19-144FOR THE SUPPLY OF AGENDA MANAGEMENT SOFTWARE; PROVIDING ## R THE
EXPENDITURE OF FUNDS THEANDREFOR; PROVIDING #; EFFECTIVEDATE (FILE
6928 — AWARDED TO GRANICUS, LLC, IN THE THREE (3) YEAR NOT -TO -EXCEED
AMOUNT OF $95,524.73).
WHEREAS, pursuant to Resolution 92-019, the State of Texas has solicited, received,
• • tabulated competitivebids for the purchase of • ..:materials,equipment, supplies or
services in accordance with the procedures of state law on behalf of the City of Denton; and
WHEREAS, . or a designated employee, a reviewed • • recommended
that the herein described materials, equipment, supplies, or services can be purchased by the City
•, • • • ••jjj
• • r • • DirectR- • • •
• • •• •' • • • 1 + '•
herein; NOW, THEREFORE,
SECTION 1. The numbered items in the following numbered purchase order for materials,
equipment, supplies, or services, shown in the "File Number" listed hereon, and on file in the offic�-�
*f the Purchasing Agent, are hereby approved:
FILE
NUMBER VENDOR AMOUNT
6928 Granicus, LLC $95,524.73
SECTION 2. By the acceptance and approval of the above numbered items set forth in
the attached purchase orders, the City accepts the offer of the persons submitting the bids to the
purchase the materials,equipment,•! or services in accordance - terms, conditions,
specifications, standards, quantities and for the specified sums contained in the bid documents
• related documents filed with the State of - Department of • • • o
Direct Program, • the purchase orders issued by the City.
awarded by the State of Texas Department of Information Services Go Direct Program, 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 State of Texas
Department of Information Services Go Direct Program, quantities and specified sums contained
in the City's purchase orders, and related documents herein approved and accepted.
SECTION 4. By the acceptance and approval ofthe above enumerated bids, the City Council
hereby authorizes the expenditure of funds therefor in the amount and in accordance with the
approved bids.
SECTION 5. This ordinance shall become effective immediately upon its passage and
approval.
The motion to approve this ordinance was made by and
seco�tided by �::�e' ��,:. �� ���.............— a the ordinance was jxasse-�l� and approved by
ffi �bllowirlg w.)lc I �....' .f.
Aye. Nay
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:
PASSED AND APPROVED this the _ " ..w day of
Abstain
CHRIS WATTS, MAYOR
Absent
20
ATTEST:
RACHEL WOOD, INTERIM CITY SECRETARY
BY: �. ..... .... wr
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
_ .... .......
DocuSign Envelope ID: OFB2A635-8AD1-4F90-A808-FA8AA3338DBC
Docusign City Council Transmittal Coversheet
COOP
6928
File Name
Legistar software - Granicus
Purchasing Contact
Adrian Brown
City Council Target Date
February 5, 2019
Piggy Back Option
Not Applicable
Contract Expiration
February 5, 2022
Ordinance
19-144
DocuSign Envelope ID: OFB2A635-8AD1-4F90-A808-FA8AA3338DBC
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AN GRANICUS, INC.
(CONTRACT 6928)
2/5/2019
THIS CONTRACT is made and entered into this date , by and
between Granicus, LLC, a MINNESOTA limited liability company, whose address is 408 St. Peter
Street, Suite 600, Saint Paul, MN 55102, 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
Supplier shall provide products and/or services in accordance with the City's document
6928 - Granicus, 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) Special Terms and Conditions (Exhibit "A");
(b) DIR-SDD-2502 (Exhibit `B" on file at the Office of the Purchasing Agent);
(c) Master Subscription Agreement (Exhibit "C");
(d) Granicus, LLC Quote (Exhibit "D");
(e) House Bill 89 Verification (Exhibit "E")
(f) Senate Bill 252 Certification (Exhibit "F")
(g) Form CIQ — Conflict of Interest Questionnaire (Exhibit "G");
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 shall be referred to collectively as "Contract 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.
Contract 4 6928
DocuSign Envelope ID: OFB2A635-8AD1-4F90-A808-FA8AA3338DBC
IN WITNESS WHEREOF, the parties of these presents have executed this agreement in
the year and day first above written.
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
DocuSignedd by: ,U, '^
04,
SIGNATURE
Sarah Kuechler
PRINTED NAME
Director of Public Affairs/IGR
TITLE
Public Affairs/IGR
DEPARTMENT
ATTEST:
CITY SECRETARY
DocuSigned by:
� ,Jcwu �G�.aY'�Sbin,
BY: t ss�z ssFz�
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
DocuSigned by:
BY. MFan31 FRFflAW snd
CONTRACTOR
DocuSigned by:
Va W'66af
BY. OE7RA11PtQP "'1A
AUTHORIZED SIGNATURE
1/24/2019
Date:
Dawn.Kubat
Printed Name:
VP of Legal
Title:
651.757.4154
PHONE NUMBER
dawn.kubat@granicus.com
EMAIL ADDRESS
2019-437168
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
CITY OF DENTON, TEXAS
BY: LDocuSigned by:
�U Rilt,w,au,
TODD HILEMAN
CITY MANAGER
Date:
2/7/2019
Contract 4 6928
DocuSign Envelope ID: OFB2A635-8AD1-4F90-A808-FA8AA3338DBC
Exhibit A
Special Terms and Conditions
1. Total Contract Amount
The contract total for services shall not exceed $95,524.73. Pricing shall be per Exhibit D attached.
2. Contract Terms
The contract term will be three (3) years, effective from date of award or notice to proceed as
determined by the City of Denton Purchasing Department.
At the sole option of the City of Denton, the contract may be further extended as needed, not to
exceed a total of six (6) months.
3. Products
The Contractor's Products and Services included in this Contract are set forth in Exhibit D
attached.
4. Limitation of Liability
EXCLUSION OF CONSEQUENTIAL AND RELATED DAMAGES. UNDER NO
CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE FOR ANY SPECIAL, INDIRECT,
PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER AN ACTION IS
IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF
A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHER,
CONTRACTOR SHALL NOT BE LIABLE FOR: (A) ERROR OR INTERRUPTION OF USE
OR FOR LOSS OR INACCURACY OR CORRUPTION OF CITY DATA; (B) COST OF
PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (C) LOSS OF
BUSINESS; (D) DAMAGES ARISING OUT OF ACCESS TO OR INABILITY TO ACCESS
THE SERVICES, SOFTWARE, CONTENT, OR RELATED TECHNICAL SUPPORT; OR (E)
FOR ANY MATTER BEYOND CONTRACTOR'S REASONABLE CONTROL, EVEN IF
CONTRACTOR HAS BEEN ADVISED OF THE POSSIBILITY OF ANY OF THE
FOREGOING LOSSES OR DAMAGES.
LIMITATION OF LIABILITY. IN NO INSTANCE SHALL EITHER PARTY' S LIABILITY
TO THE OTHER PARTY FOR DIRECT DAMAGES UNDER THIS AGREEMENT
(WHETHER IN CONTRACT OR TORT OR OTHERWISE) EXCEED THE FEES PAID BY
CITY FOR THE CONTRACTOR'S PRODUCTS AND SERVICES DURING THE SIX (6)
MONTHS IMMEDIATELY PRECEDING THE DATE THE DAMAGED PARTY NOTIFIES
THE OTHER PARTY IN WRITING OF THE CLAIM FOR DIRECT DAMAGES. NEITHER
PARTY SHALL BE RESPONSIBLE FOR ANY LOST PROFITS OR OTHER DAMAGES,
INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR ANY
OTHER DAMAGES, HOWEVER CAUSED. NEITHER PARTY MAY INSTITUTE AN
ACTION IN ANY FORM ARISING OUT OF NOR IN CONNECTION WITH THIS
AGREEMENT MORE THAN TWO (2) YEARS AFTER THE CAUSE OF ACTION HAS
ARISEN. THE ABOVE LIMITATIONS WILL NOT LIMIT CITY'S PAYMENT
OBLIGATIONS UNDER SECTION 4 OF EXHIBIT C.
Contract 4 6928
DocuSign Envelope ID: OFB2A635-8AD1-4F90-A808-FA8AA3338DBC
5. Indemnification
INDEMNIFICATION BY CONTRACTOR. CONTRACTOR WILL DEFEND CITY
FROM AND AGAINST ALL LOSSES, LIABILITIES, DAMAGES AND EXPENSES
ARISING FROM ANY CLAIM OR SUIT BY A THIRD PARTY UNAFFILIATED WITH
EITHER PARTY TO THIS AGREEMENT ("CLAIMS") AND SHALL PAY ALL LOSSES,
DAMAGES, LIABILITIES, SETTLEMENTS, JUDGMENTS, AWARDS, INTEREST,
CIVIL PENALTIES, AND REASONABLE EXPENSES (COLLECTIVELY, "LOSSES,"
AND INCLUDING REASONABLE ATTORNEYS' FEES AND COURT COSTS), TO THE
EXTENT ARISING OUT OF ANY CLAIMS BY ANY THIRD PARTY THAT
CONTRACTOR'S PRODUCTS AND SERVICES INFRINGE A VALID U.S.
COPYRIGHT OR U.S. PATENT ISSUED AS OF THE DATE OF THE APPLICABLE
ORDER OR SOW. In the event of such a Claim, if Contractor determines that an affected order
or statement of work ("SOW") is likely, or if the solution is determined in a final, non -appealable
judgment by a court of competent jurisdiction, to infringe a valid U.S. copyright or U.S. patent
issued as of the date of the applicable Order or SOW, Contractor will, in its discretion: (a) replace
the affected Contractor's Products and Services; (b) modify the affected Contractor's Products and
Services to render it non -infringing; or (c) terminate this Agreement or the applicable order or
SOW with respect to the affected solution and refund to City any prepaid fees for the then -
remaining or unexpired portion of the order or SOW term. Notwithstanding the foregoing,
Contractor shall have no obligation to indemnify, defend, or hold City harmless from any Claim
to the extent it is based upon: (i) a modification to any solution by City (or by anyone under City's
direction or control or using logins or passwords assigned to City); (ii) a modification made by
Contractor pursuant to City's required instructions or specifications or in reliance on materials or
information provided by City; or (iii) City's use (or use by anyone under City's direction or control
or using logins or passwords assigned to City) of any Contractor's Products and Services other
than in accordance with this Agreement. This section 5sets forth City's sole and exclusive remedy,
and Contractor's entire liability, for any Claim that the Contractor's Products and Services or any
other materials provided by Contractor violate or infringe upon the rights of any third party.
Indemnification by City. To the extent allowed by law, City shall defend, indemnify, and hold
Contractor harmless from and against any Claims, and shall pay all Losses, to the extent arising
out of or related to (a) City's (or that of anyone authorized by City or using logins or passwords
assigned to City) use or modification of any Contractor's Products and Services; (b) any City
content; or (c) City's violation of applicable law.
Defense. To the extent allowed by law, with regard to any Claim subject to indemnification
pursuant to this Section 5: (a) the Party seeking indemnification shall promptly notify the
indemnifying Party upon becoming aware of the Claim; (b) the indemnifying Party shall promptly
assume sole defense and control of such Claim upon becoming aware thereof, and (c) the
indemnified Party shall reasonably cooperate with the indemnifying Party regarding such Claim.
Nevertheless, the indemnified Party may reasonably participate in such defense, at its expense,
with counsel of its choice, but shall not settle any such Claim without the indemnifying Party's
prior written consent. The indemnifying Party shall not settle or compromise any Claim in any
manner that imposes any obligations upon the indemnified Party without the prior written consent
of the indemnified Party.
Contract 4 6928
DocuSign Envelope ID: OFB2A635-8AD1-4F90-A808-FA8AA3338DBC
EXHIBIT C
Master Subscription Agreement
This Master Subscription Agreement ("Agreement") is entered into and effective October 1, 2018
("Effective Date") by and between the City of Denton, Texas ("Customer") and Granicus, LLC, a Minnesota
Limited Liability Company d/b/a Granicus ("Granicus"). Customer and Granicus may each be referred to
herein as "Party" or collectively as "Parties".
By accessing the Granicus Products and Services, Customer accepts this Agreement. Due to the rapidly
changing nature of digital communications, this Agreement may be updated from time to time at
Granicus' sole discretion. Notification to Customer will be via email or posting to the Granicus website.
1. Definitions. In addition to terms defined elsewhere in this Agreement, the following terms shall have
the meaning specified:
"Agreement Term" means the total time specified in Exhibit A or Order or SOW under this Agreement,
further specified in Section 7.1.
"Granicus Products and Services" means the products and services made available to Customer
pursuant to this Agreement, which may include Granicus products and services accessible for use by
Customer on a subscription basis ("Software -as -a -Service" or "SaaS"), Granicus professional services,
content from any professional services or other required equipment components or other required
hardware, as specified in each Order or SOW.
"Order" means a written order, proposal, or purchase document in which Granicus agrees to provide
and Customer agrees to purchase specific Granicus Products and Services.
"Order Term" means the then -current duration of performance identified on each Order or SOW, for
which Granicus has committed to provide, and Customer has committed to pay for, Granicus Products
and Services.
"Statement of Work" or "SOW" means a written order, proposal, or purchase document that is signed
by both Parties and describes the Granicus Products and Services to be provided and/or performed
by Granicus. Each Order or SOW shall describe the Parties' performance obligations and any
assumptions or contingencies associated with the implementations of the Granicus Products and
Services, as specified in each Order or SOW placed hereunder.
"Support" means the ongoing support and maintenance services performed by Granicus related to
the Granicus Products and Services as specified in each Order or SOW placed between the Parties.
2. Ordering and Scope
2.1. Ordering Granicus Products and Services. The Parties may execute one or more Order or SOW
related to the sale and purchase of Granicus Products and Services. Each Order or SOW will
generally include an itemized list of the Granicus Products and Services as well as the Order Term
for such Granicus Products and Services. Each Order or SOW must, generally, be signed by the
Parties; although, when a validly -issued purchase order by Customer accompanies the Order or
SOW, then the Order or SOW need not be executed by the Parties. Each Order or SOW shall be
governed by this Agreement regardless of any pre-printed legal terms on each Order or SOW,
and by this reference is incorporated herein.
2.2. Support. Basic support related to standard Granicus Products and Services is included within the
fees paid during the Order Term. Granicus may update its Support obligations under this
Agreement, so long as the functionality purchased by Customer is not materially diminished.
2.3. Future Functionality. Customer acknowledges that any purchase hereunder is not contingent on
the delivery of any future functionality or features.
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EXHIBIT C
2.4. Cooperative Purchasing. To the extent permitted by law and approved by Customer, the terms
of this Agreement and set forth in one or more Order or SOW may be extended for use by other
municipalities, school districts and governmental agencies upon execution of an addendum or
other duly signed writing setting forth all of the terms and conditions for such use. The applicable
fees for additional municipalities, school districts or governmental agencies will be provided by
Granicus to Customer and the applicable additional party upon written request.
3. Use of Granicus Products and Services and Proprietary Rights
3.1. Granicus Products and Services. The Granicus Products and Services are purchased by Customer
as subscriptions during an Order Term specified in each Order or SOW. Additional Granicus
Products and Services may be added during an Order Term as described in Section 2.1.
3.2. Permitted Use. Subject to the terms and conditions of this Agreement, Granicus hereby grants
during each Order Term, and Customer hereby accepts, solely for its internal use, a worldwide,
revocable, non-exclusive, non-transferrable right to use the Granicus Products and Services to
the extent allowed in the relevant Order or SOW (collectively the "Permitted Use"). The
Permitted Use shall also include the right, subject to the conditions and restrictions set forth
herein, to use the Granicus Products and Services up to the levels limited in the applicable Order
or SOW.
3.2.1. Data Sources. Data uploaded into Granicus Products and Services must be brought in
from Customer sources (interactions with end users and opt -in contact lists). Customer
cannot upload purchased contact information into Granicus Products and Services
without Granicus' written permission and professional services support for list cleansing.
3.2.2. Passwords. Passwords are not transferable to any third party. Customer is responsible
for keeping all passwords secure and all use of the Granicus Products and Services
accessed through Customer's passwords.
3.2.3. Content. Customer can only use Granicus Products and Services to share content that is
created by and owned by Customer and/or content for related organizations provided
that it is in support of other organizations but not as a primary communication vehicle
for other organizations that do not have a Granicus subscription. Any content deemed
inappropriate for a public audience or in support of programs or topics that are unrelated
to Customer, can be removed or limited by Granicus.
3.2.3.1. Disclaimers. Any text, data, graphics, or any other material displayed or
published on Customer's website must be free from violation of or infringement
of copyright, trademark, service mark, patent, trade secret, statutory, common
law or proprietary or intellectual property rights of others. Granicus is not
responsible for content migrated by Client or any third party.
3.2.4. Advertising. Granicus Products and Services shall not be used to promote products or
services available for sale through Customer or any third party unless approved in
writing, in advance, by Granicus. Granicus reserves the right to request and review the
details of any agreement between Customer and a third party that compensates
Customer for the right to have information included in Content distributed or made
available through Granicus Products and Services prior to approving the presence of
Advertising within Granicus Products and Services.
3.3. Restrictions. Customer shall not:
3.3.1. Misuse any Granicus resources or cause any disruption, including but not limited to, the
display of pornography or linking to pornographic material, advertisements, solicitations,
or mass mailings to individuals who have not agreed to be contacted;
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EXHIBIT C
3.3.2. Use any process, program, or tool for gaining unauthorized access to the systems,
networks, or accounts of other parties, including but not limited to, other Granicus
customers;
3.3.3. Customer must not use the Granicus Products and Services in a manner in which system
or network resources are unreasonably denied to other Granicus clients;
3.3.4. Customer must not use the Services as a door or signpost to another server.
3.3.5. Access or use any portion of Granicus Products and Services, except as expressly allowed
by this Agreement or each Order or SOW placed hereunder;
3.3.6. Disassemble, decompile, or otherwise reverse engineer all or any portion of the Granicus
Products and Services;
3.3.7. Use the Granicus Products and Services for any unlawful purposes;
3.3.8. Export or allow access to the Granicus Products and Services in violation of U.S. laws or
regulations;
3.3.9. Except as expressly permitted in this Agreement, subcontract, disclose, rent, or lease the
Granicus Products and Services, or any portion thereof, for third party use; or
3.3.10.Modify, adapt, or use the Granicus Products and Services to develop any software
application intended for resale which uses the Granicus Products and Services in whole
or in part.
3.4. Customer Feedback. Customer assigns to Granicus any suggestion, enhancement, request,
recommendation, correction or other feedback provided by Customer relating to the use of the
Granicus Products and Services. Granicus may use such submissions as it deems appropriate in
its sole discretion.
3.5. Reservation of Rights. Subject to the limited rights expressly granted hereunder, Granicus and/or
its licensors reserve all right, title and interest in the Granicus Products and Services, the
documentation and resulting product including all related intellectual property rights. Further,
no implied licenses are granted to Customer. The Granicus name, the Granicus logo, and the
product names associated with the services are trademarks of Granicus or its suppliers, and no
right or license is granted to use them.
4. Payment
4.1. Fees. Customer agrees to pay all fees, costs and other amounts as specified in each Order or
SOW. Annual fees are due upfront according to the billing frequency specified in each Order or
SOW. Granicus reserves the right to suspend any Granicus Products and Services should there be
a lapse in payment. A lapse in the term of each Order or SOW will require the payment of a setup
fee to reinstate the subscription. All fees are exclusive of applicable state, local, and federal taxes,
which, if any, will be included in the invoice. It is Customer's responsibility to provide applicable
exemption certificate(s).
4.2. Disputed Invoiced Amounts. Customer shall provide Granicus with detailed written notice of any
amount(s) Customer reasonably disputes within thirty (30) days of the date of invoice for said
amount(s) at issue. Granicus will not exercise its rights under 4.1 above if Customer has, in good
faith, disputed an invoice and is diligently trying to resolve the dispute. Customer's failure to
provide Granicus with notice of any disputed invoiced amount(s) shall be deemed to be
Customer's acceptance of the content of such invoice.
4.3. Price Increases. Any price increases not negotiated in advance shall be provided by Granicus to
Customer at least thirty (30) days prior to the end of the Order Term. Upon each yearly
anniversary during the term of this Agreement (including the Initial Term, all Extended Terms,
and all Order Terms), the Granicus Product and Services fees shall increase from the previous
term's fees by up to ten (10) percent per year.
DocuSign Envelope ID: OFB2A635-8AD1-4F90-A808-FA8AA3338DBC
EXHIBIT C
5. Representations, Warranties and Disclaimers
5.1. Representations. Each Party represents that it has validly entered into this Agreement and has
the legal power to do so.
5.2. Warranties. Granicus warrants that it takes all precautions that are standard in the industry to
increase the likelihood of a successful performance for the Granicus Products and Services;
however, the Granicus Products and Services are provided "AS IS" and as available.
5.3. Disclaimers. EXCEPT AS PROVIDED IN SECTIONS 5.2 ABOVE, EACH PARTY HEREBY DISCLAIMS ANY
AND ALL OTHER WARRANTIES OF ANY NATURE WHATSOEVER WHETHER ORAL AND WRITTEN,
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, TITLE, NON -INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE.
GRANICUS DOES NOT WARRANT THAT GRANICUS PRODUCTS AND SERVICES WILL MEET
CUSTOMER'S REQUIREMENTS ORTHATTHE OPERATION THEREOF WILL BE UNINTERRUPTED OR
ERROR FREE.
6. Confidential Information
6.1. Confidential Information. It is expected that one Party (Disclosing Party) may disclose to the
other Party (Receiving Party) certain information which may be considered confidential and/or
trade secret information ("Confidential Information"). Confidential Information shall include: (i)
Granicus' Products and Services, (ii) non-public information if it is clearly and conspicuously
marked as "confidential" or with a similar designation at the time of disclosure; (iii) non-public
information of the Disclosing Party if it is identified as confidential and/or proprietary before,
during, or promptly after presentation or communication and (iv) any information that should be
reasonably understood to be confidential or proprietary to the Receiving Party, given the nature
of the information and the context in which disclosed.
Each Receiving Party agrees to receive and hold any Confidential Information in strict confidence.
Without limiting the scope of the foregoing, each Receiving Party also agrees: (a) to protect and
safeguard the Confidential Information against unauthorized use, publication or disclosure; (b)
not to reveal, report, publish, disclose, transfer, copy or otherwise use any Confidential
Information except as specifically authorized by the Disclosing Party; (c) not to use any
Confidential Information for any purpose other than as stated above; (d) to restrict access to
Confidential Information to those of its advisors, officers, directors, employees, agents,
consultants, contractors and lobbyists who have a need to know, who have been advised of the
confidential nature thereof, and who are under express written obligations of confidentiality or
under obligations of confidentiality imposed by law or rule; and (e) to exercise at least the same
standard of care and security to protect the confidentiality of the Confidential Information
received by it as it protects its own confidential information.
If a Receiving Party is requested or required in a judicial, administrative, or governmental
proceeding to disclose any Confidential Information, it will notify the Disclosing Party as promptly
as practicable so that the Disclosing Party may seek an appropriate protective order or waiver
for that instance.
6.2. Exceptions. Confidential Information shall not include information which: (i) is or becomes public
knowledge through no fault of the Receiving Party; (ii) was in the Receiving Party's possession
before receipt from the Disclosing Party; (iii) is rightfully received by the Receiving party from a
third party without any duty of confidentiality; (iv) is disclosed by the Disclosing Party without
any duty of confidentiality on the third party; (v) is independently developed by the Receiving
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EXHIBIT C
Party without use or reference to the Disclosing Party's Confidential Information; or (vi) is
disclosed with the prior written approval of the Disclosing Party.
6.3. Storage and Sending. In the event that Granicus Products and Services will be used to store
and/or send Confidential Information, Granicus must be notified in writing, in advance of the
storage or sending. Should Customer provide such notice, Customer must ensure that
Confidential Information or sensitive information is stored behind a secure interface and that
Granicus Products and Services be used only to notify people of updates to the information that
can be accessed after authentication against a secure interface managed by Customer. Customer
is ultimately accountable for the security and privacy of data held by Granicus on its behalf.
6.4. Return of Confidential Information. Each Receiving Party shall return or destroy the Confidential
Information immediately upon written request by the Disclosing Party; provided, however, that
each Receiving Party may retain one copy of the Confidential Information in order to comply with
applicable laws and the terms of this Agreement. Customer understands and agrees that it may
not always be possible to completely remove or delete all personal data from Granicus'
databases without some residual data because of backups and for other reasons.
7. Term and Termination
7.1. Agreement Term. The Agreement Term shall begin on the date of the initial Order or SOW and
continue through the latest date of the Order Term of each Order or SOW under this Agreement,
unless otherwise terminated as provided in this Section 7. Each Order or SOW will specify an
Order Term for the Granicus Products and Services provided under the respective Order or SOW.
Customer's right to access or use the Granicus Products and Services will cease at the end of the
Order Term identified within each Order or SOW, unless either extended or earlier terminated
as provided in this Section 7.
7.2. Effect of Termination. If the Parties agree to terminate this Agreement and an Order or SOW is
still in effect at the time of termination, then the terms and conditions contained in this
Agreement shall continue to govern the outstanding Order or SOW until termination or
expiration thereof. If the Agreement is terminated for breach, then unless otherwise agreed to
in writing, all outstanding Orders or SOWS shall immediately terminate as of the Agreement
termination date. Unless otherwise stated in this Agreement, in no event shall Customer be
entitled to a refund of any prepaid fees upon termination.
7.3. Termination for Cause. The non -breaching Party may terminate this Agreement upon written
notice if the other Party is in material breach of this Agreement and fails to cure such breach
within thirty (30) days after the non -breaching Party provides written notice of the breach. A
Party may also terminate this Agreement immediately upon notice if the other Party: (a) is
liquidated, dissolved, or adjudged to be in a state of bankruptcy or receivership; (b) is insolvent,
unable to pay its debts as they become due, makes an assignment for the benefit of creditors or
takes advantage or any law for the benefit of debtors; or (c) ceases to conduct business for any
reason on an ongoing basis leaving no successor in interest. Granicus may, without liability,
immediately suspend or terminate any or all Order or SOW issued hereunder if any Fees owed
under this Agreement are past due pursuant to Section 4.1.
7.4. Rights and Obligations After Termination. In the event of expiration or termination of this
Agreement, Customer shall immediately pay to Granicus all Fees due to Granicus through the
date of expiration or termination.
7.5. Survival. All rights granted hereunder shall terminate upon the latter of the termination or
expiration date of this Agreement, or each Order or SOW. The provisions of this Agreement with
respect to warranties, liability, choice of law and jurisdiction, and confidentiality shall survive
termination of this Agreement and continue in full force and effect.
DocuSign Envelope ID: OFB2A635-8AD1-4F90-A808-FA8AA3338DBC
EXHIBIT C
8. Limitation of Liability. See Section 4 of Contract 6928.
9. Indemnification. See Section 5 of Contract 6928.
10. General
10.1. Relationship of the Parties. Granicus and Customer acknowledge that they operate
independent of each other. Nothing in this Agreement shall be deemed or construed to create a
joint venture, partnership, agency, or employee/employer relationship between the Parties for
any purpose, including, but not limited to, taxes or employee benefits. Each Party will be solely
responsible for the payment of all taxes and insurance for its employees and business operations.
10.2. Subcontractors. Granicus agrees that it shall be responsible for all acts and omissions of
its subcontractors to the same extent Granicus would be responsible if committed directly by
Granicus.
10.3. Headings. The various section headings of this Agreement are inserted only for
convenience of reference and are not intended, nor shall they be construed to modify, define,
limit, or expand the intent of the Parties.
10.4. Amendments. This Agreement may not be amended or modified except by a written
instrument signed by authorized representatives of both Parties. Notwithstanding the foregoing,
Granicus retains the right to revise the policies referenced herein at any time, so long as the
revisions are reasonable and consistent with industry practices, legal requirements, and the
requirements of any third -party suppliers.
10.5. Severability. To the extent permitted by applicable law, the Parties hereby waive any
provision of law that would render any clause of this Agreement invalid or otherwise
unenforceable in any respect. In the event that a provision of this Agreement is held to be invalid
or otherwise unenforceable, such provision will be interpreted to fulfill its intended purpose to
the maximum extent permitted by applicable law, and the remaining provisions of this
Agreement will continue in full force and effect.
10.6. Assignment. Neither Party may assign, delegate, or otherwise transfer this Agreement or
any of its rights or obligations hereunder, either voluntarily or by operation of law, without the
prior written consent of the other Party (such consent not to be unreasonably withheld);
provided, however, that either Party may assign this Agreement without the other Party's
consent in the event of any successor or assign that has acquired all, or substantially all, of the
assigning Party's business by means of merger, stock purchase, asset purchase, or otherwise.
Any assignment or attempted assignment in violation of this Agreement shall be null and void.
10.7. No Third -Party Beneficiaries. Subject to Section 10.6, this Agreement is binding upon,
and insures solely to the benefit of the Parties hereto and their respective permitted successors
and assigns; there are no third -party beneficiaries to this Agreement.
10.8. Notice. Other than routine administrative communications, which may be exchanged by
the Parties via email or other means, all notices, consents, and approvals hereunder shall be in
writing and shall be deemed to have been given upon: (a) personal delivery; (b) the day of
receipt, as shown in the applicable carrier's systems, if sent via Fed Ex, UPS, DHL, or other
nationally recognized express carrier; (c) the third business day after sending by U.S. Postal
Service, First Class, postage prepaid, return receipt requested; or (d) sending by email, with
confirmed receipt from the receiving party. Either Party may provide the other with notice of a
change in mailing or email address in which case the mailing or email address, as applicable, for
that Party will be deemed to have been amended. The mailing and email addresses of the Parties
are as follows:
R
DocuSign Envelope ID: OFB2A635-8AD1-4F90-A808-FA8AA3338DBC
EXHIBIT C
ggg
ATTN: Contracts ATTN: Purchasing Manager
Address: 408 St. Peter Street Address:
Suite 600 215 E. Mckinney St,
Saint Paul, MN 55102 Denton, TX 76201
Phone: (651)757-4154 Phone: (940)349-7148
Email: contracts@granicus.com Email: Lori.Hewell@cityofdenton.com
10.9. Force Majeure. Any delay in the performance by either Party hereto of its obligations
hereunder shall be excused when such delay in performance is due to any cause or event of any
nature whatsoever beyond the reasonable control of such Party, including, without limitation,
any act of God; any fire, flood, or weather condition; any computer virus, worm, denial of service
attack; any earthquake; any act of a public enemy, war, insurrection, riot, explosion or strike;
provided, that written notice thereof must be given by such Party to the other Party within
twenty (20) days after occurrence of such cause or event.
10.10. Choice of Law and Jurisdiction. This Agreement shall be governed by and interpreted
under the laws of the State of Texas, without reference to the State's principles of conflicts of
law. The Parties expressly consent and submit to the exclusive jurisdiction of the state and
federal courts of Denton County, Texas.
10.11. Reference. Notwithstanding any other terms to the contrary contained herein, Customer
grants Granicus the right to use Customer's name and logo in customer lists and marketing
materials.
10.12. Injunctive Relief. Granicus is entitled to obtain injunctive relief if Customer's use of
Granicus Products and Services is in violation of any restrictions set forth in this Agreement.
IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their respective duly -
authorized representatives on the Effective Date as set forth above.
Attachment(s): Exhibit D (Proposal)
ID: OF B2A635-8AD 1-4F90-A808-FA8AA3338 D BC
Granicus Proposal for Denton, TX
Name: Shannon Liesinger
Phone: +1 3038594445
Email: shannon.liesinger@granicus.com
Quote Number: Q-35605 DIR-SDD-2502
Prepared On: 11 /9/2018
Valid Through: 1/31/2018
Payment Terms: Net 30 (Payments for subscriptions are due at the beginning of the period of performance.)
Currency: USD
Period of Performance: 10/1 /2018 - 9/30/2019
Contract End Date: 9/30/2021
10/1 /2018 to
Legistar
Annual
1 Each
$15,407.99
$15,407.99
9/30/2019
10/1 /2018 to
Granicus Streaming
Annual
1 Each
$13,113.24
$2,185.54
11 /30/2018
10/1 /2018 to
Open Platform Suite
Annual
1 Each
$0.00
$0.00
9/30/2019
VoteCast Classic Package
10/1 /2018 to
with Hardware
Annual
1 Each
$13,000.00
$13,000.00
(TouchScreen) (ME)
9/30/2019
Granicus Encoding Appliance
10/1 /2018 to
Annual
1 Each
$1,200.00
$1,200.00
Software (GT)
9/30/2019
SUBTOTAL:
$42,721.23
$31,793.53
I�7[il� 3�a[:ic�1l�yQlxI��F:�iI:�yF:1�[c�C�CI3�]Y�l
Legistar $16,178.39 $16,987.31
Open Platform Suite $0.00 $0.00
VoteCast Classic Package with Hardware
$13,650.00 $14,332.50
(TouchScreen) (ME)
Granicus Encoding Appliance Software
$1,260.00 $1,323.00
(GT)
TOTAL: $31,088.39 $32,642.81
Product.
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��INNI= I��Imll�lllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllllll
Legistar Legistar is a Software -as -a -Service (SaaS) solution that enables government organizations to
automate the entire Legislative process of the clerk's office. By leveraging Legistar, the client
will be able to easily manage the entire legislative process from drafting files, through
assignment to various departments, to final approval. Legistar includes:
• Unlimited user accounts
• Unlimited meeting bodies and meeting types
• Unlimited data storage and retention
• Configuration services for one meeting body\type
• One Legistar database
• One InSite web portal
• Design services for one agenda report template
• Design services for one minute's report template
Open Platform Suite Open Platform is access to Media Manager, upload of archives, ability to post agendas/
documents, and index of archives. These are able to be published and accessible through a
searchable viewpage.
VoteCast Classic
VoteCast Classic Package with Hardware (TouchScreen) (ME) is the bundle for VoteCast installed
Package with
on Dell CPUs and ELO Touchscreens that allows elected officials to vote during a meeting. This
Hardware
is a more permanent installation in that the CPUs and Touchscreens are usually mounted or
(TouchScreen) (ME)
attached to the dais of a meeting room.
Granicus Encoding
Granicus Encoding Appliance Software (GT) This includes the LiveManager Software solution
Appliance Software
where webcasts are started/stopped, agendas amended and indexed, votes and attendance
(GT)
recorded, and minutes created.
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• This quote is exclusive of applicable state, local, and federal taxes, which, if any, will be included in the invoice. It
is the responsibility of Denton, TX to provide applicable exemption certificate(s).
• Any lapse in payment may result in suspension of service and will require the payment of a setup fee to reinstate
the subscription.
• If submitting a Purchase Order, please include the following language: All pricing, terms and conditions of quote
Q-35605 dated 11/9/2018 are incorporated into this Purchase Order by reference.
DocuSign Envelope ID: OFB2A635-8AD1-4F90-A808-FA8AA3338DBC
Exhibit E
House Bill 89 - Government Code 2270
VERIFICATION
I Dawn.Kubat
the undersigned
representative of Granicus, LLC 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. "Boycott Israel" means refusing to deal with, terminating business activities
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. "Company" means a for 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.
Dawn.Kubat
Name of Company Representative (Print)
rV
D,oI cuSignj1e�,d, by:,IW.0 6af
E!7F'I' 9Bri-S
Signature of Company Representative
1/24/2019
Date
DocuSign Envelope ID: OFB2A635-8AD1-4F90-A808-FA8AA3338DBC
Exhibit F
Senate Bill 252 -Government Code 2252
CERTIFICATION
I Dawn . Kubat , the undersigned
representative of Gran'cus, LLC
(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
Organization, I will immediately notify the City of Denton's Materials
Management Department.
Dawn.Kubat
Name of Company Representative (Print)
FV
D,oI IcuSignj1e�,d, by:, �.0 6af
OET6A3391B4&4
-1-'8.
Signature of Company Representative
1/24/2019
Date
DocuSign Envelope ID: OFB2A635-8AD1-4F90-A808-FA8AA3338DBC
Exhibit G
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. Grani cus , LLC
2 El
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business
day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.
3 1 Name of local government officer about whom the information in this section is being disclosed.
Dawn Kubat on behalf of Eric Gibson
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?
F—x—]
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 F—x—] 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?
F—x—]
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
N/A
4
❑I have no Conflict of Interest to disclose.
5 DocuSigned by:
1/24/2019
Fv""'664
3��d�dchir.doing business with the governmental entity Date
Certificate Of Completion
Envelope Id: OFB2A6358AD14F90A808FA8AA3338DBC
Subject: Please DocuSign: 6928 - Legistar Software - Granicus
Source Envelope:
Document Pages: 18 Signatures: 8
Certificate Pages: 6 Initials: 0
AutoNav: Enabled
Envelopeld Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
Record Tracking
Status: Original
1/18/2019 4:54:13 PM
Signer Events
Adrian Brown
adrian.brown@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Mack Reinwand
mack.reinwand@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Dawn.Kubat
dawn.kubat@granicus.com
VP of Legal
Granicus, Inc.
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 1/24/2019 3:56:00 PM
ID:42ab804f-ab88-40b3-bc56-39d11b068cbf
Sarah Kuechler
Sarah. Kuechler@cityofdenton.com
Director of Public Affairs/IGR
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 1/25/2019 8:55:19 AM
I D: aad 1 653a-9c4e-41 e7-b754-ae4378a58056
Holder: Adrian Brown
adrian.brown@cityofdenton.com
Signature
Completed
Using IPAddress: 129.120.6.150
[D—Si,ned by:
7F9D328BF0204E5...
Signature Adoption: Pre -selected Style
Using IPAddress: 129.120.6.150
by:
[D*,uSi,n,d
0 E 76A33 89 B4 B41 A...
Signature Adoption: Pre -selected Style
Using IPAddress: 64.132.67.238
DocuSigned by:
S A� al 6
'38042'IE9664D44D...
Signature Adoption: Pre -selected Style
Using IPAddress: 129.120.6.150
Doclut
S 9 C U a 9 0
Status: Completed
Envelope Originator:
Adrian Brown
901 B Texas Street
Denton, TX 76209
adrian.brown@cityofdenton.com
IP Address: 129.120.6.150
Location: DocuSign
Timestamp
Sent: 1/18/2019 5:04:03 PM
Viewed: 1/18/2019 5:04:12 PM
Signed: 1/18/2019 5:07:22 PM
Sent: 1/18/2019 5:07:25 PM
Viewed: 1/18/2019 5:10:35 PM
Signed: 1/18/2019 5:11:12 PM
Sent: 1/18/2019 5:11:14 PM
Viewed: 1/24/2019 3:56:00 PM
Signed: 1/24/20194:09:20 PM
Sent: 1/24/20194:09:23 PM
Viewed: 1/25/2019 8:55:19 AM
Signed: 1/25/2019 8:55:45 AM
Signer Events
Tabitha Millsop
tabitha.millsop@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Todd Hileman
Todd. Hileman@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Accepted: 7/25/2017 11:02:14 AM
ID: 57619fbf-2aec-4b 1 f-805d-6bd7d9966f21
Jane Richardson
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
In Person Signer Events
Editor Delivery Events
Agent Delivery Events
Intermediary Delivery Events
Certified Delivery Events
Carbon Copy Events
Sherri Thurman
sherri.thurman@cityofdenton.com
City of Denton
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Jane Richardson
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
Signature
Completed
Using IPAddress: 129.120.6.150
[D—Si,ned by:
B77SC711BAOD454...
Signature Adoption: Pre -selected Style
Using IPAddress: 38.104.125.171
Signed using mobile
UD*,uSi,n,d by: I
XA,, �tGG,a�V'a,W,
F96137F96F3D4D3...
Signature Adoption: Pre -selected Style
Using IPAddress: 129.120.6.150
Signature
Status
Status
Status
Status
Status
Timestamp
Sent: 1/25/2019 8:55:48 AM
Viewed: 2/7/2019 10:13:20 AM
Signed: 2/7/2019 10:22:59 AM
Sent: 2/7/2019 10:23:04 AM
Viewed: 2/7/2019 10:24:20 AM
Signed: 2/7/2019 10:24:24 AM
Sent: 2/7/2019 10:24:27 AM
Viewed: 2/7/2019 2:37:44 PM
Signed: 2/7/2019 2:38:34 PM
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Timestamp
Sent: 1/18/2019 5:07:24 PM
Sent: 2/7/2019 10:23:03 AM
Viewed: 2/7/2019 2:37:05 PM
Carbon Copy Events
Jennifer Bridges
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 Richardson
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
Billy Matthews
Billy. Matthews@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Notary Events
Envelope Summary Events
Envelope Sent
Certified Delivered
Signing Complete
Completed
Status
Signature
Status
Hashed/Encrypted
Security Checked
Security Checked
Security Checked
Timestamp
Sent: 2/7/2019 2:38:38 PM
Viewed: 2/7/2019 4:29:20 PM
Sent: 2/7/2019 2:38:39 PM
Viewed: 3/5/2019 5:38:21 PM
Sent: 2/7/2019 2:38:40 PM
Viewed: 2/8/2019 12:10:15 PM
Timestamp
Timestamps
2/7/2019 2:38:40 PM
2/7/2019 2:38:40 PM
2/7/2019 2:38:40 PM
2/7/2019 2:38:40 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Dawn.Kubat, Sarah Kuechler, Todd Hileman
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.
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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
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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
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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,
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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
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described below. Please also see the paragraph immediately above that describes the
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How to contact City of Denton:
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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
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please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
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ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
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