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7465 - Assignment of Contract Executed Procurement & Compliance 215 E. McKinney St., Denton, TX 76201  (940) 349-7100 OUR CORE VALUES Integrity  Fiscal Responsibility  Transparency  Outstanding Customer Service Assignment of Contract #7465 FOR VALUE RECEIVED, Clevest Solutions, Inc. (“Assignor”) hereby assigns and otherwise transfers to IFS Canada, Inc. (“Assignee”) all rights, title, and interest held by Assignor in and to the “Contract” described as follows (this “Assignment”): Contract approved December 17, 2020, by and between the City of Denton, Clevest Solutions, Inc. for the upgrade to the mobile workforce management software (MWM) for Denton Municipal Electric; said Contract being in the original not to exceed amount of $90,063.75. Change Order 1 approved May 26, 2021, for additional deliverables. Assignor warrants and represents that said Contract is in full force and effect and is fully assignable. Assignor further warrants that it has the full right and authority to transfer said Contract and that Contract rights herein transferred are free of liens, encumbrances, and adverse claims. Said Contract has not been modified and remains on the terms and conditions originally contained therein. If said Contract has been modified, then all modifications to said Contract are attached hereto and made a part hereof. Assignor grants, bargains, sells, conveys, transfers, assigns, and delivers all of its rights, interests, obligations, and duties under the Contract to Assignee. Assignee fully assumes and agrees to perform all remaining covenants, duties, and obligations of Assignor under the Contract in strict accordance with the terms and conditions of the Contract and agrees to indemnify and hold Assignor harmless from any claim or demand resulting from non-performance by Assignee. Assignor agrees that Assignee shall be entitled to all monies remaining to be paid under the Contract, which rights are also assigned hereunder. The City of Denton’s obligations to make payment to Assignee shall only be effective following the date this Assignment becomes effective. In the event that a dispute arises between Assignor and Assignee as to the allocation or division of any payments payable or paid to Assignor of Assignee, such dispute shall be resolved strictly between Assignor and Assignee. This Assignment shall become effective as of the date the Consent to Assignment is executed by the City of Denton after this Assignment is executed by the Assignor and Assignee and shall be binding upon and inure to the benefit of the Assignor and Assignee, their heirs, administrators, successors and assigns. IN WITNESS WHEREOF the Assignor and Assignee execute and affix their respective approval and signature on this Assignment on the dates herein set forth. DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Procurement & Compliance 215 E. McKinney St., Denton, TX 76201  (940) 349-7100 OUR CORE VALUES Integrity  Fiscal Responsibility  Transparency  Outstanding Customer Service Dated: _________________ ___________________________ Assignor Dated: _________________ ___________________________ Assignee Consent to Assignment of Contract In accordance with the provisions of the Contract, the City of Denton hereby consents to the Assignment of Contract affirming that no modification of the Contract is made or intended, except as noted hereinabove, and that Assignee is now and hereafter substituted for Assignor. The Assignee shall provide to the City of Denton the following documentation before the Assignment of Contract shall become effective: (1) a completed substitute W-9 form, and (2) a certificate of insurance which meets or exceeds the insurance requirements of the Contract. Attached: Contract #7465 Change Order 1 Dated: _________________ Approved by: ____________________________________ Lori Hewell Purchasing Manager City of Denton 901B Texas Street Denton, Texas 940-349-7100 lori.hewell@cityofdenton.com DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D 6/16/2021 6/16/2021 7/1/2021 Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6 Not Applicable 7465FILE Cori Power CLEVEST UPGRADE December 17, 2020 N/A 20-2492 DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Contract # 7465 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND CLEVEST SOLUTIONS, INC. (CONTRACT 7465) THIS CONTRACT is made and entered into this date ______________________, by and between CLEVEST SOLUTIONS, INC., a Canadian corporation, whose address is 13700 International Place, Suite 200, Richmond, BC, Canada V6V 2X8, hereinafter referred to as "Contractor” or “Clevest", and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City" or “Client”, 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 accordance with the City’s document FILE 7465 – Clevest Upgrade, 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) City of Denton Standard Terms and Conditions (Exhibit “B”); (c) Insurance Requirements (Exhibit “C”); (d) Certificate of Interested Parties Electronic Filing (Exhibit "D"); (e) Contractor’s Proposal (Exhibit "E"); (f) Contractor’s Professional Services Agreement (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.” Prohibition on Contracts with Companies Boycotting Israel Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6 12/17/2020 DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Contract # 7465 Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. 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. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR BY: ________________________________ AUTHORIZED SIGNATURE Printed Name: ______________________ Title:______________________________ ___________________________________ PHONE NUMBER ___________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: _____________________________ TODD HILEMAN CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: _______________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6 Ryan Gatto ryan.gatto@ifs.com ryan.gatto@ifs.com Corporate Secretary 919.287.5920 Interim Chief Technology Officer Drew Allen Technology Services DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Contract # 7465 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $90,063.75. Pricing shall be per Exhibit E attached. 2. Contract Terms The contract will be effective from date of award or notice to proceed with a purchase order as determined by the City of Denton Purchasing Department. DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Contract # 7465 Exhibit B Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton’s contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City’s Procurement Department and the Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City’s premises or on public rights-of-way. 1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Contract # 7465 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor’s price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the deliverables at the Contractor’s, or the Contractor’s Subcontractor’s, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City’s service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor’s obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City’s facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property. i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Contract # 7465 disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department’s Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor’s invoice. C. For Time & Materials based work, invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Contract # 7465 thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received in Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property, by Contractor’s negligence or willful misconduct, of the City or the City’s agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor’s obligations, due to no fault of the City or other parties, will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City’s payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Contract # 7465 the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 5% or greater. If an overpayment of 5% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Contract # 7465 writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY – TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Contract # 7465 21. WARRANTY – DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of delivery of the deliverables or from the date of delivery of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the City’s option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City’s rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty to the City. If for any reason the manufacturer’s warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer’s warranty for the benefit of the City. 22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of delivery. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City’s rights under this section. DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Contract # 7465 C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such services from another source. 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. The Contractor shall pay all claims, costs, losses and damages attributable to the City’s evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party’s intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Contract # 7465 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person while Contractor is onsite on City property (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s subcontractors, and third parties) while Contractor is onsite on City property and/or (3) a claim of a third party that any portion of the deliverables infringes any of the third party’s registered patents, copyrights, or trademarks, ii. "Fault" shall include the sale of defective or non-conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Contract # 7465 EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS TO THE EXTENT DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. Contractor will not be liable for damages that neither party could have reasonably foreseen on entry into this Agreement. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers’ compensation coverage written by the Texas Workers’ Compensation Insurance Fund. vi. All endorsements naming the City as additional insured to the extent of the indemnification obligations in this Agreement, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Contract # 7465 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Contract # 7465 to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, Chapter 552, and Texas Government Code. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor agrees that the City’s specifications regarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, “Confidential Information”). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Contract # 7465 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City’s sole or joint ownership of any such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made- for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Contract # 7465 securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Contract # 7465 changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to 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 City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract 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 DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Contract # 7465 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 City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) MLK Day Memorial Day 4th of July Labor Day Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year’s Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Contract # 7465 or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Contract # 7465 Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Contract # 7465 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City’s standard terms and conditions 4. Purchase order 5. Supplier terms and conditions DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Contract # 7465 Exhibit C INSURANCE REQUIREMENTS AND WORKERS’ COMPENSATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better. • Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. • Liability policies shall be endorsed to provide the following: ▪ Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers to the extent of Contractor’s indemnification obligations under the agreement. ▪ That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. ▪ Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Contract # 7465 • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. • Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Contract # 7465 • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned hired and non-owned autos. [X] Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an “occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Contract # 7465 [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. [ ] Riggers Insurance The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Contract # 7465 ATTACHMENT 1 [ ] Workers’ Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate")-A copy of a certificate of insurance, a certificate of authority to self-insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner- operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Contract # 7465 project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. I. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Contract # 7465 b. a new certificate of coverage showing extension of coverage, prior to the end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. J. By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self-Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor’s failure to comply with any of these provisions is a breach of contract by the contractor which entitles the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Contract # 7465 Exhibit D Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D November 17, 2020 Project #: 4595 Version #:2.2 Author: Steven Lee Clevest Solutions Inc. Suite 200 - 13700 International Place, Richmond, BC Canada V6V 2X8 www.clevest.com Professional Services Statement of Work City of Denton 7.1 Upgrade & Migration to AWS or Azure Heading Cover Page GPS Fleet Tracking System Request for Proposal 1386P Exhibit EDocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D SOW City of Denton Project ID 4595 Customer Information Customer Name: City of Denton Customer Address: 215 E McKinney Street City of Denton, Texas 76201-4299 United States of America Contract Information Document Number: SOW_DME_4595 Project Name MWFM Upgrade Statement of Work Prepared by: Steven Lee, Stuart Sequeira, Robert Iantria DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D SOW City of Denton Project ID 4595 Services This Professional Services Statement of Work (“SOW”) is entered into pursuant to the terms of the Professional Service Agreement ("Agreement") referenced above as Exhibit F. Capitalized terms used but not defined herein have the meanings ascribed to them in the Agreement. DME has ordered the services listed below in the table and detailed in subsequent sections of this document, which are incorporated herein by reference and all of which are deemed part of the Work to be provided pursuant to the Agreement. Licensee is referred to in this SOW as "DME” and Licensor is referred to in this SOW as “Clevest”. All fees on this SOW are in US Dollars. Item Fees Professional Services - Fixed Price $93,150.00 Discount $21,098.70 Subtotal - Professional Services – Fixed Price after Discount $72,051.00 Total Fees $72,051.00 All fees payable to Clevest are due within 30 days from the invoice date. Order of Precedence. In the event of any inconsistencies between the Agreement and this SOW, this SOW shall take precedence. Description of Services and Deliverable 7.1 Upgrade & Migration to AWS or Azure (the “Project”) includes initiation, design, construction, and deployment activities for upgrading the current version of Clevest Mobile Workforce Management system from 5.3.5 to 7.1 and moving the Clevest application components to Clevest’s AWS or Azure cloud infrastructure. Project Scope 1. Provide services to support the upgrade of existing Clevest Mobile Workforce Management system from version 5.3 to 7.1. 2. Migrate the current on-premise Clevest MWFM servers to a cloud-based Amazon Web Services (AWS or Azure) infrastructure. 3. Clevest-Developed migration script/tools to move the existing Clevest MWFM database to an AWS or Azure format (PostgreSQL or SQL Server). 4. Migrate the Clevest MWFM Genesis solution to an AWS or Azure-supported release of MWFM, from the current 5.3 version. DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D SOW City of Denton Project ID 4595 5. Support the Configuration of VPN connections between DME’s network and Clevest’s AWS or Azure environments. 6. Support DME’s execution of UAT tests on a non-production Clevest MWFM instance on AWS or Azure. 7. Support DME’s go-live on a Production Clevest MWFM instance on AWS or Azure. Clevest Services and Deliverables 2.2.1. Clevest Services: Initiation a. Setup the project internally and create Project Schedule. b. Provide initial Project Status Report. c. Conduct the Project Kick-off Meeting. Design a. Conduct a remote Workshop to confirm the contracted requirements for the project and document any gaps for resolution via change management. b. Develop and deliver the applicable design phase deliverable documents. c. Review and Approve Acceptance Criteria and Test Case documents with DME. Construction a. Perform a test of the migration process in a combination of DME provided TEST environment and AWS or Azure Test environment to MWFM release 7.1. b. Conduct an internal Test of the migrated Solution in the AWS or Azure Test environment. Deployment a. Migrate the TEST system in AWS or Azure to MWFM 7.1. b. Support regression and functional testing of the system and interfaces. c. Migrate the Production system in AWS or Azure to MWFM 7.1 d. Provide initial go live support (remote). Project Management a. Manage Communication, Schedule, Scope, Quality, Issues and Risks. 2.2.2. Clevest Deliverables: Project Schedule. Weekly Status Reports. Weekly Status Reports will document work completed for the previous period, work planned for the next period for Clevest and DME, as well as updated status for any known project issues and risks. DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D SOW City of Denton Project ID 4595 Design Phase Documents including: a. Upgradeability Report -- following review of the DME systems and infrastructure, Clevest will create a document describing all components, interface and architecture changes required to move from the existing on-premise environment to the Clevest AWS or Azure cloud. Configuration Artifacts a. The Genesis solution file for the DME solution including specified enhancements. b. Client configuration files. Software Release a. Mobile Workforce Management WorkSpace and WorkBook Software. System Management Document a. Clevest’s architecture, support, and system maintenance documentation for the delivered software and environment. All activities in support of the above Services and Deliverables items shall be performed remotely. DME’s Deliverables and Responsibilities DME acknowledge that DME’s timely provision of and access to reasonable office accommodations, facilities, equipment, assistance, cooperation, complete and accurate information and data from DME’s officers, agents, and employees, and reasonably 3rd party systems (collectively, “cooperation”) are essential to the performance of any services as set forth in this SOW. Clevest will not be responsible for any deficiency in performing services to the extent such deficiency results from DME’s failure to provide reasonable cooperation necessary for Clevest to perform the applicable services. DME is responsible for obtaining any consent required for Clevest to perform services under this SOW. DME acknowledges that Clevest’s ability to perform the services depends upon DME providing the following deliverables and fulfilling the following responsibilities: DME’s Deliverables DME will provide the following Deliverables: A copy of the relevant regression and functional test cases DME will execute on TEST. Access to suitable TEST environment for Clevest’s configuration and migration activities. DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D SOW City of Denton Project ID 4595 DME’s Responsibilities Provide Clevest with all prescribed DME technical deliverables required by the Project Schedule Plan for design, configuration, and construction according to the approved Project Schedule Plan. Provide Clevest with reasonable access to applicable DME facilities and DME personnel for applicable Clevest onsite engagements including, User Acceptance Testing, Training, and Go-Live. Ensure that reasonable access to required end customer subject matter experts is arranged on a timely basis to provide Clevest with the reasonably necessary information related to DME’s system requirements. Resolve issues and address functional questions in a timeframe that reasonably supports maintaining the project schedule. Where a change request is required to meet the requirements of the solution, evaluate and approve or reject such change requests in a timely fashion in order that the overall schedule is maintained. Reasonably assist Clevest in obtaining approval (sign-off) from the end customer for all deliverables provided by Clevest. Where approval is rejected, DME is responsible for providing notification of rejection in writing in a timely fashion with sufficient feedback to allow remedy and resubmission of the deliverable. Conduct & support User Acceptance Testing Perform Go Live Preparations. Customer Project Team Responsibilities: a. Assign a single technical lead to ensure that all technical project details and decisions are coordinated internally at DME. The technical lead must be sufficiently skilled with MWFM 3rd party requirements, and is also responsible for coordinating with DME’s internal personnel related to integration, security, policy, business, hardware, and end- user technical requirements. The technical lead should be assigned at least 25% allocation of their working time to the project. b. Assign a single business lead (per business unit) to ensure that all business related project details and decisions are coordinated internally at DME. c. Ensure that Customer’s project team attends all project status meetings and weekly calls. Obtain licenses under separate contract for any necessary Clevest or Third Party programs before the commencement of services. Maintain annual technical support for the Clevest and/or Third Party programs under DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D SOW City of Denton Project ID 4595 separate contract throughout the term of the services. Manage policy and procedure development, and create all documentation related to policy, procedures, custom user, and future process models. Perform all audit and data efforts related to legislative and business compliance. Perform validation of all project data. Procuring wireless data contracts compatible with the selected modem hardware. Installation of Clevest applications and prerequisite software on end user machines System and data backups as required. Provide Clevest with all required network, system, and security access to install, configure, test and support production operation of the software. Installation and ongoing maintenance of both Clevest and 3rd party software for on-premise servers within the Utility environment. Administration of server security policies and operating environment. Installation of operating systems and upgrades as required. Administration of server security policies and operating environment. Maintenance of system logs, database maintenance, and archiving as per corporate policy. Project Assumptions DME acknowledges that Clevest’s ability to perform the services depends upon the following: Professional services will be performed remotely. On-site Services are not included. A person day is defined as one (1) person working for up to eight (8) hours Upon approval of the SOW, Clevest will assign resources to the project, confirm schedule commitment from the DME Project Team and dependent resources, and provide an initial schedule baseline for approval by Clevest and DME. Unless otherwise specified, configuration will be implemented according to existing Clevest Product functionality as described in the Clevest Product Descriptions and Technical Specifications. Clevest and DME will review the project timeline and determine the applicable software release version at the start of the project. Implementation of product features will be limited to those features available in the selected version. Upgrades to new software release versions within the project may require additional services and can be obtained using the change management process. Design, Configuration, Training and Production Operation of Clevest’s software will be limited to the modules currently licensed by DME. All project documentation, presentations and project communication will be conducted in English. DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D SOW City of Denton Project ID 4595 Estimate assumes the adoption of standard Clevest Methodology and Project Management Governance. Unless otherwise specified, DME is responsible for all licensing, procurement, setup, configuration, maintenance, administration and support of all 3rd party software, hardware, networks and data. DME is responsible for first level (Tier-1) support of client workstations including deployment of Clevest client applications, initial triage of end-user support tickets and escalation of Clevest software application issues to Clevest. This SOW is based on the assumption that DME will require the implementation project to be deployed over one phase deployed within a 10-week period using Clevest’s standard waterfall delivery methodology. No changes to mobile platforms are included with this upgrade. Should DME wish to use additional mobile platforms or form-factors for Windows, iOS, or Android, these requirements will be reviewed during the project and handled via Change Management. Training will consist of an overview of newly added features from the current version to the upgrade version. Clevest will review a list of features with DME, and DME will determine which features should be included in the training. Clevest will then generate train-the-trainer content (PPT slides) to provide an overview of the selected features and provide two 3-hour remote training sessions to cover the new features. Note that features that require additional configuration, implementation services or licenses will be managed using the CR process. Custom interfaces, or customized systems may require additional cost and will be managed under CR. Security between AWS or Azure and DME will be limited to IP address whitelisting only. Certificates or other security methods including site-to-site VPN, or 2-way SSL are not included. CIS / Host system security requirements to be defined by customer and managed using CR process. Clevest will perform 1 run of the non-prod and 1 run of the Prod migration. Upon initial kick-off Clevest and DME to review schedule and request / add additional testing time as needed. Testing support time will be billed to customer under CR. HA/DR configuration services are not included. Refer to the hosting agreement for hosting related terms and conditions. For the Locates / Texas 811 files, DME will be responsible for managing and providing access to an SFTP site for Clevest to access remotely from the Clevest Cloud using standard SFTP connection methods. Clevest will connect to the SFTP site on interval to import Texas 811 files for processing. DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D SOW City of Denton Project ID 4595 DME will provide external access to all internal systems such as GIS. Support for client VPN applications or 3rd party VPN software may require additional services. The estimated schedule should be reviewed by Clevest and DME following the design phase to determine if more time is required to add configuration, testing, or deployment tasks to the project scheduled. Additional time and effort to support these tasks will be handled via change management. DME will perform all required regression testing against the migrated cloud environment according to the project schedule. Out of Scope Services Except as explicitly indicated in section 2 above, the services in this SOW do not incorporate estimates for: Designing, building, and testing any additional custom workflows. Designing, building, and testing any additional customizations. Designing, building, and testing any additional interfaces. Designing, building, and testing any additional custom or non-standard reporting capabilities. Preparation of additional project or customer-specific user documentation, including but not limited to business procedures and user guides, and training materials. Delivery of additional end user training. Support for 3rd party software/hardware not already tested with the Clevest MWFM platform, including gateways, VPN clients, network appliances, load balancers, or custom OS configuration. High Availability and Disaster Recovery support. Any additional work required by Clevest to integrate with DME’s Esri GIS environment. a. Clevest uses standard Esri integrations for use in its software. ESRI Administration services are optionally available using the Change Management process. Estimated Project Schedule The estimated schedule dates are provided for planning purposes only. Upon approval of this SOW, and upon completion of the initiation phase of the project, Clevest and DME will schedule resources and develop a mutually agreed upon project plan that adheres to the general task breakdown and period of performance illustrated below. Once the initial schedule baseline has been approved, both Clevest and DME shall meet the obligations of the baselined schedule with any changes being DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D SOW City of Denton Project ID 4595 addressed using the Change Management process. The projected schedule below presumes activities in the prior milestone period complete on schedule. Task Name Duration Start Finish 4595 - Denton - Upgrade and Migrate to AWS or Azure 121 days Mon 1/11/21 Mon 6/28/21 Startup 5.25 days Mon 1/11/21 Mon 1/18/21 Project Initiation 0.25 days Mon 1/11/21 Mon 1/11/21 Transition 3 days Mon 1/11/21 Thu 1/14/21 Project Re-Baseline and Scheduling 2 days Thu 1/14/21 Mon 1/18/21 SOW Signed-off 0 days Mon 1/18/21 Mon 1/18/21 Payment Milestone 1 - SOW Approved 0 days Mon 1/18/21 Mon 1/18/21 Initiation 6.5 days Mon 1/18/21 Tue 1/26/21 Implementation Start 0 days Mon 1/18/21 Mon 1/18/21 MWFM Internal Kick-off Meeting 2 days Mon 1/18/21 Wed 1/20/21 Prepare Internal Kick-off Meeting 1 day Mon 1/18/21 Tue 1/19/21 Hold Internal Kick-off Meeting 1 day Tue 1/19/21 Wed 1/20/21 Internal Kick-off Meeting Completed 0 days Wed 1/20/21 Wed 1/20/21 MWFM External Kick-off Meeting 2 days Wed 1/20/21 Fri 1/22/21 Prepare External Kick-off Meeting 1 day Wed 1/20/21 Thu 1/21/21 Hold External Kick-off Meeting 1 day Thu 1/21/21 Fri 1/22/21 External Kick-off Meeting Completed 0 days Fri 1/22/21 Fri 1/22/21 Initiation Complete 0 days Fri 1/22/21 Fri 1/22/21 Design 2.5 days Fri 1/22/21 Tue 1/26/21 Perform Customer System Inventory (Scope, Interfaces, 3rd Party Versions, Hardware, etc.) and Support Analysis 0.25 days Fri 1/22/21 Fri 1/22/21 Provide Upgradeability report 0.25 days Fri 1/22/21 Fri 1/22/21 Document Customer Acceptance Criteria 0.5 days Fri 1/22/21 Mon 1/25/21 Review and Approve Acceptance Criteria with Customer 0.5 days Mon 1/25/21 Mon 1/25/21 Generate Gap List 0.5 days Mon 1/25/21 Tue 1/26/21 Update / Confirm Test Cases for UAT 0.5 days Tue 1/26/21 Tue 1/26/21 Design Complete 0 days Tue 1/26/21 Tue 1/26/21 Construction 47.5 days Fri 1/22/21 Tue 3/30/21 IT Setup 18 days Fri 1/22/21 Wed 2/17/21 Obtain Production DB from DME 1 day Fri 1/22/21 Mon 1/25/21 Set up in-house copy of DME Prod DB 1 day Mon 1/25/21 Tue 1/26/21 Setup Test Environment (AWS) 1 wk Tue 1/26/21 Tue 2/2/21 Setup Production Environment (AWS or Azure) 1.2 wks Tue 2/2/21 Wed 2/10/21 Resolve Environment issues 1 wk Wed 2/10/21 Wed 2/17/21 Resolve VPN issues 2.2 wks Tue 2/2/21 Wed 2/17/21 DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D SOW City of Denton Project ID 4595 IT Setup Complete 0 days Wed 2/17/21 Wed 2/17/21 Clevest Dev 45.5 days Tue 1/26/21 Tue 3/30/21 SQL to AWS or Azure migration script 45.5 days Tue 1/26/21 Tue 3/30/21 Develop and test script 9.1 wks Tue 1/26/21 Tue 3/30/21 Migration Script Ready for Project 0 days Tue 3/30/21 Tue 3/30/21 Construction - Completed 0 days Tue 3/30/21 Tue 3/30/21 Deployment 55 days Tue 3/30/21 Tue 6/15/21 Migrate to AWS or Azure (Test Environment) 29 days Tue 3/30/21 Mon 5/10/21 Install Software and Sanity Test 2 days Tue 3/30/21 Thu 4/1/21 Migrate DME Prod DB to current release 1 day Thu 4/1/21 Fri 4/2/21 Migrate TEST system to AWS or Azure TEST 1 day Fri 4/2/21 Mon 4/5/21 Resolve AWS or Azure Migration issues 1 wk Mon 4/5/21 Mon 4/12/21 AWS or Azure Test available for UAT 0 days Mon 4/12/21 Mon 4/12/21 Payment Milestone 2 - Solution Loaded in Test 0 days Mon 4/12/21 Mon 4/12/21 UAT 20 days Mon 4/12/21 Mon 5/10/21 UAT Certificate Sign Off 0 days Mon 5/10/21 Mon 5/10/21 Payment Milestone 3 - UAT Complete 0 days Mon 5/10/21 Mon 5/10/21 Production Environment Setup 4.5 days Mon 5/10/21 Mon 5/17/21 Generate go-live plan 1 day Mon 5/10/21 Tue 5/11/21 Update System Management Document 1 day Tue 5/11/21 Wed 5/12/21 Deliver go-live documents 0 days Wed 5/12/21 Wed 5/12/21 Sanity Test Production Environment 0.5 days Wed 5/12/21 Thu 5/13/21 Rework 2 days Thu 5/13/21 Mon 5/17/21 Production Environment Ready 0 days Mon 5/17/21 Mon 5/17/21 Go-No-Go Decision 0 days Mon 5/17/21 Mon 5/17/21 Go-Live Support 19.5 days Mon 5/17/21 Fri 6/11/21 Execute Cutover & Go-Live Planning 1 day Mon 5/17/21 Tue 5/18/21 Migrate PROD to current version 2 days Tue 5/18/21 Thu 5/20/21 Migrate PROD to AWS or Azure 1.75 days Thu 5/20/21 Fri 5/21/21 Deploy Updated WB Clients 1 day Fri 5/21/21 Mon 5/24/21 Support Customer go-live 5.5 days Tue 5/18/21 Tue 5/25/21 Initial Project Team Support (Remote) 13 days Tue 5/25/21 Fri 6/11/21 Go-live Complete 0 days Fri 6/11/21 Fri 6/11/21 Initiate Go-live communications 0 days Thu 5/27/21 Thu 5/27/21 Payment Milestone 4 - Go Live Complete 0 days Fri 6/11/21 Fri 6/11/21 Support Transition 1 day Fri 6/11/21 Mon 6/14/21 Support Handover 1 day Fri 6/11/21 Mon 6/14/21 Support Transition Completed 0 days Mon 6/14/21 Mon 6/14/21 Project Closure 1 day Mon 6/14/21 Tue 6/15/21 Joint wrap-up session 1 day Mon 6/14/21 Tue 6/15/21 Project Complete 0 days Tue 6/15/21 Tue 6/15/21 DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D SOW City of Denton Project ID 4595 Provision of Services and Deliverables The Project will follow a phased approach under the following four phases: Initiation Design Construction Deployment Services performed and Deliverables provided by Clevest under this SOW will be distributed across the four Project phases, with the following Acceptance Criteria: Phase Service / Deliverable Description Acceptance Criteria Initiation Contract/SOW Signed • SOW is approved Review and Approval of Documents Initiation Project Management Documents • Project Kick-Off Presentation. • Project Schedule • Initial Project Status Report Review and Approval of Documents Design Design Documents • Upgradability Report • Updated Acceptance Test Cases (ATC) provided by DME Review and Approval of Documents Construction Configuration Delivered to Test Environment • Genesis Solution Configuration file • Client and Server configuration files Delivery of Artifacts Deployment Software Delivered to Test Environment • Clevest will install the Software Release to the designated DME Dev Environment Delivery of Software Deployment Integration Testing Support • Clevest will support DME Integration Testing with DME systems in the designated DME Dev Environment Integration testing is completed with all issues preventing the commencement of User Acceptance Testing resolved • Deployment User Acceptance Test Support • Clevest will support DME execution of the Acceptance Test Cases in the designated DME Test Environment and DME QA Environment Clevest User Acceptance Test Cases are executed and all Critical and High software defects (as defined in section 7.1 preventing Go-Live have been resolved Deployment Go-Live Support • Clevest will support DME during go-live activities to bring system to production operation. Earlier of Software in Production or 30 days after UAT completion Deployment Project Closure • Approval of Final Acceptance Certificate confirming status of all Earlier of Project Acceptance Signed or DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D SOW City of Denton Project ID 4595 Phase Service / Deliverable Description Acceptance Criteria project Deliverables 60 days after UAT completion. Software Defect Severity Definition During the testing phases of the project, defects logged by DME will be graded according to the following severity definitions: Severity Definition Critical The system or a client application is inaccessible or untestable. Generally reserved for blocking errors that mean that testing cannot continue. The issue must be fixed before go- live. High A customer approved requirement in the Clevest Design Documents or Acceptance Test Case document cannot be met, or business users are unable to perform their essential job functions if the software were in Production. Used when there is a problem that means that testing can continue using difficult workarounds, but the issue must be fixed before go-live. Medium A minor portion of the System is non-functional, or business users are still able to perform their essential job functions if the software were in Production. Used when there is a problem that means that testing can continue with relatively straightforward workarounds and Clevest will resolve the issue as part of a future maintenance release after go-live. Low Cosmetic faults (e.g. documentation, screen layout). Used to highlight minor Defects that do not impact the ability to use the application. Clevest will resolve the issue as part of a future maintenance release after go-live. Enhancement Used for issues that when reviewed by a Clevest Product Manager, it is determined the application functions as designed and the issue is a change in scope. Project Management DME and Clevest each agree to designate a project manager who shall be responsible for coordinating its activities under this SOW. DME and Clevest each shall direct all inquiries concerning the services to the other party's project manager. DME’s project manager shall have the authority to approve services on DME’s behalf. Clevest’s project manager shall have the sole right to exercise direct control and supervision over the work assignments of the Clevest personnel. Clevest will use reasonable efforts to minimize any substitution or removal of its personnel during the term of this SOW. DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D SOW City of Denton Project ID 4595 Customer’s Project Manager shall be available at a minimum of 2-4 hours per week to attend Clevest Project Status calls, as well as coordinate an internal project status communications, deliverable reviews, and to follow-up and complete DME’s assigned actions. Acceptance of Deliverables Upon completion of any deliverable, Clevest shall provide a copy thereof to DME. At DME’s request, Clevest will demonstrate to DME that the deliverable conforms to the description specified for such deliverable in Section 2 of this document. DME will be responsible for any additional review and testing of such deliverable in accordance with any mutually agreed test scripts as may be included in Clevest’s project management plan. If the deliverable does not conform with the description for such deliverable specified in Section 2 of this document, DME shall have (5) business days after Clevest’s submission of the deliverable (“acceptance period”) to give Clevest written notice which shall specify the deficiencies in detail. Clevest shall use reasonable efforts to promptly cure any such deficiencies. After completing such cure, Clevest shall resubmit the deliverable for DME’s review and testing as set forth above. Upon accepting any deliverable submitted by Clevest DME shall provide Clevest with written acceptance of such deliverable. DME shall not unreasonably withhold acceptance. Payment Milestones The services specified above are provided on a fixed price ("FP") basis. DME agrees to pay Clevest for services and deliverables described in this SOW. Once a deliverable is accepted by DME, the corresponding fee specified below becomes due and payable; this payment obligation shall become non-cancelable and the sum paid non-refundable on DME acceptance date. Milestone(s) Fee % Upon SOW Signoff $18,012.75 25% Software Release Delivered to TEST Environment $18,012.75 25% UAT sign off $18,012.75 25% Go-Live $10,807.65 15% Project Acceptance $7,205.10 10% Total $72,051.00 DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D SOW City of Denton Project ID 4595 Approvals This SOW shall become binding upon execution by DME and Clevest. Clevest Solutions Inc City of Denton Title: Title: Signature: Signature: Name: Name: Date: Date: DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6 12/2/2020 Ryan Gatto 12/18/2020 Todd Hileman DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Contract # 7465 Exhibit F PROFESSIONAL SERVICES AGREEMENT 1. DEFINITIONS “Agreement” means the terms and conditions contained in this Professional Services Agreement, together with the terms and conditions in the Software License Agreement, Support and Maintenance Agreement, the General Terms and Conditions and the cover page to which this Professional Services Agreement is attached or incorporated by reference. 2. SCOPE OF SERVICES 2.1 Assignments. Clevest agrees to provide the professional services ("Assignments") described on separately executed assignment orders (each, a "Statement of Work"), as may from time to time be issued hereunder. Each Statement of Work will be effective, incorporated into and form a part of this Professional Services Agreement, when mutually accepted and duly executed by both parties. 2.2 Statement of Work. Each Statement of Work will define a specific Assignment authorized by Client, the delivery schedule or term, the applicable pricing, and other appropriate terms. 2.3 Precedence. Each Statement of Work will be governed by the terms of this Professional Services Agreement. In the event of any conflict between this Professional Services Agreement and a Statement of Work, the provisions of the Statement of Work will prevail. 2.4 Effect of Professional Services Agreement and Statements of Work. By entering into this Professional Services Agreement, Client is not committing or obligating itself to use the services of Clevest. No work or charges are or will be authorized hereunder unless and until authorized in writing by a Statement of Work executed by both parties. 3. PERFORMANCE OF ASSIGNMENTS 3.1 Project Managers. For each Statement of Work, each party will designate a project manager whose duties will be to act as the liaison for communications between the parties. Each party may change its project manager at any time by written notice to the other party. 3.2 Schedule. Clevest will begin to perform each Assignment on or before the date specified in the applicable Statement of Work. Clevest will use reasonable commercial efforts to complete each Assignment by the dates provided in such Statement of Work. However, Client acknowledges that the dates specified in a Statement of Work are the best reasonable estimates of Clevest for the time required to complete the Assignment based on the information available to Clevest at the time of entering into a Statement of Work. The dates upon which Clevest is required to start or complete an Assignment will be automatically postponed to the extent that Clevest is delayed by the act or failure to act of Client, or by causes beyond Clevest’s reasonable control, or by design, programming, scheduling or technical problems not known to Clevest on the date of any Statement of Work. The sole effect of any delay by Clevest to perform the Assignment will be a corresponding delay in the time for payment by Client. 3.3 Changes in Scope of Work. Requests by Client for changes to or modifications in the scope of the services specified in a Statement of Work will be subject to the following procedure: (a) Client will advise Clevest in writing of the desired change or modification, in such detail and with such additional information as Clevest may reasonably request; (b) Clevest will notify Client within a reasonable period of time of Clevest’s estimate of the impact of the desired changes or modifications on the total cost of the Assignment, the time frame for completion and any further aspects that, in the opinion of Clevest, are likely to be affected by the desired changes; and (c) any changes or modifications will be implemented only with the prior written approval of each party’s project manager. 3.4 Client Facilities and Assistance. To the extent required by Clevest, Client will at its own cost make available to Clevest certain of its facilities, computer resources, software programs, personnel, and business information as will be required to perform any Assignment hereunder. Without limiting the generality of the foregoing, Client will perform such additional responsibilities, if any, as may be described in a Statement of Work. If Client fails to fulfill its responsibilities in a proper and timely manner and such failure is a direct cause of a delay in the performance of the Assignment or results in additional cost to Clevest, then Clevest will provide to Client a written specification of such delay and Clevest’s estimate of the resulting cost (if any). Client will pay to Clevest the cost at Clevest’s then current standard time and material rates and charges and any time limits for performance will be extended by a period equal to the length of the delay. 3.5 Subcontracting. Clevest will have the right to use third parties in performance of its obligations and services hereunder and, for the purposes of this Professional Services Agreement, all references to Clevest or its employees will be deemed to include such third parties. 4. PRICE AND PAYMENT DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Contract # 7465 4.1 Prices of Assignments. The services provided by Clevest will be at the pricing set forth in the applicable Statement of Work. In the event a Statement of Work does not reference any fixed pricing, such services will be performed at Clevest's then- current standard time and material rates and charges. To the extent that any Statement of Work contains estimates of pricing or Clevest otherwise provides a pricing estimate to Client, Client acknowledges that such estimated prices are the best reasonable estimates of Clevest based on the information available to Clevest at the time of providing such estimate and are subject to change at any time. Client acknowledges that such estimated prices may change at any time, including without limitation if Clevest is delayed by the act or failure to act of Client, or by causes beyond Clevest’s reasonable control, or by design, programming, scheduling or technical problems not known to Clevest on the date of providing such estimate. 4.2 Expenses.All reasonable travel, food, lodging and other out-of-pocket expenses incurred in performance of a given Assignment shall be paid by Client. Travel expenses will be quoted as part of the assignment. Clevest will submit to Client invoices and supporting documentation acceptable to Client, acting reasonably, for such expenses. If employees of Clevest are required to provide services at locations other than at the premises of Clevest, reasonable expenses will include all reasonable travel, accommodation and food expenses of such employees. 4.3 Invoicing. Clevest will submit invoices for charges and expenses hereunder on a monthly or milestone basis and Client will make payment of each invoice in accordance with the terms of this Agreement. 4.4 Other Services. The provision of any services required by Client outside of the scope of the services specified in a Statement of Work will be billed by Clevest to Client at Clevest’s then current standard time and material rates and charges. 5. PROPERTY RIGHTS. 5.1 Products of Assignments and Clevest Property. Clevest will have exclusive, unlimited ownership rights to all works performed under each Statement of Work and all materials, programs, documentation, designs, information and deliverables prepared hereunder or developed as a result of Assignments, whether prepared or developed by Clevest, Client, or through the collaboration of both parties. Client hereby assigns to Clevest any and all right, title and interest it might have in and to any such materials, programs, documentation, designs, information and deliverables, including without limitation all intellectual property rights therein. Without limiting the foregoing, all systems, programs and specifications, and other materials and hardware owned by Clevest or in the possession of Clevest and used by Clevest in conjunction with the performance of the Assignments hereunder, will continue to belong exclusively to Clevest, whether or not specifically adapted by Clevest for use by Client. Clevest may use in any way which it deems necessary or appropriate any ideas, concepts, know-how or techniques acquired, developed or used by Clevest during the course of this Professional Services Agreement and any Assignment. 5.2 Client Property. Subject to Section 5.1, nothing herein will be construed to restrict, impair or deprive Client of any of its rights or proprietary interest in technology or products that existed prior to and independent of the performance of Assignments or provision of materials by Clevest under this Professional Services Agreement or any Statement of Work. 6. WARRANTIES 6.1 Limited Warranty. Clevest warrants that all Assignments performed under this Professional Services Agreement will be performed in a workmanlike and professional manner in accordance with industry standards. In the event of a breach of this warranty, the sole remedy of Client and sole obligation of Clevest will be to reperform the nonconforming services of an Assignment in accordance with such standards. Clevest will have no obligation to Client for any claim under this Section 6.1 not made within thirty (30) days after the final acceptance of the service as evidenced by release of final payment or UAT sign-off, whichever comes first, giving rise to the claim. 6.2 Exclusion of Other Warranties. THE LIMITED WARRANTY SET OUT IN SECTION 6.1 IS IN LIEU OF ALL OTHER WARRANTIES OR CONDITIONS. EXCEPT FOR THE LIMITED WARRANTY SET OUT IN SECTION 6.1, CLEVEST DISCLAIMS AND CLIENT WAIVES ALL OTHER REPRESENTATIONS, WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED OR STATUTORY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, MERCHANTABLE QUALITY, DURABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR TITLE OR NON-INFRINGEMENT AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE. THE STATED LIMITED WARRANTY IS IN LIEU OF ALL LIABILITIES FOR DAMAGES ARISING OUT OR IN CONNECTION WITH THE ASSIGNMENTS AND THIS MASTER SERVICES AGREEMENT. 7. TERM, TERMINATION AND SUSPENSION OF SERVICES 7.1 Term of Professional Services Agreement. This Professional Services Agreement will commence on the Effective Date and will continue in full force, until terminated by either party as provided herein. 7.2 Term of Statement of Work. Each Statement of Work will remain in effect until (i) it has expired on its own terms, (ii) the Assignment authorized thereunder is completed, or (iii) it is terminated by either party as provided herein. DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Contract # 7465 7.3 Termination. Without limiting the remedies otherwise available under this Professional Services Agreement or at law or equity, this Professional Services Agreement or any Statement of Work hereunder may be terminated prior to expiry or completion in accordance with the following: (a) by either party without cause if at any time there are no committed or active Statements of Work between the parties; (b) by either party if the other party commits a material breach or failure of any of its obligations under this Professional Services Agreement and, except for any breach of a party’s confidentiality obligations or a breach by Client of Clevest’s intellectual property rights, has not cured such breach (or, if the breach or failure is such that its cure would take a longer period, has not commenced and diligently proceeded to cure such breach or failure) within fifteen (15) days after receiving written notice from the non-breaching party specifying such breach or failure; or (c) by either party if the other party becomes subject to any bankruptcy or insolvency proceeding under federal or provincial law (unless removed or dismissed within sixty (60) days from the filing thereof), or becomes insolvent, becomes subject to direct control of a trustee, receiver or similar authority, or makes an assignment for the benefit of creditors. Notice of termination of any one or more Statement(s) of Work will not be considered notice of termination of this Professional Services Agreement unless specifically stated in the notice. 7.4 Effect of Termination. Upon termination or expiry of this Professional Services Agreement or any Statement of Work: (a) Client will pay all sums owing to Clevest under this Professional Services Agreement in accordance with its terms; and (b) each party will return to the other party any and all applicable Confidential Information of the other party received in connection with this Professional Services Agreement in its possession or control and, upon request from a party, the other party will deliver a certificate of an officer of the party certifying the completeness of same. 7.5 Survival. Sections 7.4 and 8.1 and such other provisions as may reasonably be expected to remain in force will survive the expiry or termination of this Professional Services Agreement and will remain in full force and effect following such expiry or termination. The expiry or termination of this Professional Services Agreement will not affect the rights of any party to make a claim for damages arising from a breach of any provision of this Professional Services Agreement which occurred prior to such expiry or termination. 7.6 Suspension of Services. If Client fails to pay Clevest as required by this Professional Services Agreement, without due cause, Clevest will be entitled to immediately suspend all activity relating to this Professional Services Agreement upon delivery of written notice to that effect to Client, and may pursue any other remedies which it may have under this Professional Services Agreement or otherwise at law. If any dispute arises between Client and Clevest with respect to Clevest’s performance of Assignments or otherwise under this Professional Services Agreement, Clevest and Client will promptly attempt to resolve such dispute. If such a dispute arises, Client will not be entitled to withhold timely payment under this Professional Services Agreement pending resolution of such a dispute. If such payments are made on a timely basis or, if the parties then agree in writing that the payments may be made to an escrow account, are deposited into an escrow account, Clevest will not reduce or suspend services pending resolution of such a dispute. 8. GENERAL 8.1 Clevest’s General Terms and Conditions attached hereto are part of this Professional Services Agreement and are incorporated by this reference. Such General Terms and Conditions shall survive any termination or expiry of this Professional Services Agreement. End of Professional Services Agreement DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D 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. 1 Name of vendor who has a business relationship with local governmental entity. 2 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 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 DocuSign Envelope ID: 05C07F9E-D67C-43A6-9ACB-FADD49218AB6 G CLEVEST SOLUTIONS, INC. X n/a n/a 12/2/2020 X X X DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Certificate Of Completion Envelope Id: 05C07F9ED67C43A69ACBFADD49218AB6 Status: Completed Subject: Please DocuSign: City Council Contract 7465 Clevest Upgrade Source Envelope: Document Pages: 50 Signatures: 8 Envelope Originator: Certificate Pages: 6 Initials: 1 Cori Power AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 cori.power@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 12/1/2020 6:06:48 PM Holder: Cori Power cori.power@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Cori Power cori.power@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 12/1/2020 6:08:20 PM Viewed: 12/1/2020 6:08:28 PM Signed: 12/1/2020 6:10:36 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 12/1/2020 6:10:38 PM Viewed: 12/1/2020 6:11:34 PM Signed: 12/1/2020 6:12:15 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 12/1/2020 6:12:17 PM Viewed: 12/1/2020 6:15:46 PM Signed: 12/1/2020 6:22:20 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Ryan Gatto ryan.gatto@ifs.com Corporate Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Uploaded Signature Image Using IP Address: 72.78.77.68 Sent: 12/1/2020 6:22:26 PM Resent: 12/2/2020 9:47:29 AM Viewed: 12/2/2020 10:17:16 AM Signed: 12/2/2020 10:19:18 AM Electronic Record and Signature Disclosure: Accepted: 12/2/2020 10:17:16 AM ID: b12f6f00-58b3-4c75-b841-dc123bd0e2c1 DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Signer Events Signature Timestamp Drew Allen drew.allen@cityofdenton.com Interim Chief Technology Officer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 12/2/2020 10:19:23 AM Viewed: 12/2/2020 12:54:12 PM Signed: 12/2/2020 12:54:39 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 12/2/2020 12:54:44 PM Viewed: 12/18/2020 8:20:33 AM Signed: 12/18/2020 8:20:49 AM 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) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 12/18/2020 8:20:54 AM Viewed: 12/18/2020 9:59:10 AM Signed: 12/18/2020 9:59:23 AM Electronic Record and Signature Disclosure: Accepted: 7/25/2017 11:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 12/18/2020 9:59:28 AM Viewed: 12/21/2020 11:25:42 AM Signed: 12/21/2020 11:26:06 AM Electronic Record and Signature Disclosure: Accepted: 12/21/2020 11:25:42 AM ID: 52adfa7e-5b17-49f0-9c93-69df475ebf29 In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 12/1/2020 6:10:38 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Carbon Copy Events Status Timestamp Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 12/2/2020 12:54:44 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 12/2/2020 12:54:44 PM Viewed: 12/2/2020 2:43:51 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Zolaina Parker Zolaina.Parker@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 12/21/2020 11:26:10 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Omar Rodriguez Omar.Rodriguez@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 12/21/2020 11:26:11 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 12/21/2020 11:26:12 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 12/1/2020 6:08:20 PM Certified Delivered Security Checked 12/21/2020 11:25:42 AM Signing Complete Security Checked 12/21/2020 11:26:06 AM Completed Security Checked 12/21/2020 11:26:12 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be 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Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Ryan Gatto, Todd Hileman, Rosa Rios DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D 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.. 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DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D 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. DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Change Request City of Denton CR 8923 April 29, 2021 Project #: 4595 Change Request#: 8923 Version #: 1.0 Author: Kyle Braun / Xavinnie Shen Clevest Solutions Inc. Suite 200 - 13700 International Place, Richmond, BC Canada V6V 2X8 www.clevest.com Change Request City of Denton 7.1 Upgrade & Migration to AWS or Azure Deferral of AWS Migration Heading Cover Page GPS Fleet Tracking System Request for Proposal 1386P DocuSign Envelope ID: 87CAB3D0-2A84-4EC5-8E26-17DD98C7F3ECDocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Change Request City of Denton CR 8923 Change Request Details Scope Under the terms of the Statement of Work (SOW) for Project 4595, 7.1 Upgrade & Migration to AWS or Azure, Clevest was to provide the City of Denton with an MWM upgrade to Release 7.1 together with a migration to AWS or Azure. The scope has since been refined to an MWM upgrade to Release 7.0.4 together with a migration to AWS. In late March 2021, the City of Denton requested Clevest to defer the migration to AWS while continuing with the MWM upgrade. To account for this change, Clevest is providing this project Change Request (CR). The deferral is to allow time for the City of Denton’s IT department to review the network security requirements for connecting to the Cloud as well as its support resource availability for a Cloud migration. To comply with the customer request, Clevest and the City of Denton will process this CR to illustrate the impact to the current project, and provide the City of Denton with a plan to deliver the deferred deliverables in a new and separate project or phase. Deferred Deliverables 1. Clevest development services to convert City of Denton’s on-premise databases to Cloud databases. 2. Setup of the City of Denton’s: a. Non-Production Test system in the Cloud infrastructure. b. Production system in the Cloud infrastructure. Details of Work Upon the customer request of AWS migration deferral, Clevest postponed the work on the deferred deliverables referenced in the previous section. Project 4595 will continue with the tasks necessary for the MWM upgrade, herein referred as Phase 1 (MWM Upgrade). The tasks to migrate MWM from on-premise to the Cloud will be deferred to a new project phase, herein referred as Phase 2 (Cloud Migration). Phase 1 (MWM Upgrade) Phase 1 will proceed, as outlined in the Project 4595 Statement of Work (SOW) section 2.2.1 Clevest Services, with the following phases and with the tasks modified to keep MWM on-premise: 1. The Initiation 2. Design 3. Construction 4. Deployment Phase 2 (Cloud Migration) Phase 2 will be structured similar to what was outlined in the Project 4595 SOW section 2.2.1 Clevest Services. DocuSign Envelope ID: 87CAB3D0-2A84-4EC5-8E26-17DD98C7F3ECDocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Change Request City of Denton CR 8923 Note: The Cloud migration not only migrates the MWM system from on-premise to the Cloud but may also require a database migration from MS SQL Server to another database option appropriate for the Cloud environment. 1. The Initiation a. Setup Phase 2 internally and create Project Schedule. b. Provide initial Project Status Report. c. Conduct the Phase 2 Kick-off Meeting. 2. Design a. Conduct a remote Workshop to confirm the contracted requirements for Phase 2 and document any gaps for resolution via change management. b. Develop and deliver the applicable design phase deliverable documents for the Cloud migration c. Review and Approve Acceptance Criteria and Test Case documents with DME for the Cloud migration. 3. Construction a. Perform a test of the migration process in a Cloud Test environment b. Conduct an internal Test of the migrated Solution in the Cloud Test environment. 4. Deployment a. Migrate the City of Denton Test system to the Cloud b. Support regression and functional testing of the system and interfaces. c. Migrate the City of Denton Production system the Cloud d. Provide initial go live support (remote). 5. Project Management a. Manage Communication, Schedule, Scope, Quality, Issues and Risks. Cost Impact It is estimated that 60-80% of the tasks and effort of the Project 4595 will need to be repeated in Phase 2, resulting in a an approximately corresponding cost increase. Assumptions This CR is subject to the original terms and conditions of the CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND CLEVEST SOLUTIONS, INC. (Contract 7465). If there are any conflicts between the terms in this agreement versus Contract 7465, this agreement shall prevail. 1) Upon written request from the City of Denton to deliver Phase 2, Clevest will generate a new CR with scope that references the Phase 2 tasks in the previous section, as well as the schedule, additional costs and payment milestones, and terms of Phase 2. 2) Upon approval of the CR for Phase 2, Clevest will schedule resources and establish a baseline schedule and period of performance to deliver the deferred deliverables. 3) The City of Denton will request Phase 2 to start no later than 12 months from the approval of this CR. 4) This Change Request is pursuant to the terms of the original Contract 7465. DocuSign Envelope ID: 87CAB3D0-2A84-4EC5-8E26-17DD98C7F3ECDocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Change Request City of Denton CR 8923 5) Depending on the timeline for Phase 2, Clevest and the City of Denton may perform a subsequent upgrade to a then-current release - as required by Clevest for Cloud support, or other MWM support requirements, or based upon new or changed business requirements for the City of Denton. The City of Denton may also take advantage of such an upgrade to implement new features or configuration. Any additional services required to implement new features or configuration as part of the new project phase will be estimated and priced under the new agreement. 6) This Change Request reflects only the deferral of Cloud Migration to a later date. No scope is being removed from this project. For any scope removal, the City of Denton shall discuss with the Clevest commercial team about feasibility. Payment With Cloud Migration being deferred to Phase 2, the Payment Milestones table from the Project 4595 SOW has been adjusted to be as below. Milestone(s) Fee % Upon SOW Signoff (Paid) $18,012.75 36% of Phase 1 Software Release Delivered to Test Environment $18,012.75 36% of Phase 1 UAT sign off $4,950.60 10% of Phase 1 Go-Live $4,950.60 10% of Phase 1 Phase 1 Acceptance $3,579.30 7% of Phase 1 Phase 1 Total $49,506.00 100% of Phase 1 Remaining budget for Phase 2 $22,545.00 Subtotal (Current Project Budget) $72,051.00 New budget required for completion of Phase 2 TBD TOTAL TBD Upon definition of the CR for Phase 2, Clevest will generate additional payment milestones to address the additional project cost to the City of Denton. Travel Professional services will be performed remotely. Travel is not applicable. Schedule As a result of this change, the existing project schedule will be adjusted according to the plan below: Task Name Duration Start Finish DocuSign Envelope ID: 87CAB3D0-2A84-4EC5-8E26-17DD98C7F3ECDocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Change Request City of Denton CR 8923 IPS_Denton_4595_ MWFM (Version 5.2 to Version 7.0.4) 118 days? Tue 12/1/20 Fri 5/21/21 Initiation 72 days Tue 12/1/20 Thu 3/18/21 Design 36 days Fri 2/26/21 Fri 4/16/21 Perform Upgradeability Workshop 14 days Fri 2/26/21 Wed 3/17/21 Perform Customer System Inventory (Scope, Interfaces, 3rd Party Versions, Hardware, etc.) and Support Analysis 14 days Thu 3/4/21 Tue 3/23/21 Provide Upgradeability report 5 days Tue 3/30/21 Mon 4/5/21 Generate Gap List 0.5 days Wed 3/31/21 Wed 3/31/21 Update / Confirm Test Cases for UAT 7 days Thu 4/1/21 Fri 4/9/21 Review and Approve Acceptance Criteria with Customer 5 days Mon 4/12/21 Fri 4/16/21 Design Complete 0 days Fri 4/16/21 Fri 4/16/21 Construction 13 days Mon 4/5/21 Wed 4/21/21 Professional Services 13 days Mon 4/5/21 Wed 4/21/21 Obtain Database Backup and Install 2 days Mon 4/5/21 Tue 4/6/21 Setup Internal Test Environment 1 day Wed 4/7/21 Wed 4/7/21 Run Migration 1 day Thu 4/8/21 Thu 4/8/21 Testing and Rework 1 day Fri 4/9/21 Fri 4/9/21 Internal Testing of UAT Test Cases 5 days Mon 4/12/21 Fri 4/16/21 Rework and PR (If Required) 3 days Mon 4/19/21 Wed 4/21/21 Internal Migration complete 0 days Wed 4/21/21 Wed 4/21/21 Deployment 40.75 days Thu 4/15/21 Thu 6/10/21 Testing Phase 22.25 days Thu 4/15/21 Mon 5/17/21 Install new release to TEST environment 1 day Thu 4/15/21 Thu 4/15/21 DocuSign Envelope ID: 87CAB3D0-2A84-4EC5-8E26-17DD98C7F3ECDocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Change Request City of Denton CR 8923 Install Data Warehouse and Jasper 5 days Mon 4/26/21 Fri 4/30/21 Migrate TEST system 1 day Fri 4/16/21 Fri 4/16/21 Test Interfaces 1 day Mon 4/19/21 Mon 4/19/21 Sanity test TEST System 3 days Tue 4/20/21 Thu 4/22/21 Support Customer UAT Dry-Run 5 days Fri 4/23/21 Thu 4/29/21 Rework 3 days Fri 4/30/21 Tue 5/4/21 Customer Execution of UAT Test Cases 5 days Wed 5/5/21 Tue 5/11/21 Rework 3 days Wed 5/12/21 Fri 5/14/21 Migrate open issues to Clevest Helpdesk 0.25 days Mon 5/17/21 Mon 5/17/21 UAT Complete 0 days Mon 5/17/21 Mon 5/17/21 Go-Live Phase 18.5 days Mon 5/17/21 Thu 6/10/21 Prepare and review rollout plan with Customer 2 days Mon 5/17/21 Wed 5/19/21 Take Production Backups 1 day Wed 5/19/21 Thu 5/20/21 Install new release to Production 0.5 days Thu 5/20/21 Thu 5/20/21 Migrate Production system 0.5 days Thu 5/20/21 Fri 5/21/21 Upgrade Mobile Devices 1 day Fri 5/21/21 Mon 5/24/21 Go-Live Complete 0 days Mon 5/24/21 Mon 5/24/21 Production Go-Live Support -Hypercare 10 days Mon 5/24/21 Mon 6/7/21 Support Transition 0.5 days Mon 6/7/21 Mon 6/7/21 Perform Project Close-out Tasks 3 days Mon 6/7/21 Thu 6/10/21 Issue Final Acceptance Certificate 0 days Thu 6/10/21 Thu 6/10/21 DocuSign Envelope ID: 87CAB3D0-2A84-4EC5-8E26-17DD98C7F3ECDocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Change Request City of Denton CR 8923 Approvals Clevest Solutions Inc. City of Denton Title: Title Signature: Signature: Name: Name: Date: Date: DocuSign Envelope ID: 87CAB3D0-2A84-4EC5-8E26-17DD98C7F3EC 5/21/2021 Senior Buyer Cori Power VP Professional Services Roth Niven 5/26/2021 DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Certificate Of Completion Envelope Id: 87CAB3D02A844EC58E2617DD98C7F3EC Status: Completed Subject: Please DocuSign: Contract 7465 Clevest Upgrade - Change Request Source Envelope: Document Pages: 7 Signatures: 2 Envelope Originator: Certificate Pages: 5 Initials: 0 Cori Power AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 cori.power@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 5/21/2021 1:32:23 PM Holder: Cori Power cori.power@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Cori Power cori.power@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 5/21/2021 2:08:52 PM Viewed: 5/21/2021 2:08:59 PM Signed: 5/21/2021 2:09:06 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Roth Niven roth.niven@ifs.com VP Professional Services Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 70.79.152.27 Sent: 5/21/2021 2:16:11 PM Viewed: 5/26/2021 2:30:56 AM Signed: 5/26/2021 2:31:32 AM Electronic Record and Signature Disclosure: Accepted: 5/26/2021 2:30:56 AM ID: 78ae0fb7-b461-41ed-bd14-482cb749b28e In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Xavinnie Shen xavinnie.shen@ifs.com Security Level: Email, Account Authentication (None) Sent: 5/21/2021 2:16:13 PM Electronic Record and Signature Disclosure: Accepted: 5/21/2021 2:10:53 PM ID: 2ca768a1-375b-478d-8dc9-3306e083ecd9 DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 5/26/2021 2:31:33 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Omar Rodriguez Omar.Rodriguez@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 5/26/2021 2:31:34 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sandra Allsuo Sandra.Allsup@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 5/26/2021 2:31:34 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lisa Collaud Lisa.Collaud@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 5/26/2021 2:31:35 AM Viewed: 5/26/2021 8:51:58 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 5/21/2021 2:08:52 PM Certified Delivered Security Checked 5/26/2021 2:30:56 AM Signing Complete Security Checked 5/26/2021 2:31:32 AM Completed Security Checked 5/26/2021 2:31:35 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D 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. Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Roth Niven, Xavinnie Shen DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D 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. DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D 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. DocuSign Envelope ID: E735ADD7-677B-4C82-A8AE-B164C801E18D Certificate Of Completion Envelope Id: E735ADD7677B4C82A8AEB164C801E18D Status: Completed Subject: Please DocuSign: Assignment of Contract - 7465 Source Envelope: Document Pages: 70 Signatures: 3 Envelope Originator: Certificate Pages: 5 Initials: 0 Cheyenne Defee AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 cheyenne.defee@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 6/16/2021 10:48:41 AM Holder: Cheyenne Defee cheyenne.defee@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Ryan Gatto ryan.gatto@ifs.com Corporate Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Uploaded Signature Image Using IP Address: 76.98.174.236 Sent: 6/16/2021 10:53:20 AM Viewed: 6/16/2021 11:09:20 AM Signed: 6/16/2021 11:09:44 AM Electronic Record and Signature Disclosure: Accepted: 6/16/2021 11:09:20 AM ID: a51e6e45-52f5-4706-b9ef-af5b2e901121 Larry Vonckx larry.vonckx@ifs.com General Counsel Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 24.1.143.82 Signed using mobile Sent: 6/16/2021 11:09:46 AM Viewed: 6/16/2021 11:38:37 AM Signed: 6/16/2021 11:38:50 AM Electronic Record and Signature Disclosure: Accepted: 6/16/2021 11:38:37 AM ID: c379a562-7cd6-40b7-af51-a05ef8f55204 Lori Hewell Lori.Hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 6/16/2021 11:38:52 AM Viewed: 6/16/2021 12:57:20 PM Signed: 6/16/2021 12:57:29 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 6/16/2021 12:57:32 PM Viewed: 7/1/2021 10:44:37 AM Signed: 7/1/2021 10:44:39 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Ryan Gatto ryan.gatto@ifs.com Corporate Secretary Security Level: Email, Account Authentication (None) Sent: 7/1/2021 10:44:41 AM Electronic Record and Signature Disclosure: Accepted: 6/16/2021 11:10:06 AM ID: 83ad44f4-c0dc-4571-8787-cc272f8269ab Larry Vonckx larry.vonckx@ifs.com General Counsel IFS Canada Inc. Security Level: Email, Account Authentication (None) Sent: 7/1/2021 10:44:42 AM Electronic Record and Signature Disclosure: Accepted: 6/16/2021 11:39:24 AM ID: 75c7a86f-df78-49a6-b695-170e35e84a46 Cori Power cori.power@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Sent: 7/1/2021 10:44:43 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sandra Allsup sandra.allsup@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 7/1/2021 10:44:44 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 6/16/2021 10:53:20 AM Certified Delivered Security Checked 7/1/2021 10:44:37 AM Signing Complete Security Checked 7/1/2021 10:44:39 AM Completed Security Checked 7/1/2021 10:44:44 AM Payment Events Status Timestamps 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. Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Ryan Gatto, Larry Vonckx, Ryan Gatto, Larry Vonckx 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.