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INNOVATIVE INTERFACES INCORPORATED
MASTER PROFESSIONAL SERVICES AGREEMENT
This Master Professional Services Agreement (“Services Agreement”) is entered into by and between
Innovative Interfaces Incorporated., a California corporation (“Innovative”), and the party identified as Client below
(“Client”), as of the “Effective Date” also set forth below.
Client City of Denton
Address 215 E. McKinney Street
Denton TX 76201
Effective Date August 21, 2020
License Agreement Date
1.Definitions.
a. “GTCs” means the Innovative Interfaces Incorporated Master Professional Services Agreement General
Terms and Conditions in effect as of the time of execution of this Master Professional Services
Agreement, which can be found attached as Exhibit C.
(https://www.dropbox.com/s/kwxv1p4qsxtakyl/Innovative%20Interfaces%2C%20Inc.%20--
%20Web%20Based%20PSA%20General%20Terms%20and%20Conditions%20%2805-01-
2017%29.DOC?dl=0).
b. “SOW” means one or more Statements of Work attached as an exhibit hereto and executed by the parties
hereto from time to time on or after the Effective Date.
2.General. Innovative and Client agree that this Services Agreement is a binding agreement between the
parties and is governed by the GTCs, which are made a part hereof. This Services Agreement, the GTCs and all
other exhibits, schedules and terms and conditions referenced by or in this Services Agreement or the GTCs
together constitute the “Agreement.” Client acknowledges and agrees that it has had the opportunity to review the
Agreement, including without limitation, the GTCs, prior to the execution of this Agreement. Innovative recommends
that Client print a copy of each component of this Agreement for Client’s records. Unless otherwise specified,
capitalized terms in this Services Agreement have the same meaning as those in the GTCs. This Agreement is
governed by and interpreted in accordance with the internal substantive laws of New York, without regard to any
other laws that would require the application of the laws of another jurisdiction. Application of the U.N. Convention
on Contracts for the International Sale of Goods is hereby excluded.
EXHIBITS TO SERVICES AGREEMENT
A Statement(s) of Work
B Pricing Exhibit
C Master Professional Services Terms and Conditions
[Signature page follows]
Page 1 of 13
In witness whereof, the parties have executed this Agreement by their duly authorized representatives as
of the Effective Date.
Client Innovative
City of Denton
By:
Innovative Interfaces Incorporated
By:
Name: Name:
Title: Title:
Date: Date:
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Exhibit A
Statement of Work
[Statement of Work follows]
Page 3 of 13
Statement of Work
This Statement of Work (the “SOW”) dated $XJXVW 1, 2020 is entered into pursuant to the
Master Professional Services Agreement between the City of Denton (“Client”) and Innovative
Interfaces Incorporated (“Innovative”) effective as of $XJXVW 1, 2020 (the “Agreement”).
Innovative and Client may each be referred to as “Party” from time to time or collectively as
“Parties”.
A. Purpose of this Statement of Work
The SOW provides an overview of the scope of the project and fees to complete the
engagement based on Innovative’s prior experience with similar projects and preliminary
discussions with Client. The Client hereby acknowledges that the SOW is not meant to capture
all detailed requirements but documents the high-level requirements and implementation
approach discussed and that additional detailed requirements discussions will be required to
outline the full scope of work between the Parties.
B. Project Scope of Services
The Scope of the project includes the following set of professional services:
1. SkyRiver Installation
Innovative will install and configure SkyRiver software and the database. Includes online
training. Specific services to be delivered:
x Configuration of SkyRiver central server
x Granting access to necessary software ports, to allow access to servers and
services
x Account creation and configuration
x One Time Web-based training on the use of the SkyRiver client software
x Testing of record export
All specified work includes, where necessary:
1) Project management
2) Requirements consultation between Client and Innovative
3) Installation and configuration of the purchased software modules on a single
production environment. If installation and configuration is required to be
performed on additional server environments, additional fees will apply.
4) Post-implementation testing
5) Remediation of post-implementation issues, found during our own testing or found
by the Client
No work will be performed, on the Client’s production environment, without prior notification
to, and approval from, the Client. Work will be performed in pre-specified maintenance
windows, as agreed upon in advance by the Client and Innovative.
C. Innovative Services Team
The Services Team will have the following resources available for this project:
1.Library Consultant: Will be responsible for all tasks associated with the SkyRiver
Implementation, when installed as an add-on to an existing Innovative Library.
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STATEMENT OF WORK – Innovative Interfaces, Inc.
D. Client Implementation Team
1. Technical Lead: Will be responsible for assisting with Client responsibilities related to
server access as well as any other system level duties required by Client.
E. Implementation Assumptions
1. Client will have adequate resources available to ensure timely completion of any library
tasks outlined in the project schedule.
2. Timeline for the completion of this project will be established, through joint planning
conversations between the Client and Innovative during the initial stage of the project.
F. Fees and Payment Terms
Fees for Services delivered under this SOW will be charged on a fixed price basis as set forth
in the Innovative Pricing Exhibit EST-INC11807 attached herewith and are made in good faith
based on the activities, approach, and assumptions contained within the SOW. Payment terms
for this SOW are as set forth in the Professional Services Agreement. Any additional Change
Requests will be performed at a blended rate of $200 per hour for all resources. Additionally,
Client is responsible for all reasonable out-of-pocket costs and expenses incurred during this
SOW. Pricing assumes that deliverables in this Statement of Work are completed within six
months or additional Services fees will apply.
IN WITNESS WHEREOF each party has caused this SOW to be executed by its duly authorized
representatives.
AGREED:
Client Innovative
City of Denton
By:
Innovative Interfaces Incorporated
By:
Name: Name:
Title: Title:
Date: Date:
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Exhibit B
Pricing Exhibit
Additional Terms:
1. Fees. All Fees, expenses and other amounts owed to Innovative must be paid to Innovative within 30 days following receipt of the invoice.
[Approved Quote follows]
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Innovative Interfaces Incorporated 1900 Powell St.Suite 400Emeryville CA 94608United States
Pricing Exhibit
Date 5/7/2020
Quote #EST-INC11807
Bill To
Trey FordDenton Public Library502 Oakland St.Denton TX 76201United States
Ship To
Trey FordDenton Public Library502 Oakland St.Denton TX 76201United States
Payment Terms Net 30
Sales Rep Melanie McRee
Technical Contact CU0306 Denton Public Library : Je...
Site Code dentp
Expires 7/31/2020
Currency
US Dollar
Item
SkyRiverImplementation
Item Category
Services
Qty
1
Description
SkyRiver Implementation
Options Original Rate Discounted Rate
3,600.00
Amount
3,420.00
Total Fees US$3,420.00
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Exhibit C
Innovative Interfaces Incorporated
Master Professional Services Agreement
General Terms and Conditions
The parties agree that their contractual relationship with respect to the Services will be governed by the
terms and conditions of (1) this Master Professional Services Agreement General Terms and Conditions (“GTCs”),
(2) the applicable Innovative Interfaces Incorporated Master Professional Services Agreement(s) (each, a “Services
Agreement”), and (3) all other applicable exhibits, schedules and terms and conditions referenced by or in the GTCs
and Services Agreement(s). Each Services Agreement, together with the terms and conditions of these GTCs and
all applicable exhibits or schedules incorporated by reference or referenced therein will constitute and be construed
as a separate agreement. Unless otherwise specified, capitalized terms in these GTCs have the same meaning as
those in the Services Agreement.
1. Scope and Performance of Services.
a. Each SOW will detail (i) the requirements for implementation of the Software (as defined below) or such other
professional consulting services as the parties may mutually agree (the “Services”), and (ii) any tangible work
product or other deliverables to be provided to Client by Innovative in conjunction with the Services (“Work
Product”), each of which is subject to the terms and conditions set forth in this Agreement. Any such SOW,
when executed by the parties, will be deemed incorporated into this Agreement and made a part hereof for all
purposes. Innovative will provide the Services on the terms contained in this Agreement. The term “Software”
has the meaning assigned in that separate License Agreement between the parties dated as of the License
Agreement Date identified in the Services Agreement.
b. Client will be deemed to have accepted the Services as billed on a time and material basis unless otherwise
specified in the applicable SOW.
c. Innovative is permitted to, at its sole cost and expense, subcontract the performance of some or all of the
Services provided that (i) Innovative’s subcontractor agrees in writing to abide by the terms of this Agreement,
and (ii) Innovative remains fully responsible for the performance of such subcontractor in accordance with the
terms hereof. In performing any Services at Client’s site, Innovative’s and its subcontractors’ personnel
(collectively, the “Consulting Personnel”) must adhere to all reasonable personal conduct and security policies
of Client provided in writing to Innovative in advance. Unless otherwise agreed to by both parties, the Consulting
Personnel will observe the working hours and holiday schedules of Client while working on Client's premises.
d. Although Innovative will perform much of the Services at its offices with its equipment, in order to facilitate the
performance of the Services, Client will make available in a timely manner, at no charge to Innovative, all
facilities, programs, files, equipment, documentation, test data, sample output, or other information and
resources reasonably required by Innovative for the performance of the Services (“Client Resources”).
Innovative and its subcontractors are hereby granted a nonexclusive, non-transferrable, non-sub-licensable,
fully paid-up license to use the Client Resources during the term of this Agreement for the sole purpose of
performing the Services. Innovative will not be liable for any damages related to delays caused by Client’s
failure to fulfill the foregoing obligations.
2. Change Orders. The parties may make changes to the Services specified in an SOW by executing a mutually
agreeable “Change Order” that sets forth (i) a description of the change(s), and (ii) the price and payment terms
(if any) for the change(s). Once so approved, the Change Order will constitute a formal amendment to the
applicable SOW, and will be deemed incorporated into this Agreement and made a part hereof for all purposes.
3. Proprietary Rights and Ownership.
a. All Intellectual Property Rights (as defined below) in the Services and Work Product provided or made available
to Client by Innovative hereunder (including all improvements, enhancements, modifications or updates)
(“Innovative Products”) will remain the exclusive, sole and absolute property of Innovative or the third parties
from whom Innovative has obtained the right to use the Innovative Products. Intellectual property created by
Innovative pursuant to this Agreement, or any other party at the request or direction of Innovative, will be owned
by Innovative. “Intellectual Property Rights” means any and all intellectual property rights existing from time to
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time under any law or regulation, including without limitation, patent law, copyright law, semiconductor chip
protection law, moral rights law, trade secret law, trademark law, unfair competition law, publicity rights law, or
privacy rights law, and any and all other proprietary rights, and any and all applications, renewals, extensions
and restorations of any of the foregoing, now or hereafter in force and effect worldwide. During the term of this
Agreement, subject to the terms and conditions set forth herein, Client will have a personal, non-transferable,
non-exclusive, right and license to use the Work Product solely for the Software and internal business purposes
of Client. Client will at all times retain all intellectual property rights in all Client Data (as defined in the License
Agreement) and any proprietary information and materials provided by Client in connection with the Services
provided hereunder.
b. For purposes of this Agreement, as between Innovative and Client, any intellectual property in the Innovative
Products to the extent owned by any third party will be and remain the exclusive property of such third party.
c. Client acknowledges that Innovative is engaged in the process of continuously improving its products which
provide software solutions to manage libraries for a wide variety of clients and that Innovative will continue
these activities. Nothing in this Agreement will be deemed to preclude or limit Innovative from using intellectual
property developed in the provision of the Services hereunder and/or developing any products, end-user
services, or other deliverable materials for itself or other clients, so long as such services and/or products do
not incorporate Client’s Confidential Information or Client Data.
d. If, in the course of receiving the Services, Client Data is provided by Client or its vendors to Innovative, such
Client Data will be managed in accordance with the License Agreement.
4. Fees; Expenses; Payment Terms.
a. In consideration for the Services, Client agrees to pay the fees set forth in each applicable SOW or Pricing
Exhibit (the “Fees”). Additionally, Client will be responsible for all reasonable out-of-pocket costs and expenses
(e.g. travel, copying and courier services) incurred by Innovative in its performance of this Agreement.
b. All Fees and expenses will be billed up to twice monthly in arrears or as may otherwise be specified in the
applicable SOW or Pricing Exhibit. All Fees, expenses and any other amounts owing under this Agreement are
due and payable on the terms set forth in the Pricing Exhibit. All amounts stated herein and all Fees determined
hereunder are in U.S. dollars.
c. All Fees are exclusive of all taxes and similar fees now in force or enacted in the future or imposed on the
delivery of the Services, all of which Client will be responsible for and will pay in full, other than taxes based on
Innovative’s net income. Client will provide Innovative its state-issued Direct Pay Exemption Certificate (or
equivalent certificate), if applicable, upon execution of this Agreement. In the event an applicable taxing
authority, as a result of an audit or otherwise, assesses additional taxes for goods or services sold under this
Agreement at any time, Client and not Innovative, will be solely responsible for payment of such additional taxes
and all costs associated with such assessment, including without limitation, interest, penalties and attorney’s
fees. Additionally, should Client be required under any applicable law or regulation, domestic or foreign, to
withhold or deduct any portion of the payments due to Innovative hereunder, then the sum due to Innovative
will be increased by the amount necessary to yield to Innovative an amount equal to the sum Innovative would
have received had no withholdings or deductions been made.
d. Any invoices not paid when due will accrue interest at a rate of 1% per month or the maximum rate permitted
by law, whichever is greater.
5. Limited Warranty.
a. Innovative warrants, solely for the benefit of Client, that all Services rendered pursuant to this Agreement will
be performed in professional manner consistent with industry practices. Innovative agrees to re-perform any
Services not in compliance with this warranty brought to its attention within thirty (30) days after those Services
are performed.
b. Innovative warrants, solely for the benefit of Client that for a period of 30 (thirty) days after delivery, the Work
Product delivered will perform in accordance with the specifications contained in the applicable SOW.
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Innovative agrees to correct any such Work Product not in compliance with this warranty brought to its attention
within the foregoing warranty period.
c. The exclusive remedy of Client under the limited warranties set forth in Sections 5(a) and 5(b) are set forth in
Sections 5(a) and 5(b), respectively.
d. EXCEPT FOR (i) THE WARRANTIES EXPRESSLY STATED ABOVE IN THIS SECTION AND (ii) ANY
WARRANTY, REPRESENTATION OR CONDITION TO THE EXTENT THE SAME CANNOT BE EXCLUDED
OR LIMITED UNDER APPLICABLE LAW, INNOVATIVE AND ITS AFFILIATES, AGENTS,
SUBCONTRACTORS AND SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES, AND
EXPRESSLY DISCLAIM AND EXCLUDE ANY AND ALL WARRANTIES, REPRESENTATIONS AND
CONDITIONS, WHETHER EXPRESS OR IMPLIED, WHETHER ARISING BY OR UNDER STATUTE,
COMMON LAW, CUSTOM, USAGE, COURSE OF PERFORMANCE OR OTHERWISE, INCLUDING,
WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING,
INNOVATIVE AND ITS AFFILIATES, AGENTS, SUBCONTRACTORS AND SUPPLIERS DO NOT WARRANT,
AND EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY, THAT THE SOFTWARE OR
OTHER DELIVERABLES PROVIDED BY OR ON BEHALF OF INNOVATIVE WILL SATISFY CLIENT’S
REQUIREMENTS OR THAT THEIR USE OR OPERATION WILL BE ERROR OR DEFECT-FREE OR
UNINTERRUPTED OR AVAILABLE ON THE INTERNET, OR THAT ALL PRODUCT DEFECTS WILL BE
CORRECTED. EXCEPT FOR THE EXPRESS WARRANTIES IN SECTIONS 5(a) AND 5(b), THE SERVICES
AND WORK PRODUCT ARE PROVIDED “AS IS,” WITH ALL FAULTS AND WITHOUT ANY GUARANTEES
REGARDING QUALITY, PERFORMANCE, SUITABILITY, TIMELINESS, SECURITY, DURABILITY,
INTEGRABILITY OR ACCURACY, AND CLIENT ACCEPTS THE ENTIRE RISK OF AND RESPONSIBILITY
FOR SELECTION, USE, QUALITY, PERFORMANCE, SUITABILITY AND RESULTS OF USE THEREOF.
6. LIMITATIONS ON LIABILITY. IN NO EVENT WILL INNOVATIVE BE LIABLE FOR LOST PROFITS OR
OTHER INCIDENTAL OR CONSEQUENTIAL, INDIRECT, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES
UNDER ANY CIRCUMSTANCES WHATSOEVER, EVEN IF INNOVATIVE HAD BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES OR IF THEY WERE OTHERWISE FORESEEABLE. INNOVATIVE’S
TOTAL LIABILITY FOR TORT, CONTRACT AND OTHER DAMAGES WILL NOT EXCEED THE TOTAL
AMOUNT OF ALL FEES PAID TO INNOVATIVE BY CLIENT UNDER THE APPLICABLE SOW UPON WHICH
A CLAIM IS FIRST ASSERTED AGAINST INNOVATIVE, LESS AGGREGATE DAMAGES PREVIOUSLY PAID
BY INNOVATIVE UNDER THIS AGREEMENT. INNOVATIVE WILL NOT BE LIABLE FOR ANY CLAIM OR
DEMAND AGAINST CLIENT BY ANY THIRD PARTY EXCEPT FOR THE INDEMNIFICATION SET FORTH
IN SECTION 7. THESE LIMITATIONS OF LIABILITY WILL APPLY TO ALL CLAIMS AGAINST INNOVATIVE
IN THE AGGREGATE (NOT PER INCIDENT) AND TOGETHER WITH THE DISCLAIMER OF WARRANTIES
ABOVE WILL SURVIVE FAILURE OF ANY EXCLUSIVE REMEDIES PROVIDED IN THIS AGREEMENT.
7. Indemnification. Innovative will defend Client in any legal action filed by a third party against Client claiming
the Services or Work Product as delivered to Client by Innovative pursuant to Section 1 infringes a U.S.
copyright or U.S. patent; provided in each case that Client promptly notifies Innovative in writing of such claim
and fully cooperates with Innovative in the defense of such claim. Innovative will also indemnify and hold Client
harmless from any and all damages and costs (including reasonable attorney’s fees) finally awarded by a court
of competent jurisdiction in connection with any such claim, or agreed by Innovative in a settlement of such
claim. Innovative will conduct the defense and any settlement negotiations in any such third-party action arising
as described herein. This indemnification is limited to the Services and Work Product in the form delivered to
Client and does not cover claims arising from (x) modifications thereto not made by Innovative, or, even if by
Innovative, at the request of Client; (y) use of the Services and Work Product in combination with other software
or items not provided by Innovative; or (z) third-party source code included in the Services and Work Product.
If the use of the Services or Work Product by Client is enjoined, Innovative will, at its sole option: (i) obtain for
Client the right to continue to use the Services or Work Product, (ii) modify the Services and Work Product to
remove the cause of the claim, action or suit, (iii) replace the Services and Work Product at no additional charge
to Client with an equally suitable, non-infringing service or work product, which will then be subject to the
provisions of this Agreement, or (iv) terminate this Agreement and refund to Client that portion of the Fees
allocable to the infringing component of the Services and Work Product, prorated for the period Client’s use of
the Services and Work Product is enjoined. None of the above warranties or remedies will apply with respect
to any element of the Services and Work Product that has been modified by any party other than Innovative, or
used in a manner for which the Services and Work Product are not designed or intended. This section states
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Innovative’s entire liability and Client’s exclusive remedies for infringement of intellectual property rights of any
kind.
8. Confidentiality.
a. Innovative acknowledges that any Client Resources or information, data, or documents disclosed by Client to
Innovative in its performance hereunder are confidential and proprietary information of Client. Client
acknowledges that all documentation, technical information, Software and other information pertaining to the
Services, and/or Innovative’s business interests or activities, methods of operation or customers that are
disclosed by any party to Client in the course of performing this Agreement are the confidential and proprietary
information of Innovative. The information and materials described in the two preceding sentences are referred
to herein as “Confidential Information.” Notwithstanding the foregoing, the term “Confidential Information” does
not include information pertaining to a party if such information (i) is generally known to the public through no
improper action or inaction by the other party, (ii) was, through no improper action or inaction by the other party,
in the possession of the other party prior to the Effective Date, or (iii) was rightly disclosed to the other party by
a third party if such disclosure does not violate the terms of any confidentiality agreement or other restriction by
which such third party may be bound.
b. All Confidential Information will be held in confidence and will not be copied, used or disclosed other than as
set forth in this Agreement. Each party will take all reasonable efforts to protect the confidentiality of and prevent
the unauthorized use of any such Confidential Information by any third party within such party’s control. Each
party may disclose Confidential Information (i) to the receiving party’s employees and contractors required to
have access to said Confidential Information for the purposes of performing this Agreement or using the Work
Product, provided that such parties have entered into a non-disclosure agreement offering similar protection as
is provided under this Agreement; or (ii) if such disclosure is in response to a valid order of any court or other
governmental body, in which event, the disclosing party will use reasonable efforts to provide the other party
with prior notice of such required disclosure.
c. Recognizing that any improper use or disclosure of any Confidential Information by either party may cause the
party whose Confidential Information is improperly used or disclosed irreparable damage for which other
remedies may be inadequate, a party whose Confidential Information is improperly used or disclosed will have
the right to petition for injunctive or other equitable relief from a court of competent jurisdiction as appropriate
to prevent any unauthorized use or disclosure of such Confidential Information.
9. Term; Termination.
a. This Agreement will be effective as of the Effective Date and will remain in effect until terminated as permitted
under this section. Client may terminate this Agreement or an SOW at any time without cause upon 30 (thirty)
days prior notice. Client may terminate this Agreement at any time if Client’s budget (funding) is eliminated and
Client provides written evidence to Innovative of the elimination of Client’s budget (funding), such evidence to
be in the form and substance reasonably requested by Innovative. Innovative may terminate this Agreement or
an SOW for cause (i) if Client breaches any material term or condition of this Agreement or an SOW and such
breach continues unremedied for 30 (thirty) days after delivery of written notice of such breach to Client, or (ii)
if Client is declared bankrupt, admits its inability to satisfy its debts, or enters into any negotiation with its
creditors for the settlement of its debts. Any notice of termination expressly purporting to terminate this
Agreement in its entirety will also effectively terminate any and all SOWs then outstanding. Contrarily, any
notice of termination purporting only to terminate one or more SOWs (but not purporting to terminate this
Agreement or otherwise remaining silent as to the termination of this Agreement) will effectively terminate only
such identified SOW(s), in which event this Agreement and all other outstanding SOWs will survive.
b. Upon any termination of this Agreement, all paid Fees will be nonrefundable and Client will be responsible for
all Fees and expenses for all Work Product provided or Services performed up to, and including, the date of
termination. Otherwise, the rights and duties of the parties will terminate other than the obligation of the Client
to pay Fees and expenses in accordance herewith, and the obligations of the parties pursuant to Section 3
(Ownership), Section 6 (Limitations on Liability), Section 7 (Indemnification), Section 8 (Confidentiality), and the
governing law and venue provisions of this Agreement. Any termination of this Agreement will not waive or
otherwise adversely affect any other rights or remedies the terminating party may have under the terms of this
Agreement. Within 30 (thirty) days of a termination of this Agreement, each party must return or destroy all
Confidential Information of the other party, as requested by the other party.
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10. Consulting Personnel. Innovative agrees to keep accurate and complete records of tasks and hours of the
Consulting Personnel in performing the Services. Innovative will be solely responsible for, at its own cost,
verifying the employment history, educational and professional credentials and licenses, and criminal history of
each of the Consulting Personnel. In providing the Services, Innovative will not knowingly utilize Consulting
Personnel who have been convicted of fraud, theft, larceny, embezzlement or any other felony or other crime
of moral turpitude. Innovative is solely responsible to ensure that all Consulting Personnel are in compliance
with the Immigration Reform and Control Act of 1986 (“IRCA”). Specifically, Innovative will comply fully with the
record keeping and other requirements of IRCA, including without limitation all I-9 requirements. Client is not
responsible for sponsorship of any workers who perform Services for it at the request of Innovative. For
Innovative employees working in the United States pursuant to this Agreement, Innovative will provide to Client
only workers for whom Innovative has confirmed legal liability to perform services as employees in the United
States, and for whom all required record keeping under IRCA has been performed and maintained. No
Consulting Personnel will be entitled to participate in any compensation or benefits plan of Client. Innovative
will be solely responsible for the payment of wages and any employee benefits to or on behalf of the Consulting
Personnel for work performed under this Agreement and for withholding of any and all federal, state and local
income taxes, paying social security taxes, unemployment insurance in an amount and under such terms as
required by federal, state, or local law.
11. Back-Up Activities. Client has the sole responsibility for the maintenance and protection of all data provided
by Client to Innovative for performance of the Services, including, without limitation, the making, storing and
security of back-up and archive copies of such data (collectively “Back-Up Activities”), and Client acknowledges
Innovative will not perform any Back-Up Activities for or on behalf of Client.
12. General.
a. No Waiver. The failure of either party to enforce any rights granted hereunder or to take action against the
other party in the event of any breach hereunder will not be deemed a waiver by that party as to subsequent
enforcement of rights or subsequent actions in the event of future breaches.
b. Independent Contractor. Client acknowledges that Innovative is at all times an independent contractor and that
Client’s relationship with Innovative is not one of principal and agent nor employer and employee. No
Consulting Personnel will be entitled to participate in any compensation or benefits plan of Client.
c. Force Majeure. Neither party will be liable or responsible for any delay or failure in performance if such delay
or failure is caused in whole or in part by fire, flood, explosion, power outage, war, strike, embargo, government
regulation, civil or military authority, hurricanes, severe wind, rain, other acts of God, acts or omissions of
carriers, third party local exchange and long distance carriers, utilities, Internet service providers, transmitters,
vandals, or hackers, or any other similar causes that may be beyond its control.
d. Notice. Any notice or communication required to be given by either party must be in writing and made by hand
delivery, express delivery service, overnight courier, electronic mail, or fax, to the party receiving such
communication. Unless otherwise instructed in writing, such notice will be sent to the parties at the addresses
set forth on the first page of the Service Agreement. Notice will be deemed given on the date of receipt or first
refusal by the recipient. All communications pursuant to this Section will be deemed delivered as follows: (a)
upon receipt, if delivered personally or by a recognized express delivery or courier service; or (b) when
electronically confirmed, if delivered by facsimile.
e. Invalidity. Any provision of this Agreement which is invalid, illegal, or unenforceable in any jurisdiction will, as
to that jurisdiction, be ineffective to the extent of such invalidity, illegality or unenforceability, without affecting
in any way the remaining provisions hereof in such jurisdiction or rendering that or any other provision of this
Agreement invalid, illegal, or unenforceable in any other jurisdiction.
f. Counterparts. This Agreement may be executed by the parties in separate counterparts by original, .pdf (or
similar format for scanned copies of documents) or facsimile signature, each of which when so executed and
delivered will be an original, but all such counterparts together constitute but one and the same instrument.
g. Publicity. Except as provided in this Section, neither party will make any press release, public statement or
other disclosure regarding the terms of this Agreement without the prior written consent of the other party, which
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consent will not be unreasonably withheld. Notwithstanding the foregoing, Innovative will have the right to issue
public statements pertaining to the existence of the business relationship between Innovative and Client,
including the right to limited use of Client’s name, logo and other reasonable non-confidential information in
press releases, web pages, advertisements, and other marketing materials.
h. Assignment. Neither party has the power to assign, license, or sub-license any of its rights or obligations
hereunder without the prior written consent of the other party, which will not be unreasonably withheld. Any
assignment, license, or sub-license attempted without such consent will be void. Notwithstanding the foregoing,
a party may assign this Agreement without the other party’s consent (i) as part of a corporate reorganization,
consolidation, merger, or sale of substantially all of its assets or capital stock; or (ii) to an affiliate of such party
provided that any such assignment will not release the assigning party from its obligations under this
Agreement.
i. Waiver of Jury Trial; Governing Language. EACH PARTY HEREBY WAIVES ITS RIGHT TO A JURY TRIAL
IN CONNECTION WITH ANY DISPUTE OR LEGAL PROCEEDING ARISING OUT OF THIS AGREEMENT
OR THE SUBJECT MATTER HEREOF. This Agreement and all proceedings hereunder will be conducted in
the English language; any translation of this Agreement into another language will be for convenience only but
will not modify the meaning hereof. Only a written instrument duly executed by both parties may modify this
Agreement.
j. Entire Agreement. This Agreement contains the entire understanding of the parties, and supersedes all prior
agreements and understandings relating to the subject matter hereof, provided that nothing herein will diminish
or affect any separate confidentiality agreement, license agreement or other document issued thereunder. The
parties represent that they are sophisticated commercial entities, have had the opportunity to consult with their
own counsel, and have included in this Agreement all terms material to the parties’ rights and obligations with
respect to the subject matter hereof and intend this document to be the final expression of their contractual
intent. The parties further represent and acknowledge that communications exchanged between the parties
during contract negotiation (including without limitation requests for proposals (“RFPs”) and responses to such
RFPs, questionnaires and responses to same) do not constitute a part of this Agreement. Purchase orders,
work orders or other documents submitted by Client will be for Client’s internal administrative purposes only
and the terms and conditions contained in any such purchase order, work order or other document will have no
force or effect and will not amend or modify this Agreement. In the event of any inconsistencies or conflicts
among the GTCs, a Services Agreement or any other exhibits or schedules referenced by these GTCs, the
following order of priority will control: 1. Service Agreement, 2. GTCs and 3. Any other terms, agreements,
exhibits or schedules included in, or referenced by the Agreement.
Page 13 of 13
Certificate Of Completion
Envelope Id: 4E3A86BBC927444C8DCF148EEE00814F Status: Completed
Subject: 7426 Innovative Interface
Source Envelope:
Document Pages: 14 Signatures: 4 Envelope Originator:
Certificate Pages: 5 Initials: 0 Erica Garcia
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
erica.garcia@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
8/21/2020 4:57:37 PM
Holder: Erica Garcia
erica.garcia@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Erica Garcia
erica.garcia@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 8/21/2020 5:05:23 PM
Viewed: 8/21/2020 5:05:34 PM
Signed: 8/21/2020 5:06:19 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Akin Adekeye
Akin.Adekeye@iii.com
EVP & General Counsel
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 108.18.244.61
Signed using mobile
Sent: 8/21/2020 5:06:20 PM
Resent: 8/24/2020 7:07:49 AM
Viewed: 8/24/2020 8:03:21 AM
Signed: 8/24/2020 8:03:38 AM
Electronic Record and Signature Disclosure:
Accepted: 8/24/2020 8:03:21 AM
ID: 34d62657-8fd2-4321-8250-fa44ef55d965
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: 8/24/2020 8:03:41 AM
Viewed: 8/27/2020 12:30:22 PM
Signed: 8/27/2020 12:30:34 PM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Carbon Copy Events Status Timestamp
Dennis Carter
dcarter@iii.com
VP & General Counsel
Security Level: Email, Account Authentication
(None)
Sent: 8/24/2020 8:03:40 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 8/24/2020 8:03:41 AM
Certified Delivered Security Checked 8/27/2020 12:30:22 PM
Signing Complete Security Checked 8/27/2020 12:30:34 PM
Completed Security Checked 8/27/2020 12:30:34 PM
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
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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
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Unless you tell us otherwise in accordance with the procedures described herein, we will provide
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described below. Please also see the paragraph immediately above that describes the
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To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
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To request delivery from us of paper copies of the notices and disclosures previously provided
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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:
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must state your e-mail, full name, IS Postal Address, telephone number, and account
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consequences of your withdrawing consent for online documents will be that transactions
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NetScape 7.2 (or above)
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proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
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available to me by City of Denton during the course of my relationship with you.