT upon the preparation of the
Go-Live Fee $0
system for Go-Live following training and
configuration.
Total Services $0
Travel and Administrative Expenses Estimate -0- No travel is expected for this engagement.
IN WITNESS WHEREOF, each party hereto has caused this Exhibit to be executed and amended to the Agreement by its duly
authorized representative.
IWT - Ion Wave Technologies, Inc. Client City of Denton, Texas
Signed: Signed:
Printed Name: Printed Name:
Printed Title: Printed Title:
Date: Date:
THIS AGREEMENT HAS BEEN
ATTEST:
BOTH REVIEWED AND APPROVED
JENNIFER WALTERS, CITY SECRETARY
as to financial and operational
obligations and business terms.
BY: __________________________________
_______________ ________________
APPROVED AS TO LEGAL FORM:
SIGNATURE PRINTED NAME
AARON LEAL, CITY ATTORNEY
__________________________________
TITLE
BY: _______________________________
__________________________________
DEPARTMENT
Ion Wave Technologies, Inc. Confidential
Master License & Services Agreement Page 10 of 10
DocuSign Envelope ID: EB5D72B6-E69E-4896-89CB-35330CCD83CB
Exhibit
House Bill 89 - Government Code 2270
VERIFICATION
I, _______________________________________________, the undersigned
representative of ______________________________Company or Business name
(hereafter referred to as company), being an adult over the age of eighteen (18)
years of age, verify that the company named-above, under the provisions of
Subtitle F, Title 10, Government Code Chapter 2270:
1. Does not boycott Israel currently; and
2. Will not boycott Israel during the term of the contract the above-named
Company, business or individual with City of Denton.
Pursuant to Section 2270.001, Texas Government Code:
1.
with, or otherwise taking any action that is intended to penalize, inflict
economic harm on, or limit commercial relations specifically with Israel, or
with a person or entity doing business in Israel or in an Israeli-controlled
territory, but does not include an action made for ordinary business
purposes; and
2. -profit sole proprietorship, organization,
association, corporation, partnership, joint venture, limited partnership,
limited liability partnership, or any limited liability company, including a
wholly owned subsidiary, majority-owned subsidiary, parent company or
affiliate of those entities or business associations that exist to make a profit.
___________________________________
Name of Company Representative (Print)
________________________________
Signature of Company Representative
_________________________________
Date
DocuSign Envelope ID: EB5D72B6-E69E-4896-89CB-35330CCD83CB
Exhibit
Senate Bill 252 -Government Code 2252
CERTIFICATION
I, ______________________________________________, the undersigned
representative of ________________________________________________
(Company or business name) being an adult over the age of eighteen (18) years of
age, pursuant to Texas Government Code, Chapter 2252, Section 2252.152 and
Section 2252.153, certify that the company named above is not listed on the
website of the Comptroller of the State of Texas concerning the listing of
companies that are identified under Section 806.051, Section 807.051 or Section
2253.153. I further certify that should the above-named company enter into a
contract that is on said listing of companies on the website of the Comptroller of
the State of Texas which do business with Iran, Sudan or any Foreign Terrorist
Management Department.
___________________________________
Name of Company Representative (Print)
________________________________
Signature of Company Representative
_________________________________
Date
DocuSign Envelope ID: EB5D72B6-E69E-4896-89CB-35330CCD83CB
Exhibit
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.
Name of vendor who has a business relationship with local governmental entity.
1
2
Check this box if you are filing an update to a previously filed questionnaire.
th
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7 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
Certificate Of Completion
Envelope Id: EB5D72B6E69E489689CB35330CCD83CBStatus: Completed
Subject: Please DocuSign: City Council Contract 6873 Ionwave
Source Envelope:
Document Pages: 14Signatures: 14Envelope Originator:
Certificate Pages: 6Initials: 0Jamie Cogdell
AutoNav: Enabled901B Texas Street
EnvelopeId Stamping: EnabledDenton, TX 76209
Time Zone: (UTC-06:00) Central Time (US & Canada)Jamie.Cogdell@cityofdenton.com
IP Address: 129.120.6.150
Record Tracking
Status: OriginalHolder: Jamie CogdellLocation: DocuSign
10/15/2018 9:55:31 AM Jamie.Cogdell@cityofdenton.com
Signer EventsSignatureTimestamp
Jamie CogdellSent: 10/15/2018 10:06:29 AM
Completed
jamie.cogdell@cityofdenton.comViewed: 10/15/2018 10:06:37 AM
Senior BuyerSigned: 10/15/2018 10:07:33 AM
Using IP Address: 129.120.6.150
City Of Denton
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Mack ReinwandSent: 10/15/2018 10:07:36 AM
mack.reinwand@cityofdenton.comViewed: 10/15/2018 11:04:29 AM
City of DentonSigned: 10/15/2018 11:11:27 AM
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Darren HendersonSent: 10/15/2018 11:11:29 AM
dhenderson@ionwave.netViewed: 10/15/2018 12:34:23 PM
CEOSigned: 10/15/2018 12:37:26 PM
Ion Wave Technologies, Inc.
Signature Adoption: Pre-selected Style
Security Level: Email, Account Authentication
Using IP Address: 75.98.102.26
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Electronic Record and Signature Disclosure:
Accepted: 10/15/2018 12:34:23 PM
ID: 56fe8266-efa1-4ff0-b7d8-46b5b943b7c2
Cassandra OgdenSent: 10/15/2018 12:37:29 PM
cassandra.ogden@cityofdenton.comViewed: 10/15/2018 1:43:09 PM
Director of Procurement and ComplianceSigned: 10/15/2018 1:52:16 PM
City of Denton
Signature Adoption: Pre-selected Style
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Using IP Address: 129.120.6.150
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Electronic Record and Signature Disclosure:
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Signer EventsSignatureTimestamp
Tabitha MillsopSent: 10/15/2018 1:52:18 PM
Completed
tabitha.millsop@cityofdenton.comViewed: 11/7/2018 9:55:09 AM
City of DentonSigned: 11/7/2018 9:55:32 AM
Using IP Address: 129.120.6.150
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
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Todd HilemanSent: 11/7/2018 9:55:36 AM
Todd.Hileman@cityofdenton.comViewed: 11/7/2018 10:50:22 AM
City ManagerSigned: 11/7/2018 10:50:37 AM
City of Denton
Signature Adoption: Pre-selected Style
Security Level: Email, Account Authentication
Using IP Address: 47.190.47.120
(None)
Signed using mobile
Electronic Record and Signature Disclosure:
Accepted: 7/25/2017 11:02:14 AM
ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21
Jennifer WaltersSent: 11/7/2018 10:50:40 AM
jennifer.walters@cityofdenton.comViewed: 11/8/2018 1:31:54 PM
City SecretarySigned: 11/8/2018 1:32:23 PM
City of Denton
Signature Adoption: Pre-selected Style
Security Level: Email, Account Authentication
Using IP Address: 129.120.6.150
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer EventsSignatureTimestamp
Editor Delivery EventsStatusTimestamp
Agent Delivery EventsStatusTimestamp
Intermediary Delivery EventsStatusTimestamp
Certified Delivery EventsStatusTimestamp
Carbon Copy EventsStatusTimestamp
Sherri ThurmanSent: 10/15/2018 10:07:35 AM
sherri.thurman@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jane RichardsonSent: 11/7/2018 9:55:35 AM
jane.richardson@cityofdenton.com
Assistant City Secretary
City of Denton
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(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Carbon Copy EventsStatusTimestamp
Jennifer BridgesSent: 11/8/2018 1:32:27 PM
jennifer.bridges@cityofdenton.com
Procurement Assistant
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jane RichardsonSent: 11/8/2018 1:32:28 PM
jane.richardson@cityofdenton.comViewed: 11/9/2018 3:32:47 PM
Assistant City Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Rebecca HunterSent: 11/8/2018 1:32:29 PM
Rebecca.Hunter@cityofdenton.com
Assistant Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
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Notary EventsSignatureTimestamp
Envelope Summary EventsStatusTimestamps
Envelope SentHashed/Encrypted11/8/2018 1:32:29 PM
Certified DeliveredSecurity Checked11/8/2018 1:32:29 PM
Signing CompleteSecurity Checked11/8/2018 1:32:29 PM
CompletedSecurity Checked11/8/2018 1:32:29 PM
Payment EventsStatusTimestamps
Electronic Record and Signature Disclosure
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