Exhibit 2 - Original Ordinance, Contract, and Amendment 17
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SECTION l. The items shown in the "File Number" referenced herein and on file in
office of the Purchasing Agent, are hereby accepted and approved as being the lowest
responsible bids for such items:
FILE
NUM ER VEN OR A O T
6873 Ion Wave Technologies, Inc, $1d1,500
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City's ratification of bids awarded by the Buy Board Cooperative Purchasing Network, the City
Manager, or his designated representative, is hereby authorized to execute the written contract
which shall be attached hereto; provided that the written contract is in accordance with the terms,
conditions, specifications and standards contained in the Proposal submitted to the Buy Board
Cooperative Purchasing Network, and related documents herein approved and accepted.
SECTION 4. The City Council of the City of Denton hereby expressly delegates the
authority to take any actions that may be required or permitted to be performed by the City of
Denton under File 6873 to the City Manager of the City of Denton, or his designee.
SECTION 5. By the acceptance and approval of the items set forth in the referenced file
number, the City Council hereby authorizes the expenditure of funds therefor in the amount and
in accordance with the approval purchase orders or pursuant to a written contract made pursuant
thereto as authorized herein.
S,E,CTION 6. This ordinance shall become effective immediately upon its passage and
approval,
C c i s a this ordmance was made bY ..... .._ f°"... ..._ and
c i _r ',+ ° the ordinance was u sed and approved bym..........
dlr 89 i. vr* N ..." ..,
Mayor Chris Watts:
Gerard Hudspeth, District 1:
Keely G. Briggs, District 2:
Don Duff, District 3:
John Ryan, District 4:
Deb Armintor, At Large Place 5:
Paul Meltzer, At Large Place 6:
Aye Nay Abstain Absent
PASSED AND APPROVED this the , __
ti
J
day f ....., : " . ............. 2018.
m.
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v
CHRIS WATTS, MAYOR
ATTEST:
JENNIFER WALTERS, CITY SECRETARY
t ,,
BY: - , ___ _°__. ;
x
APPROVED AS TO LEGAL FORM:
AARON LEAL, CITY ATTORNEY
BY: __. . - '_° .__" : :::.
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DocuSign Envelope ID: EB5D72B6-E69E-4896-89CB-35330CCD83CB
THISMASTER LICENSE ANDSERVICES AGREEMENT 1stday of
October, 2018 ("Effective Date"), byandbetween IonWave Technologies, Inc., aMissouri corporation having itsprincipal offices
located at3653 South Avenue, Springfield, Missouri 65807 City ofDenton, Texas, having itsprincipal offices
located at215 EastMcKinney, Denton, TX76201
WHEREAS, IWT isengaged inthe business ofthedevelopment, marketing, andsupport ofInternet based software ofalltypes.
NOW THEREFORE, inconsideration ofthepremises, covenants, and mutual promises contained inthis Agreement, andother
good andvaluable consideration, thereceipt and sufficiency ofwhich ishereby acknowledged, theparties dohereby agree as
follows:
1. Software Licensing andUse
1.1 License Grant. Inaccordance withand subject totheterms and conditions provided herein andinconsideration ofpayment
ofthelicense feessetforth inany Exhibit A, IWThereby grants toClient andClient accepts from IWT anon-exclusive, non-
transferable license tousetheIWT products specified inExhibi
1.2 albusiness purposes, specifically
end user community, asdefined inExhibit A. Unless specified inExhibit A, Client willnotpermit others, including butnot
limited tosubsidiaries, affiliates, and contractors, toaccess oruse theLicensed Products, norwill Client usetheLicensed
Products ontheir behalf.
1.3 UseLimits. Client isprohibited from performing anyload testing against
prior express written permission ofIWT. Client isprohibited from reverse engineering, decompiling, and disassembling the
Licensed Products.
1.4 Work Products. Any Work Products, asdefined below, that are software, shall besubject tothesame license limitations of
thisAgreement andanyadditional limitations assetforth inany Exhibit hereto.
1.5 Rent, Lease, andSublicense Restrictions. Client shallnot rent, lease, sublicense, grant asecurity interest in, orotherwise
1.6 Copies andProprietary Notices. AnyLicensed Products, together with any accompanying technical orsystem
documentation that isdelivered toClient pursuant tothis Agreement shall notbe copied, except that one (1) copy may be
made forbackup orarchival purposes, provided anysuchcopyisclearly marked asproprietary toIWT, licensed toClient,
tted tomake additional copies ofdocumentation specifically
designated fortraining ofend users. Client shall notremove anyproprietary notices orlabels onthe Licensed Products or
itsdocumentation.
1.7 Violation. Violation ofanyprovision ofthisSection 1shall breach theAgreement andbethebasis for immediate termination
ofthisAgreement and thecorresponding license grant tothe Licensed Products with norefund toClient offeespaidto
IWT.
2. Maintenance andSupport
2.1 Support Services. Subject tothe payment ofthe applicable licensing andsupport feesassetforth inExhibit A, IWTshall
fortheLicensed Products. Exhibit Bmay b
written notice toClient, provided saidupdates donotmaterially diminish theSupport Services provided toClient without
2.2 Payment andTerm. Provided that this Agreement andthe license for the applications which theSupport Services are tobe
performed, IWTwill provide Support Services asspecified inExhibit BofthisAgreement for thesupport feesindicated in
Exhibit A. Intheevent (i) IWThas notreceived
prior tothelastdayofthecurrent term; and/or (ii) this Agreement and/orthelicense isnolonger ineffect, Support Services
shall bediscontinued.
2.3 On-SiteServices. Support Services do notinclude any on-
ineffect.
3 Professional Services
3.1 Professional Services. IWT shall provide Client with professional consulting services asdescribed intheStatements of
this Agreement. Anyadditional services beyond those described inany Exhibit Cshall beatthemutual, written agreement
oftheparties.
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3.2 Client Obligations. Inorder tofacilitate theprovision oftheProfessional Services byIWT, Client shall haveinstalled the
recommended hardware and software and willhave completed the required preparatory work described inthe Exhibit(s)
attached hereto.
3.3 Contact Person. Each party will appoint inwriting, intheapplicable Exhibit, anemployee oragent ofsuch party toactas
change itsContact Person upon written notice totheother.
4Proprietary Rights
4.1 Ownership. Client acknowledges andagrees that, asbetween Client and IWT, IWT isthesoleandexclusive owner ofall
right, title and interest inandto theLicensed Products, aswell asall alterations, modifications, additions, and derivative
works made with respect totheLicensed Products andallwork products produced from theProfessional Services
rightorlicense tothe Licensed Products orWork Products; and (ii) Client shallnotuse, reproduce, publish, ormake
available toothers, modify, orcreate any derivative works of, allor any partoftheLicensed Products or Work Products.
4.2
theLicensed Products, with respect tothe materials thatIWT delivers toClient pursuant toany SOW.
4.3 Client Data. Any client data and any materials orequipment furnished toIWT byClient inconnection with anyofthe
Professional Services provided under anExhibit shall bedeemed proprietary toClient.
4.4 Trademarks. Alltrademarks, service marks, trade names and logos ofIWT appearing onorwithin theLicensed Products or
Work Products used inconnection with theSupport Services ortheProfessional Services provided byIWT arethe property
5Fees andPayment Terms
5.1 Fees. Client will payIWTthefeesassetforth intheExhibits. Except forinitial payments, which payments, unless provided
otherwise, shall be due andpayable upon theexecution ofthisAgreement andany Exhibit hereto, IWTwill submit toClient
aninvoice fortheamounts due. Unless provided otherwise, allinvoices submitted byIWTshall bedueandpayable infull,
without reduction for any offset, withholding orother claims, within thirty (30) days ofthe datethereof. Ifpayment isnot
made when due, interest shall accrue ontheunpaid balance atthelesser ofthe rate specified inTexas Government Code
Section 2251.025orthe maximum lawful rate; except, ifpayment isnottimely made for areason for which the Client may
withhold payment under theterms ofthisAgreement, interest shall notaccrue until ten (10) calendar days after thegrounds
forwithholding payment have been resolved.
5.2 Taxes. Fees donotinclude any taxes. Client isexempt bylawfrom payment ofState and Local Sales TaxandFederal
Excise Tax. Intheevent that taxes areassessed by anygovernmental body onany deliverable provided under this
Agreement, inwhich Client isnotexempted frompaying, IWTshall have theoption toterminate the Agreement inlieuof
assessment ofthetaxes against IWT. Provided however, that Client shall havethe option topay IWTallsuch taxamounts
Client shall provide IWT
with avalid taxexemption certificate upon request.
5.3 Travel Expenses. Any travel expenses shall bemutually agreed upon inwriting prior totravel taking place.
5.4 Non-Payment. Asopposed toexercising itsright toterminate anExhibit orthisAgreement inits entirety, IWT may, atIWT
sole discretion, suspend performance ofanyobligations under theapplicable Exhibit fornonpayment, but onlyuntil such
time aspayment ismade.
5.5 Currency. All feesarestated inUS dollars andarepayable inUScurrency.
5.6 Invoices. All invoices toClient shall beemailed ormailed tothefollowing address, which maybechanged from time to
time, provided Client provides IWT with written notice ofsuchchange:
Client Name: City ofDenton, Texas
Attn: Accounts Payable
215E. McKinney Street Materials Management
Denton, TX76201
Email: accountspayable@cityofdenton.com
6Term and Termination
6.1 Term andTermination. The term ofthisAgreement shallcommence on theEffective Dateandwill run for the periods as
indicated intheExhibits.
6.2 Termination forBreach. ThisAgreement maybeterminated byeither party upon abreach bytheother party ofanymaterial
term oftheAgreement oritsExhibits, which breach isnotcured (unless such breach isincapable ofcure, such as breach
oftherestrictions onuseand license grant described herein orofanyconfidentiality agreement between theparties hereto)
within thirty (30) daysofwritten notice ofthebreach. Upon termination forbreach, alluseandaccess totheLicensed
Products shall cease and Client shall immediately return toIWT ordestroy allcopies oftheLicensed Products, together
with alldocumentation andany other IWT proprietary information initspossession. Furthermore, Client shall provide IWT a
certification from anofficer ofClient thatallLicensed Products, documentation, andallcopies thereof, have been returned
toIWT ordestroyed inaccordance with this Agreement.
6.3 Effects ofTermination. Upon termination orexpiration ofthisAgreement forreasons other than the breach ofthis
Agreement: (i) alluseandaccess toproducts licensed onatermbasis shall cease and Client shall immediately return to
IWT ordestroy all copies oftheterm licensed products, together with alldocumentation andany other IWT proprietary
information initspossession. Client shall provide IWT acertification from anofficer ofClient that allterm licensed products
andallassociated documentation, have been returned toIWT ordestroyed inaccordance withthis Agreement. (ii) alluse
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and access toproducts licensed on aperpetual basis shall continue, subject totheterms ofthis Agreement andany
Exhibits, including but not limited to, the provisions for access anduseofthe Licensed Products (Section 1), Proprietary
Rights (Section 4), Warranties andIndemnification (Section 7), andConfidentiality (Section 8). Upontermination or
expiration ofthisAgreement, all Support Services and Professional Services asdiscussed inthisAgreement orany
Exhibits will cease.
7Warranties, Indemnity, andLimitations
7.1 Licensed Products Warranty. IWTwarrants that itistheowner oftheLicensed Products orotherwise hastheright and
authority togrant thelicenses toClient, which areprovided forherein. IWT represents thatfortheentire term covered by
dance withandas
specified inthe applicable documentation when operated inthedesignated environment. IWT does notrepresent thatthe
uninterrupted orerror free. Intheevent that Client does notpay therequired Support Services fees orthisAgreement is
terminated, Client agrees that allwarranty provisions andassociated remedies shall beterminated.
7.2 warranties inthis Section 7shallonly apply totheIWT Products developed byIWT orits
Section 7.2, IWT shall assign toClient anywarranty granted bythesupplying party fortheLicensed Products, totheextent
7.3
error(s) intheunmodified IWT Application asreported inwriting byClient shall bethatIWT, atitsoption, willuseits
reasonable good faith efforts tocorrect theerror(s), or, upon return oftheLicensed Product andaccompanying
documentation toIWT, terminate thisAgreement ortheapplicable license tothe Licensed Product, asthecasemaybe,
andrefund toClient asum equal toaportion ofthelicense feespaid, prorated onamonthly basis for theperiod inwhich
theapplication wasrendered unusable, fortheLicensed Product forwhich thelicense isterminated.
7.4 Services Warranty. IWTrepresents andwarrants that itisexperienced inproviding the Professional Services andSupport
Services described herein and further warrants that itwillperform theProfessional Services and Support Services ina
performance oftherelevant Professional Services freeofcharge.
7.5 Disclaimer. Inno event will IWT beliable foranylossofprofits, loss ofuse, business interruption, lossofdata, cost of
cover, orindirect, special, incidental, orconsequential damages ofany kind inconnection with orarising out ofthe
furnishing, performance oruse ofthe Licensed Products, Professional Services and/orSupport Services provided toClient
under this Agreement asapplicable, whether arising incontract ortortious conduct, orany other legal theory, including
negligence, orwhether arising frommistakes, omissions, interruptions deletion offiles, errors, defects, viruses orother
malicious code, delays inoperation oftransmission, orthe useorperformances ofaWork Product, or the delay orfailure of
performance the Professional and/orSupport Services provided under this Agreement, even ifIWT has been advised ofthe
possibility ofsuchdamages.
7.6 .
intellectual property rightsofanythird party. Client acknowledges that IWT may, inappropriate circumstances and atits
ofthisprovision. Client willbesolely
7.7 Limited Warranty. THE ABOVE ISALIMITED WARRANTY AND IT ISTHEONLY WARRANTY MADE BYIWT. EXCEPT
AS EXPRESSLY SET FORTH HEREIN, IWT MAKES NOREPRESENTATIONS ORWARRANTIES OF ANY KIND,
EXPRESS, IMPLIED ORSTATUTORY, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF
MERCHANTABILITY, FITNESS FOR APARTICULAR PURPOSE, TITLE ORNONINFRINGEMENT, AND IWT HEREBY
DISCLAIMS THE SAME.
7.8
SPECIFICATIONS ISCAUSED
ACCESS TO THE LICENSED PRODUCTS OTHER THAN ASINTENDED OR INVIOLATION OFTHIS AGREEMENT; OR
III) UNAUTHORIZED MODIFICATIONS MADE TO THE IWTLICENSED PRODUCTS ORSOFTWARE WORK
PRODUCT BYCLIENT.
7.9 Indemnification. (a) ByIWT. IWT SHALL INDEMNIFY, DEFEND ANDHOLD HARMLESS CLIENT AGAINST ANYLOSS,
DAMAGE OREXPENSE INCURRED BY CLIENT ASARESULT OFCLAIMS, ACTIONS, ORPROCEEDINGS
BROUGHT BYANY THIRDPARTY ALLEGING INFRINGEMENT BYAIWTLICENSED PRODUCT ORAWORK
PRODUCT, OFCOPYRIGHT, TRADEMARK, PATENT, OROTHER PROPRIETARY RIGHTS, AND AGAINST ITS
REASONABLE ATTORNEYS DAMAGES ORCOSTS AWARDED INRESPECT OFANY
SUCH CLAIM(S) ANDANYSUITARISING FROM ANYSUCH CLAIM(S); provided, however, that (i) Client shallhave
given IWT prompt written notice ofsuch claim, demand, suit oraction; (ii) Client shall cooperate with said defense by
iddefense; and (iii) IWT shall
have control ofthe defense ofsuchclaim, suit, demand, oraction andthesettlement orcompromise thereof. Further, IWT
shall have noliability forany infringement action orclaim that isbased upon orarising from thematters described inthis
paragraph iftheapplicable Licensed Product orWork Product ismodified oraltered byaparty other than IWTorisused for
apurpose other than thatforwhich itisintended orassetforth intheappropriate documentation. Ifatemporary or
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described inthis paragraph, IWT shall, atitsoption andexpense, either procure forClient theright tocontinue using the
Licensed Product orWork Product orreplace ormodify theLicensed Product orWork Product orinfringing portion thereof
sothatitnolonger infringes thealleged proprietary right. Inthe event that IWT concludes, initssole discretion, thatsuch
procurement, replacement ormodification isnotreasonably practical, IWT may terminate theapplicable Exhibit and/orthis
Agreement without penalty and refund that portion oftheFees attributable totheinfringing product, prorated onamonthly
basis. Client shall cease alluseofaLicensed Product orWork Product forwhich arefund isgiven. This paragraph sets
described herein. (b) ByClient. Client, totheextent allowed bylaw, shall indemnify, defend andhold harmless IWT against
any loss, damage orexpense incurred byIWT asaresult ofclaims, actions, orproceedings arising from any bodily harm or
orthe allegation ofinfringement oractual infringement byClient ofanycopyright, patent, trademark, trade secret, orother
proprietary right ofany third party. Client, totheextent allowed bylaw,
fees incurred inconnection withsuch claim(s), anymoney damages orcosts awarded in respect ofanysuchclaim(s) and
any suitarising from anysuch claim(s). Client shallbeentitled tohavesole control over the defense ofsuchclaim, unless
theclaim involves orrelates toanintellectual property right of IWT inwhich case IWT mayelect tohave solecontrol over
thedefense ofsuch claim asdescribed inthepreceding paragraph, andsuch election byIWTshall havenoeffect upon
such claim asprovided inthissection, IWT may participate insuchdefense and IWTshall have the right todefend the
claim insuch manner, asitmay deem appropriate, atthe costandexpense ofClient, but only totheextent allowed bylaw.
IWT understands andacknowledges thatClient isapolitical subdivision oftheState ofTexas andassuchClient maybe
entitled tostatutory andcommon law immunity from anyclaims alleged tobeindemnified under this Agreement. Nothing in
thisAgreement is intended tobeawaiver ofany immunity towhich Client might beentitled.
7.10Limi
EXCEED THE AGGREGATE AMOUNT OFPAYMENTS RECEIVED BYIWT FROM CLIENT UNDER THE EXHIBIT
GIVING RISE TO THE CLAIM. ADDITIONALLY, INNO EVENT WILL IWTBE LIABLE FORANY CLAIM BROUGHT BY
CLIENT MORE THAN ONE (1) YEAR AFTER THE CAUSE OFACTION AROSE OR REASONABLY SHOULD HAVE
BEEN DISCOVERED.
8. Confidentiality
8.1 proprietary or
confidential and which isdisclosed byeither party totheother inany form inconnection with thisAgreement. During the
term ofthis Agreement andforaperiod offive (5) years afterthedate oftermination ofthisAgreement orforaperiod of
five (5) years after thetermination ofuseoftheLicensed Products, whichever period islonger, each party: (i) shalltreatas
confidential allConfidential Information provided bytheother party; (ii) shall notuse suchConfidential Information except
asexpressly permitted under the terms ofthisAgreement orotherwise previously authorized inwriting bythedisclosing
party; (iii) shall implement reasonable procedures toprohibit thedisclosure, unauthorized duplication, reverse engineering,
disassembly, decompiling, misuse orremoval ofsuch Confidential Information; and (iv) shall not disclose suchConfidential
Information toanythird party. Without limiting theforegoing, eachofthe parties shalluseatleast the same procedures and
degree ofcaretoprevent thedisclosure ofConfidential Information asitusestoprevent thedisclosure ofitsown
confidential information oflikeimportance, andshall inanyevent use nolessthanreasonable procedures anda
reasonable degree ofcare.
8.2 Exceptions. Notwithstanding theabove, neither party shall have liability tothe other with regard toanyConfidential
Information that: (i) was generally available tothepublic atthe time itwasdisclosed, orbecomes generally available tothe
public through no faultofthe receiver; (ii) was known tothereceiving party atthe time ofdisclosure asshown bywritten
records inexistence atthetimeofdisclosure; (iii) was developed independently bythereceiving party prior tothe
disclosure, asshown bywritten records inexistence prior tothe disclosure; (iv) isdisclosed with the prior written approval
ofthe disclosing party; (v) becomes known tothereceiving party from asource other thanthe disclosing party without
breach ofthis Agreement bythe rece
rights; or (vi) isdisclosed pursuant tothe order orrequirement ofacourt, administrative agency, orother governmental
body, including the Texas Public Information Act, Government Code § 552.001 etal., provided thatthe receiving party shall
provide reasonable advance notice toenable the disclosing party toseekaprotective order orotherwise prevent such
disclosure andfurther provided thatany suchdisclosure shall not destroy ordiminish the confidential status ofsuch
Confidential Information.
9Miscellaneous
9.1 Force Majeure. Neither party shallbe liable tothe other byreason ofanyfailure ofperformance hereunder (except failure to
pay) ifsuch failure
the fault ornegligence ofsuch party. Without limiting thegenerality oftheforegoing, IWTshall notbeliable toClient inany
wayforany failure ordelay intheperformance ofitsobligations hereunder which failure iscaused, directly orindirectly, by
thefailure ofany matter forwhich Client isresponsible under thisAgreement orwhich isasuspension ofservices for
9.2 Assignment. Neither party mayassign this Agreement without theprior written consent oftheother, which consent willnot
beunreasonably withheld. Notwithstanding the foregoing, IWTmay assign thisAgreement toany entity acquiring
substantially all ofitsstock orassets or theassets to which this Agreement oranyExhibit relates.
9.3 Governing Law. ThisAgreement shall begoverned byandconstrued inaccordance with the laws ofthe State ofTexas,
without regard toconflicts oflaw principles.
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9.4 Exhibits. Each Exhibit tothisAgreement shall incorporate the terms ofthisAgreement. Intheevent ofanyconflict between
theterms ofthis Agreement andtheterms ofany Exhibit, theterms ofthisAgreement shall control unless anExhibit
expressly provides otherwise. Additional Exhibits added tothisAgreement from timetotime by themutual written
agreement oftheparties shallbenumbered sequentially under the letters oftherespective Exhibit title (e.g. Exhibit A
Licensed Products shallbeA-1, A-2, etc.) and each shall beinaddition totheprevious Exhibit.
9.5 for
theexpress purpose ofdetermining whether Client isincompliance with the terms ofthisAgreement. Should IWT findthat
Client isnot incompliance, Client shallpayforadditional services, ifany, received dueto such noncompliance.
9.6 Independent Contractor. IWT isanindependent contractor andisnotanagent oremployee of, andhasnoauthority to
bind, Client bycontract orotherwise. IWT willperform the Services under the general direction ofClient, but IWT will
htor
authority tocontrol themanner ormeans bywhich theServices areaccomplished.
9.7 Waiver. Nodelay oromission byeither party toexercise anyright orpower unless inwriting andsigned bytheparty
waiving rights ithas under thisAgreement shall impair orbeconstrued asawaiver ofsuch right orpower. Awaiver by
either party ofanycovenant orbreach shall notbe construed tobeawaiver ofanysucceeding breach orofany other
covenant.
9.8 Notices. Anynotice required tobesent toaparty under this Agreement will beinwriting, shall besentby: facsimile; first-
class mail return receipt requested; personal delivery; orovernight courier totheAddress forNotices given forthatparty
below, andshall beconsidered delivered upon proof ofsuch delivery. Either party may change its notice address bygiving
written notice totheother party.
IftoIWT: IftoClient:
IonWave Technologies, Inc. CityofDenton
3045 South Scenic, Suite 104 Attn: City Manager
Springfield, Missouri 65807 215East McKinney Street
Phone: 417-823-7773 Denton, TX 76201
Fax: 417-823-7778 Phone 940-349-7130 Fax: 940-349-7302
9.9 Severability. Ifanyprovision ofthis Agreement isheldtobeunenforceable, thenbothparties shall berelieved ofall
obligations arising under such provision, but onlytotheextent thatsuch provision isunenforceable, andthis Agreement
shall bedeemed amended by modifying such provision tothe extent necessary tomake itenforceable while preserving its
intent or, ifthatisnotpossible, bysubstituting another provision that isenforceable and achieves the same objective and
economic result. Itisexpressly understood and agreed that eachprovision ofthisAgreement that provides for alimitation
ofliability, disclaimer ofwarranties, indemnification orexclusion ordamages orother remedies are intended tobeenforced
assuch. Further, itisexpressly understood and agreed thatintheevent anyremedy under this Agreement isdetermined to
have failed itsessential purpose, all limitations ofliability and exclusions ofdamages orother remedies shall remain in
effect.
9.10Non-Solicitation. IWT andClient agree that theemployees ofIWT andClient may possess technical abilities thatarein
great demand and further agree thateach party has incurred substantial expense inrecruiting andtraining such employees
andwould incur even greater expense ifrequired toreplace any such employee. Therefore, IWT and Client each agree not
torecruit, either directly orindirectly, apresent employee ofthe other during theterm ofthis Agreement oranyother
agreement between them, and forone yearfollowing termination ofall suchagreements, without the express written
consent oftheother party. Upon breach ofthisprovision, thebreaching party agrees topaytheother twotimes theyearly
compensation oftheaffected employee. This remedy provided inthis paragraph shall betheonly monetary remedy for
breach oftheterms ofthisparagraph. Neither party isprevented fromseeking equitable relief for breach ofthisparagraph.
9.11Survival. Payment obligations and any other provisions, which bytheir terms ortheir nature are intended tosurvive, shall
survive theexpiration ortermination ofthisAgreement.
9.12Entire Agreement and Amendment. ThisAgreement, with allExhibits, istheentire agreement between the parties with
respect toitssubject matter, and supersedes andreplaces anyprior agreement between theparties withrespect tosaid
subject matter andthere areno other representations, understandings oragreements between the parties relative tosuch
subject matter. Amendments orwaivers ofany provision ofthisAgreement oritsExhibits shall bevalid only asclearly
identified assuch, inwriting and signed bytheparties. Nopurchase order submitted byClient, even ifaccepted byIWT,
shall bedeemed tomodify anyterms ofthisAgreement, unless IWT has expressly stated inwriting itsintent todo so.
INWITNESS WHEREOF, eachparty hereto hascaused this Agreement tobeexecuted byitsduly authorized representative.
IWT - IonWave Technologies, Inc. Client: City ofDenton, Texas
Signed: Signed:
Printed Name: Printed Name:
Printed Title: Printed Title:
Date: Date:
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ExhibitA
LicensedProducts
1. License Grant. IWTGrants toClient, inaccordance with and subject totheterms and conditions set forthinthis
Agreement, alicense totheIWT products asspecified below:
i) IWTSourcing subject tothe following terms andrestrictions:
The license grant shallbeforafive (5) yearperiod starting upon theexecution ofthis Agreement, withusage
limited toClient employees.
The IWTSourcing license shall include the Electronic Bidding (eRFx) and Supplier Management / Registration
Modules. TheBidEvaluation Scoring module, theReverse Auction module, theBid Workflow module, andany
future modules released byIWT arespecifically excluded. Client maypurchase additional modules and
incorporate anadditional Exhibit intothisagreement.
The cost ofthelicense shall bepaid annually asoutlined inthe payment section below.
2. Support Services. IWTwill provide Support Services totheClient, inaccordance withandsubject tothe terms and
conditions setforthinthis Agreement, asspecified below:
i) Support andMaintenance:
IWT will provide Support Services asdetailed inExhibit Bfortheproducts listed above during thelicense period at
noadditional cost toClient.
3. Payment. Payment for the license fees shall be due asfollows:
i) $20,000Annual License Fees dueOctober 1, 2018 fortheservice period 10/01/2018 to09/30/2019.
ii) $20,000Annual License Fees due October 1, 2019fortheservice period 10/01/2019 to09/30/2020.
iii) $20,000Annual License Fees dueOctober 1, 2020 forthe service period 10/01/2020 to09/30/2021.
iv) $20,500Annual License Fees due October 1, 2021 fortheservice period 10/01/2021 to09/30/2022.
v) $21,000Annual License Fees dueOctober 1, 2021fortheservice period 10/01/2022 to09/30/2023.
4. Non-Appropriation ofFunds. Client intends toremit toIWT allannual payments forthe fullterm ofthisAgreement if
funds are available. Inthe event Client isnotgranted anappropriation offunds fortherequired annual payments under this
Agreement, Client shall have theright toterminate this Agreement onthe lastdayoftheannual period for which payment
wasmade without penalty orexpense toClient. Client agrees toprovide written notification of itsintent toterminate the
agreement nolater than 30days priortoananniversary date asdescribed herein.
INWITNESS WHEREOF, each party hereto hascaused this Exhibit tobeexecuted and amended totheAgreement byitsduly
authorized representative.
IWT - IonWave Technologies, Inc. Client City ofDenton, Texas
Signed: Signed:
Printed Name: Printed Name:
Printed Title: Printed Title:
Date: Date:
IonWave Technologies, Inc. Confidential
Master License & Services Agreement Page 7of10
DocuSign Envelope ID: EB5D72B6-E69E-4896-89CB-35330CCD83CB
ExhibitB
SupportServices
1.
a.m.
Memorial Day, Independence Day, Labor Day, Thanksgiving Day and theFriday immediately following Thanksgiving,
Christmas Eve, andChristmas Day), and24x7 access forreporting Level 1 (asdefined below) situations, toadesignated,
authorized, qualified, andtrained
o
b) use commercially reasonable efforts tocorrect reproducible errors ormalfunctions to
enable the IWT Products tosubstantially perform inaccordance withandasspecified intheaccompanying documentation.
2. IWT shall usecommercially reasonable efforts todeliver asolution oraction plan tocorrect reported errors that IWT
arepartially ortotally inoperative, including butnotlimited
to, total system failure, data loss, data corruption, oraprocessing offunctions andprocesses soslow asto render the
application unusable, orany Level 2error where areasonable alterna
twenty (120) daysfrom
theusability ofthe product being restricted andforwhich areasonable alternative work process canbe established; (iii)
tocorrect within the next scheduled
operate optimally, butwhere impact onfunctionality and/orusability isagreed byClient andIWT tobeminor and result ina
commercially reasonable efforts tocorrect within thenext scheduled production release oftheIWT Applicati
including butnotlimited toacosmetic ordocumentation error.
3. IWT shall provide allextensions, enhancements, andother changes, which are logical improvements toaIWT Product andto
which IWT makes generally available onacommercial basis, without charge, toanyother licensee oftheIWT Product
are then made generally available onacommercial basis
asseparate, price-listed options or additions toanIWT Product nordothey include any Professional Services Fees that may
berequired forimplementation.
4. IWT shall have noobligation toprovide Support Services except toClient Support Contact andonly with respect tothe
unmodified Supported Releases. When anIWT Product isdeployed inconjunction with other software products, including but
notlimited towebservers, browsers, databases, andoperating systems, IWT isnot responsible forproviding Support
Services forthese other products, orforensuring correct interoperation withthese products.
5. Client shall use commercially reasonable efforts toassist IWT inreproducing the specific situation inwhich aIWTProduct,
standing alone, demonstrates afailure tosubstantially conform inallmaterial respects tothe functional specifications setforth
quate research with
respect toaDefect orrelated issue prior tocontacting IWT for assistance.
Hosting Services
1. IWT shall use commercially reasonable efforts tomake allhosted IWT Products available toClient foratleast ninety-nine
percent (99%) ofthetime (determined monthly), seven (7) days aweek, twenty-four (24) hours perday, notincluding any
unavailability that; (i) lasts lessthan fifteen (15) minutes; (ii) results from regularly scheduled IWT maintenance; (iii) results
fromfailure ofClie
2. Data Backup. In recognition t
commercially reasonable backup pla
INWITNESS WHEREOF, eachparty hereto has caused thisExhibit tobeexecuted and amended tothe Agreement byitsduly
authorized representative.
IWT - IonWave Technologies, Inc. Client -
Signed: Signed:
Printed Name: Printed Name:
Printed Title: Printed Title:
Date: Date:
IonWave Technologies, Inc. Confidential
Master License & Services Agreement Page 8of10
DocuSign Envelope ID: EB5D72B6-E69E-4896-89CB-35330CCD83CB
ExhibitC
StatementofWork ("SOW")
1. Introduction
Client seeks toimplement theIWTSourcing application (the "Solution"). The primary objective oftheproject istoconfigure and
implement theSolution fortheClient. This willbedone inaway that utilizes thestandard features oftheSolution andisbased on
theSolution standard configurations.
This SOW describes thescope ofservices andtheservices investment necessary tocomplete the Solution implementation
project. IWT Professional Services will usecommercially reasonable efforts inamanner consistent with software industry
standard guidelines and asoutlined inthis SOW toprovide theguidance and expertise necessary tohelp Client successfully
implement theSolution.
2. Summary ofIWTResponsibilities
Thefollowing major activities areincluded inthescope ofthis project and willbeperformed byIWT:
i) Coordinate and lead allmeetings, workshops, andtraining sessions.
ii) Provide uptothree web--time employees.
iii) Provide project management, including coordination andmanagement activities, issue tracking, andweekly status
reporting toClient.
iv) Coordinate Client acceptance testing.
v) Provide configuration guides totheClient offering configuration choices.
vi) After initial training iscompleted, prepare theSolution forgo-live.
vii) Provide issue resolution according totheseverity levels and response times asoutlined intheAgreement.
3. Summary ofClientResponsibilities
Client agrees toundertake atitssoleexpense, thefollowing responsibilities:
i) Assignment ofaninternal dedicated project manager tomanage the Solution and itsimplementation.
ii) Coordinate internal participation inproject related meetings.
iii) Provide materials andfacilities forproject related activities, including Internet-capable machines fortraining
sessions.
iv) Purchase, install, andvalidate any third-party software required.
v) Develop and implement test scripts foracceptance oftheSolution.
vi) Plan, coordinate, and participate intraining sessions and complete alltraining assignments.
vii) Plananddirect theproduction deployment (Go-live).
4. Technical Requirements
Client willberesponsible for procurement, installation, and operational verification ofallsoftware, software licenses, equipment,
andhardware required tosupport the Solution intheproduction deployment. This includes:
i) Web Browsers. Client willberesponsible for procurement, installation, andoperational verification ofallweb browser
licenses. IWTwillprovide itsminimum browser requirements during the Workshops.
ii) Commodity Code. Client will beresponsible forprocurement and licensing ofanydesired proprietary commodity
code structure(s).
iii) Network Performance. Client isresponsible for maintaining thesatisfactory network performance needed toconduct
thedeployment oftheproduction system.
iv) IWT may modify anyofthe above hardware and software requirements fromtime totime, upon ninety (90) days
written notice toClient.
5. Project Organization andOperating Procedures
i) Project Organization. Client andIWT agree toassign dedicated staff toperform their respective project activities.
ii) Change Control Process. IWTprojects follow astandard change control process. Ifduring the course ofaproject, a
scope change isidentified, then theIWT project manager will document thechange and associated cost orschedule
impacts onachange authorization form. Once documented, theIWT project manager reviews thechange with the
Client project manager. Scope changes are defined asanymodification tothe agreed scope ofaproject, including
but notlimited torequirements, software modules, configuration changes, project delays andenhancements or
modifications totheproduct. Scope changes canrequire modification tocost, schedule, quality or other project
deliverables andtherefore require sign-off from theClient project manager. No work onscope changes willbe
conducted until sign offisobtained. Changes thatimpact scope require approval from the IWT project manager and
theClient project manager.
IonWave Technologies, Inc. Confidential
Master License & Services Agreement Page 9of10
DocuSign Envelope ID: EB5D72B6-E69E-4896-89CB-35330CCD83CB
iii) Acceptance Process. Client will review any Work Product requiring explicit acceptance within five (5) business days
ofdelivery and will document required adjustments. IfIWT does notreceive notice within thedefined five-day period,
each Work Product willbeconsidered accepted. Within five (5) days, IWT will provide arevised Work Product that
incorporates the agreed adjustments. Intheevent that Client doesnot accept therevised Work Product, theparties
may agree torepeat this review andacceptance process one additional time. Ifdisputes remain after repeating the
iv) Work Location. Unless otherwise specified, Client and IWT will perform allwork attheir respective locations.
6. Project Investment
Project Payment Schedule
Payment Item Amount Payment Schedule
Mobilization Fee $0 Remitted toIWTupon thestart ofthe project.
Remitted toIWT upon thepreparation oftheGo-LiveFee $0
system forGo-Live following training and
configuration.
TotalServices $0
Travel andAdministrative Expenses Estimate -0- Notravel isexpected forthisengagement.
INWITNESS WHEREOF, each party hereto hascaused this Exhibit tobeexecuted and amended totheAgreement byitsduly
authorized representative.
IWT - IonWave Technologies, Inc. Client City ofDenton, Texas
Signed: Signed:
Printed Name: Printed Name:
Printed Title: Printed Title:
Date: Date:
THIS AGREEMENT HASBEENATTEST:
BOTH REVIEWED ANDAPPROVEDJENNIFERWALTERS, CITY SECRETARY
astofinancial and operational
obligations and business terms. BY: __________________________________
APPROVED AS TOLEGAL FORM:
SIGNATURE PRINTED NAMEAARONLEAL, CITY ATTORNEY
TITLEBY: _______________________________
DEPARTMENT
IonWave Technologies, Inc. Confidential
Master License & Services Agreement Page 10of10
DocuSign Envelope ID: EB5D72B6-E69E-4896-89CB-35330CCD83CB
Exhibit
House Bill89 - Government Code 2270
VERIFICATION
I, _______________________________________________, theundersigned
representativeof ______________________________CompanyorBusinessname
hereafterreferredtoascompany), being anadultovertheageofeighteen (18)
yearsofage, verifythatthecompanynamed-above, undertheprovisionsof
SubtitleF, Title10, GovernmentCodeChapter2270:
1. DoesnotboycottIsraelcurrently; and
2. WillnotboycottIsraelduringthetermofthecontracttheabove-named
Company, businessorindividualwithCityofDenton.
Pursuant toSection 2270.001, Texas Government Code:
1.
with, orotherwise taking anyaction that isintended topenalize, inflict
economic harm on, orlimit commercial relations specifically withIsrael, or
withaperson orentity doing business inIsrael orinan Israeli-controlled
territory, butdoes notinclude anaction made forordinary business
purposes; and
2. -profit sole proprietorship, organization,
association, corporation, partnership, joint venture, limited partnership,
limited liability partnership, oranylimited liability company, including a
wholly owned subsidiary, majority-owned subsidiary, parent company or
affiliate ofthose entities orbusiness associations that exist tomake aprofit.
NameofCompanyRepresentative (Print)
SignatureofCompanyRepresentative
Date
DocuSign Envelope ID: EB5D72B6-E69E-4896-89CB-35330CCD83CB
Exhibit
Senate Bill 252 -Government Code 2252
CERTIFICATION
I, ______________________________________________, theundersigned
representativeof ________________________________________________
Companyorbusinessname) beinganadultovertheageofeighteen (18) yearsof
age, pursuanttoTexasGovernmentCode, Chapter2252, Section2252.152and
Section2252.153, certifythatthecompanynamedaboveisnotlistedonthe
websiteoftheComptrolleroftheStateofTexasconcerningthelistingof
companiesthatareidentifiedunderSection806.051, Section807.051orSection
2253.153. Ifurthercertifythatshouldtheabove-namedcompanyenterintoa
contractthatisonsaidlistingofcompaniesonthewebsiteoftheComptrollerof
theStateofTexaswhichdobusinesswithIran, SudanoranyForeignTerrorist
ManagementDepartment.
NameofCompanyRepresentative (Print)
SignatureofCompanyRepresentative
Date
DocuSign Envelope ID: EB5D72B6-E69E-4896-89CB-35330CCD83CB
Exhibit
CONFLICTOFINTERESTQUESTIONNAIRE - FORMCIQ
Forvendororotherpersondoingbusinesswithlocalgovernmentalentity
Thisquestionnaire reflectschangesmadetothelawbyH.B. 23, 84thLeg., RegularSession.
This questionnaire isbeing filed inaccordance withChapter 176, Local Government Code, byavendor whohasabusiness relationship as
defined bySection 176.001(1-a) with alocal governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must befiled with therecords administrator ofthelocal government entity notlater than the 7thbusiness day after
the date thevendor becomes aware offacts that require thestatement tobefiled. SeeSection 176.006(a-1), Local Government Code.
Avendor commits anoffense ifthevendor knowingly violates Section 176.006, Local Government Code. Anoffense under thissection isa
misdemeanor.
Nameofvendor whohasabusiness relationship withlocalgovernmental entity. 1
2 Check thisboxifyouarefilinganupdatetoapreviously filedquestionnaire.
thThelawrequiresthatyoufileanupdatedcompletedquestionnairewiththeappropriatefilingauthoritynotlaterthanthe7business
dayafterthedateonwhichyoubecame aware thattheoriginally filedquestionnaire was incomplete orinaccurate.)
3 Name oflocalgovernment officer about whom theinformation inthissection isbeingdisclosed.
Name ofOfficer
Thissection, (item 3including subparts A, B, C & D), must becompleted foreach officer with whom thevendor hasanemployment orother business relationship
asdefined bySection 176.001(1-a), Local Government Code. Attachadditional pages tothisFormCIQ asnecessary.
A. Isthelocalgovernment officer named inthissection receiving orlikelytoreceive taxable income, other than investment income, from thevendor?
Yes No
B. Isthevendor receiving orlikely toreceive taxable income, other than investment income, from oratthedirection ofthelocalgovernment officer
named inthis section AND thetaxable income isnot received from thelocal governmental entity?
Yes No
C. Isthefiler ofthisquestionnaire employed byacorporation orother business entitywithrespect towhich thelocal government officer serves asan
officer ordirector, orholdsanownership ofonepercent ormore?
Yes No
D. Describe eachemployment orbusiness andfamily relationship withthelocal government officer named inthis section.
4 IhavenoConflictofInterest todisclose.
5
Signature ofvendor doing business withthegovernmental entity Date
Certificate OfCompletion
Envelope Id: EB5D72B6E69E489689CB35330CCD83CBStatus: Completed
Subject: Please DocuSign: City Council Contract 6873 Ionwave
Source Envelope:
Document Pages: 14Signatures: 14Envelope Originator:
Certificate Pages: 6Initials: 0Jamie Cogdell
AutoNav: Enabled901B Texas Street
EnvelopeId Stamping: EnabledDenton, TX 76209
Time Zone: (UTC-06:00) Central Time (US & Canada)Jamie.Cogdell@cityofdenton.com
IPAddress: 129.120.6.150
Record Tracking
Status: OriginalHolder: Jamie CogdellLocation: DocuSign
10/15/2018 9:55:31AM Jamie.Cogdell@cityofdenton.com
Signer EventsSignatureTimestamp
Jamie CogdellSent: 10/15/2018 10:06:29 AMCompleted
jamie.cogdell@cityofdenton.comViewed: 10/15/2018 10:06:37 AM
Senior BuyerSigned: 10/15/2018 10:07:33 AM
Using IPAddress: 129.120.6.150CityOfDenton
Security Level: Email, Account Authentication
None)
ElectronicRecordandSignatureDisclosure:
Not Offered viaDocuSign
Mack ReinwandSent: 10/15/2018 10:07:36 AM
mack.reinwand@cityofdenton.comViewed: 10/15/2018 11:04:29 AM
City of DentonSigned: 10/15/2018 11:11:27 AM
Security Level: Email, Account Authentication Signature Adoption: Pre-selected StyleNone)
Using IPAddress: 129.120.6.150
ElectronicRecordandSignatureDisclosure:
Not Offered viaDocuSign
Darren HendersonSent: 10/15/2018 11:11:29 AM
dhenderson@ionwave.netViewed: 10/15/2018 12:34:23 PM
CEOSigned: 10/15/2018 12:37:26 PM
IonWave Technologies, Inc. Signature Adoption: Pre-selected StyleSecurityLevel: Email, Account Authentication Using IPAddress: 75.98.102.26None)
ElectronicRecordandSignatureDisclosure:
Accepted: 10/15/2018 12:34:23PM
ID: 56fe8266-efa1-4ff0-b7d8-46b5b943b7c2
Cassandra OgdenSent: 10/15/2018 12:37:29 PM
cassandra.ogden@cityofdenton.comViewed: 10/15/2018 1:43:09 PM
Director of Procurement and ComplianceSigned: 10/15/2018 1:52:16 PM
City ofDenton Signature Adoption: Pre-selected StyleSecurityLevel: Email, Account Authentication Using IPAddress: 129.120.6.150None)
ElectronicRecordandSignatureDisclosure:
Not Offered viaDocuSign
Signer EventsSignatureTimestamp
Tabitha MillsopSent: 10/15/2018 1:52:18 PMCompleted
tabitha.millsop@cityofdenton.comViewed: 11/7/2018 9:55:09 AM
City of DentonSigned: 11/7/2018 9:55:32 AM
Using IPAddress: 129.120.6.150SecurityLevel: Email, Account Authentication
None)
ElectronicRecordandSignatureDisclosure:
Not Offered viaDocuSign
Todd HilemanSent: 11/7/2018 9:55:36 AM
Todd.Hileman@cityofdenton.comViewed: 11/7/2018 10:50:22 AM
City ManagerSigned: 11/7/2018 10:50:37 AM
City ofDenton Signature Adoption: Pre-selected StyleSecurityLevel: Email, Account Authentication Using IPAddress: 47.190.47.120None)
Signed using mobile
ElectronicRecordandSignatureDisclosure:
Accepted: 7/25/2017 11:02:14AM
ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21
Jennifer WaltersSent: 11/7/2018 10:50:40 AM
jennifer.walters@cityofdenton.comViewed: 11/8/2018 1:31:54 PM
City SecretarySigned: 11/8/2018 1:32:23 PM
City ofDenton Signature Adoption: Pre-selected StyleSecurityLevel: Email, Account Authentication Using IPAddress: 129.120.6.150None)
ElectronicRecordandSignatureDisclosure:
Not Offered viaDocuSign
InPerson Signer EventsSignatureTimestamp
Editor Delivery EventsStatusTimestamp
Agent Delivery EventsStatusTimestamp
Intermediary Delivery EventsStatusTimestamp
Certified Delivery EventsStatusTimestamp
Carbon Copy EventsStatusTimestamp
Sherri ThurmanSent: 10/15/2018 10:07:35 AM
sherri.thurman@cityofdenton.com
City ofDenton
Security Level: Email, Account Authentication
None)
ElectronicRecordandSignatureDisclosure:
Not Offered viaDocuSign
Jane RichardsonSent: 11/7/2018 9:55:35 AM
jane.richardson@cityofdenton.com
Assistant CitySecretary
City ofDenton
Security Level: Email, Account Authentication
None)
ElectronicRecordandSignatureDisclosure:
Not Offered viaDocuSign
Carbon Copy EventsStatusTimestamp
Jennifer BridgesSent: 11/8/2018 1:32:27 PM
jennifer.bridges@cityofdenton.com
Procurement Assistant
City ofDenton
Security Level: Email, Account Authentication
None)
ElectronicRecordandSignatureDisclosure:
Not Offered viaDocuSign
Jane RichardsonSent: 11/8/2018 1:32:28 PM
jane.richardson@cityofdenton.comViewed: 11/9/2018 3:32:47 PM
Assistant CitySecretary
City ofDenton
Security Level: Email, Account Authentication
None)
ElectronicRecordandSignatureDisclosure:
Not Offered viaDocuSign
Rebecca HunterSent: 11/8/2018 1:32:29 PM
Rebecca.Hunter@cityofdenton.com
Assistant Purchasing Manager
City ofDenton
Security Level: Email, Account Authentication
None)
ElectronicRecordandSignatureDisclosure:
Not Offered viaDocuSign
Notary EventsSignatureTimestamp
Envelope Summary EventsStatusTimestamps
Envelope SentHashed/Encrypted11/8/2018 1:32:29 PM
Certified DeliveredSecurity Checked11/8/2018 1:32:29 PM
Signing CompleteSecurity Checked11/8/2018 1:32:29 PM
CompletedSecurity Checked11/8/2018 1:32:29 PM
Payment EventsStatusTimestamps
Electronic Record andSignature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
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AMENDMENT NUMBER 1
TO THE AGREEMENT
BETWEEN THE
CITY OF DENTON, TEXAS
AND
ION WAVE TECHNOLOGIES, INC.
This Amendment Number 1 entered into and effective on December 1, 2019, modifies the Master License
and Services Agreement (“Agreement”) between the City of Denton, Texas, (“Client”) and Ion Wave
Technologies, Inc. (“IWT”) entered into on October 1, 2018, as follows:
1. Definitions: All definitions set forth in the Agreement shall have the same meaning unless stated
otherwise in this Amendment.
2. This Amendment Number 1 is issued to add the Bid Evaluation Scoring module for an additional
$22,200 over the term of the previous Agreement, as detailed in the attached Exhibit A-1.
3. The remaining four annual payments and services periods on Exhibit A are removed and
superseded by this Amendment’s Exhibit A-1.
4. All other terms and conditions of the Agreement remain unchanged.
Exhibit A-1
Licensed Products
1. License Grant. IWT Grants to Client, in accordance with and subject to the terms and conditions set forth in this
Agreement, a license to the IWT products as specified below:
(i) IWT Sourcing
• The previous license grant shall be extended until September 30, 2023, with usage limited to Client
employees.
• The IWT Sourcing license shall include the Electronic Bidding (eRFx) module, the Supplier Management /
Registration module, and the Bid Evaluation Scoring module. The Reverse Auction module, the
Workflow/Collaboration module, and any future modules released by IWT are specifically excluded. Client
may purchase additional modules and incorporate an additional Exhibit into this agreement.
• The cost of the license shall be paid annually as outlined in the payment section below.
2. Support Services. IWT will provide Support Services to the Client, in accordance with and subject to the terms and
conditions set forth in this Agreement, as specified below:
(i) Support and Maintenance:
• IWT will provide Support Services as detailed in Exhibit B for the products listed above during the license
period at no additional cost to Client.
3. Payment. Payment for the license fees shall be due as follows:
(i) $24,200 Annual License Fees due October 1, 2019 for the service period 10/01/2019 to 09/30/2020.
(ii) $25,750 Annual License Fees due October 1, 2020 for the service period 10/01/2020 to 09/30/2021.
(iii) $26,500 Annual License Fees due October 1, 2021 for the service period 10/01/2021 to 09/30/2022.
(iv) $27,250 Annual License Fees due October 1, 2022 for the service period 10/01/2022 to 09/30/2023.
4. Non-Appropriation of Funds. Client intends to remit to IWT all annual payments for the full term of this Agreement if
funds are available. In the event Client is not granted an appropriation of funds for the required annual payments under
this Agreement, Client shall have the right to terminate this Agreement on the last day of the annual period for which
payment was made without penalty or expense to Client. Client agrees to provide written notification of its intent to
terminate the agreement no later than 30 days prior to an anniversary date as described herein.
IN WITNESS WHEREOF, each party hereto has caused this Exhibit to be executed and amended to the Agreement by its duly
authorized representative.
IWT - Ion Wave Technologies, Inc. (IWT) Client – City of Denton, Texas
Signed:
Signed: lori hewell
Printed Name: Darren C Henderson
Printed Name: lori hewell
Printed Title: CEO
Printed Title: purchasing manager
Date:
Date:
EXHIBIT C-1
Statement of Work ("SOW")
1. Introduction
Client seeks to implement the IWT Bid Evaluation Scoring Module (the "Solution"). The primary objective of the project is to
configure and implement the Solution for the Client’s initial affiliate partner. This will be done in a way that utilizes the standard
features of the Solution and is based on the Solution standard configurations.
This SOW describes the scope of services and the services investment necessary to complete the Solution implementation
project. IWT Professional Services will use commercially reasonable efforts in a manner consistent with software industry
standard guidelines and as outlined in this SOW to provide the guidance and expertise necessary to help Client successfully
implement the Solution.
2. Summary of IWT Responsibilities
The following major activities are included in the scope of this project and will be performed by IWT:
(i) Coordinate and lead all meetings, workshops, and training sessions.
(ii) Provide up to two web-based training sessions to Client’s full-time employees.
(iii) Provide project management, including coordination and management activities, issue tracking, and weekly
status reporting to Client.
(iv) Coordinate Client acceptance testing.
(v) Provide configuration guide to the Client offering and explaining configuration choices.
(vi) After initial training is completed, prepare the Solution for go-live.
(vii) Provide issue resolution according to the severity levels and response times as outlined in the Agreement.
3. Summary of Client Responsibilities
Client agrees to undertake at its sole expense, the following responsibilities:
(i) Assignment of an internal dedicated project manager to manage the Solution and its implementation.
(ii) Coordinate internal participation in project related meetings.
(iii) Provide materials and facilities for project related activities, including Internet-capable machines for training
sessions.
(iv) Purchase, install, and validate any third-party software required.
(v) Develop and implement test scripts for acceptance of the Solution.
(vi) Plan, coordinate, and participate in training sessions.
(vii) Plan and direct the production deployment (Go-live).
4. Technical Requirements
Client will be responsible for procurement, installation, and operational verification of all software, software licenses,
equipment, and hardware required to support the Solution in the production deployment. This includes:
(i) Web Browsers. Client will be responsible for procurement, installation, and operational verification of all web
browser licenses. IWT will provide its minimum browser requirements during the Workshops.
(ii) Network Performance. Client is responsible for maintaining the satisfactory network performance needed to
conduct the deployment of the production system.
(iii) IWT may modify any of the above hardware and software requirements from time to time, upon ninety (90) days
written notice to Client.
5. Project Organization and Operating Procedures
(i) Project Organization. Client and IWT agree to assign dedicated staff to perform their respective project activities.
(ii) Change Control Process. IWT projects follow a standard change control process. If during the course of a
project, a scope change is identified, then the IWT project manager will document the change and associated
cost or schedule impacts on a change authorization form. Once documented, the IWT project manager reviews
the change with the Client project manager. Scope changes are defined as any modification to the agreed scope
of a project, including but not limited to requirements, software modules, configuration changes, project delays
and enhancements or modifications to the product. Scope changes can require modification to cost, schedule,
quality or other project deliverables and therefore require sign-off from the Client project manager. No work on
scope changes will be conducted until sign off is obtained. Changes that impact scope require approval from the
IWT project manager and the Client project manager.
(iii) Acceptance Process. Client will review any Work Product requiring explicit acceptance within five (5) business
days of delivery and will document required adjustments. If IWT does not receive notice within the defined five-
day period, each Work Product will be considered accepted. Within five (5) days, IWT will provide a revised Work
Product that incorporates the agreed adjustments. In the event that Client does not accept the revised Work
Product, the parties may agree to repeat this review and acceptance process one additional time. If disputes
remain after repeating the acceptance process, the project team will refer these to IWT’s and the Client’s
executive teams for resolution.
(iv) Work Location. Unless otherwise specified, Client and IWT will perform all work at their respective locations.
6. Project Investment
Project Payment Schedule
Payment Item Amount Payment Schedule
Mobilization Fee $0 Remitted to IWT upon the start of the project.
Go-Live Fee $0
Remitted to IWT upon the preparation of the
system for Go-Live following training and
configuration.
Total Services $0
Travel and Administrative Expenses Estimate -0- No travel is expected for this engagement.
IN WITNESS WHEREOF, each party hereto has caused this Exhibit to be executed and amended to the Agreement by its duly
authorized representative.
IWT - Ion Wave Technologies, Inc. (IWT) Client - City of Denton, Texas
Signed:
Signed: lori hewell
Printed Name: Darren C Henderson
Printed Name: lori hewell
Printed Title: CEO
Printed Title: purchasing manager
Date:
Date: