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18-1676� ' 4. � �; AN ORDINANCE OF THE CITY OF DENTON, TEXAS, A TEXAS HOME-RULE MUNICIPAL, CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT FOR THE IMPLEMENTATION OF CODERED EMERGENCY NOTIFICATION SYSTEM AND CODERED WEATHER WARNING SERVICE WITH ONSOLVE, LLC, WHICH IS THE SOLE PROVIDER OF THIS SOFTWARE, IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE 252.022, WHICH PROVIDES THAT PROCUREMENT OF COMMODITIES AND SERVICE5 THAT ARE AVAILABLE FROM ONE SOURCE ARE EXEMPT FROM COMPETITIVE BIDDING; AND IF OVER $50,Od0 SHALL BE AWARDED BY THE GOVERNING BODY, AND PROVIDING AN EFFECTIVE DATE (FILE 6912 - AWARDED TO ONSOLVE, LLC, FOR A THREE (3} YEARNOT-TO-EXCEED AMOLINT 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; fil s, anuscripts or books; electricity, gas, water and other utility purchases; captive replace ent parts or co ponents for equip ent; and library aterials for a public library that are available only fro the persons holding exclusive distribution rights to the aterials; and need not be submitted to co petitive bids; and W�IE EAS, the City Council wishes to procure one or more of the items entioned in the above paragraph; NOW, THEREFORE, T E COUNCIL OF THE CITY OF DENTON HE E Y OR AINS: �ks�;,� �f;���%�I , 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 _� .....�T,�7'. NUM E VEN O A.... ... 6912 OnSolve, LLC $134,000 � - � , � , • -� � . . .. � , - ., w � ♦ ` �� �� � 1 ` ,: �� ` � . ......�� ri.` .�. �� �..... ` � � ' 11...... s ` ` �...,. . ..� � iM� ' • . s� � � i � � � 4 . � - � � i ` i � � . � � ! i � . � � � . � � . �. � � . . � � � �` � ` � 4` .. � 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, 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 6912 to the City Manager of the City of Denton, or his designee. SECTION 6, This ordinance shall become effective immediately upon its passage and approval. The ��°���� ic��� to ������ �� v�, this ordinance was made by µ��� ��� �� °��;��„ __ and seconded b ���, , �"_ � � the ordinance was ����� and a roved b Y .---. �.��y �.� � � ��.�� ......... ......... ....-w � PP Y the following vote J�'���� -��' m��; 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 � ��, ��� r PASSED AND APPROVED this the ��"� : day of ���""„�'�'�'�����"�.� � 2018. _,�.._...----� � ���� .�� �" �y � � ' � � . �------ �� �^ .�...��" �.� �� � ���� � � CHRIS __ ��N. � �, MAYOR_. .. ......�... ATTEST: JENNIFER WALTERS, CITY SECRETARY �N�� . �� � �� ���� ,�� � � �� BY. �, ��;�'� �� � ` ;� s�°'��° ����,,���� �,�� .«w � ,,,... ���' �,,,�� �E APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY � � � BY: ' � �..f�l.�""�.� � ..........��;„�°.��°�.���:� ... ��.. . .. ....._ DocuSign Envelope ID: 57C714A0-BAA4-48A4-AA7C-0778A88C18A9 5ƚĭǒƭźŭƓ /źƷǤ /ƚǒƓĭźƌ ƩğƓƭƒźƷƷğƌ /ƚǝĻƩƭŷĻĻƷ CźƌĻ bğƒĻ tǒƩĭŷğƭźƓŭ /ƚƓƷğĭƷ /źƷǤ /ƚǒƓĭźƌ ğƩŭĻƷ 5ğƷĻ tźŭŭǤ .ğĭƉ hƦƷźƚƓ /ƚƓƷƩğĭƷ 9ǣƦźƩğƷźƚƓ hƩķźƓğƓĭĻ DocuSign Envelope ID: 57C714A0-BAA4-48A4-AA7C-0778A88C18A9 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND ONSOLVE, LLC (CONTRACT 6912) THIS CONTRACT is made and entered into this date ______________________, by and between ONSOLVE, LLC, a Delaware limited liability company, whose address is 780 W. Granada Blvd, Ormond Beach, FL 32174, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide products and/or services in document FILE 6912 CodeRed Emergency Notification System, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) (Exhibit "A"); (b) (Exhibit "B") (c) House Bill 89 Verification C (d) Senate Bill 252 Certification D (e) Form CIQ Conflict of Interest Questionnaire (Exhibit "E") These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. TOTAL CONTRACT AMOUNT The contract total shall not exceed $134,000. Pricing shall be per Exhibit A attached. CONTRACT EXPIRATION 10/7/2018-10/6/2021 Contract #6912 DocuSign Envelope ID: 57C714A0-BAA4-48A4-AA7C-0778A88C18A9 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR BY: ______________________________ AUTHORIZED SIGNATURE THIS AGREEMENT HAS BEEN Date: _______________________________ BOTH REVIEWED AND APPROVED as to financial and operational Name:______________________________ obligations and business terms. Title: _______________________________ _______________ ________________ SIGNATURE PRINTED NAME ___________________________________ PHONE NUMBER __________________________________ TITLE ___________________________________ EMAIL ADDRESS __________________________________ DEPARTMENT ___________________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: TODD HILEMAN CITY MANAGER BY: __________________________________ Date: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: __________________________________ Contract #6912 DocuSign Envelope ID: 57C714A0-BAA4-48A4-AA7C-0778A88C18A9 SERVICE AGREEMENT CodeRED® System Minutes This Service Agreement (the “Agreement’) by and between Provider (as defined below) and Customer (as defined below) is made as of October 7, 2018(the “Effective Date”). SERVICE ORDER Provider Information:Provider Name: ONSOLVE, LLC (“Provider”)Entity Type: Limited Liability Company State of Incorporation: Delaware Provider Address: 780 W. Granada Boulevard Ormond Beach, FL 32174 Customer Information: Customer Name:City of Denton (“Customer”)Entity Type: body politic State:Texas Customer Address:332 East Hickory Street Denton, TX 76201 BusinessContact/Title:Michael Penaluna/Emergency Management Coordinator Phone:(940)349-8836 Email:Michael.Penaluna@cityofdenton.com Please complete below if the Primary User isdifferent from the Business Contact Primary User Name: Phone: Email: Unless otherwise specified on a Customer purchase order or below, Provider will send invoices to the Customer BusinessContact address above. Customer Invoice Name: Attention: Address: City, State, Zip: Phone: Email: Preferred method of receiving invoices:Email US Mail DETAILED SERVICE DESCRIPTION Initial Term (commencing on Effective Date)Three(3)Year If activated,Renewal TermThree(3) Years CodeRED On-Demand Notification Service–Unlimited-System Minutes Annual Notification Subscription Fee:$44,299.00 Initial TermCost for Notification Service:$132,897.00 Additional Features Commercially Available DataIncluded Four(4) annual Provider-assisted traditional importfor Customer dataIncluded Annual Foreign Message Translation Subscription Fee Included for up to three (3) languages, as selected on Schedule 1: Annual CodeRED Weather Warning® Subscription Fee:Included Annual IPAWS Submission AppSubscription Fee:Included Annual Cost for all Additional Features:Included Initial Term Cost for Additional Features:Included Annual Subtotal:$44,299.00 InitialTerm Subtotal:$132,897.00 All amounts are stated in United States Dollars unless specifically indicated otherwise. ONSOLVE, LLCPage 1 of 5 CONFIDENTIAL AND PROPRIETARY June 2018Form DocuSign Envelope ID: 57C714A0-BAA4-48A4-AA7C-0778A88C18A9 GIS (Target Recipients by Geographic Location): City of Denton, Texas(the “Notification Area”) Up to 139,999 Recipients. A deviation above 10%in the number of Recipients shall result in increased pricing at Provider’s then-current rates. Annual Notification Subscription Fee includes Unlimited Message Unitsper yearfor Notifications sent via phone, emailor SMTP text. Provider reserves the right to increase the fees for any Renewal Term in an amount not to exceed five percent (5%) of the prior Initial Term or Renewal Term (as applicable). A TTACHMENTS:E XHIBIT A–G ENERAL S ERVICE D ESCRIPTION,E XHIBIT B–T ERMS AND C ONDITIONS,E XHIBIT C–A CCEPTABLE U SE P OLICY,S CHEDULE 1 –F OREIGN M ESSAGE T RANSLATION ONSOLVE, LLCCUSTOMER:CITY OF DENTON, TEXAS Signed:Signed: Printed Name:Printed Name: Title:Title: Date:Date: ONSOLVE, LLCPage 2 of 5 CONFIDENTIAL AND PROPRIETARY June 2018Form DocuSign Envelope ID: 57C714A0-BAA4-48A4-AA7C-0778A88C18A9 EXHIBIT A GENERAL SERVICE DESCRIPTION –CODERED® Description of On-Demand NotificationService:The Serviceis an on-demand alerting and response software-as-a-service (SaaS)for the Notification Area. Use of the Service is by subscription and does not require Customerto purchase, install or maintain any dedicated hardware or software. The Serviceallows any Initiatorto send a single alert to thousands of Contactssimultaneously via a combination of familiar communication devices including the ability to capture real-time responses. Customercan access and activate the Service using any of the following methods: Web: log in 24/7/365 at https://www.onsolve.com/login/to send alerts or to modify your account. Phone: call (866) 939-0911for live operator assistance 24/7/365. Description of Service.With subscription, Customerreceives: Up to the number of Message Units stipulated on Service Order of the Agreement, which can be used as described on the Service Order and in Exhibit B. Unlimited messaging via SMTP-based messages,emailand to the CodeRED Mobile Alert App.SMTP messaging is carrier- specific, as opposed to true, carrier agnostic, end-to-end two-way wireless transmission. “Message Unit” or “System Minute”meanssixty (60) seconds or less of connected call time in the Service. As an example, a call connected for ninety (90) seconds shall be equal to two (2) Message Units Transaction Fee (as defined on Exhibit B) for unlimited Service (for refund purposes only, whereapplicable) is equal to $0.09. Transaction Fee for Message Unit-based Service is equal to the Overage Message Unit price set forth on the Service Order Unlimited Initiators(those with role-based ability to access and activate the Service). Unlimited groups within accounts: A groupis an alert distribution list. Standard upgrades. Standard upgrades include all maintenance releases. For optional features purchased (e.g. Conference Bridge,Bulletin Board) up to the number of Message Units stipulated on Service Order of the Agreement. Absent separate purchase of Commercially Available Data from Provider, Customer is responsible to provide data for use in the Service, andProvider shall not be responsible for Customer’s inability to use the Servicedue to Customer’s delay in providing data. Customer may purchase professional services (“Professional Services”), such as installations, implementations, software testing,custom modifications, data servicesor international training sessions from Provider. Professional Services will be described in a separate statement of work. Contact List Maintenance. Provider provides multiple ways for Customer to enter and maintain the Contact list at no additional charge: Community Notification Enrollment (“CNE”) Page (public self-registration): Contacts may sign up on the CNE Page and enrollment information will be transferred to Customer. Customer acknowledges and agrees that Provider may notify such individuals that their data will be transmitted to Customer, and thatthe transmission of such data to Customer may render it public recordand is subject to Customer’s privacy policies. Customer agrees thatit will be solely responsible for providing such privacy policies to these individuals and thatProvider shall not beresponsible for the individual contribution ofcontact informationthrough the CNE page. Contact GroupEnrollment Page (internal self-registration): Customer’s internal Contacts may sign up on the Contact Group Enrollment Page and enrollmentinformation will be transferred to Customer. Provider agrees that it will, upon termination of the Agreement and Customer’s request, provided all Fees are paid in full, transmit in Provider’s standard format any Community Notification Enrollment data received on or after the Effective Date and all Contact Group Enrollment data, one (1) time, to Customer at no charge. Traditional Import: For its initial population of the Contact list, Customermay supply Providerwith a spreadsheet (flat-file format) of Contact list data. Customer Support will scrub (examine) the submission as a courtesy for discernible data exceptions, or errors in formatting or content that might interfere with the proper loading of data or use of the Service. Providergenerally updates data provided via traditional import within two (2) business days after receipt of such data.Customer may utilize this traditional flat-file import no more than one (1) time per year at no additional cost, unless otherwise set forth on the Service Order. On-Demand Entry: Customer may enter or edit Contact data directly within the Service through the User interface. Customer Support.Provider provides Customer with 24/7/365 live phone support at no extra charge. Customer may dial (866) 939-0911,or the local support number provided to you by Provider. At Provider’s reasonable discretion, non-urgent after hours and off hours (“AHOH”) inquiries may be deferred until conventional business hours to facilitate best handling. Training.All training is customized and individual to the Customer. Provider training included with subscription at no extra charge: One(1)annual Initiatortraining session; Unlimited pre-recorded, web-based remote trainings New features training sessions; and Best practices feature training sessions (whenever applicable). ProviderCustomer Support works with Customerto schedule training flexibly and to accommodate Customer’sschedule. All training is conducted via Web meeting/conference call. ONSOLVE, LLCPage 3 of 5 CONFIDENTIAL AND PROPRIETARY June 2018Form DocuSign Envelope ID: 57C714A0-BAA4-48A4-AA7C-0778A88C18A9 Customermay request additional sessions, or onsite training in lieu of Web-based training. Such training is billable at a base $1,500 day rate (minimum half day fee applies). For any onsite training, Customer is responsible for all of Provider’s reasonable and pre-approved travel/lodging/incidental expenses. Support Documentation.Service documentation appears online. In addition to other onlinehelp documentation, Customermay download/print the current version of the ProviderUser Guide at any time. Description of Additional Features.Customer may purchase (if set forth on the Services Order): Commercially Available Data.Provider shall include commercially available data (the “Commercial Data”) for use by Customer in the Service.Provider will perform Commercial Data updates 3 to 4 times per year. Commercial Data is subject to licensing requirements that do not permit Provider to transfer ownership to Customer. Foreign Message Translation.All Notifications must be input in English. Once specified, languages may not be changed, absent execution of an updated Schedule 1. ONLY those Users that have opted-in to the Servicewill receive their selected FMT. Translation is supplied by a third party and is AS-IS. CodeRED Weather Warning® (“CRWW”)-Includes automated Notifications generated from severe weather bulletins issued by the National Weather Service (“NWS”). CRWW Notifications are sent by matching the geographic locations associated with Users against the geographic polygon(s) associated with severe weather bulletins issued by NWS. CRWW Notifications are automatically launched 24 hours a day in response to the issuance of NWS severe weather bulletins. ONLY those Users that have opted-in to CRWW will receive CRWW Notifications. Consent for opt-in is required as set forth in the Agreement. CRWW Notifications are not deducted from Message Units. Integrated Public Alert Warning System (“IPAWS”) Submission App (“IPAWS App”).Permits Customer to submit Notifications to IPAWS. IPAWS Notifications may be reviewed by the Federal Emergency Management Agency (“FEMA”) to determine appropriate dissemination. Initiators with access to the IPAWS App shall be authorized by FEMA to use IPAWS. In order to use the IPAWS App, Customer agrees to provide Provider, using best practices and secure means, with a copy of its IPAWS digital signature (“Signature”) along with its associated keystore, Signature pass codes, application for IPAWS, and any other information reasonably requested by Provider. Customer authorizes Provider to use and keep such information on Provider’s servers for the purpose of allowing Customer and Provider to access, use and test IPAWS through the IPAWS App. Customer acknowledges and agrees that: (a) the dissemination of Notifications through IPAWS is not guaranteed nor controlled by Provider, and is the sole responsibility of FEMA; (b) Provider shall not be responsible or liable for the failure of Notifications to be disseminated through IPAWS; and (c) IPAWS may include additional features which are not supported through the IPAWS App (eg. the receipt of messages) and Provider shall not be required to provide such additional features. IPAWS App Notifications are not deducted from Message Units. Bulletin Board.Bulletin Board allows Customer to record messages by dialing an interactive voice response system. Customer may promote its assigned number, and callers may call to listen to the prerecorded messages. Bulletin Board will capture the caller's spoken responses and/or keypress information and provide a report in the Service. Upon termination or expiration of the Agreement, Provider will retain any numbers provided. Message Unitsfor Bulletin Board will be deducted in sixty (60) second increments. All incomingcalls whether made for the purpose of recording or listening to Notifications will result in call time deduction. Conference Calling.Conference lines are available on a first come, first serve basis. Conference lines are supplied by a third party and areAS-IS. Message Unitsfor Conference Calling will be deducted in sixty (60) second increments. Each line invited into the call will result in call time deduction. GIS Custom Map.GIS information must be in a standard format recognizable and electronically transferable to the Service. A full GIS map must be provided by Customer for hosting by Provider in order to be used in the Service. ONSOLVE, LLCPage 4 of 5 CONFIDENTIAL AND PROPRIETARY June 2018Form DocuSign Envelope ID: 57C714A0-BAA4-48A4-AA7C-0778A88C18A9 SCHEDULE 1 –FOREIGN MESSAGE TRANSLATION Please select Three(3)languages. Selected Language Catalan (Catalan) Chinese (Simplified, PRC) Chinese (Traditional, Hong Kong S.A.R.) Chinese (Traditional, Taiwan) Danish (Denmark) Dutch (Netherlands) Finnish (Finland) French (Canada) French (France) German (Germany) Italian (Italy) Japanese(Japan) Korean (Korea) Norwegian, Bokmål (Norway) Polish (Poland) Portuguese (Brazil) Portuguese (Portugal) Russian (Russia) Spanish Spanish (Mexico) Spanish (Spain, International Sort) Swedish (Sweden) Additional Languagesfor FMT may be purchased in blocks of three (3) languages for $250/year, which shall not be prorated for any partial year. ONSOLVE, LLCPage 5 of 5 CONFIDENTIAL AND PROPRIETARY June 2018Form DocuSign Envelope ID: 57C714A0-BAA4-48A4-AA7C-0778A88C18A9 Exhibit B TERMS AND CONDITIONS 1.DEFINITIONS. 1.1.“Affiliate” means any entity which directly or indirectly controls, is controlled by, or is under common control with, a party to this Agreement, where “control” means the control, through ownership or contract, of more than 50% of all the voting power of the shares entitled to vote for the election of the entity's directors or members of the entity's governing body; provided that such entity shall be considered an Affiliate only for the time during which such control exists.Customer’s Affiliates do not have authority to make changes to Customer’s account. 1.2.“API” means the application program interface for the Service. 1.3.“API Contacts” meansan individual person whose information is stored in an external third party application database (not in the Servicedatabase) capable of only receiving and responding to Notifications. API Contactsare not permitted to login to theService. All API Contactsare included in Customer’s total number of Contacts as set forth on the Service Order,whether or not they are transmitted to the Service. 1.4.“Applicable Law”means any domestic and/or foreign statute, ordinance, judicial decision, executive order, or regulation having the force and effect of law, including US-EU Privacy Shield (where applicable). 1.5.“Contact” means an individual person capable of only receiving and responding to Notifications and, if permitted, updating its own profile.Contact includes API Contacts. 1.6.“Content” means content, data, text, messages and other material contained in a Notification. 1.7.“Data Processing Addendum” means Provider’sdata processing addendum (if applicable) that is executed by the Parties under this Agreement. 1.8.“Documentation” means any official, applicable documentation that Provider provides to Customer (electronic or written)regarding the Service. 1.9.“EU or Swiss Personal Data” means Standard Personal Informationof any European Economic Area (EEA) resident as defined under Directive 95/46/EC, and any successor thereto, or of any Swiss resident as the Swiss Federal Data Protection Act of 1992, and any successor thereto. 1.10.“Fees” means any fees due hereunder, including without limitation all Transaction Fees and Subscription Fees. 1.11.“Initiator(s)”means an individual person or application capable of creating and issuing Notifications through the Service. Only Customer andits Representative may act as Initiators. 1.12.“Notification(s)” means messages issued by anInitiatorthrough the Service, whether or not responded to by Contact. 1.13.“Representatives” means Customer’s employees and consultants and Customer’s Affiliates and their employees. 1.14.“Sensitive Data” means any personally identifiable information relating to health/genetic or biometric information; religious beliefs or affiliations; political opinions or political party membership; labor or trade union membership; sexual preferences, practices or marital status; national, racial or ethnic origin; philosophical or moral beliefs; criminal record, investigations or proceedings or administrative proceedings; financial, banking or credit data; date of birth; social security number or other national id number, drivers’ license information; or any other “sensitive data” category specifically identified under any Applicable Laws. 1.15.“Service” means Provider’s software-as-a-service, Internet-accessed notification service to set up and send Notifications, including but not limited the software, hardware, and infrastructure collectively used by the Provider, which may include third-party components. 1.16.“Service Order” means the service order commencing on the first page of the Agreement, which describes the Service provided hereunder. 1.17.“Standard Personal Information” means name, business contact details (work telephone number, cell phone number, e-mail address and office address and location), personal contact details (home telephone number, cell phone number, other telephone, e-mail address and physical address), geolocation, and employee ID or other non-identifying ID number. 1.18.“Subscription Fee” means the fees for access to and use of the Service, including but not limited to any activation fees. 1.19.“Transaction Fee” means the fees for individual transactions of sending and/or receiving Notifications to and from devices. 1.20.“User”is the collective term for Initiator(s) and Contact(s). 2.SCOPE OF THE SERVICE. 2.1.Service. Subject to the terms and conditions of this Agreement, including the Exhibits hereto, which are incorporated into this Agreement by reference,Provider shall provide Customer with access to the Service in accordance with Provider’s Documentation. Customer may not, and may not allow or assist any other entity to, sublicense,assign, transfer, distribute, rent or sell use or access to the Service, or remove, alter or obscure any product identification, copyright or other notices.Only Customer’s and its Affiliates’ employees and consultants may act as Initiators and all use ofthe Serviceby Customer’s Affiliates and its and their employees and consultants are subject to the restrictions set forth in this Agreement. 2.2.Ownership and Service Components. All rights not expressly granted to Customer herein are expressly reserved by Provider. The Service is and shall remain the exclusive property of Provider and its Providers. Customer represents and warrants it has the right and authority to provide Provider with the Content for use in connection with the Service and Provider agrees that Content shall be owned by Customer. Provider and its third-party providers shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use the Content to perform the Service or to use any suggestions, enhancement requests, recommendations or other feedback provided by Customer, including Users, to incorporate into the Service. Provider may gather Service data for the purpose of optimizing the Service. This information includes, but is not limited to, data regarding memory usage, connection speed and efficiency. Users are subject to Provider’s terms of service and privacy policy available on Provider’s website, www.onsolve.com/privacy-statement. Customer shall not, and shall not allow or assist any other entityto, create derivative works, modify, decompile, disassemble, or otherwise reverse engineer or attempt to discover any source code or underlying ideas of any component of the Service, except to the extent (but only to such extent) that Applicable Law prohibits such restrictions. ONSOLVE, LLCPage 1 of 6Customer Initials ________ CONFIDENTIAL AND PROPRIETARY June 2018Form DocuSign Envelope ID: 57C714A0-BAA4-48A4-AA7C-0778A88C18A9 2.3.Contact Limit. During this Agreement and for a period of one(1) year thereafter, Providershall have the right (at its own expense, upon reasonable notice, and no more frequently than once per calendar year unless prior breach has been uncovered) to inspect the number of Customer’s Contacts. In the event the reviewdetermines that Customer has exceeded its number of Contacts,Customershall pay Provider for the additional Contacts and the costs of such reviewwithin ten (10) days. 3.PAYMENT AND TAXES 3.1.Payment. Customer shall pay the Fees as set forth on the Service Order to this Agreement without setoff or deductions, net thirty (30) days from the invoice date. Payment shall be in advance, excluding any Fees billed in arrears. Unpaid balances will be subject to interest at one and a half percent (1.5%) per monthor the highest rate permitted by Applicable Law, whichever is greater, commencing on the date that payment was due. 3.2.Taxes. Unless otherwise itemizedor exempt due to Customer being a governmental entity, all payments hereunder are exclusive of all taxes, and Customer agrees to pay any taxes(including any VAT or sales tax), whether foreign, federal, state, local or municipal that may be imposed upon or with respect to the Service exclusive of taxes on Provider’s net income.Any such taxes may not be deducted from the Fees owed to Provider hereunder. 3.3.Message Surcharges. Under no circumstances shall Provider be liable to Customer, to any Contact or to any other person for any charges or fees that arise from Customer’s or an individual person’s sending or receipt of a Notificationusing the Service, including, without limitation, as a result of increases in pass-through charges by telecommunications providers. 4.TERM AND TERMINATION 4.1.Initial Term and Renewal Term. Initial Term and Renewal Term. Unless earlier terminated in accordance with the terms of this Agreement, the Initial Term of this Agreement shall begin on the Effective Date and continue for the period set forth on the Service Order of this Agreement. Upon completion of theInitial Term, Customer may renew this Agreement for successive renewal terms (each a “Renewal Term”) as set forth on the Service Order, by providing any of the following to Provider prior to the end of the Initial Term or then-current Renewal Term: a signed Service Order for the Renewal Term (in electronic or hard copy format); a purchase order for payment for one additional year; or payment for one additional year. Renewal Terms shall be on the same terms as herein. 4.2.Termination. If either party defaults in any of its material obligations under this Agreement and such default has not been remedied or cured within thirty (30) days after written notice of such default, or if either party makes an assignment for the benefitof creditors, files a voluntary petition in bankruptcy, is adjudicated bankrupt or insolvent, is subject to appointment of a receiver or is a party inany proceeding in any jurisdiction to which it is subject that has an effect similar or equivalent to any of the events mentioned, the non-defaulting party may immediately terminate this Agreement in addition to its other rights and remedies. 4.3.Suspension. Providermay suspend the Service: (a) effective immediately upon notice if Customer breaches any provision under Section 5. (Customer Obligations); or (b) if payment for any portion of the Fees is not received by Provider within fifteen (15) days after receipt of written notice that payment is past due. Such suspension shall not modify or lengthen the term of this Agreement, nor shall any rights or obligations hereunder be waived during the suspension period. 4.4.Effects of Termination. Upon termination or expiration of this Agreement (i) Provider will upon written request of Customer,erase Customer data from the production servers controlled by Provider,except that: (a)any data stored on Provider’s backup servers shall be deleted as soon as technically feasible, and in any event within ninety(90) daysfrom deletion from production, and Provider agrees that it (1)shall discontinue processing such data; and (2) shall maintain the confidentiality of such data in accordance with this Agreement;and (b) Provider may retain report data (eg. date/time of Notification and number of Notifications sent) necessary to support its billing and accounting records;(ii) Customer will immediately pay to Provider all amounts due and payable prior to the date of termination; (iii) Customer shall immediately cease all use of the Service and return or destroy all copies, extracts, derivatives and reflections of the Service, and upon Provider’s request, provide written notice that Customer has fully complied with this clause, and (iv) remedies for breach, rights to accrued payments and Sections 1 (Definitions), 2.2 (Ownership and Service Components), 2.3 (Contact Limit), 3. (Payment and Taxes), 4.4 (Effects of Termination), 5 (Customer Obligations), 6 (Confidentiality and Security), 8 (Indemnificationand Responsibility), 9 (Limitation of Liability), and 10 (General) will survive. Upon termination of this Agreement for Customer’s breach: (a) Customer will immediately pay toProvider all unpaid Fees that would become due under the then-current term if such termination didnot occur; and (b) Provider shall retain any Fees paid to date. Upon termination of this Agreement for Provider’s breach, Provider will refund an amount equal to the prorated amount of Fees paid for the remainder of the then current term, less any expenses for transactions completed prior to the date of termination, which shall be calculated based upon the Transaction Fees. 5.CUSTOMER OBLIGATIONS 5.1.Customer obligations.This Section includes pass-through terms from certain telephony, facsimile, GIS and/or Short Message Service (SMS) vendors and as such, Provider may modify these terms upon thirty (30) days written notice to Customer if reasonably necessitated due to changes by the third party providers. Failure to comply with these terms could result in the termination of certain critical services from Provider’s vendors which would impact all of Provider’s customers 5.2.Acceptable Use Policy. Customer represents and warrants that it shall only use the Service in accordance with all Applicable Laws and shall comply with the Acceptable Use Policy attached hereto. 5.3.Data Security. Customer acknowledges and agrees that Provider does not require or “pull” any specific data from Customer; that Customer controls which data and Content is input through the Service and which data is sent and to whom such data is sent; and that Provider only specifically tracks the privacy regulations of the United States, Canada, and the European Economic Area, Switzerland and Japan with respect to the Standard Personal Information and shall have no obligations with respect to privacy regulations in other countries or for other types of data. Accordingly: (i) Customer shall not under any circumstances, transmit or store any Sensitive Datato or through the Service; and (ii) Customer shall not transmit or store any EU or Swiss Personal Data to or through the Service unless: (a) Customer is certified ONSOLVE, LLCPage 2 of 6Customer Initials ________ CONFIDENTIAL AND PROPRIETARY June 2018Form DocuSign Envelope ID: 57C714A0-BAA4-48A4-AA7C-0778A88C18A9 under the US-EU Privacy Shield Framework and complies with the Privacy Shield’s principles in connection with the protection and handling of its Standard Personal Informationor Customer hereby represents to Providerthat its protection and handling of Standard Personal Information is in compliance with the principles outlined in the US-EU Privacy Shield Framework,consistingof: Notice; Choice, Accountability for Onward Transfer; Security; Data Integrity and Purpose Limitation; Access; Recourse; Enforcement and Liability; or (b) Customer has executed the Data Processing Addendum, and in such case Customer shall fully comply with the Data Processing Addendum. Provideris certified under the US-EU Privacy Shield Framework and complies with the EU-US Privacy Shield principles in its handling and processing of Standard Personal Information. 6.CONFIDENTIALITY AND SECURITY. 6.1.Confidential Information. During thecourse of this Agreement, each party may have access to confidential, proprietary or trade secret information disclosed by the other party, including, without limitation, ideas, trade secrets, procedures, methods, systems, and concepts, whether disclosed orally or in writing or stored within the Service, or by any other media (“Confidential Information”). Any information related to the Service, including but not limited to Documentation, security information, and API information, shall be deemed to beConfidential Information of Provider, and any Content shall be deemed to be Confidential Information of Customer. Each party(the “Receiving Party”) acknowledges that the Confidential Information of the other party (the “Disclosing Party”) contains valuable trade secrets and other proprietary information of the Disclosing Party and that any such Confidential Information will remain the sole andexclusive property of the Disclosing Party. Each party will use Confidential Information only for the purpose ofperforming under this Agreement, restrict disclosure of Confidential Information solely to its employees and contractors with a need to know, not disclose such Confidential Information to any other entities unless required to perform the terms of this Agreement, and otherwise protect the Confidential Information with no less restrictive measures than it uses to protect its own confidential and proprietary information. Information will not be deemed “Confidential Information” if such information: (a) is generally available to the public (other than through breach of this Agreement); (b) is received from a third party lawfully empowered to disclose such information without being subject to an obligation of confidentiality; or (c)was rightfully in the Receiving Party’s possession free of any obligation of confidence at the time it was communicated to the Receiving Party. Notwithstanding the above, the Receiving Party will not be in violation of the confidentiality restrictions herein with regard to a disclosure that was in response to a valid order by a court or other governmental bodyor in accordance with the Texas Public Information Act, Tex. Gov. Code 552.001 et al., provided that the Receiving Party provides the Disclosing Party with prompt written notice prior to such disclosure where reasonably possible in order to permit the Disclosing Party to seek confidential treatment of such information. A Receiving Party shall promptly notify the Disclosing Party if the Receiving Party becomes aware of any misuseor unauthorized disclosure of Confidential Information. 6.2.Security. Provider has put in place commercially reasonable information security procedures designed to protect and prevent unauthorized access to Content and Contact data.Provider will only processContent in accordance with the terms and conditions of this Agreement and Customer’s instructions. Provider’s security procedures include but are not limited to physical security, network security, hosted/data security and web security. Providermay modify its security proceduresfrom time to timein accordance with changes to industry standards, but only in a manner that retains or increases the stringency of Provider’s security obligations. 7.REPRESENTATIONS AND DISCLAIMER 7.1.Mutual Representations. Each party represents and warrants that: (i) it has the full corporate right, power and authority to enter into this Agreement, to grant the rights granted hereunder and to fully perform its obligations under this Agreement; (ii) the execution of this Agreement bysuch party, and the performance by such party of its obligations hereunder, does not and will not violate or conflict with any agreement to which such party is a party or by which it is otherwise bound; and (iii) when executed and delivered by such party,this Agreement will constitute the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms. 7.2.Additional Provider Representations. Provider represents and warrants that: (i) the Service will conform inall material respects to Provider’s Documentation; and (ii) all customer support, training and other services to be performed hereunder shall be performed in a professional and workmanlike manner consistent with industry standards. 7.3.Disclaimer. Provider makes no representation, warranty or guaranty, that the Service will work with, or be supported by, all protocols, networks, operating systems or environments; will be error-free;or that all Notifications will be delivered. Customer acknowledges and agrees that the Service is provided on a best efforts basis and is not designed, intended, authorized or warranted to be suitable for hosting life- support or EMT-based applications or other critical applications where the failure or potential failure of the Service can cause injury, harm, death, or other grave problems, including, without limitation, delays in getting medical care or other emergency services, and that any use of the Service to support such applications is fully at Customer’srisk and Customer acknowledges that Provider will not have any liability for issues related to such use.EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND.PROVIDEREXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY OR OTHERWISE, REGARDING THE SERVICE, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. 8.INDEMNIFICATIONAND RESPONSIBILITY 8.1.Provider General Indemnification. Provider will defend, indemnify, and hold harmless Customer and its employees (“Customer Indemnitees”) from and against any and all third party actions, losses, awards, liabilities, claims, expenses, damages, settlements, fees, penalties and costs of every kind and description, including reasonable legal fees and government regulatory fines (collectively, “Losses”), arising from: (i) any gross negligence or willful misconduct by Provider; or (ii) any breach of Section 6 by Provider. 8.2.Provider IP Indemnification. Provider will defend, indemnify, and hold harmless the Customer Indemnitees from and against all Losses arising out of a claim that the Servicedirectly infringes a copyright orpatent issued as of the Effective Date, or other intellectual property right of a third party. The foregoing obligation of indemnification does not apply where: (a) Customer’s use of the Service is not in compliance with the terms of this Agreement; (b) Customer has modified the Service or any part thereof without Provider’s express, written authorization; (c) Customer has combined the Service with software, hardware, system, data, or other materials not supplied or authorized ONSOLVE, LLCPage 3 of 6Customer Initials ________ CONFIDENTIAL AND PROPRIETARY June 2018Form DocuSign Envelope ID: 57C714A0-BAA4-48A4-AA7C-0778A88C18A9 by Providerwhere the infringement or misappropriation relates to such combination, unless Providerexpressly authorized such combination or the combination was provided for in the Documentation; (d) the Loss is as a result of Content or Contact data; or (e) Customer continues use of the Service after being provided modifications that would have avoided the alleged infringement. In the event Provider believes that the Service is, or is likely to be, the subject of an infringement claim, Provider may, at its option, (1) procure for Customer the right to continue using the Service under this Agreement, (2) replace or modify the Service so that it becomes non-infringing but substantially equivalent in functionality and performance, or (3) if neither clause (1) or (2) are feasible in spite of Provider’s reasonable efforts, terminate this Agreement and refund a prorated portion of the Subscription Fees based on the days left in the Initial Term, less any expenses for usage accrued prior to the date of termination. The foregoing obligations are Provider’s only obligations and liability in connection with infringement by the Service. 8.3.Customer Responsibility.To the extent permitted by Applicable Law, Customer will be solely responsible for any and all Losses, arising from: (i) Customer’s breach of Sections 5.1 and 5.2; (ii) third party claims that Customer’s Content infringes on anyintellectual property rights; or (iii) Customer’s gross negligence or willful misconduct. 8.4.Indemnification Procedures. In the event Customer seeks indemnification hereunder, Customer shall provide Provider with: (i) prompt written notice of any claim for which indemnification is sought; (ii) complete control of the defense and settlement of such claim; and (iii) reasonable assistance and cooperation in such defense. In any proceeding Customer shall have the right to retain, at its expense, its own counsel. Notwithstanding the foregoing, the Provider may not enter into a settlement of a claim that involves a remedy other than the payment of money by the Customer without the Customer’s written consent. 9.LIMITATION OF LIABILITY 9.1.Limitation on Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT WITH RESPECT TO OBLIGATIONS UNDER SECTION 8 (INDEMNIFICATIONAND RESPONSIBILITY), OR FOR ANY BREACH OF SECTION 5 (CUSTOMER OBLIGATIONS) OR SECTION 6 (CONFIDENTIALITY AND SECURITY): (a) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY LOSS OF DATA, REVENUES, PROFITS OR OTHER ECONOMIC ADVANTAGE, OR ANY INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY OR OTHER SIMILAR DAMAGES OF ANY KIND OR NATURE, (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THE SERVICE, EVEN IF THE PARTY FROM WHICH DAMAGES ARE BEING SOUGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (b) IN NO EVENT SHALL THE COLLECTIVE LIABILITY OF EITHER PARTY, ITS AFFILIATES AND ITS AND THEIR DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS EXCEED THE FEES ACTUALLY PAID UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS OF SERVICE PRIOR TO THE DATE ON WHICH SUCH CLAIM AROSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EXCEPT WITH RESPECT TO GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT SHALL PROVIDER’S TOTAL CUMULATIVE LIABILITY FOR ANYBREACH OF SECTION 6(CONFIDENTIALITY AND SECURITY) EXCEED THREE TIMES (3X) THEFEES ACTUALLY PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE TWELVE (12)MONTH PERIOD IMMEDIATELY PRECEDING THE DATE FIRST NOTICE IS PROVIDED BY CUSTOMER REFERENCING THE RELEVANT CLAIM HEREUNDER. Customer understands and agrees that the limitation of liability in this Agreement for Provider is reasonable and that Provider would not enter into this Agreement without such limitations. 10.GENERAL 10.1.Force Majeure. Except for payment obligations, neither party shallbe responsible for delays or failures of performance resulting from acts beyond the reasonable control of such party, including, but not limited to acts of God, acts of war, riots, acts ofterror and other acts or omissions of third parties such as interruptions, delays, or malfunctions of service by third-party service providers. 10.2.Dispute Resolution. 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 notsucceeded in negotiating a resolution of the dispute, they will proceed directly to 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 Customerand the Provideragree 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 Customerand the Providerwill 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. 10.3.Publicity. For the duration of this Agreement, Provider may use Customer’s name and logo on the Provider web site and in Provider’s collateral marketing materials identifying Customer as a purchaser of the Service. If Provider’s expected use of Customer’s name and/or logo includes more than basic identification of Customer, Provider shall provide Customer with a copy of such contentfor approval, such approval not to be unreasonably withheld. ONSOLVE, LLCPage 4 of 6Customer Initials ________ CONFIDENTIAL AND PROPRIETARY June 2018Form DocuSign Envelope ID: 57C714A0-BAA4-48A4-AA7C-0778A88C18A9 10.4.Survival of Terms. The rights and obligations of either party that by their nature would continue beyond the termination or expiration of this Agreement shall survive termination or expiration of this Agreement. For example, the provisions of this Agreement regarding indemnification and/or limitation of liability shall survive termination of this Agreement as to any cause of action arising under the Agreement. 10.5.Independent Contractor. Provider’s relationship with Customer shall be that of an independent contractor, and nothing in this Agreement shall be construed to create a partnership, joint venture, principal-agent, or employer-employee relationship. Neither party will have or represent that it has the right, power or authority to bind, contract or commit the other party or to create any obligation on behalf of the other party. 10.6.Severability. If any term or provision of this Agreement or the application thereof is to any extent held invalid orunenforceable, the remainder of this Agreement shall not be affected thereby, and each term and provision hereof shall be valid and enforced to the fullest extent of the law. 10.7.Entire Agreement.This Agreement constitutes the entire agreement and understanding between Customer and Provider and supersedes all prior and contemporaneous verbal and written negotiations, agreements and understandings, if any, between the parties. This Agreement cannot be modified except by a writing signed by an authorized representative of each party. The terms of this Agreement shall take precedence over any conflicting terms in purchase or procurement documentation, such as a purchase order, acknowledgement form, or other similar documentation. The failure of either party to enforce any provision of this Agreement, unless waived in writing by such party, will not constitute a waiver of that party’s right to enforce that provision or any other provision of this Agreement. 10.8.Notice. All notices and consents required or permitted under this Agreement must be in writing; must be personally delivered or sent by registered or certified mail (postage prepaid), by overnight courier or other nationally recognized carrier, or by facsimile (receipt confirmed), in each case to Provider’s address on the Service Order, Attn: Legal, and to Customer’s Business Contact on the Service Order, and will be effective upon receipt. Each party may change its address for receipt of notices by giving notice of the new address to the other party. 10.9.Counterparts. This Agreement may be executed in facsimile and in counterparts. 10.10.Export Compliance. The Service and other Provider technology, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Customer represents that it is not named on any U.S. government denied-party list. Customer will not permit any User to access or use the Service in a U.S.-embargoed country (currently Cuba, Iran, North Korea, Sudan or Syria) or in violation of any U.S. exportlaw or regulation, and will not permit any U.S.-sanctioned persons or entities to act as Users. 10.11.U.S. Government End Users. As defined in FAR section 2.101, DFAR section 252.227-7014(a)(1) and DFAR section 252.227- 7014(a)(5) or otherwise, all software andaccompanying documentation provided in connection with this Agreement are “commercial items,” “commercial computer software,” and or “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, disclosure or distribution thereof by or for the U.S. Government shall be governed solely by the terms of this Agreement. Customer will ensure that each copy used or possessed byor for the governmentis labeled to reflect the foregoing. 10.12.Assignments. Neither party may assign this Agreement without the prior written consent of the other party, except to an Affiliate or anentity that acquires all or substantially all of its business or assets, whether through merger, reorganization or otherwise. Any assignment in violation of the foregoing shall be void and of no effect. PROVIDER:ONSOLVE, LLCCUSTOMER:CITY OF DENTON, TEXAS Signed:Signed: Printed Name:Printed Name: Title:Title: Date:Date: Executed for Exhibits B and C ONSOLVE, LLCPage 5 of 6Customer Initials ________ CONFIDENTIAL AND PROPRIETARY June 2018Form DocuSign Envelope ID: 57C714A0-BAA4-48A4-AA7C-0778A88C18A9 EXHIBIT C ACCEPTABLE USE POLICY 1.General Terms. 1.1All Content is Customer’s sole responsibility. Customer is solely responsible for the integrity and quality of the Content. Customer shall be responsible for, and under no circumstances will Provider or its Affiliates or any of their Providers or suppliersbe responsible, for any loss, damage or liability arising out of any Content, including any mistakes contained in the Content orthe use or subject matter of the Content. Further, Customer is responsible for: (i)any Notifications that are sent through its accounts (other than if caused by the Service itself or breaches by Provider);(ii)all Fees accruing from the use of the Service through its account, whether by its Affiliates and its and their employees and consultants,;and (iii) all actions of its Affiliates, and its and their employees consultants, as if such actions had been conducted by Customer. 1.2Customer shall be responsible for procuring any necessary consents or having other legal basis to contact Contacts with respect to the provision of any data transmitted through the Service. 1.3Customer shall use any data it uploads into the Service in accordance with any and all restrictions applicable to suchdata and allApplicable Laws. 1.4Customer will use and permit its Users to use the Service in accordance with this Agreement and all Applicable Laws, including without limitation the Telephone Consumer Protection Act, Fair Debt Collections Practices Act, Federal Communications Commission (“FCC”) or Federal Trade Commission (“FTC”) rules or regulations and any and all other Applicable Laws related to pre-recorded telephone and/or text messages and the use of automated dialing equipment. 1.5Customer will include, at the beginning of each Notification, its official business or government name. Customer will include, at the end of each Notification, a telephone number for Customer. 1.6Customer will not send any Notifications to mobile devices owned by a Contact unless Customer has obtained such Contact’s “opt-in” consent to receive, or Customer has other legal basisto send such Contact,pre-recorded, telephone and text Notifications using automated dialing equipment. 1.7Customer must provide Contacts with a simple mechanism for opting out or unsubscribing from receiving Notifications, including information on how to “opt-out” or unsubscribe. 1.8Customer will not send Notifications to phone numbers that are emergency numbers and/or other numbers that may not be called using automated dialing equipment under Applicable Law. 1.9Per Provider’s fair use policy, Customer’s totalNotifications to an individual Contactwill not exceed an averageof one (1) Notification per day(via any contact method), absent an emergency or a specific use case for the Contact. Should Customer exceed thisfair use, the parties will meet to discuss the reasons, review best practices and determine if an adjustment to Customer’s Service plan is necessary. Due to vendor requirements for ensuring Notifications sent by the Service are not blacklisted, Customer shall adhere to thisfair use policy. 1.10Customer will not send any Content that it knows, or has reason to know: (i) infringes another’s rights in intellectual property; (ii) invades any privacy laws including without limitation another’s right to privacy and/or any privacy policies of Customeror any third-party; and/or (iii) justifies a complaint to the FCC and/or FTC. 1.11Customer will not, and will not permit its Users or any third parties to: (i) engage or facilitate any unethical, deceptive or misleading practices in connection with the use of the Service; (ii) use the Service in connection with any telemarketing, solicitations, donations, sales, spamming or any unsolicited messages (commercial or otherwise); and/or (iii) provide Content to be transmitted in the Service which: (a) is defamatory, libelous, obscene, pornographic, or is otherwise harmful; (b) promotes violence, discrimination, illegal activities, gambling, alcoholic beverages, guns or tobacco; and/or (c) contains or otherwise links to viruses, worms, cancelbots or any other harmful codeor computer programs designed to disrupt the functionality of any computer software or hardware or telecommunications equipment. 1.12Customer may send SMS Texts in text format only. 1.13Customer acknowledges and agrees that Notifications may not be delivered to the phone if not in range of a transmission site, or if sufficient network capacity is not available at a particular time. Even within a coverage area, factors beyond the control of the carrier may interfere with message delivery, including the Customer's equipment, terrain, proximity to buildings, foliage, and weather. Customer acknowledges that urgent Notifications may not be timely received and that the carrier does not guarantee that messages will be delivered. 1.14Customer acknowledges that Provider may block Notifications (eg. based on instructions from Contacts, carriers, aggregators, government agencies, etc.). 1.15Customer agrees to maintain all security regarding its (and its Users’) account ID, password, and connectivity with the Service. If Customer’s account ID or password are stolen, or otherwise compromised Customer is obligated to immediately change the password and inform Provider of the compromise. ONSOLVE, LLCPage 6 of 6Customer Initials ________ CONFIDENTIAL AND PROPRIETARY June 2018Form DocuSign Envelope ID: 57C714A0-BAA4-48A4-AA7C-0778A88C18A9 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: 57C714A0-BAA4-48A4-AA7C-0778A88C18A9 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: 57C714A0-BAA4-48A4-AA7C-0778A88C18A9 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: 57C714A0BAA448A4AA7C0778A88C18A9Status: Completed Subject: Please DocuSign: City Council Contract 6912 CodeRed Emergency Notification System Source Envelope: Document Pages: 17Signatures: 12Envelope Originator: Certificate Pages: 6Initials: 6Suzzen Stroman AutoNav: Enabled901B Texas Street EnvelopeId Stamping: EnabledDenton, TX 76209 Time Zone: (UTC-06:00) Central Time (US & Canada)suzzen.stroman@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: OriginalHolder: Suzzen StromanLocation: DocuSign 10/16/2018 10:41:33 AM suzzen.stroman@cityofdenton.com Signer EventsSignatureTimestamp Suzzen StromanSent: 10/16/2018 10:50:30 AM Completed suzzen.stroman@cityofdenton.comViewed: 10/16/2018 10:50:38 AM BuyerSigned: 10/16/2018 10:50:42 AM Using IP Address: 129.120.6.150 City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Mack ReinwandSent: 10/16/2018 10:50:45 AM mack.reinwand@cityofdenton.comViewed: 10/16/2018 12:30:03 PM City of DentonSigned: 10/16/2018 12:31:14 PM Security Level: Email, Account Authentication Signature Adoption: Pre-selected Style (None) Using IP Address: 129.120.6.150 Electronic Record and Signature Disclosure: Not Offered via DocuSign Pat ClarkSent: 10/16/2018 1:53:34 PM pat.clark@onsolve.comViewed: 10/16/2018 5:27:45 PM CFOSigned: 10/17/2018 9:44:56 AM OnSolve, LLC Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 73.43.182.17 (None) Electronic Record and Signature Disclosure: Accepted: 10/16/2018 5:27:45 PM ID: e26df719-41b3-4f84-abf4-91f72cd4373d Melissa KraftSent: 10/17/2018 9:44:59 AM Melissa.Kraft@cityofdenton.comViewed: 10/17/2018 2:14:18 PM Chief Technology OfficerSigned: 10/17/2018 7:59:58 PM City of Denton Signature Adoption: Pre-selected Style Security Level: Email, Account Authentication Using IP Address: 104.190.159.195 (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Signer EventsSignatureTimestamp Tabitha MillsopSent: 10/17/2018 8:00:01 PM Completed tabitha.millsop@cityofdenton.comViewed: 11/7/2018 9:59:40 AM City of DentonSigned: 11/7/2018 10:01:44 AM Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd HilemanSent: 11/7/2018 10:01:48 AM Todd.Hileman@cityofdenton.comViewed: 11/7/2018 10:49:31 AM City ManagerSigned: 11/7/2018 10:49:49 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 10:49:53 AM jennifer.walters@cityofdenton.comViewed: 11/8/2018 1:33:31 PM City SecretarySigned: 11/8/2018 1:34:15 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: 10/16/2018 10:50:45 AM sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Cleo SeamanSent: 10/16/2018 12:31:17 PM Cleo.Seaman@onsolve.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Pat ClarkSent: 10/16/2018 1:53:36 PM accountcontinuity@onsolve.comViewed: 10/16/2018 3:15:35 PM Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy EventsStatusTimestamp Stephanie PadgettSent: 10/16/2018 12:31:18 PM Stephanie.Padgett@cityofdenton.com TS Administrative Assistant City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane RichardsonSent: 11/7/2018 10:01:47 AM jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Jennifer BridgesSent: 11/8/2018 1:34:19 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 1:34:20 PM jane.richardson@cityofdenton.comViewed: 11/9/2018 3:55:24 PM Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Notary EventsSignatureTimestamp Envelope Summary EventsStatusTimestamps Envelope SentHashed/Encrypted11/8/2018 1:34:20 PM Certified DeliveredSecurity Checked11/8/2018 1:34:20 PM Signing CompleteSecurity Checked11/8/2018 1:34:20 PM CompletedSecurity Checked11/8/2018 1:34:20 PM Payment EventsStatusTimestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your 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 DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact City of Denton: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: purchasing@cityofdenton.com To advise City of Denton of your new e-mail address To let us know of a change in your e-mail address where we should send notices and disclosures electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com and in the body of such request you must state: your previous e-mail address, your new e-mail address. We do not require any other information from you to change your email address.. In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected in your DocuSign account by following the process for changing e-mail in DocuSign. To request paper copies from City of Denton To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail address, full name, US Postal address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with City of Denton To inform us that you no longer want to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your DocuSign account, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you must state your e-mail, full name, IS Postal Address, telephone number, and account number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required hardware and software Operating Systems: Windows2000? or WindowsXP? Browsers (for SENDERS): Internet Explorer 6.0? or above Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: •I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and •I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and •Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you.