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7805 - Contract Executed Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 RFP Ginny Brummett Mental Health Division Software Yes 7805 DECEMBER 14, 2021 DECEMBER 14, 2026 21-2699 Contract # 7805 4867-9064-2948.v1 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND TOUCHPHRASE DEVELOPMENT LLC dba JULOTA (CONTRACT 7805) THIS CONTRACT is made and entered into this date ______________________, by and between TOUCHPHRASE DEVELOPMENT LLC dba JULOTA a Colorado limited liability company, whose address is 102 S Tejon Street, Suite 1100, Colorado Springs, CO 80903, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Contractor shall provide products and/or services in accordance with the City’s document RFP 7805-Mental Health Division Software, 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’s RFP 7805 (Exhibit “B” on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit “C”); (d) Insurance Requirements (Exhibit “D”); (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) Contractor’s Proposal (Exhibit "F"); (g) Form CIQ – Conflict of Interest Questionnaire (Exhibit "G"); (h) Statement of Work (“SOW”) (Exhibit “H”); 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. DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 12/14/2021 Contract # 7805 4867-9064-2948.v1 Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization 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. TOUCHPHRASE DEVELOPMENT LLC dba JULOTA BY:______________________________ AUTHORIZED SIGNATURE Printed Name:_____________________ Title:____________________________ __________________________________ PHONE NUMBER _________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: _____________________________ ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: 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: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 7206394622 scott.cravens@julota.com scott.cravens@julota.com Scott Cravens CEO Chief of Police Frank Dixon SARA HENSLEY, INTERIM CITY MANAGER MACK REINWAND, CITY ATTORNEY page 3 of 54 4867-9064-2948.v1 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $165,417. Pricing shall be per Exhibit F attached. 2. The Quantities The quantities indicated on Exhibit F are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. 3. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional four (4) one-year periods. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. The City’s and Supplier’s request to not renew the contract must be submitted in writing at least 60 days prior to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months, at the then standard rates of Supplier. 4. Price Escalation and De-escalation On Supplier’s request in the form stated herein, the City will implement an escalation/de-escalation price adjustment annually based on these special terms. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. The price will be increased or decreased based upon the annual percentage change in the PPI or the percentage change in the manufacturer’s price list. Should the PPI or manufacturer price list change exceed a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 4 of 54 4867-9064-2948.v1 Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. If no request is made, then it will be assumed that the current contract price will be in effect. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted request for increase is not rejected in writing by the City of Denton within 45 days of receipt of the request, the City of Denton will be deemed to have accepted the price increase. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre- price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. The request can be sent by e-mail to: purchasing@cityofdenton.com and your contact with the City of Denton Police Department noting the solicitation number. The City of Denton reserves the right to accept, reject, or attempt to negotiate the proposed price changes. DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 5 of 54 4867-9064-2948.v1 Exhibit C 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. The foregoing listed sections, except for Section 32, do not apply to the provision of Software as a Service. 1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the RFP 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. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be shipped DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 6 of 54 4867-9064-2948.v1 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, 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 DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 7 of 54 4867-9064-2948.v1 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, its 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 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 substantially 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. 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 at the work site. 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 invoices need to be sent to Accounts Payable. Approved invoices will be paid within 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 DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 8 of 54 4867-9064-2948.v1 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 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 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 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, DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 9 of 54 4867-9064-2948.v1 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. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. The City will provide copies of all audit notes and results to the Contractor within thirty (30) days following the conclusion of an audit. The conclusions of the audit shall set forth in detail the basis for any overpayment claimed or underpayment discovered. Within thirty (30) days, the Contractor will notify the City in writing if it objects to the conclusions of the audit. If no objection to the audit report is timely made by the Contractor, the results of the audit will be deemed accepted. If an accepted audit report concludes that an overpayment of 1% or greater has occurred, which is the fault of the Contractor, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within thirty (30) days of receipt of an invoice. If the audit report establishes that the City underpaid the Contractor, the City will pay to the Contractor the amount of the underpayment within thirty (30) days of the report being deemed accepted. The City may not use the services of contingency based auditors for any audits under the Contract. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the non-breaching party’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 DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 10 of 54 4867-9064-2948.v1 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 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. Except as it relates to the provision of Software as a Service: 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 new 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 DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 11 of 54 4867-9064-2948.v1 harmless from and against all adverse title claims to the deliverables. 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 acceptance of the deliverables or from the date of acceptance 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. Except as it relates to the provision of Software as a Service: Unless otherwise specified in the Contract, the warranty period shall be at least one year from the Acceptance Date. 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: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 12 of 54 4867-9064-2948.v1 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 its remedy of Service Credits provided in Exhibit H, the City may terminate the Contract; this will be the City’s sole and exclusive remedies. 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. 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 thirty (30) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such thirty (30) 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. 28. TERMINATION WITHOUT CAUSE: After the initial term, either party shall have the right to terminate the Contract, in whole or in part, without cause any time upon sixty (60) calendar days’ prior written notice (“Without Cause Termination Notice”). Upon receipt or provision of a notice of termination, the Contractor shall promptly cease all Services; provided that City reserves the right to continue use the Software during the term of the applicable SOW for up to nine (9) months from the date of the Without Cause Termination Notice while City transitions to and implements a new solution (“Transition Period”). During the Transition Period, all obligations of the parties under the Contract will continue. 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 DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 13 of 54 4867-9064-2948.v1 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 up to sixty (60) days 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 (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), 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, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS 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 DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 14 of 54 4867-9064-2948.v1 RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 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, 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 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 DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 15 of 54 4867-9064-2948.v1 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 coverages indicated within the Contract. xiv. The insurance coverages 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 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 DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 16 of 54 4867-9064-2948.v1 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. 38. OWNERSHIP AND USE OF DELIVERABLES: Intentionally Deleted. 39. PUBLICATIONS: Except as it relates to the provision of Software as a Service: 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 DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 17 of 54 4867-9064-2948.v1 established commercial or selling agencies maintained by the Contractor for the purpose of 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: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 18 of 54 4867-9064-2948.v1 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 Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 19 of 54 4867-9064-2948.v1 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 and will not be counted in any calculation of days that are set forth as a time limit to act in this Contract: 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: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 20 of 54 4867-9064-2948.v1 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 Certificate". DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 21 of 54 4867-9064-2948.v1 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: Except as it relates to the provision of Software as a Service: 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. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 22 of 54 4867-9064-2948.v1 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 7805 2. RFP/Bid documents 3. City’s standard terms and conditions 4. Purchase order 5. Supplier terms and conditions DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 23 of 54 4867-9064-2948.v1 Exhibit D 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.  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.  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 DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 24 of 54 4867-9064-2948.v1 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.  Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 25 of 54 4867-9064-2948.v1 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. [] 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. [ ] 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 DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 26 of 54 4867-9064-2948.v1 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. [X] Cyber Cyber coverage provided protection for business liability for a data breach, cyber extortion, business interruption due to malicious cyber-attacks or malware infections. A Cyber policy will be required anytime a system interfaces with the City of Denton’s servers or houses sensitive information such as customer or employee data. When Cyber coverage is required commercial crime is also required. Limits of not less than $500,000 are required unless other limits are individually approved by the City. [ ] 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: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 27 of 54 4867-9064-2948.v1 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 project, so the governmental entity will have on file certificates of DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 28 of 54 4867-9064-2948.v1 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 b. a new certificate of coverage showing extension of coverage, prior to the DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 29 of 54 4867-9064-2948.v1 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: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 30 of 54 4867-9064-2948.v1 Exhibit E 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: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 31 of 54 4867-9064-2948.v1 Exhibit F Contractor’s Proposal DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 City of Denton RFI for: Mental Health Division Software RFP Number: 7805 Close: September, 21 2021 11 AM CDT Connecting your community. City of Denton 215 E. McKinney St. TX 76201-4299 DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 1 page 2 page 2 page 3 page 3 page 3 page 3 page 4 page 5 Company Overview What is JULOTA? Our Understanding Unique Value Proposition Compliance and Security Mission Vision Core Needs of the Denton/Julota Response Subject Matter Expertise Table of Contents page 5 page 6 page 7 page 11 page 13 page 14 page 18 Project Management Team Julota Architecture Compliance Julota Sample Relevant Cases Electronic Consent Denton Police Department’s Crisis Intervention Response Team Testimonials page 9 Solving Interoperability and High-Utilizer Issues in the Community DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 Julota provides Software as a Service (SaaS) solutions that are operated, maintained, monitored, and secured by a talented team of professionals. We build our products following industry-leading standards for reliability, performance, and security. Here at Julota, our clients’ desire for the best solution drives us forward. We strive to provide you with the best features, the best user experience, and the most intuitive software. Our partnerships with our clients drive success. Julota operates in over 200 communities across the country including two state contracts in Washington and one in Idaho. It started with the understanding that in every community, there is a group of people who need assistance and a group of organizations that want to give help. But there are many roadblocks that prevent that from happening. Julota introduced the concept of a Connected Community. Founders Rick Pionkowski, a 30-year ER doctor, and Michael Schaedel, a 15-year enterprise solutions architect, lead the charge in connecting local resources together across disparate systems, decimating the obstacles preventing communities from being proactive in their population’s health. With backgrounds in both healthcare and technology, cofounders Rick Pionkowski, MD, MS, and Michael Schaedel, MS,knew there had to be a better community care model than the siloed version so prevalent today. In the hospital emergency department (ED), Dr. Pionkowski saw every day how a disconnected system resulted in repeated low acuity patients being brought in with needs that the ED could not adequately address. At the same time, Schaedel having worked as a senior architect and software engineer at iTriage and Mapquest, watched his sister struggle for years and then pass away from an opioid addiction that could have been prevented through coordination and collaboration of local agencies. In late 2015 they met and joined forces to launch Julota. Shortly thereafter they recruited an experienced and proven seller, Joshua Cast to handle their growing list of inquiries and referrals. And then in 2018, they brought in Scott Cravens as CEO to complete the senior management team.ADVISORSJulota 102 S. Tejon Street STE 1100 Colorado Springs, CO 80919 833-445-1600 Connecting YourCommunity Company Overview Connecting the Community | page 1 Steve Bronsky, MD Chief Medical Directorfor Colorado Springs FD and El PasoCounty. American Medical Response Peter Andtevy, MD EMS Medical Director forDavie & Coral Springs FD and Founder & ChiefMedical Director for Pediatric EmergencyStandards. Robin E. Johnson, MD MPH FACEPMedical Director for El Paso County Public Healthand adjunct faculty for University of ColoradoSchool of Medicine Hallet Watz, MD MBA Initial seed and follow-on angel investor. Built and sold his ownmedical billing company. DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 Julota, an acronym for JUst Love On Them Always, is a patented HIPAA, 42 CFR Part 2, CJIS, and FERPA compliant interoperability platform that transforms the disconnected patchwork of local service providers into a well-coordinated network that can proactively manage and support individuals. Our cloud-based SaaS platform manages the consent and multidirectional sharing of Personal Identity Information (PII) and Personal Health Information (PHI) between software systems for healthcare, EMS, law enforcement, behavioral health, and social services organizations. Julota manages and organizes an individual’s records from behavioral health, healthcare, criminal justice, and social services into one holistic up-to-date record. Julota is a platform agnostic technology that operates standalone or between each organization’s existing systems. In addition to connecting data systems and providing community data transparency, Julota operates as a hub and spoke system. A hub is an organization who administers a program. A program (examples would be, crisis response, SUD, mobile integrated health, or co-responder) is a set of work flows used to address individuals within a community who meet specific criteria. Conversely, spokes are community resource organizations who send referrals to and receive referrals from the hubs. Julota understands how to navigate consent and compliance requirements creating community collaboration transparency to ensure the left hand knows what the right hand is doing. Our platform allows multiple organizations to work together around a specific individual despite different compliance and/or consent requirements. What is JULOTA? Connecting the Community | page 2 We are excited to join with Denton PD in their commitment toward improved outcomes and healthier citizens through the Crisis Intervention Response Team (CIRT) initiative. Through innovative procedures and best-in-class practices, CIRT programs have proven to strengthen community relationships, improve outcomes, reduce crime, and mitigate burdens on the criminal justice system. Thank you for considering Julota as the platform to launch this initiative. This document will provide our understanding of your program goals while outlining the scope and pricing necessary to meet them. The US Department of Justice’s Bureau of Justice Statistics shows >50% of incarcerated persons have a mental behavioral health illness. Matt Zavadsky, President of NAEMT shares that 80% of all individuals who overuse the 911 emergency system have at least one diagnosable behavioral health disorder. We also understand 55% of US Healthcare dollars are spent on less than 5% of the population who are improperly using community resources. First responders are a community’s front-line to meet these participants offering the greatest opportunity to reduce risk, lower costs, and increase health. Denton PD is at the leading edge of innovative client-focused programs as seen by adopting CIRT. CIRT is a unique program that will share clients and work with Denton PD’s Homeless Outreach Team (HOT) program. Per Chief Dixon, “there's a natural intersection between what our homeless outreach team does and mental illness,” HOT and CIRT incorporate a model approaching clients to meet them exactly where they are. HOT will build relationships with individuals moving them from homelessness to housing. This movement requires high levels of trust and relationship-building to achieve successful outcomes. CIRT also requires a high-level of trust though many relationships are fostered through community resources and partners who will be connected by the team. The unique initiative is founded from a client-centric philosophy delivering community transparency. The innovative approach allows case managers to get the individual help while connecting them to basic needs and supports. It’s our understanding both CIRT and HOT align with Denton PD’s mission and goals for the community. Our Understanding DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 Julota is the only complete solution that meets the City of Denton’s requirements for a Mental Health Department Software solution with the ability to interface with all levels of healthcare and community resources at a city level. Unique Value Proposition Connecting the Community | page 3 The Julota software is HIPAA, CFR42, and CJIS (Criminal Justice Information System) compliant and utilizes standard security practices for these regulations. Our software utilizes two-factor authentication to enhance the security of the platform and requires a login token that is sent to the authorized user’s phone or e-mail. Our software is deployed into cloud-based infrastructure in Amazon Web Services (AWS). The AWS systems are aligned with FedRAMP and NIST 800-53, which are higher security standards that map to the HIPAA Security Rule. NIST supports the alignment and issued SP 800-66, which documents how NIST 800-53 aligns to the HIPAA Security Rule. Further information from AWS about HIPAA Compliance is available here: https://aws.amazon.com/compliance/hipaa- compliance/ For more information about the Shared Responsibility Model for Compliance used in AWS, please refer to this document: https://aws.amazon.com/compliance/shared-responsibility- model/ Our firm states that we will be responsible to conform to ALL applicable federal, state and local statues or other applicable legal requirements. Compliance and Security THE RIGHT DATAAT THE RIGHTTIME PROVIDESRESOURCESSECURELY SMARTSOLUTION STRENGTHENSCOMMUNITY We provide personalized experiences for every client ensuring that the right data is available to providers at the right time to maximize the positive impact on the community. Our unique solution connects resources from across your community, promotes communication and collaboration, and speeds treatment. Our platform integrates with any existing software. Our solution unifies community resources to maximize the benefit to people in need and strengthens your community. We are compliant with HIPPA SAMSHA42CFR part 2 and CJIS. This means that you can focus on helping people and know that their information is shared securely with other providers. Mission Vision We exist to make communities safer.Julota will be the infrastructure for secure, accountable collaboration for population health around the world. DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 Julota is the only complete solution that meets the Denton Police Departments' requirements for a Tracking Software Solution system with the ability to interface with all levelsof behavioral healthand community resources at a statewide level. Core Needs of the Denton/Julota Response Connecting the Community | page 4 PROJECT NEED JULOTA RESPONSE General Consent Systems Flexible and scalable system for many use cases Share Data With Community Partners By designating data recipients and credentialed providers, Julota can build a network of community partners to track who can provide help and treatment to individuals. MODULES/CAPABILITIES THAT MUST BE INCLUDED IN THE CONSENT SYSTEM APIJulota is already doing this with several organizations including Real Time Data Exchange with Provider EHRs, Government Agencies Health Information Technology Health IT systems and applications, and Health Information Exchanges (HIE) ADT/CCD InterfaceJulota already has alerts and notification system in place including 911 and arrival at ED. Crisis Hotline integration for alerts and notifications can easily be added. Julota already provides real time alerts for providers when a client uses acute services such as ER, Inpatient, crisis, withdrawal management or is booked into jail. Julota can share clinical summaries with anyone that has compliance to view clinical records between providers. Adaptable Interface DesignJulota provides a fully customizable interface. DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 Julota agrees to provide our subject matter experts throughout the lifetime of this contract. Subject Matter Expertise Connecting the Community | page 5 Rick Pionkowski, CMIO Joshua Cast, Director of Sales Scott Cravens, CEO Michael Schaedel, CTO Laura Morris, Technical Product manager Scott@Julota.com 719-428-0089 Kristin Younglove, Client Services Manager Kristin.Younglove@Julota.com Laura.Morris@Julota.com Joshua@Julota.com Michael.Schaedel@Julota.com Rick@Julota.com 719-445-1695 719-445-1699 719-492-4575 719-396-3009 719-428-0107 The Julota team consists of well-qualified individuals who are experts in electronic consent management. As you will see from our proposal, we are well-qualified to provide the required software as required per specifications. Project Management Team Michael is a 15-year technology entrepreneur,most recently with MapQuest and iTriage,which was the first successful mobile healthexit. Rick Pionkowski, MD, MS is a 30-year ER physicianwith interface patents and extensive experiencefollowing healthcare trends. Laura has 20 years of experience in the Adult and Juvenile Justice worlds specializing in policy and technology implementation with10 years specifically focused on database application development to support the collaborative work of justice professionals and community providers. Kristin has more than a decade of experience with emergency services as a 911 operator, with great success in creating and implementing training programs for the public sector as well as internal processes and procedures. MICHAEL SCHAEDELCO-FOUNDER/CTO RICK PIONKOWSKICO-FOUNDER/CMIO KRISTIN YOUNGLOVECLIENT SERVICESMANAGER LAURA MORRISTECHNICAL PRODUCTMANAGER DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 Connecting the Community | page 6 JULOTA ARCHITECHTURE The system shall capture the patient's electronic signature when the consent is created, modified, or revoked (along with reasons for the change). DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 Connecting the Community | page 7 a. Solution is compliant with the latest 42 CFR Part 2 Final Rule published in the Federal Register. Please see the letter from the compliance auditor below. b. Solution supports compliance with all HIPAA privacy and security stipulations. Please see the letter from the compliance auditor below. Compliance DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 Connecting the Community | page 8 Julota will maintain a master patient index (MPI) or enterprise master patient index (EMPI) resolution process for resolving MPI or EMPI issues, challenges, and concerns. This process is already in place and is a crucial component of our SaaS software. Julota will also maintain a written process and mechanisms that will be leveraged if a new solution is available. Julota also supports e-referral management. Our E-referrals include notifications, tracking/updates, and close the loop activities.REFERRAL SCREENSDocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 Julota is a patented, award-winning community interoperability platform, built on the four pillars of interoperability, compliance, consent, and collaboration. The cloud-based SaaS platform manages the consent and multidirectional sharing of PHI (personal health information) and PII (personally identifiable information) between software systems for healthcare, EMS, law enforcement, behavioral health, social services, and all other local nonprofit and for-profit organizations. Julota is a platform-agnostic technology that operates standalone or between each organization’s existing systems to automate continuous-feedback collaboration and case management. In addition, the proprietary HIPAA-, SAMHSA (42 CFR Part 2)-, CJIS-compliant interface stores all interaction data across a historical longitudinal record for ease of reporting and research. Solving Interoperability and High-Utilizer Issues inthe Community Connecting the Community | page 9 42 CFR Part 2 I N T E R O P E R A B I L I T Y C O N S E N T C O M P L I A N C E C O L L A B O R A T I O N DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 Currently, the care continuum is divided into silos of communication that operate on unique software built specifically for their users' needs. On top of that, each of these sectors has its own compliances that must be adhered to along with databases of information that need to be connected as part of a fully networked community. But imagine if behavioral health could work through other agencies in the field that deal with their patients on a day-to-day basis when they are experiencing a crisis in the triggering environment. And what if EMS could connect low-acuity patients to appropriate care (rather than just transporting to the ED) in order to prevent them from deteriorating into an acute or chronic condition? And what if law enforcement could connect individuals to case managers to prevent unnecessary incarceration and address the underlying issues? And finally, imagine if payers start reimbursing the entire care community like they are doing now through Medicaid and federal pilot projects? This kind of networking is lowering costs and improving healthcare today in over 150 different communities using Julota. But now take a step back and consider what would happen if you enlarge that local network beyond EMS, behavioral health, social services, law enforcement, and healthcare. Imagine connecting food banks into that same network to address food insecurities and connecting fire departments to do fall risk assessment to prevent broken hips. Connecting Home Advisor or Angie's List to provide free home repair estimates. Getting faith-based organizations to address loneliness in the elderly and home maintenance needs. Enlisting medical and non- medical rideshare services to get people to appointment. And in times of Silver Alerts and disasters, sending out simultaneous messages to at-risk individuals and their family and non-family caregivers to make sure they are safe and have their medical dependencies addressed, decreasing the need for door-to-door searches. Once all that happens, then you really have a safety net that keeps people from falling through the cracks and supports a community-based solution, which is the most efficient and cost-effective way to address population health. Connecting the Community | page 10 DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 Julota Sample Relevant Cases Connecting the Community | page 11 Co-Responder / Mobile Mental Health Crisis Response Form a team that includes a law enforcement officer trained in crisis intervention, a behavioral health clinician, and in some cases a Paramedic. Respond to calls through Julota from the crisis hotline as well as 9-1-1. De-escalate and perform psychiatric evaluations generated by Julota. Medically clear patients in the field through Julota which generates the paperwork and alerts the behavioral health facility of an imminent direct admit. Case managers are then alerted automatically of outreach to family members, adherence to peer support programs, and other community-based follow-up. CIT (Crisis Intervention Team) Law enforcement arrives on scene for a substance abuse or mental health issue. Individual is further identified as a candidate for a mental health clinic or substance abuse treatment center rather than incarceration. Julota confirms whether beds available prior to departure. After individual is checked into the facility, Julota confirms status of either an M1 hold, treatment program initiated, or individual is released. If the individual was entered into treatment, Julota will confirm with law enforcement when the individual completes treatment or drops out. Alternative Scenario: Law enforcement arrives on scene with an individual who is under the influence. Rather than arresting, the individual is offered the option of entering into treatment within two weeks. When an individual shows up for treatment, Julota alerts law enforcement. If the individual fails to enter treatment voluntarily, law enforcement is alerted to take corrective measures. LEAD/Jail Diversion Law Enforcement enrolls individuals into Julota that have serious behavioral health issues or are low-level offenders engaged in drug or prostitution activity. Through Julota, they build a community care team including mental health, substance abuse, and other community-based services. Law enforcement and/or social services track individual progress in Julota across the care continuum and present an aggregated case management file to the Judge. Judge will allow case management to continue (in lieu of jail time) if progress is maintained. DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 Connecting the Community | page 12 Recovery-Oriented Opioid Addiction Treatment / MAT Enroll a willing opioid addicted patient into program through Julota case management. Hospital nurse will initiate the following induction phase: Julota initiates an intensive outpatient stabilization phase with integrated primary care services. After stabilization, Julota initiates a maintenance phase with ongoing peer support, medication management and a compendium of supportive services. Psychiatric evaluation Physical Biopsychosocial/initial treatment plan Labs Medication reconciliation Initiate daily clinic visits clinical Initiate medication administration and observation Subutex (Buprenophine), Suboxone (Buprenorphine/Naloxone), or Vivitro (Naltrexone) and medication-assisted detoxification/taper with Subutex or Suboxone Manage medications Educate on medications Record evidence-based assessment Overdose Outreach Julota flags the Opiate Outreach Team to see what overdose events have been identified from the previous day. The team attempts to reach out to the individuals up to 5 times over the course of the next 3 days via phone or direct contact. When meeting with the individual, the team provides education around overdosing and naloxone use. A naloxone kit is left with the individual and the team offers to connect them to other resources through Julota such as rehab and food assistance. DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 Many community organizations cannot exchange health data with one another, let alone Behavioral Health, EMS/Fire, Law Enforcement, or other community agencies. Julota bridges the gap between organizations that use different law enforcement CAD Systems, EHR (electronic health record) systems, and between EHRs and EMS ePCR (electronic patient care reporting) system and law enforcement. For example, EMS often work with law enforcement across a whole community to improve outcomes for their patients. However, interoperable data systems are needed if the care coordinator is to effectively track whether a member received the medical and non-medical services they needed after an M1 Hold, hospital discharge, an opioid overdose, a visit to the emergency room, or other events. Julota’s platform uses cloud computing technology to offer software as a service, or SaaS, to communities to help them connect better and make their systems interoperable. We are committed to working with you to make sure you get what you need from this solution. It opens up opportunities for your community to work together more efficiently. We listen carefully to the needs of our clients and work collaboratively with them to solve problems and maximize the use of this tool. Our goal is to make it as easy as possible for you and your staff to use the platform while maintaining the highest data security standards and privacy. At Julota, we are proud of the interoperability platform we have developed to store an organization’s data in the cloud. Keeping the community connected through this software as a service means organizations can save money and work more efficiently together to safeguard the public. Julota shall facilitate the city to establish a citywide functional, cloud-based tracking software that centralizes the storage of all patient data into a single data repository that supports multiple data sources, user access and makes available for aggregation, searchability, and ad hoc reporting. Electronic Consent Connecting the Community | page 13 DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 We are excited to join with Denton PD in their commitment toward improved outcomes and healthier citizens through the Crisis Intervention Response Team (CIRT) initiative. Through innovative procedures and best-in-class practices, CIRT programs have proven to strengthen community relationships, improve outcomes, reduce crime, and mitigate burdens on the criminal justice system. Thank you for considering Julota as the platform to launch this initiative. This document will provide our understanding of your program goals while outlining the scope and pricing necessary to meet them. Denton Police Department’s Crisis InterventionResponse Team Our Understanding The US Department of Justice’s Bureau of Justice Statistics shows >50% of incarcerated persons have a mental behavioral health illness. Matt Zavadsky, President of NAEMT shares that 80% of all individuals who overuse the 911 emergency system have at least one diagnosable behavioral health disorder. We also understand 55% of US Healthcare dollars are spent on less than 5% of the population who are improperly using community resources. First responders are a community’s front-line to meet these participants offering the greatest opportunity to reduce risk, lower costs, and increase health. Denton PD is at the leading edge of innovative client-focused programs as seen by adopting CIRT. CIRT is a unique program that will share clients and work with Denton PD’s Homeless Outreach Team (HOT) program. Per Chief Dixon, “there's a natural intersection between what our homeless outreach team does and mental illness,” HOT and CIRT incorporate a model approaching clients to meet them exactly where they are. HOT will build relationships with individuals moving them from homelessness to housing. This movement requires high levels of trust and relationship-building to achieve successful outcomes. CIRT also requires a high-level of trust though many relationships are fostered through community resources and partners who will be connected by the team. The unique initiative is founded from a client-centric philosophy delivering community transparency. The innovative approach allows case managers to get the individual help while connecting them to basic needs and supports. It’s our understanding both CIRT and HOT align with Denton PD’s mission and goals for the community. Overview This proposal includes our Julota platform to support the CIRT and HOT programs. These programs effort to mitigate arrests and incarcerations by diverting clients to appropriate resources while increasing access to assistance and housing the homeless. We will be eliminating phone referrals while introducing accountability and closing the feedback loop. This includes: integrating with other data sources, enabling community resources to share information around clients, case management, data population of longitudinal records, and utilization of alerts and notifications. Our implementation package covers: Connecting the Community | page 14 customization of the Julota platform to each hubs workflows and program strategies migration of existing program data, from each program, into the Julota platform. Note: I’ve selected this for HOT only as, I believe, you mentioned CIRT is not yet operational. initial training for the hub additional platform customization for the hub’s reporting needs. DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 This solution is set up to be turn-key. Once you have signed a contract with us we will identify with each hub’s specific reporting needs and other software systems that are mission-critical to integrate prior to launch. Additionally, we will outline any full-level integrations necessary along with their associated costs. We will deliver a training environment that will mirror production, with a changeover to full production when ready. I’ve included Julota Basic Support Service which includes access to the help desk, phone support M-F, 9 am - 5 pm MST for basic questions around platform use, three (3) hours per month per hub ongoing access to the individual who worked with each hub as their Implementation Specialist. Critical severity response will be within four (4) hours. I’ve also included a Julota Project Manager (PM) Consultant who will understand your immediate and long-term program goals, phased roll-out timelines, interfaces needed, and customization work necessary to ensure these pieces fit together and roll out seamlessly. The PM will direct the Julota Implementation specialist on priorities as the PM will be aligned with your priorities. I did not include Julota’s white-glove Elite Support which includes a dedicated representative and phone line for each participating hub, help desk access, and 24-hour phone support for anyone within the hub’s coverage area. For each participating hub Julota will add up to ten (10) community partners per year, four (4) hours of one-on-one training per month, one group training of up to two (2) hours. This level of support is highly recommended for programs who believe they will either add additional programs, enlarge their teams, will be highly involved within their community, or plan on growing their list of community partners throughout the year. Critical severity response will be within one (1) hour. Connecting the Community | page 15 ONE-TIME FEES Workflow understanding and guidance Module per Hub PDF Workflow Training Documents Premium Launch Support (7 days) Sixty (60) Minute Video Training Sessions Custom Forms and Assessments Dataset Migration Implementation Package per Hub TOTALSPRICE PERQTY 1 2 2 1 1 2 1 1 CJIS / SAMHSA 42 CFR Part 2 Workflow Validation Interfaces Onboarding Community Partners 1 1 0 $4,800 Included Included Included Included Included Included $200 $1,200 $16,000 $4,800 Included Included Included Included Included Included $200 $1,200 $0 TOTAL ONE-TIME FEES $6,200 DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 Connecting the Community | page 16 RECURRING FEES TOTALSPRICE PERQTY Community Partner Organizations Hubs Julota Platform License Interfaces One-Way Community Resource Organizations 1 1 15 0 $5,000 $100 $0 $1,200 $7,850 $5,000 $100 $0 $0 Module - Patient Notification Monthly Actives Converted into Annual Interfaces 2-Directional Module - Digital Faxing Module - Telemedicine 1 1,500 0 0 0 $2,400 $4 $1,200 $2,400 $600 $2,400 $0 $0 $0 $0 Modules - Instant Messaging Module - Surveys Module - Clinical Module - Mobile App 0 0 0 1 $600 $1,200 $4,800 $900 $0 $0 $0 $900 Basic Report Package - Six (6) Reports Module - CJIS Module - SAMHSA 42 CFR Part 2 Tableau Research and Analysis Reporting Extended Report Package - Fifteen (15) Reports 0 1 0 0 $3,600 $1,800 $2,400 $3,000 $0 $0 $1,800 $0 $0 0 $3,600 TOTAL RECURRING FEES $24,050 JULOTA SUPPORT SERVICES Included for each Hub: Access to Implementation Specialists up to 3 hours per month Help Desk access via web portal Email access Severity response for critical issues via hotline - 4 hours Julota Project Manager Consultant *Post-implementation Development time charged $200/hour TOTALSPRICE PERQTY 1 $4,800 $4,800 Included Included Included Included Included Included Included Included TOTAL ONE-TIME FEES $4,800 DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 Connecting the Community | page 17 JULOTA PROJECT MANAGER CONSULTANT Included for each Hub: Provide technical consulting Provide business consulting Provide product expertise Produce and manager client-facing documentation Direct implementation to client goals and timelines Julota Project Manager Consultant TOTALSPRICE PERQTY 1 $8,750 $8,750 TOTAL ONE-TIME FEES $8,750 Included Included Included Included Included Included Included Included Included Included GRAND TOTAL YEAR ONE $43,800 DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 Dana Yost-Chief Operating Officer Northwest Medical The county gave us six months to develop the MIH program. Like most EMS, our data systems were incident-based, but with MIH we needed to keep track of who we saw, how many times and what we saw them for. We also needed to be able to share that information. Julota has worked hard to create a data- sharing program that works for us. They have created bridges with other software vendors that serve different parts of the healthcare system. One software that is focused on hospital emergency visits and Julota receives data from that source, so we are alerted to when one of the patients we serve has gone to the emergency room. Another software collects data for 911/EMS, and Julota gets data from that source. It also integrates EHR data from hospitals. Connecting the Community | page 18 Testimonials We run a co-responder program called PACT (Pitkin Area Co-responder Teams) pairing mental health clinicians with police to prevent unnecessary criminal justice involvement for low-level offenders with behavioral health symptoms or diagnoses. Since we are rural, we must coordinate services over a large geographical area, and we work with three different law jurisdictions. Julota has provided a central platform by which to collect vital data and statistics about the efficacy of our program. Julota is highly customizable, so we were able to tailor workflows to the specific needs of our partners, and consequently, there is no aversion to using it. The Julota staff have been very responsive and patient with our development process and change requests, and while we currently use the platform mostly to track law data, our mental health clinicians will soon be entering their information into it, as Julota is a HIPAA and 42CFR compliant technology. We look forward to exploring the potential of this platform in the coming years! Jess Beaulieu, PACT Program Manager & Mental Health ProgramAdministrator Beth Williams-Gieger, Director of Administrative Services Peace Island Medical Center has embraced the Community Health Needs Assessment process as a means of realizing our mission. Our mission includes building a strong healthy community by engaging with our community partners to identify disparities and to prioritize community health needs. Julota provides our community a common information exchange that flows us to track coordination of referrals to address social and economic health needs for our patients outside the hospital walls. Healthier communities enable all of us to rise to a batter life. Julota is an important community connects technology that will assist us in creating a better future for our community. With Julota in [my] 37 years of working in EMS, this was the first time I've seen all the local community organizations and services work together. Darin Reid, Community Resource Paramedic ProgramManager, North County Fire & EMS DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 Julota Implementation Timeline The following steps are provided as a guideline for what to expect during Implementation. Please note that the time to completion is dependent on the Client responding to Julota within the expected timeframe. Total Estimated Time to Completion:6-8 weeks from Kickoff Meeting Step Responsible Party Time to Complete Task 1 Client 2 weeks Client completes Implementation Packet ●Current process flow worksheets ●Current workflow worksheets ●Community partner worksheets ●Document Requests1 Implementation Packet will be sent to the Authorized User after contract signing 2 Julota 1 week Schedule Kickoff meeting with Client after return of Implementation Packet 3 Julota TBD Kickoff meeting Agenda -Review worksheets, initial configuration, and integrations and data needs -Verify ROIs, consents, refusals, assessments, reports, and required data points -Identify the minimum set of requirements for launch (MVP) 4 Client 2 weeks from the kickoff meeting Deliver any outstanding documents2 and initiate contact with key parties for integrations and interfaces CONFIDENTIAL - DO NOT DISSEMINATE Page 1 of 2 DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 Step Responsible Party Time to Complete Task 5 Julota 2-6 weeks from completion of Step 4 Platform configuration and customization 6 Client 1 week from completion of MVP Client review and approval of platform and workflows 7 Julota 1 week from completion of Step 6 Scheduling Administrative1 & User training sessions 8 Julota 1 week from completion of Step 7 Soft launch Platform and workflow validation phase with a limited set of users/organizations 3 9 Julota 2 weeks from completion of Step 8 Full launch with Elite Support Services Testing complete. Engagement and Outcomes were successful 1.Begin the U-O Entry worksheet, this will be used during administrative training and is due prior to that scheduling (Step 7) 2.Example: Logo, Report samples. Any documents received after this point will be placed in the regular development queue and will not be considered part of Implementation. 3.Testing workflows, understandings, real-world scenarios,and user/organization engagement. This phase is to identify any holes or gaps in workflows, plans, responsibilities,or roles and requires involvement from all parties. Expect to give continuous feedback around Julota workflows and processes. CONFIDENTIAL - DO NOT DISSEMINATE Page 2 of 2 2 DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 09/17/2021 DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 Exhibit G page 33 of 54 4867-9064-2948.v1 Exhibit H Statement of Work No. 1 1. This Statement of Work No. 1 (“SOW”), effective on the date this SOW is fully executed (“Effective Date”), is made by and between TouchPhrase Development, LLC d/b/a Julota, which has a place of business at 102 S. Tejon St., Ste. 1100, Colorado Springs, CO 80903 (“Contractor”), and the City of Denton, Texas, which has a place of business at ______________________ (“City”), in exchange for the mutual promises contained herein, the receipt and legal sufficiency of which are acknowledged. Contractor and City shall be collectively referred by as the “Parties”. Contractor provides a platform for organizations: a) to provide services directly to individuals seeking assistance through it; b) to coordinate with other individuals or organizations to provide services to individuals seeking assistance that it does not provide directly; c) to cooperate with other organizations to identify services needed for individuals seeking assistance; or d) to assemble, monitor and direct Care Team(s) (defined below). 1. DEFINITIONS. 1.1 Care Team means multiple individuals or organizations used or assembled by or through City or on behalf of City or in conjunction with City to assist City, directly or indirectly, in providing to a Help Seeker (defined below) the assistance he or she seeks or requires. A Trusted Partner is part of a Care Team. 1.2 City Data means any data collected through the provision of these services, excluding publicly available data and data previously obtained by Contractor. City Data may include Personal Data. 1.3 City Website means the website owned and operated by City as identified in the applicable Order Schedule. 1.4 Contractor API means the Contractor application programming interface, scripts, widgets, embeddable snippets and other tools that allow City to integrate the City’s website or any other system of City with all or part of the Hosted Services. 1.5 Documentation means any user guide, help information and other documentation and information regarding the Hosted Service that is delivered by Contractor to City in electronic or other form, if any, including any updates provided by Contractor from time to time. 1.6 Health Privacy Laws means (i) the Health Insurance Portability and Accountability Act of 1996, as amended and including any implementing regulations (“HIPAA”); (ii) HITECH; (iii) 42 C.F.R. Part 2; and (iv) any other applicable federal or state statute, regulation, administrative or judicial ruling requiring a Party to protect the confidentiality, privacy and/or security of Personal Data and other healthcare-related information pertaining to Help Seekers. 1.7 Help Seeker(s) means the individual seeking assistance from or through the City for health or non-health related assistance. 1.8 Hosted Service means the real-time website service hosted by Contractor and provided to City from time to time. The Hosted Service includes any change, improvement, extension or other new version thereof that is developed or otherwise made available to City. 1.9 Personal Data means any personal information that Contractor collects, receives, or obtains, from City that does or can identify a specific individual or by or from which that specific individual may be identified, contacted or located, such as the individual’s name, address, social security number, or any information that applicable law defines as personally identifiable information. Personal Data may include Protected Health Information (defined below). 1.10 Platform means all ideas, concepts, inventions, systems, platforms, software, interfaces, tools, utilities, templates, forms, content, graphics, techniques, methods, processes, algorithms, code, know-how, trade secrets and other technologies, implementations and information that are used by Contractor in providing the Contractor services, including any innovations, revisions, enhancements, upgrades or improvements of the foregoing. 1.11 Protected Health Information or PHI shall have the same meaning as the term “protected health information” as defined under HIPAA. 1.12 Services means, collectively, the Hosted Service, Platform, Contractor API (if available or applicable), and Documentation, and the services as described in the applicable Service Order (defined below). 1.13 Trusted Partner means any organization that provides services to a Help Seeker through City utilizing the Hosted Service. 2. SERVICES. Subject to the terms and conditions of this Agreement, Contractor will provide City with access to the Services as described in each Service Order Document “Service Order”. The first Service Order will be Addendum A- 1 and each subsequent Service Order under this SOW will be designated “Addendum A-___”, completing the blank for each subsequent Service Order with the appropriate number, in ascending numerical order. Each Service Order must be executed by the Parties in order to be enforceable and will be subject to the terms of this SOW. In the event of any conflict between the terms and conditions of this SOW and the terms and conditions of a Service Order, the terms and conditions of the Service Order shall govern as to that Service Order only. City’s use of the Services is subject to this SOW and the applicable Service Order. Unless expressly stated otherwise in the applicable SOW, the Standard Contract Document and DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 901 B Texas St, Denton, TX 76209 page 34 of 54 4867-9064-2948.v1 Standard Contract General Conditions that are executed contemporaneously with this SOW will supersede inconsistent terms in the SOW or Service Order. 3. LICENSE GRANT. 3.1 License Grant to City. Subject to the terms and conditions of this SOW, Contractor grants City, during the term of the applicable Service Order and the term of this Agreement (whichever period is shorter), a non-exclusive, non-transferable right and license to access and use the Services as provided for in the applicable Service Order. The Services will also be provided pursuant to the service levels set forth in the Service Level Agreement (“SLA”), which is attached to this SOW as Addendum B. 3.2 License Restrictions for City. City shall not, directly or indirectly, permit any third party to: (i) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Services; (ii) modify, translate, or create derivative works based on the Services; (iii) rent, lease, distribute, sell, resell, assign, or otherwise transfer its rights to use the Services; (iv) make the use of the Services available to anyone other than for its own internal purposes; (v) use the Services for timesharing or service bureau purposes or otherwise for the benefit of a third party; (vi) remove any proprietary notices from the Services or any other Contractor materials furnished or made available hereunder; (vii) publish or disclose to third parties any evaluation of the Services; (viii) use the Services in automatic, semi-automatic or manual tools designed to create virus signatures, virus detection routines, or any other data or code for detecting malicious code or data; or (ix) use the Services to build a competitive product or service, or copy any features, functions or graphics of the Services. 3.3 API License. If provided for in the applicable Service Order, Contractor hereby grants City, during the term of the applicable Service Order, a nonexclusive, nontransferable, nonassignable, license to access and use the Contractor API solely in connection with its use of the Services. 3.4 License Grant to Contractor. Subject to the terms and conditions of this SOW, City grants Contractor, during the term of this Agreement and the applicable Service Order, a non-exclusive, non-transferable, non-sublicensable license for it to use City Data and its trademarks (the “Marks”) for the sole purpose of providing the Services or as otherwise set forth in this Agreement. City reserves all ownership and other rights in the City Data and the Marks not expressly included herein and nothing in this Agreement shall be deemed to convey or transfer to Contractor any ownership rights in or to the City Data or the Marks. Notwithstanding the foregoing, City understands that it may not be the exclusive owner of City Data. 3.5 License Restrictions for Contractor. Contractor’s license to the Marks is subject to the following restrictions: (i) all of Contractor’s uses of the Marks must be preapproved by City; (ii) Contractor shall not use any Marks in such a way as to give the impression that they are the property of anyone other than City; and (iii) Contractor shall comply with City’s trademark guidelines, if any, and any other reasonable requirements established by City concerning the style, design, display, and use of its Marks. City’s trademark guidelines, if any, are attached as Addendum C. 4. PRIVACY. Contractor may collect or store City Data, which may contain Personal Data concerning Help Seekers in connection with the provision of the Services. Contractor will comply with its non-disclosure obligations set forth in this Agreement. The Parties agree to comply with the requirements of all Health Privacy Laws. The Parties agree that Contractor will serve as a Business Associate with respect to certain Services it provides to City. Accordingly, as it applies to such Services, the Parties shall execute and abide by the terms set forth in the business associate agreement attached hereto and incorporated herein as Addendum D (“BAA”). 5. PASSWORDS/SECURITY/DISCLOSURE. 5.1 Passwords. City is responsible for maintaining the confidentiality of its passwords. City is solely responsible for any and all activities that occur under its account and all charges incurred from use of the Services accessed with City’s passwords. City agrees to notify immediately Contractor of any unauthorized use of City's account or any other breach of security known to City. Contractor shall have no liability for any loss or damage arising from City's failure to comply with these requirements. 5.2 Security. Contractor will maintain the Services at a third party hosting facility and will implement industry standard security precautions, which are intended to prevent unauthorized access to City Data. City acknowledges that, notwithstanding such security precautions, use of, or in connection to, the internet provides the opportunity for unauthorized third parties to circumvent such precautions and gain access to the Services and City Data. 5.3 Disclosure. City agrees that Contractor and its agents, which have agreed to confidentiality obligations at least as restrictive as Contractor’s obligations in this SOW, can access City Data and its account information in order to respond to its service requests and/or as necessary, in Contractor’s sole discretion, to provide City with the Services. Contractor will not otherwise disclose such data except if compelled by law, permitted by City, or pursuant to the terms of the BAA and the terms of Contractor’s Privacy Policy, which is available at www.Julota.com/privacy/ (the “Privacy Policy”), which is incorporated into this Agreement. The terms of this Agreement shall supersede any inconsistent terms in the Privacy Policy. 5.4 Permission to Disclose. By submitting any Help Seeker’s Personal Data to the Hosted Services and providing said Personal Data to Contractor for processing, City warrants that it has: (i) legal authority to disclose such Personal Data in compliance with applicable law, which includes without limitation, Health Privacy Laws and (ii) if required by applicable law, this Agreement, or Contractor’s Privacy Policy or other policies, the necessary permissions, authorizations and DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 35 of 54 4867-9064-2948.v1 consents from the Help Seekers that it enters Personal Data about through the Services and for the viewing and processing of their Personal Data and City Data by Contractor, its agents, third party service providers, other organizations utilizing the Hosted Services to provide assistance to Help Seekers, and Care Teams as set forth herein. 6. OWNERSHIP. 6.1 With the exception of City Data, the Platform, the Hosted Services, and all information, reports, studies, object and source code (including without limitation the Services and all modifications, enhancements, additions, upgrades, or other works based thereon or related thereto), flow charts, product documentation, diagrams, specifications, methods and other tangible or intangible material of any nature whatsoever produced through or as a result of or related to any product, service or deliverable (collectively, “Works”) or development of any data analytics or usage models hereunder, and all patents, copyrights, trademarks and other proprietary rights related to such Works and models, shall be the sole and exclusive property of Contractor, its Affiliates (defined below) or their third party providers (collectively, “Contractor Property”). Nothing in the Standard Contract Document, the Standard Contract General Conditions, or the SOW shall convey to City any title to or ownership of any Contractor Property. City hereby irrevocably assigns and transfers to Contractor, its Affiliates or their third party providers all rights, title, and interest in any such Works and models. “Affiliate” means an entity that controls, is controlled by, or under common control with a Party, where “control” means the direct or indirect ownership of more than 50% of the voting securities of such entity or Party. No rights are granted to City hereunder other than as expressly set forth herein. 6.2 City acknowledges and agrees that Contractor shall have the right to utilize data capture, syndication, and analysis tools, and other similar tools, to extract, compile, synthesize, and analyze any non-personally and non-City identifiable data or information resulting from City’s use of the Services (“Statistical Data”). Statistical Data does not include any Personal Data and may be collected by Contractor for any lawful business purpose without a duty of accounting to City, provided that the Statistical Data is used only in an aggregated form, without specifically identifying the source of the Statistical Data. Except for the limited rights granted herein, at no time shall Contractor acquire any ownership, license, rights or other interest in or to the City Data, all of which shall, as between City and Contractor, be and remain the confidential and proprietary information of City. 6.3 Contractor shall have a royalty-free, worldwide, transferable, sub-licensable, irrevocable and perpetual license to incorporate into the Services or otherwise use Statistical Data, any suggestions, enhancement requests, recommendations or other feedback Contractor receives from City. 7. CUSTOMER OBLIGATIONS. 7.1 Process. City shall assign two (2) representatives who will be responsible for all communications with Contractor related to the use of the Services. 7.2 Conduct. City is and will be solely responsible for its actions and the actions of its authorized users while using the Services. City is and will also be solely responsible for the actions of each Care Team and each of the Care Team’s officers, directors, members, employees, agents, contractors, subcontractors and individual(s) related to City’s use of the Services or the provision of assistance to any Help Seeker. City is and will be responsible for all claims made by a Care Team related to any transaction related to the Services. City acknowledges and agrees that Contractor is not liable for, or responsible to, remediate any issues found on City’s network or in City’s web traffic through the Services. In addition to the conduct restricted in Section 3.2 (License Restrictions for City), City agrees, on behalf of itself and its authorized user(s) to: (i) abide by all laws and regulations including, without limitation, all laws applicable to any service City provides or any Care Team provides to a Help Seeker and all laws applicable to the transmission of technical data exported from the United States through the Services and to wireless e-mail marketing and advertising; (ii) not to upload or distribute in any way content that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Services or another's computer or mobile device; (iii) not to use the Services for illegal, fraudulent, unethical or inappropriate purposes; (iv) not to interfere or disrupt networks connected to the Services or interfere with the ability of others to access or use the Services; (v) not to distribute, promote or transmit through the Services any unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene, pornographic, indecent, defamatory, hateful, racially, ethnically, unwanted or otherwise objectionable material of any kind or nature; (vi) not to transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability; (vii) not to interfere with another customer's use and enjoyment of the Services or another entity's use and enjoyment of similar services; (viii) not to engage in, or permit others to engage in, contests, chain letters or post or transmit "junk mail," "spam," "chain letters," or unsolicited mass distribution of e-mail; and (ix) to comply with all regulations, policies and procedures of networks connected to the Services, Contractor, or Contractor’s service providers, as the same may be promulgated from time to time. Contractor may remove any violating data on the website posted or stored using the Services or transmitted through the Services, without notice to City; however, Contractor has no obligation to do so. 7.3 If necessary to comply with applicable law to permit Contractor’s processing of City Data, City shall maintain privacy policies on its website and shall deliver printed hard copies of its privacy policies to each Help Seeker prior to entering any information about the Help Seeker through the Services. City will ensure that its practices for storing and safeguarding Help Seeker related information are consistent with industry privacy, security standards and all applicable DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 36 of 54 4867-9064-2948.v1 legal requirements. City must obtain the necessary authorizations and its privacy policy must include the following disclosures and terms sufficient to allow for: (i) the collection and processing of data from Help Seekers, including any Personal Data from a Help Seeker; (ii) Contractor’s processing of Help Seeker data; (iii) the use of Personal Data belonging to Help Seekers as contemplated in the provision of the Services and in the applicable Service Order; (iv) the maintenance and retention of Personal Data after assistance is rendered by City to a Help Seeker; v) the processing and sharing of Personal Data and other data of Help Seekers with other organizations utilizing the Hosted Services and by Care Teams; and (vi) the sharing and utilizing of each Help Seeker’s Personal Data and the aggregate data derived therefrom by Contractor. City shall be solely responsible for obtaining and maintaining documentation of any and all legally required written permissions, consents or authorizations from Help Seekers before a Help Seeker’s Personal Data is provided to Contractor or placed on the Platform. Any and all information provided by City to Contractor via the Hosted Services or any other Services relating to any Help Seeker’s permissions, consents or authorizations shall be accurate and valid. City shall notify Contractor, on a form provided and/or approved by Contractor, of any restrictions on the use or disclosure of a Help Seeker’s Personal Data that City is required to abide by to the extent that such restriction may affect Contractor’s use or disclosure of that Help Seeker’s Personal Data. City shall notify Contractor of any changes in, or revocation of, the permission, authorization or consent by a Help Seeker for City to disclose such Help Seeker’s Personal Data on the Platform. Notwithstanding the foregoing revocation or change in authorization, Contractor may retain copies of that data in read only format in order to comply with its statutory or regulatory requirements or to defend against a claim or complaint. 8. FEES AND TAXES. 8.1 Fees. City agrees to pay Contractor the fees set forth on the applicable Service Order for the Services, in accordance with the fees, charges, and billing terms set forth in this SOW (collectively, “Fees”). All Fees are quoted in United States currency. Except as otherwise provided in this Agreement, Fees are non-refundable. 8.2 Additional Charges. City shall pay travel and living expenses and other out-of-pocket expenses reasonably incurred by Contractor in connection with the Services. As applicable, such out-of-pocket expenses shall be incurred in accordance with Contractor’s then-current corporate travel and expense policy. If an out-of-pocket expense is listed in an Addendum, such expense may be changed to reflect changes issued by the applicable vendor. All expenses incurred by Contractor for which it seeks reimbursement from City must be preapproved in writing by City. 8.3 Payments. Unless stated otherwise on the applicable Service Order, all Fees are due and payable by City within thirty (30) days after the invoice date. Any payment not received from City by the due date shall accrue (except with respect to charges then under reasonable and good faith dispute), at the lower of one and a half percent (1.5%) of the outstanding balance per month (being 18% per annum), or the maximum rate permitted by law, from the date such payment is due until the date paid. City shall also pay all sums expended (including, without limitation, reasonable legal fees) in collecting overdue payments. 8.4 Taxes. All Fees set forth in this SOW are exclusive of all taxes and similar fees. 9. TERM. This SOW commences on the Effective Date and shall continue for one (1) year, unless earlier terminated in accordance with this SOW. Following the initial Term, this SOW shall renew for (4) four additional twelve (12)-month periods unless either party provides written termination notice 60 days prior to the end of the Term. 10. TERMINATION. 10.1 Breach. Except as otherwise provided in this Section 10, either Party shall have the right to terminate this SOW or the applicable Service Order upon written notice if the other Party has breached a material term of this SOW or the applicable Service Order and has not cured such breach within thirty (30) days of receipt of notice from the non- breaching Party specifying the breach. 10.2 Insolvency. Either Party shall have the right to terminate this SOW if (i) the other Party has a receiver appointed for it or its property; (ii) any proceedings are commenced by the other Party under a Chapter 7 bankruptcy; or (iii) the other Party is liquidated or dissolved. 10.3 Failure to Pay/City Conduct. Contractor shall have the right to suspend or terminate access to the Services, at its sole option, with or without notice to City, if: (i) any payment is delinquent by more than sixty (60) days, or (ii) if City breaches Sections 3.2, 5 or 7 of this SOW. 10.4 Immediate Termination. Contractor may immediately suspend or terminate this SOW or the applicable Service Order, in its sole and absolute discretion, if City violates Section 7.2 of this SOW or violates or misappropriates Contractor’s intellectual property rights related to the Services. 10.5 Effect of Termination. Termination of this SOW will terminate all Service Orders. Termination of the Standard Contract Document and Standard Contract General Conditions will terminate this SOW. Termination of an individual Service Order will only terminate that Service Order and will not result in the termination of this SOW, unless the Service Order provides otherwise. Contractor shall not be liable to City or any third party for suspension or termination of City’s access to, or right to use, the Services under this SOW. If City terminates this SOW or a Service Order pursuant to Section 10.1 or if Contractor terminates this Standard Contract Document and Standard Contract General Conditions, or this SOW, or a Service Order without cause, City will be obligated to pay the balance due for the Services up to the date of termination. If Contractor terminates the Standard Contract Document and Standard Contract General Conditions, or this SOW or a Service Order pursuant to Section 10.1 or if City DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 37 of 54 4867-9064-2948.v1 terminates the Standard Contract Document and Standard Contract General Conditions, or this SOW or a Service Order without cause, City shall pay any unpaid fees through the date of termination and shall pay any unpaid fees covering the remainder of the term of all SOWs, if the Standard Contract Document and Standard Contract General Conditions are terminated, the Service Orders if the SOW is terminated, or the applicable Service Order, if only the Service Order is terminated. Upon the effective date of termination of this SOW for any reason, City’s access to the Services will terminate and City shall cease accessing and using the Services immediately and Contractor shall cease use immediately of any Marks. With the exception of Statistical Data, upon termination of this Agreement, Contractor will export all Customer Data to an industry standard format and return it to Customer. Sections 3.2, 4, 5, 6, 8 through 16 and 18 of the Standard Contract Document and Standard Contract General Conditions or this SOW shall survive termination for any reason. 11. CONFIDENTIALITY. 11.1 Obligations. To the extent permitted by law: Each of the Parties agrees to maintain in confidence any proprietary or non-public information of the other Party, whether written or otherwise, disclosed by the other Party in the course of performance of the Standard Contract Document and Standard Contract General Conditions and this SOW that a Party knows or reasonably should know is considered confidential by the disclosing Party (“Confidential Information”). The Parties hereby agree the terms and conditions of this SOW, and any discussions related to the Services shall be considered Confidential Information. Confidential Information also includes: (i) trade secrets and proprietary information (including that of any client, supplier or licensor); (ii) customer lists, client lists, business plans, information security plans, business continuity plans, requests for proposals or requests for information and responses to such requests that the Parties may change after the Effective Date, and proprietary software programs; and (iii) any other information received from or on behalf of a disclosing party that is marked confidential or that the recipient of the information could reasonably be expected to know is confidential. The receiving Party shall not disclose, use, transmit, inform or make available to any entity, person or body any of the Confidential Information, except as a necessary part of performing its obligations hereunder, and shall take all such actions as are reasonably necessary and appropriate to preserve and protect the Confidential Information and the Parties’ respective rights therein, at all times exercising at least a reasonable level of care. Each Party agrees to restrict access to the Confidential Information of the other Party to those employees or agents who require access in order to perform their obligations under this SOW and who agreed to be bound by these obligations of confidentiality and non-disclosure. Except as otherwise expressly provided in this SOW, upon termination of this SOW for any reason, and at the request of the disclosing Party, the receiving Party shall promptly return or destroy (at the disclosing party’s option), all copies of the other Party’s Confidential Information. Notwithstanding the foregoing, each Party may maintain archival copies of Confidential Information for the applicable statutory periods. 11.2 Exclusions. Confidential Information shall not include any information that is (i) already known to the receiving Party at the time of the disclosure; (ii) publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the receiving Party; (iii) subsequently disclosed to the receiving Party on a non-confidential basis by a third party not having a confidential relationship with the other Party hereto that rightfully acquired such information; (iv) communicated to a third party by the receiving Party with the express written consent of the other Party hereto; or (v) requests for information pursuant to the Freedom of Information Act, or any open-records or public disclosure laws, provided an exemption to said disclosure or other law superseding the requirement for disclosure does not apply, and provided that the disclosure does not include data solely stored in the Hosted Service. A disclosure of Confidential Information that is legally compelled to be disclosed pursuant to a subpoena, summons, order or other judicial or governmental process shall not be considered a breach of this SOW; provided the receiving Party provides prompt notice of any such subpoena, order, or the like to the other Party so that such Party will have the opportunity to obtain a protective order or otherwise oppose the disclosure. 12. WARRANTY. 12.1 Disclaimer of Warranties. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS,” AND, TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, CONTRACTOR MAKES NO AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS, IMPLIED WARRANTIES OR MERCHANTABILITY, WITH RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE SERVICES (IN WHOLE OR IN PART) OR ANY OTHER PRODUCTS OR SERVICES PROVIDED TO CUSTOMER BY CONTRACTOR, OR OTHERWISE UNDER THESE TERMS. WITHOUT LIMITING THE FOREGOING, CONTRACTOR DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT USE OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CONTRACTOR DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE SERVICE DUE TO INAPPROPRIATE OR DEFECTIVE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS, PROBLEMS RELATED TO THE SERVICES OR ITS USE, LOSS OF PERSONAL CONTENT, OR ANY OTHER DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 38 of 54 4867-9064-2948.v1 REASONS. CONTRACTOR ALSO EXPLICITLY DISCLAIMS ANY WARRANTIES RELATED TO BUSINESS RESULTS THAT MAY BE OBTAINED BY USE OF THE SERVICES AND SPECIFICALLY STATES NO SUCH REPRESENTATIONS ARE OR HAVE BEEN MADE TO CUSTOMER. CUSTOMER WILL BE SOLELY RESPONSIBLE FOR (I) ESTABLISHING AND MAINTAINING AN INTERNET CONNECTION SUFFICIENT FOR THE SERVICES TO FUNCTION PROPERLY, (II) THE CONTENT AND EFFICACY OF ALL MARKETING INITIATIVES, AND (III) FULFILLING ALL ITS OBLIGATIONS TO HELP SEEKERS IN CONNECTION WITH THE USE OF THE SERVICES. CUSTOMER WILL FOLLOW PROPER BACK-UP PROCEDURES FOR ANY OTHER PROGRAMMING AND ALL DATA TO PROTECT AGAINST LOSS OR ERROR RESULTING FROM THE USE OF ANY EQUIPMENT OR THE SERVICES. CUSTOMER AGREES THAT CONTRACTOR AND THE PLATFORM AND SERVICES DO NOT MAKE CLINICAL, MEDICAL OR OTHER DECISIONS OR RECOMMEND, ENDORSE OR MAKE ANY MEDICAL, CLINICAL OR RELATED REPRESENTATIONS OR WARRANTIES. CUSTOMER ASSUMES ALL RESPONSIBILITY IN CONNECTION WITH DISCLOSING CUSTOMER DATA ON THE PLATFORM. 12.2 Open Source. Parts of the software for the Services may be subject to the GPL (General Public License) for open source software, and all warranties are disclaimed for such parts by the Free Software Foundation, Inc. See the GNU General Public License for more details. Similarly, parts of such software may be subject to the MIT License for open source software, and therefore, the following restrictions: MIT grants permission, free of charge to any person obtaining a copy of the software and associated documentation files, to deal in the software without restriction, including without limitation the rights to use, copy, modify, merge, publish, distribute, sublicense, and/or sell copies of the software, and to permit persons to whom the software is furnished to do so, subject to the following conditions and notwithstanding anything to the contrary in this Agreement: the software is provided “AS IS” without warranty of any kind, express or implied, including but not limited to, the warranties of merchantability, fitness for a particular purpose and non- infringement, In no event shall the authors or copyright holders be liable for any claim, damages or other liability, whether in an action of contract, tort or otherwise, arising from, out of or in connection with the software or the use of other dealings in the software. 12.3 Mutual Warranties. Each party represents and warrants that: (i) it does not have any contractual obligations that would prevent it from entering into this Agreement; and (ii) it will comply with all laws and regulations directly applicable to its performance of its obligations under this Agreement or its use of the Services. 13. INDEMNIFICATION. Contractor shall indemnify, defend, or at its option settle, any third party claim or suit based on any third party claim or suit based on a claim that the provision of the Services violate applicable law or that the Services (excluding any third party software) violate, infringe or misappropriate any United States patent, copyright, trademark or trade secret and Contractor shall pay any final judgment entered against City in any such proceeding or agreed to in settlement; provided (i) Contractor is promptly notified in writing of such claim or suit, (ii) Contractor or its designee has sole control of such defense or settlement, and (iii) City gives all information and assistance requested by Contractor or such designee. To the extent that use of the Services is enjoined, Contractor may at its option either (a) procure for City the right to use the Services, (b) replace the Services with other suitable products, or (c) refund the prepaid portion of the Fee(s) paid by City for the Services or the affected part thereof. Contractor shall have no liability under this Section 13 or otherwise to the extent a claim or suit is based upon (1) use of the Services in combination with software or hardware not provided by Contractor if infringement would have been avoided in the absence of such combination, (2) modifications to the Services not made by Contractor, if infringement would have been avoided by the absence of such modifications, or (3) use of any version other than a current release of the Services, if infringement would have been avoided by use of a current release. THIS SECTION 13 STATES CONTRACTOR’S ENTIRE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR INTELLECTUAL PROPERTY VIOLATION, INFRINGEMENT AND MISAPPROPRIATION CLAIMS BASED ON THE SERVICES. 14. LIMITATION OF LIABILITY. 14.1 . Limitation on Direct Damages. EXCEPT FOR CONTRACTOR’S INDEMNIFICATION OBLIGATIONS IN SECTION 13, IN NO EVENT SHALL CONTRACTOR’S AGGREGATE LIABILITY, IF ANY, ARISING OUT OF OR IN ANY WAY RELATED TO THIS SOW EXCEED 3-TIMES THE FEES PAID BY CUSTOMER FOR THE SERVICES FOR THE PERIOD OF TWELVE (12) MONTHS PRIOR TO THE EVENT THAT DIRECTLY GAVE RISE TO THE DAMAGES CLAIMED, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE; PROVIDED, HOWEVER, ANY DAMAGES RECOVERABLE AND PAID UNDER CONTRACTOR’S INSURANCE POLICIES, WHICH ARE DESIGNATED BY THE INSURANCE PROVIDER AS PAYMENT FOR CITY’S LOSS, OR THE AMOUNT DESIGNATED FOR THE LOSSES OF ALL OF CONTRACTOR’S CUSTOMERS THAT EXCEEDS CONTRACTOR’S TOTAL LIABILITY TO ITS CUSTOMERS, ARE NOT SUBJECT TO SUCH CAP. 14.2 Waiver of Consequential Damages. EXCEPT FOR CONTRACTOR’S INDEMNIFICATION OBLIGATIONS IN SECTION 13, IN NO EVENT SHALL CONTRACTOR BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOSS OF DATA (EXCEPT FOR ANY LOSS OF DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 39 of 54 4867-9064-2948.v1 DATA CAUSED BY CONTRACTOR’SGROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT) OR LOSS OF PROFITS, WITHOUT REGARD TO WHETHER SUCH CLAIM IS BASED IN CONTRACT, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF CONTRACTOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 14.3 No Liability for Wrongful Third Party Disclosures. Notwithstanding anything to the contrary herein, Contractor will have no liability to City or any other organization or individual related to the wrongful disclosure by City, the Care Team, a Trusted Partner or any director, officer, employee, agent or service provider of the foregoing. 15. NON-SOLICITATION. During the term and for a period of twelve (12) months thereafter, Contractor and City shall not knowingly, directly or indirectly, solicit, recruit, employ or contract with any employees of one another. 16. INSURANCE. Contractor will maintain (and shall cause each of its agents, independent contractors and subcontractors performing any services hereunder to maintain) at its sole cost and expense at least the following insurance covering its obligations under this SOW: 16.1 Commercial General Liability. With coverage of not less than One Million Dollars ($1,000,000) each occurrence (for bodily injury and for damage to property); including coverage for premises and operations, contractual liability, broad form property damage and products and completed operations and Three Million Dollars ($3,000,000) in the aggregate. 16.2 Cyber Liability Insurance. With coverage of not less than Three Million Dollars ($3,000,000) in the aggregate which shall include at a minimum coverage for (i) unauthorized access by an outside party, which may take the form of a “hacker attack” or a “virus” introduced by a third party; (ii) failure to prevent a party other than an insured from unauthorized access to, use of, tampering with or introduction of malicious code into data, programs or systems; and (iii) breach of City’s data. 16.3 Policy Terms. Such insurance shall name City as an additional insured. A blanket endorsement or an additional insured endorsement evidencing the policy shall be provided to City upon execution. Contractor shall provide City with written notice of any policy cancellation within thirty (30) days of the receipt of such notice. Contractor shall obtain replacement insurance policies meeting the requirements of this Section 16. 17. GENERAL. 17.1 Notices. All notices to a Party shall be in writing and sent to the addresses specified in this Agreement (and in the case of Contractor, to the attention of the Chief Operating Officer) or such other address as a Party notifies the other Party, and shall be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; three days after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. 17.2 Dispute Resolution. Before initiating legal action against the other Party relating to a dispute herein, the Parties agree to work in good faith to resolve disputes and claims arising out of this Agreement. To this end, each Party may request that the other Party designate an officer or other management employee with authority to bind such Party to meet to resolve the dispute or claim. If the dispute is not resolved within 30 days of the commencement of informal efforts under this paragraph, either Party may pursue formal legal action. This paragraph will not apply if expiration of the applicable time for bringing an action is imminent and will not prohibit a Party from pursuing injunctive or other equitable relief to which it may be entitled. 17.3 Assignment. Neither Party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of Contractor (not to be unreasonably withheld). Notwithstanding the foregoing, either Party may assign this SOW in its entirety (including all SOWs), without consent of the other Party, in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that, in the case of City, the assignment is not to a direct competitor of Contractor. In the event that either Party assigns its rights or obligations hereunder, in violation of this Section, either Party may at its election, terminate this SOW, provided it does so within sixty (60) days of the date that written notice of the assignment is provided to the non-assigning Party. Subject to the foregoing, this SOW shall bind and inure to the benefit of the parties, their respective successors and permitted assigns. 17.4 Entire Agreement. The Contract (City Contract #7805) (“Contract”) and the exhibits to the Contract, which include this SOW and its addenda and appendices, constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of the foregoing referenced documents shall be effective unless in writing and either signed or accepted electronically by the Party against whom the modification, amendment or waiver is to be asserted. 17.5 Force Majeure. Neither Party shall be in default if its failure to perform any obligation under this SOW is caused solely by supervening conditions beyond that Party’s reasonable control including, without limitation, acts of God, civil commotion, war, strikes, pandemic, labor disputes, third party Internet service interruptions or slowdowns, vandalism or “hacker” attacks, acts of terrorism or governmental demands or requirements. 17.6 No Third Party Beneficiary Rights. This SOW is not intended to and shall not be construed to give any third party any interest or rights (including, without limitation, any third party beneficiary rights) with respect to or in connection with DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 40 of 54 4867-9064-2948.v1 any agreement or provision contained herein or contemplated hereby. 17.7 Headings. The headings of the sections of this SOW are for reference only and shall not modify, define or limit any of the terms or provisions of this SOW. 17.8 Severability. If any provision of this SOW shall be held to be illegal, invalid or unenforceable, that provision will be enforced to the maximum extent permissible so as to affect the intent of the parties and the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 17.9 Construction. This SOW has been negotiated by the Parties and will be fairly interpreted in accordance with its terms and without any strict construction in favor or against any Party. 17.10 Counterparts and Signatures. This SOW and any Service Orders, exhibits, addenda and amendments may be executed in counterparts, each of which shall be deemed an original and which shall together constitute one instrument. Each Party may execute this SOW and any Service Orders, exhibits, addenda or amendment hereto in the form of an electronic record utilizing electronic signatures, as such terms are defined in the Electronic Signatures in Global and National Commerce Act (15 U.S.C. § 7001 et seq.). City and its affiliates will not dispute the validity or authenticity of electronic signatures submitted to Contractor by City or its affiliates, nor will City or its affiliates dispute the legal authority, validity or authenticity of those who sign with such electronic signatures to bind City and its affiliates. Electronic signatures by City and its affiliates, as well as signatures by either Party transmitted by facsimile or electronically via PDF or similar file delivery method, shall have the same effect as an original signature. 17.11 Federal Government End Use Provisions. If City is a U.S. federal government end user, the Services are a “Commercial Item” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as those terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202. Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, these Services are licensed to City with only those rights as provided under the terms and conditions of this SOW. Each Party hereto has caused this SOW to be executed by its authorized representative with effect from the Effective Date. TouchPhrase Development, LLC d/b/a Contractor By: _________________________________________ Name: _________________________ Date: ___________ Title: __________________________________________ City of Denton, Texas (“City”) By: _________________________________________ Name: _________________________ Date: ___________ Title: __________________________________________ DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 CEO Scott Cravens 11/27/2021 Interim City Manager Sara Hensley 12/15/2021 page 41 of 54 4867-9064-2948.v1 ADDENDUM A Service Order No. 1 Service and Fees This Service Order No. 1 (“Service Order”) is entered as of __________ 2021 (the “Effective Date”) by and between TouchPhrase Development, LLC d/b/a Julota (“Contractor”) and the City of Denton, Texas (“City”). Except as otherwise specifically provided herein, the terms and conditions of the Statement of Work between Contractor and City dated __________ (the “SOW”) are incorporated herein by reference. Any capitalized term used but not defined in this Service Order shall have the meaning first assigned to it in the SOW. A. Term: The term of this Service Order is set forth in Appendix 1 to this Service Order (the “Service Order Term”). B. License and Deliverables: 1. Services: Subject to the terms of the SOW, Contractor will license to City access to a web-based and mobile integrated software for tracking services provided to Help Seekers on the Platform, which is called "Julota." City and its authorized users may access the Services for the purpose of providing short or long-term Help Seeker contact, tracking, monitoring and care. City will, through the administration panel of Julota, create and authorize new authorized users. Julota software will allow City and its authorized users to communicate action steps necessary to integrate and coordinate the care of Help Seekers. 2. Authorized users: Authorized users may be individuals from City's organization or Care Teams and their employees. City may authorize an unlimited number of authorized users to access Contractor Impact through City's license. 3. Usage and Storage: The amount of usage of the Hosted Services (not including enrollments) and data storage is unlimited. 4. Excess Hosted Service Usage Fee: $0 5. Service Levels: Contractor will provide general support for Contractor Impact as provided for in the SLA attached as Exhibit “B” to the SOW. C. Fees and Expenses: 1. Fees and expenses will be as provided in Appendix 1 to this Statement of Work. 2. Payment: All payments shall be paid within 30 days of the date on the invoice. Payments should be made payable to “Julota” and sent to the following address: Julota Attention: Accounting Department 102 S. Tejon St., Suite 1100 Colorado Springs, CO 80903 Contractor may change the payment method provided it does so in writing to City. Payments not paid within 30 days of the date on the invoice will be charged at the lower of one and a half percent (1.5%) of the outstanding balance per month (being 18% per annum), or the maximum rate permitted by law, from the date such payment is due until the date paid, whichever is lower. City shall also pay all sums expended (including, without limitation, reasonable legal fees) in collecting overdue payments. C. Schedule: Upon execution of the SOW and this Service Order, provided the fee for the Initial Term is paid upon execution of this SOW, Contractor will commence the planning and execution of the Services with the intent of launching the Services for City within the timelines provided by the Contractor in their RFP response. DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 12/14/2021 12/14/2021 page 42 of 54 4867-9064-2948.v1 D. Service Changes: Contractor reserves the right, in its sole discretion, to make any changes to the Services that it deems necessary or useful to: 1. maintain or enhance (i) the quality or delivery of the Services for its customers, (ii) the competitive strength of or market for Contractor’s services, or (iii) the cost efficiency or performance of the Services; or 2. to comply with applicable Law. Notwithstanding the foregoing, in no event will such Contractor initiated changes result in increased cost to City during the term of this Service Order. City understands that daily and weekly Contractor initiated changes may occur without advance notice and such changes are for the purpose of bug fixes and minor improvements. During the term of this Service Order, Contractor shall provide to City at no additional charge the following: 1. any and all changes that it develops with respect to the Services, unless such changes are considered optional to the City and bear additional costs to Contractor outside of costs for Contractor initiated implementation and development; 2. any and all changes required by federal or state governmental, or professional regulatory mandates related to the City’s use of the Services; and 3. the Documentation associated with any changes. Without limiting the foregoing, City may, at any time during the Term, request in writing changes to the Services. The Parties shall evaluate the requested changes and, if agreed, implement all such requested changes in accordance with a mutually-agreed change order. No requested changes will be effective unless and until memorialized in a written change order signed by both Parties. E. Subcontractors: Contractor may from time to time in its discretion engage third parties to perform Services (each, a “Subcontractor”) F. On-Site Resources: Any Contractor personnel visiting City’s facilities shall comply with all applicable City policies regarding access to, use of, and conduct within such facilities. City will provide copies of such policies to Contractor upon request. G. City Acknowledgments: City shall be responsible for purchasing, acquiring and installing all hardware associated with the Agreement and this SOW. City shall also be responsible for all training not expressly provided for in Appendix 1 of this Service Order. Contractor has no responsibility related to any of the hardware, including, but not limited to, in-store hardware (iPads, cables, cases, etc.). Contractor may advise City regarding proper deployment of Services, but such advice is without warranty and provided “As Is”. H. Definitions: 1. “Dataset Migration” is the process of selecting, preparing, extracting, and transforming data from one computer storage system to another.” 2. “Monthly Active Client(s)” is a Help Seeker whose name has been added to the Hosted Services, through City’s subscription to the Services, for a service, encounter or enrollment. 3. "Annualized Monthly Clients" is the average number of Monthly Active Clients in the preceding twelve (12) months before the end of the preceding Service Order term multiplied by twelve (12). If the preceding term was DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 43 of 54 4867-9064-2948.v1 less than twelve (12) months, then the average will be based on those months that Services were provided. If this is the first term for the provision of Services, Contractor and City will agree upon an estimated number to be used as the Annualized Monthly Clients, which will be reflected in the schedule for Fees in Appendix 1 of this Service Order. Each party hereto has caused this Statement of Work to be executed by its authorized representative as of the Effective Date. TouchPhrase Development, LLC d/b/a Julota City of Denton, Texas (Contractor”) (“City”) By: _________________________________________ By: _________________________________________ Name: _________________________ Date: ___________ Name: _________________________ Date: ___________ Title: __________________________________________ Title: _________________________________________ DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 11/27/2021Scott Cravens CEO Interim City Manager 12/15/2021Sara Hensley page 44 of 54 4867-9064-2948.v1 Appendix 1 to Service Order Document No. 1 This Appendix 1 to the Service Order Document No. 1 (“Appendix”), except as otherwise specifically provided herein, incorporates by reference the terms of the SOW and the Service Order. Any capitalized term used but not defined in this Appendix shall have the meaning first assigned to it in the Service Order and, to the extent not defined in the Service Order, then the meaning assigned to it in the SOW. Contractor will provide the Services according to the selected pricing option: 1. Term: The term of the Service Order will be for one (1) year from the Effective Date and ending 11:59:59 p.m. MT on _____________ the “Term”), after which date this Service Order shall automatically renew for successive 1-year periods, not to exceed five (5) years (each, a "Renewal Term"), or until such time as either party elects not to renew this Service Order by providing written notice of non-renewal to the other party at least 60 days prior to the expiration of the Initial Term or the current Renewal Term. 2. Fees (the following fees do not include applicable taxes): One Time Fee Schedule: Units: Price per Unit: Total: Implementation Package per Hub: 1 $ 4,800 $ 4,800  Workflow understanding and guidance 2 Included Included  Module per Hub 2 Included Included  PDF Workflow Training Documents: 1 Included Included  Premium Launch Support (7 days): 1 Included Included  Sixty (60) minute video training session: 2 Included Included  Custom Forms and Assessments: 1 Included Included  Dataset Migration: 1 Included Included Onboarding Trusted Partners 1 $ 200 $ 200 Interfaces per Hub 1 $ 1,200 $ 1,200 CJIS/SAMHSA 42 CFR Part 2 Workflow Validation 0 $ 6,000 $ 0 TOTAL ONE-TIME FEES: $ 6,200 Recurring Annual Fees Schedule (non-refundable): Units: Unit Price Price: Software License 1 $ 8,450 $ 8,450 Services: 4 $ 300 $ 1,200 Hubs: 1 $ 5,000 $ 5,000 Interfaces: 1-Directional 0 $ 0 $ 0 2-Directional 1 $ 2,400 $ 2,400 2-Directional with VPN 0 $ 3,000 $ 0 Advanced Interface 1 $ 9,200 $ 0 Trusted Partner Organizations: 1 $ 100 $ 100 Resources 0 $ 0 $ 0 Average Monthly Active Clients x 12 1500 $ 4 $ 6,000 Modules: Client Notifications 0 $ 1,200 $ 0 Surveys: 0 $ 600 $ 0 Digital Faxing: 0 $ 600 $ 0 AJA LEAD 0 $ 900 $ 0 Enrollments 0 $ 900 $ 0 DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 12/14/2022 page 45 of 54 4867-9064-2948.v1 Clinical: 1 $ 900 $ 900 Compliant Workflows: 42 CFR pt 2 0 $ 4,200 $ 0 CJIS 0 $ 4,200 $ 0 Custom Report (up to 20 fields) 0 $ 1,200 $ 0 Data Extraction 0 $ 1,200 $ 0 Embedded Tableau 0 $ 3,000 $ 0 Hosted Tableau 3yr Com 0 $14,850 $ 0 Add'l Hosted VPNs 0 $ 600 $ 0 Hosted Creator 0 $ 2,000 $ 0 Hosted Explorer 0 $ 500 $ 0 Hosted Viewer 0 $ 250 $ 0 TOTAL RECURRING FEES: $ 24,050 Julota Basic Support Services: Units: Price per Unit: Total: Yearly Julota Basic Support Service 1 $ 4,800 $ 4,800 Included for each Hub: Access to Implementation Specialists up to 3 hours per month: 1 Included Included Help Desk access via web portal 1 Included Included Email access 1 Included Included Severity response for critical issues via hotline - 4 hours 1 Included Included * Post-implementation Development time charged $225/hour 1 Included Included TOTAL ONE-TIME FEES: $ 4,800 Julota Project Manager Consultant: Units: Price per Unit: Total: Julota Project Manager Consultant 1 $ 8,750 $ 8,750  Included for each Hub: o Provide technical consulting Included Included o Provide business consulting Included Included o Provide product expertise Included Included o Produce and manage client-facing documentation Included Included o Direct implementation to client goals and timelines Included Included  Dataset Migration: 1 Included Included TOTAL ONE-TIME FEES: $ 8,750 GRAND TOTAL FEES FOR YEAR ONE: $43,800 2. For the completion of the Dataset Migration, City is responsible for providing its “data dictionary,” which provides the name of the data fields in the old system, the definition of each data field, and the name of the field it is being moved to on Contractor’s system. 3. If City exceeds the estimated number of Monthly Active Clients during a year, it will not be charged for additional Monthly Active Clients, but Contractor reserves the right to adjust the fee for Monthly Active Clients in the following year. 4. On an annual basis, the fees set forth in the “Recurring Annual Fees Schedule” may be increased by Contractor in accordance with the increase with the most recently published United States of America Consumer Price Index plus two percent (2%). DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 46 of 54 4867-9064-2948.v1 5. Additional services listed above may be purchased at any time by City by providing written notice to Contractor requesting the additional services. The rates set forth above in the “Recurring Annual Fees Schedule” are valid if ordered during the Term for Non-Recurring Term subscriptions and during the Initial Term for Auto-Renew Term subscriptions. Thereafter, the rates will be at the then current rates set by Contractor. 6. The fees in the “Recurring Annual Fees Schedule” are based upon anticipated usage for the first year of the Term and then based on anticipated or actual usage for any additional years following the first year of the Term. Each party hereto approves of and accepts the terms of this Appendix. ***Signature Page Follows*** TouchPhrase Development, LLC d/b/a Julota City of Denton, Texas (Contractor”) (“City”) By: _________________________________________ By: _________________________________________ Name: _________________________ Date: ___________ Name: _________________________ Date: ___________ Title: __________________________________________ Title: _________________________________________ DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 11/27/2021 CEO Scott Cravens Interim City Manager Sara Hensley 12/15/2021 page 47 of 54 4867-9064-2948.v1 ADDENDUM B Service Level Agreement In performing the Services for City, Contractor’s level of performance shall be at least equal to or exceed the Service Levels set forth in this Service Level Agreement (this “SLA”) at all times during the Term of the applicable Service Order Document. The City will be receiving “Basic Services.” A. Definitions. Unless otherwise defined in this Addendum, the capitalized terms in this Addendum have the following meaning. Defined terms that are not defined in this SLA will have the same meaning as in the Statement of Work. 1. “Authorized User” is a person who has been granted authority to use the Services by the City Representative. 2. “Availability” means that the Services are readily available to City and operating without material Error, excluding any Outages and “Low” level incidents (defined below). 3. “City Representative” means the single person that City has designated in writing to Contractor to be its City Representative. City may change the City Representative by written notice to Contractor. Only one person may be designated as City Representative at any time. In addition to the authority designated in this Addendum, the City Representative is awarded all rights designated to Authorized Users (e.g., the ability to contact the Support Desk). Only the Authorized Users may contact the Support Desk. 4. “Emergency Maintenance” means the downtime required by Contractor for upgrading or maintaining the Services; provided, that Contractor has given City at least twenty-four hours prior written notice of such downtime, provided that Emergency Maintenance does not exceed five (5) hours per month, and provided that Emergency Maintenance does not occur more than six (6) times per year. 5. “Failure” means any failure of Contractor to meet a Service Level requirement; but excludes those failures attributable to a Force Majeure event. 6. “Monthly Availability Percentage” means the amount equal to the total number of minutes (multiply the number of calendar days in any given month by the product of 24 times 60) in the applicable calendar month, minus the total Outage time for that month, then divided by the total number of minutes. 7. “Outage” means the period (measured in minutes) that the Services are not readily available to City and/or are operating with material Error; but shall not include: (i) Scheduled Downtime (which will not exceed ten (10) hours in aggregate per month); (ii) emergency maintenance activities which will not exceed five (5) hours per month; (iii) periods of unavailability attributable to City’s negligent acts or omissions; or intentionally wrongful conduct; (iv) periods of unavailability outside of Contractor’s reasonable control or a force majeure event; or (v) City’s failure to timely respond to Contractor in connection with the resolution of any Problem. 8. “Regular Release” means releases of minor product updates for upgrading or maintaining the Services; provided that there shall be no more than two regular releases per week and downtime for these weekly releases does not exceed fifteen (15) minutes for each release. 9. “Scheduled Downtime” means the downtime required by Contractor for upgrading or maintaining the Services; provided, that (i) such downtime occurs between the hours of 22:00 MT USA and 5:00 MT USA (or such other hours that City has previously and specifically approved in writing); and (ii) Contractor has provided five (5) business days prior written notice of such downtime. This may also be referred to as “Scheduled Maintenance”. (iii) not to exceed 4 hours each month. 10. “Support Desk” is a resource that provides administrative support and technical support to Authorized Users. B. Technical Support. 1. Contact Methods. Contractor will make available to the Authorized Users two means of contacting the Support Desk: a telephone number (“Support Hotline”) and email (“Support Email”). a. Email Support: Contractor-Support@julota.com b. Web Portal: http://support.julota.com 2. User Support Hours. Unless otherwise stated, standard user support hours are Monday – Friday from 9 AM to 9 PM Mountain Time with the exception of state and Federal holidays. In the event calls or emails are received DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 48 of 54 4867-9064-2948.v1 outside of User Support Hours, Contractor will address the Authorized User’s query during User Support Hours with the exception of Critical events (as discussed below). 3. Technical support will be limited to the permissions of the Authorized User, which will be determined by the City Representative pursuant to the “Protocol Authorization Form,” a sample of which is attached as “Annex A” in blank format. The permissions will be defined in the Protocol Authorization Form. The Protocol Authorization Form will set forth the Authorized User’s permissions granted to him or her. 4. At the time that the Authorized User contacts the Support Desk, the Authorized Users permissions will be verified in order to determine the scope of support that may be granted. If an Authorized User does not have sufficient permissions (e.g., they are attempting to report an issue for an area that they do not have the authority to access, the event will be deemed unreported). C. Severity Levels and Response Times. The following are a description of the service levels and the service level response times: 1. Critical. An incident with a severity level of “Critical” is defined as one that produces an emergency situation (e.g., system down) in which the Services are substantially or completely non-functional or inoperable. In the event of a Critical incident, the Authorized User shall contact the Support Desk to report the problem. If the reported event is Critical and outside of User Support Hours, the Authorized User shall contact the Support Desk via the Support Email, which is monitored 24x7x365, excluding State and Federal holidays. The Support Desk will contact the Authorized User, who reported the incident within four (4) hours to diagnose and begin remediation of the event, and will use commercially reasonable efforts to resolve the event as soon as is reasonably possible under the circumstances. Any Authorized User may contact the support desk to report a Critical incident, even if the issue in question relates to a portion of Contractor that is not under the purview of the Authorized User’s permissions. In this case, the Support Desk will take the report of the issue, but will not contact the reporting user with resolution, but instead, will contact the City Representative to report resolution. 2. High. An incident with a severity level of “High” is defined as one that produces a detrimental situation in which the Services are usable, but materially incomplete; performance (response time) of the Services is degraded substantially such that there is a severe impact on use under reasonable loads; one or more mainline functions or commands is inoperable; or the use is otherwise significantly impacted. If the reported event is a High severity, the Support Desk will contact the Authorized User who reported the event within eight (8) User Support Hours to diagnose and begin remediation of the event, and will use commercially reasonable efforts to resolve the event with five (5) business days. Any authorized user may contact the support desk to report any issue, even if the issue in question relates to a portion of Contractor that is not under the purview of the authorized user’s permissions. Notwithstanding the foregoing, if the Authorized User that reported the event is not under the purview of the Authorized User’s permissions, the Support Desk will take the report of the issue, but will not contact the reporting user with resolution, but instead, will contact the City Representative to report resolution. 3. Low. An incident with severity level of “Low” is defined as one that produces an inconvenient situation in which the Services are usable but do not provide a function in the most convenient or expeditious manner and the Authorized User suffers little or no significant impact. If the reported event is Low severity, Contractor will attempt to resolve the event in a commercially reasonable manner in future maintenance releases. Only the Authorized User may contact the support desk to report the issue. DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 49 of 54 4867-9064-2948.v1 Basic Services Premium Services Elite Services Coverage Business Hours Business Hours 24/7 Response Time Critical 4 hours via email 2 hours via hotline 1 hour via hotline High 2 business days via email 1 business day via hotline or email ½ business day via hotline or email Low 3 business days via email 1 business day via email 1 business day via email D. Availability and Responsiveness City 1. Monthly Availability Percentage. Contractor shall maintain Availability of the hosting Services in accordance with at least the following Monthly Availability Percentage (as defined in this Exhibit B below): Monthly Availability Percentage 99% 2. Failure to meet Monthly Availability Percentage. In the event of a Failure by Contractor to meet the Monthly Availability Percentage set forth above in any calendar month during the Term, Contractor shall issue City a service credit (“Service Credit”) as follows: Performance Level Monthly Availability Percentage Service Credit 1 Between 97% and 99.8% 2% of the monthly subscription fees paid in the month preceding the Failure. 2 Between 95% and 96.99% 3% of the monthly subscription fees paid in the month preceding the Failure. 3 Less than 94.99% 5% of the monthly subscription fees paid in the month preceding the Failure. City shall have the right to immediately terminate this Agreement upon written notice to Contractor if a) the Monthly Availability Percentage falls below 85% for one calendar month, or b) the Monthly Availability Percentage falls below 94.99% for two consecutive calendar months, or c) if the Monthly Availability DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 50 of 54 4867-9064-2948.v1 Percentage falls below 94.99% for five or more calendar months per calendar year. If City elects not to renew the Contract in any successive year; such Service Credit will be paid back to City upon notice of non- renewal. E. Plan Coverage Coverage Basic Services Premium Services Elite Services Help Desk via Email/Portal Support (standard support hours) X X X Email Access via Email/Portal Support (standard support hours) X X X Training (one on one training: maximum 4 hours/month) X Post Implementation Development X ($200/hour) X ($175/hour) X ($150/hour) Telephone support from 8:00 am – 5:00 pm (local time zone) X Telephone support—24/7 dedicated phone line for all hub users. X Travel—if training not provided virtually X (charged at cost) 10 Trusted Partners engaged, trained, on boarded, and supported once contract provided per year. X DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 51 of 54 4867-9064-2948.v1 ADDENDUM C City Trademark Guidelines DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 52 of 54 4867-9064-2948.v1 ADDENDUM D HIPAA Business Associate Agreement This HIPAA Business Associate Agreement (“Agreement”) is entered into and effective on ______________, 20__ (“Effective Date”) by and between the City of Denton, Texas (“Covered Entity”) and TouchPhrase Development, LLC d/b/a Contractor (“Business Associate”). WHEREAS, Covered Entity is subject to the “HIPAA Rules,” which for purposes of this Agreement shall include the Privacy Rule, Security Rule, Breach Notification Rule and Enforcement Rule (45 CFR Parts 160 and 164) promulgated by the United States Department of Health and Human Services pursuant to the Health Insurance Portability and Accountability Act of 1996 (HIPAA), Public Law 104-191, as amended; and WHEREAS, Business Associate may maintain, transmit, create or receive Protected Health Information (“PHI”) of individuals in the course of providing services to Covered Entity. A description of the services that Business Associate will perform for the Covered Entity is set forth in the Statement of Work entered into between the parties. THE PARTIES THEREFORE AGREE TO THE FOLLOWING: 1. Definitions Terms used, but not otherwise defined, in this Agreement, shall have the same meaning as those terms as defined in the HIPAA Rules. The parties recognize that electronic PHI is a subset of PHI, all references to PHI in this Agreement shall include electronic PHI. 2. Obligations and Activities of Business Associate (a) Business Associate agrees to not use or further disclose PHI other than as permitted or required by this Agreement or as required by law. (b) Business Associate agrees to use appropriate safeguards to prevent use or disclosure of the PHI other than as provided for by this Agreement and to comply with the HIPAA Security Rule (Subpart C of 45 CFR Part 164). (c) Business Associate agrees to mitigate, to the extent practicable, any harmful effects that are known to Business Associate of a use or disclosure of PHI by Business Associate in violation of the requirements of this Agreement. (d) Business Associate agrees to report to Covered Entity any use or disclosure of the PHI not provided for by this Agreement of which it becomes aware, including a Breach of Unsecured PHI as required by 45 CFR 164.410. (e) Business Associate agrees, in accordance with 45 CFR 164.502(e)(1)(ii) and 45 CFR 164.308(b)(2) to ensure that any individual or entity that subcontracts with Business Associate to create, receive, maintain or transmit PHI received from, or created or received by Business Associate on behalf of Company agrees to the same restrictions and conditions that apply through the HIPAA Rules and this Agreement to Business Associate with respect to such information. (f) To the extent that Business Associate maintains a designated record set on behalf of Covered Entity, Business Associate agrees to provide access, at the request of Covered Entity, as necessary to allow Covered Entity to meet the requirements under 45 CFR 164.524. (g) To the extent that Business Associate maintains a designated record set on behalf of Covered Entity, Business Associate agrees to make any amendment(s) to PHI that the Covered Entity directs as necessary for compliance with 45 CFR 164.526. (h) Business Associate agrees to make internal practices, books, and records relating to the use and disclosure of PHI received from, or created or received by Business Associate on behalf of, Covered Entity available to the Covered Entity, or at the request of the Covered Entity to the Secretary, within a reasonable time of such request for purposes of the Secretary determining Covered Entity's compliance with the HIPAA Rules. DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 12/14/2021 page 53 of 54 4867-9064-2948.v1 (i) If Business Associate is required to make a disclosure of information because of a legal requirement, it will track such a disclosure and will provide information to Covered Entity that would be necessary for Covered Entity to respond to a request by an Individual for an accounting of disclosures of PHI in accordance with 45 CFR 164.528. (j) Business Associate agrees that it will use or disclose only the minimal amount of PHI necessary to accomplish the intended purpose. (k) Business Associate agrees to alert Covered Entity of any Security Incident of which it becomes aware. (l) To the extent Business Associate is to carry out one of Covered Entity’s obligations under the Privacy Rule, Business Associate agrees to comply with the requirements of the HIPAA Rules that apply to Covered Entity in the performance of such obligation. 3. Permitted Uses and Disclosures by Business Associate (a) Except as otherwise limited in this Agreement, Business Associate may use or disclose PHI to perform functions, activities, or services for, or on behalf of, Covered Entity as requested by Covered Entity provided that such use or disclosure would not violate the HIPAA Rules if done by Covered Entity. (b) Except as otherwise limited in this Agreement, Business Associate may disclose PHI for the proper management and administration of the Business Associate or to carry out the legal responsibilities of the Business Associate, provided that disclosures are required by law, or Business Associate obtains reasonable assurances from the person to whom the information is disclosed that it will remain confidential and used or further disclosed only as required by law or for the purpose for which it was disclosed to the person, and the person notifies the Business Associate of any instances of which it is aware in which the confidentiality of the information has been breached. (c) Except as otherwise limited in this Agreement, Business Associate may use PHI to provide data aggregation services to Covered Entity as permitted by 45 CFR 164.504(e)(2)(i)(B). (d) Business Associate may use PHI to report violations of law to appropriate Federal and State authorities, consistent with 45 CFR 164.502(j)(1). 4. Obligations of Covered Entity (a) Covered Entity shall notify Business Associate of any limitation(s) in its Notice of Privacy Practices to the extent that such limitation may affect Business Associate’s use or disclosure of PHI. (b) Covered Entity shall provide Business Associate with any changes in, or revocation of, permission by Individual to use or disclose PHI, if such changes affect Business Associate's permitted or required uses and disclosures. (c) Covered Entity shall notify Business Associate of any restriction to the use or disclosure of PHI that Covered Entity has agreed to in accordance with 45 CFR 164.522, to the extent that such restriction may affect Business Associate’s use or disclosure of PHI. 5. Permissible Requests by Covered Entity Except as otherwise permitted by this Agreement, Covered Entity shall not request Business Associate to use or disclose PHI in any manner that would not be permissible under the HIPAA Rules if done by Covered Entity. 6. Term and Termination (a) Term. The Term of this Agreement shall be effective as of the Effective Date and shall continue in full force and effect until termination as set forth below. (b) Termination. This Agreement may be terminated at any time and for any reason by either party or at such time that Business Associate ceases providing services to Covered Entity. This Agreement will be terminated automatically and without notice upon termination or expiration of the Statement of Work. In the event of termination or expiration of this Agreement, to the extent feasible, Business Associate will return or destroy all PHI received from Covered Entity. DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 page 54 of 54 4867-9064-2948.v1 (c) Continued Safeguard of Information. Depending on the nature of Business Associate’s Services, the parties may mutually agree that immediate return or destruction of the information is infeasible. Under such circumstances, Business Associate will extend the protections of this Agreement for as long as the information is maintained and will limit further uses and disclosures to those purposes that make the return or destruction of the information infeasible. When the information is no longer needed by Business Associate, the information will be returned or destroyed. The Business Associate’s obligations to continue to safeguard PHI shall survive the termination of the Agreement. 7. Miscellaneous (a) No Third Party Beneficiary Rights. Nothing express or implied in this Agreement is intended to give, nor shall anything herein give any person other than the Parties and the respective successors or assigns of the Parties, any rights, remedies, obligations, or liabilities whatsoever. (b) Regulatory References. A reference in this Agreement to a section in the HIPAA Rules means the section as in effect or as amended, and for which compliance is required. (c) Interpretation. Any ambiguity in this Agreement shall be resolved in favor of a meaning that permits Covered Entity to comply with the HIPAA Rules. COVERED ENTITY: BUSINESS ASSOCIATE: By: __________________________________ By: __________________________________ Print Name: ___________________________ Print Name: ___________________________ Its: __________________________________ Its: __________________________________ Dated: _______________________________ Dated: _______________________________ DocuSign Envelope ID: F26EF5FA-8AB5-443C-8BD7-0344EE2E2039 CEO 11/27/2021 Scott Cravens 12/15/2021 Sara Hensley Interim City Manager Certificate Of Completion Envelope Id: F26EF5FA8AB5443C8BD70344EE2E2039 Status: Completed Subject: Please DocuSign: City Council Contract 7805 Mental Health Division Software Source Envelope: Document Pages: 77 Signatures: 13 Envelope Originator: Certificate Pages: 6 Initials: 1 Ginny Brummett AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Ginny.Brummett@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 11/24/2021 11:53:19 AM Holder: Ginny Brummett Ginny.Brummett@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Ginny Brummett ginny.brummett@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 11/24/2021 12:19:07 PM Viewed: 11/24/2021 12:19:43 PM Signed: 11/24/2021 12:19:54 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: 47.184.107.30 Signed using mobile Sent: 11/24/2021 12:19:58 PM Viewed: 11/25/2021 10:04:35 PM Signed: 11/25/2021 10:08:06 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Catherine Clifton, Interim City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 73.115.203.30 Signed using mobile Sent: 11/25/2021 10:08:09 PM Viewed: 11/25/2021 10:09:47 PM Signed: 11/25/2021 10:14:59 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Scott Cravens scott.cravens@julota.com CEO Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 154.6.16.167 Sent: 11/25/2021 10:15:03 PM Viewed: 11/27/2021 7:52:48 AM Signed: 11/27/2021 8:08:48 AM Electronic Record and Signature Disclosure: Accepted: 11/27/2021 7:52:48 AM ID: 6dafe769-b30a-4dab-a055-3f2bdeb9de5a Signer Events Signature Timestamp Frank Dixon Frank.Dixon@cityofdenton.com Chief of Police Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 76.85.64.217 Signed using mobile Sent: 11/27/2021 8:08:53 AM Viewed: 11/27/2021 3:09:34 PM Signed: 11/27/2021 3:09:54 PM Electronic Record and Signature Disclosure: Accepted: 11/27/2021 3:09:34 PM ID: 641765fd-dce4-4b4d-ad2d-73f86be57649 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: 11/27/2021 3:09:58 PM Viewed: 12/15/2021 8:17:12 AM Signed: 12/15/2021 8:19:46 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com Interim City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 12/15/2021 8:19:49 AM Viewed: 12/15/2021 8:20:11 AM Signed: 12/15/2021 8:20:54 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 12/15/2021 8:20:59 AM Viewed: 12/15/2021 9:23:48 AM Signed: 12/15/2021 9:24:16 AM Electronic Record and Signature Disclosure: Accepted: 12/15/2021 9:23:48 AM ID: 22933bce-fefe-43a9-a9de-d02b0f39cf84 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: 11/24/2021 12:19:58 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 11/27/2021 3:09:59 PM Viewed: 11/29/2021 2:01:32 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 12/15/2021 9:24:19 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Elisa Howell Elisa.Howell@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 12/15/2021 9:24:20 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 11/24/2021 12:19:07 PM Certified Delivered Security Checked 12/15/2021 9:23:48 AM Signing Complete Security Checked 12/15/2021 9:24:16 AM Completed Security Checked 12/15/2021 9:24:21 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: Scott Cravens, Frank Dixon, Rosa Rios 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.