8357 - Contract Executed
Docusign Transmittal Coversheet
File Name
Purchasing Contact
Contract Expiration
DocuSign Envelope ID: F8924777-CE3B-4B9C-900D-B6F54A248127
8357 Route Management
September 2026
Christina Dormady
Contract # 8357
CONTRACT BY AND BETWEEN
CITY OF DENTON, TEXAS AND COMPANY NAME
(CONTRACT 8357)
THIS CONTRACT is made and entered into this date ______________________, by and
between RUBICON GLOBAL, LLC, a Delaware limited liability company, whose address is
_____________________________, hereinafter referred to as "Contractor," and the CITY OF
DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be
effective upon approval of the Denton City Council and subsequent execution of this Contract by
the Denton City Manager or his duly authorized designee.
For and in consideration of the covenants and agreements contained herein, and for the
mutual benefits to be obtained hereby, the parties agree as follows:
SCOPE OF SERVICES
Supplier shall provide products and/or services in accordance with Contractor’s Proposal.
The Contract consists of this written agreement and the following items which are attached hereto
and incorporated herein by reference:
(a) Contractor’s Proposal (Exhibit "A");
(b) Insurance Requirements (Exhbit “B”)
(c) Form CIQ – Conflict of Interest Questionnaire (Exhibit "C");
These documents make up the Contract documents and what is called for by one shall be
as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions
of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence
first to the written agreement then to the contract documents in the order in which they are listed
above. These documents shall be referred to collectively as “Contract Documents.”
Prohibition on Contracts with Companies Boycotting Israel
Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel
during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed
to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Contractor
certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet or
maintain the requirements under this provision will be considered a material breach.
Prohibition on Contracts with Companies Boycotting Certain Energy Companies
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott
energy companies during the term of the contract. The terms “boycott energy company” and “company”
shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By
signing this agreement, Contractor certifies that Contractor’s signature provides written verification to
the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy
DocuSign Envelope ID: F8924777-CE3B-4B9C-900D-B6F54A248127
335 Madison Ave, New York, NY
10017
9/26/2023
Contract # 8357
companies during the term of the agreement. Failure to meet or maintain the requirements under this
provision will be considered a material breach.
Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm Trade
Associations
Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is
prohibited from entering into a contract with a company for goods or services unless the contract contains
written verification from the company that it (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the
term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a
firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the
meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this
agreement, Contractor certifies that Contractor’s signature provides written verification to the City that
Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a
firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract
against a firearm entity or firearm trade association. Failure to meet or maintain the requirements under
this provision will be considered a material breach.
Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign
Terrorist Organization
Sections 2252 and 2270 of the Texas Government Code restricts CITY from contracting with companies
that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement,
Contractor certifies that Contractor’s signature provides written verification to the City that Contractor,
pursuant to Chapters 2252 and 2270, is not ineligible to enter into this agreement and will not become
ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign
terrorist organization. Failure to meet or maintain the requirements under this provision will be considered
a material breach.
Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned
Companies
The City of Denton may terminate this Contract immediately without any further liability if the City of
Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2274, and
Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of
the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or
other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or
other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated
country.
The parties agree to transact business electronically. Any statutory requirements that certain terms
be in writing will be satisfied using electronic documents and signing. Electronic signing of this
document will be deemed an original for all legal purposes.
DocuSign Envelope ID: F8924777-CE3B-4B9C-900D-B6F54A248127
Contract # 8357
EXHIBIT A
CONRACTOR’S PROPOSAL
DocuSign Envelope ID: F8924777-CE3B-4B9C-900D-B6F54A248127
CONTRACT PRICING WORKSHEET
For Catalog & Price Sheet Type Purchases
Contract
FL03-21 No.:
Date
8/22/23
Prepared:
This Worksheet is prepared by Contractor and given to End User. If a PO is issued, both documents
MUST be faxed to H-GAC @ 713-993-4548. Therefore please type or print legibly.
Buying
City of Denton, TX Agency: Contractor: Rubicon Technologies, LLC
Contact
John Harris Person: Prepared
Wyeth West
By:
Phone: 940-349-7116 Phone: 202-253-5756
Fax: Fax:
Email: John.Harris@cityofdenton.com Email: wyeth.west@rubicon.com
Catalog / Price Sheet
Name:
General Description
of Product:
Smart City Fleet and Route Management Solution: standard, asset-light hardware and automatic data upload, cloud-based solution (per vehicle
license, priced as a single vehicle) -- smartphone or tablet in-cab monitoring (iOS and Android); complete standard solution, software (and phone app)
licensing; software functionality inclusive of, but not limited to: active vehicle status tracking and management (idle time, stationary time, fuel
consumption, engine status, miles traveled, etc.), asset management (refuse bin condition, location flagging, etc.), route management (route progress,
speeding and hard driving, automated service confirmations, work order tracking, pre and post trip reports, etc.), data collection (pot holes, graffiti,
vacant home, downed trees, etc.), and complete navigation and directional solution (turn-by-turn directions, navigation to disposal sites, etc.); camera
integration capability
(Offeror shall include the Form-E options prices: differential upgrade price for hardware enhancements beyond the standard offering)
Quan Description Unit Pr Total
$3,750
4 YEAR 1: Smart City Fleet and Route Management Solution $1,620.00 $6,480
4 YEAR 1: IPad Tablets and Mobile Data $1,440.00 $5,760
4 YEAR 2: Smart City Fleet and Route Management Solution $1,620.00 $6,480
4 YEAR 2: IPad Tablets and Mobile Data $1,440.00 $5,760
4 YEAR 3: Smart City Fleet and Route Management Solution $1,620.00 $6,480
4 YEAR 3: Ipad Tablets and Mobile Data $1,440.00 $5,760
0
0
0
0
Total From Other Sheets, If Any:
Subtotal A: $40,470
B. Unpublished Options, Accessory or Service items - Itemize Below - Attach Additional Sheet If Necessary
(Note: Unpublished Items are any which were not submitted and priced in contractor's bid.)
Quan Description Unit Pr Total
0
A. Catalog / Price Sheet Items being purchased - Itemize Below - Attach A dditional Sheet If Necessary
15 $250.00 Launcher Training and Implementation Hours
DocuSign Envelope ID: F8924777-CE3B-4B9C-900D-B6F54A248127
0
0
0
Total From Other Sheets, If Any:
Subtotal B: 0
Check: Total cost of Unpublished Options (B) cannot exceed 25% of the total of
For this transaction the percentage is: the Base Unit Price plus Published Options (A+B). 0%
C. Trade-Ins / Special Discounts / Other Allowances / Freight / Installation / Miscellaneous Charges
PROMO1 - Promotional Discount (Year 1) $
(5,596.50)
PROMO1 - Promotional Discount (Year 2) $
(4,284.00)
PROMO1 - Promotional Discount (Year 3) $
(4,284.00)
Subtotal C: $
(14,164.50)
D. Total Purchase Price (A+B+C): $ 26,305.50
MASTER SOFTWARE SERVICES AGREEMENT
THIS MASTER SOFTWARE SERVICES AGREEMENT (this “Agreement”) is made and entered into as of
DATE CONTRACT IS SIGNED, by and between RUBICON GLOBAL, LLC, a Delaware limited liability company
(“Rubicon”), and THE CITY OF DENTON, TEXAS with a principal place of business at 215 E McKinney St. Denton, TX
76201 (“Client”). This Agreement is made pursuant to HGACBuy Contract FL03-21 by and between Rubicon Global, LLC
and Denton, TX which commenced on March 1, 2021(the “HGACBuy Contract”). This Agreement shall be deemed to be an
End User Agreement (“EUA”) under the HGACBuy Contract, subject to the terms and conditions applicable to such EUAs
under the HGACBuy Contract.
In consideration of the mutual covenants and agreements made herein, and for other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:
1. Definitions.
Capitalized terms used and not otherwise defined in this Agreement shall have the following meanings:
1.1 “Affiliate” means any entity that is controlled by Client, where “control” means the ownership of,
or the
power to vote, more than fifty percent (50%) of the voting stock, shares, or interests in an entity.
1.2 “Agreement” means this Agreement, and any Orders, exhibits, Statements of Work and amendments
to the
foregoing.
1.3 “Client” means the entity entering into this Agreement and any Affiliate designated in this
Agreement or an Order which is authorized to receive the Subscribed Services. Client shall be fully responsible for
the performance of all of its Affiliates’ obligations under this Agreement.
1.4 “Client Content” means all data, imagery, information and other content (a) transmitted by or on
behalf of Client through the System; (b) provided by Client or on Client’s behalf for use in connection with the
Subscribed Services; or (c) otherwise processed or stored by Rubicon or its contractors on Client’s behalf pursuant to
this Agreement.
1.5 “Documentation” means the then-current, commercially available user manuals, training materials
and technical manuals relating to the Subscribed Services provided to Client by Rubicon pursuant to this Agreement.
1.6 “Effective Date” means the earlier of (a) the date this Agreement and the first Order are accepted
and signed
by Rubicon; or (b) the date Client begins using or receiving the Subscribed Services.
Delivery Date:
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1.7 “Intellectual Property Rights” means, on a world-wide basis, any and all (a) rights associated with
works of authorship, including without limitation, copyrights, copyrightable rights, moral rights and mask work rights;
(b) trademark, service mark and trade name rights and any similar rights recognized under applicable law; (c) rights
in confidential information and trade secret; (d) patents and patentable rights; (e) all rights with respect to inventions,
discoveries, improvements, knowhow, formulas, algorithms, processes, technical information and other technology;
(f) all other intellectual and industrial property rights of every kind or nature, whether arising by operation of law,
contract, license or otherwise; and (g) all international, national, foreign, state and local registrations, applications for
registration and any renewals and extensions thereof (including, without limitation, any continuations, continuations-
in-part, divisions, reissues, substitutions and reexaminations), all goodwill associated therewith, and all benefits,
privileges, causes of action and remedies relating to any of the foregoing (including, without limitation, the exclusive
rights to apply for and maintain all such registrations, renewals and extensions; to sue for all past, present and future
infringements or other violations relating thereto; and to settle and retain all proceeds from any such actions).
1.8 “Marks” means the trademarks, service marks or trade names of Client.
1.9 “Order(s)” means the order(s), and any amendments thereto, executed by the parties and which
references this Agreement. Each Order shall specify the Subscribed Services being subscribed for, the licensing
parameters, the term of the Order, the applicable fees, billing period, and other charges, as well as payment terms.
Each Order with the terms of this Agreement, and any exhibits and amendments to such Order, is a separate and
independent contractual obligation of Rubicon from any other Order. In the event of any conflict between the terms
of this Agreement and the terms of any such Order, the terms of such Order shall prevail.
1.10 “Professional Services” means implementation, consulting and training services, including without
limitation, technical services to facilitate setup and deployment of the Subscribed Services specified in a Statement of
Work.
1.11 “Rubicon Software” means Rubicon’s proprietary software programs used by Rubicon to provide
the Subscribed Services (including, without limitation, all source code, object code, designs, copyrightable works,
ideas, inventions, technology and other Intellectual Property Rights therein), as modified, enhanced or replaced by
Rubicon from time to time. For the avoidance of doubt, Rubicon Software does not include Client Content.
1.12 “Statement of Work” means a document executed by both parties that describes the Professional
Services to be performed by Rubicon pursuant to the Professional Services Terms (as defined in Section 2.6), including
without limitation, the project assumptions, specifications, scope, work plan, responsibilities, duration and fees for
such Professional Services, which Statements of Work shall reference this Agreement and be sequentially numbered.
Each Statement of Work with the Professional Services Terms, and any exhibits, change orders and amendments to
such Statement of Work, is a separate and independent contractual obligation of Rubicon from any other Statement of
Work.
1.13 “Subscribed Services” means Rubicon’s proprietary, web-based services set forth in an Order which
are provided to Client on a subscription basis and enable use of the Rubicon Software through the System.
1.14 “System” means the Rubicon Software and the server grade computers and related networks
maintained by or on behalf of Rubicon and its third-party providers to host the Rubicon Software and provide the
Subscribed Services to Client, all as hereafter modified, enhanced or replaced by Rubicon.
1.15 “Third Party Offerings” means services delivered or performed by third parties independently of
Rubicon related to the Subscribed Services, or other online, web-based CRM, ERP, or other business application
subscription services, and any associated offline products provided by third parties, that interoperate with the
Subscribed Services.
1.16 “Work Product” means any software, data, documentation, graphics, text, code, inventions, pictures,
audio, video, animations, enhancements, improvements, methods, processes, works of authorship, work-flow methods
or other deliverables or any portions of the foregoing that Rubicon creates, whether alone or jointly, while performing
Professional Services or any other services hereunder. Work Product excludes: (a) the Subscribed Services; (b) the
System; (c) any generic routines or code that have general application to the Rubicon Software or System; and (d) all
modifications, alterations, derivative works and enhancements to the foregoing, and all copies thereof.
2. Services.
2.1 Subscribed Services. Subject to the terms and conditions set forth herein, including without
limitation, Client’s payment of all applicable fees, Rubicon hereby agrees to provide the Subscribed Services, and in
connection therewith, Rubicon hereby grants to Client during the term of the applicable Order a non-exclusive, non-
transferable, non-sublicensable, limited right and license to (a) access and use of the Subscribed Services subject to
the terms specified in the SOW and as specified in the applicable Order, solely for Client’s internal use; (b) to transmit
and receive Client Content to and from the System; and (c) use the Documentation in connection with such rights.
The rights granted to Client pursuant to any Order shall terminate upon the termination or expiration of this Agreement
DocuSign Envelope ID: F8924777-CE3B-4B9C-900D-B6F54A248127
or the applicable Order for any reason. All rights not expressly granted to Client are reserved by Rubicon and its
licensors.
2.2 Limitations. Client shall not: (a) access or use any portion of the Subscribed Services or System
except as expressly authorized pursuant to an Order; (b) cause or permit decompilation, reverse assembly or reverse
engineering of all or any portion of the Subscribed Services or System; (c) copy any ideas, features, functions or
graphics of the Subscribed Services or System or modify or make derivative works based upon the Subscribed Services
or System; (d) delete, fail to reproduce or modify any patent, copyright, trademark or other proprietary rights notices
which appear on or in the Subscribed Services, System or Documentation; or (e) directly or indirectly, sublicense,
relicense, distribute, disclose, use, rent or lease the Subscribed Services or System, or any portion thereof, for third
party use, third party training, facilities management or time-sharing, or use as an application service provider or
service bureau. Without limiting the foregoing, Client may not use the Subscribed Services or System to: (i) send or
store material containing viruses, worms, Trojan horses or other harmful computer code, files, scripts, agents or
programs; (ii) interfere with or disrupt the integrity or performance of the Subscribed Services, System or the data
contained therein; or (iii) attempt to gain unauthorized access to the Subscribed Services or System.
2.3 Support. Client will be responsible for providing first line maintenance and support to its authorized
end users in connection with the Subscribed Services. Qualified employees of Client who have been trained on use of
the Subscribed Services (the “Designated Employees”) to contact Rubicon with technical questions or issues with
respect to the Subscribed Services and to report System outages or failures. Rubicon shall respond to the technical
support questions from the Designated Employees and commence the process of responding to System or Subscribed
Services outages or failures in accordance with Rubicon’s standard procedures. The Designated Employees shall assist
Rubicon in resolving issues with the Subscribed Services and System as Client resources allow. Rubicon
acknowledges that limited availability of Designated Employees does not, under any circumstance, waive Rubicon’s
obligations described in Addendum A. Rubicon is under no obligation to provide functional updates, enhancements or
upgrades to the System or Subscribed Services by any time certain.
2.4 System Availability. Rubicon will use commercially reasonable efforts to enable and maintain
access to the Subscribed Services. Updates to the System will be scheduled for evenings and/or weekends to minimize
disruption. Client acknowledges and agrees that certain portions of the Subscribed Services, including without
limitation, data storage, hosting, and System hardware management, may be provided by third party service providers.
Rubicon will provide ongoing management of the System, located at the third-party provider’s location, in accordance
with Rubicon’s agreement with the third-party provider(s), in order to maintain the best practical availability of the
Subscribed Services. Rubicon may change its third-party data hosting provider to another hosting provider, in
Rubicon’s sole discretion, from time to time. Additional system availabilities can be found in Addendum A.
2.5 Browsers. Client acknowledges and agrees that the Subscribed Services will only be compatible
with and support use with the most recently superseded version for one year from the date of the general release of the
then-current version, of the following browsers: Edge, Firefox, Safari and Google Chrome.
2.6 Professional Services. If requested and as available, Rubicon will provide Client with Professional
Services pursuant to mutually agreeable Statements of Work in accordance with the Professional Services Terms
attached hereto as Exhibit A (“Professional Services Terms”).
2.7 Provisioning of the Subscribed Services. Rubicon may update the functionality and user interface
of the Subscribed Services from time to time in its sole discretion as part of its ongoing improvement of the Subscribed
Services. Client agrees that its subscription to the Subscribed Services is neither contingent on the delivery of any
future functionality or features nor dependent on any oral or written public comments made by Rubicon regarding
future functionality or features.
3. Client Obligations.
3.1 Resources. Except as expressly set forth herein, Client and its end users shall be solely responsible
for
providing all resources, equipment and software at its or their respective facilities which are necessary for them to access the
System and/or receive the Subscribed Services. Client and its end users must provide all equipment and licenses necessary to
access and use the Internet, and pay all fees associated with such access and use. To the extent Rubicon’s provision of the
Subscribed Services requires data, documents, information or materials of any nature to be furnished, in whole or in part, by
Client or its employees, agents, contractors, representatives or authorized users, Client will cause such employees, agents,
contractors, representatives and authorized users to furnish such data, documents and information in a manner which permits
Rubicon to perform the Subscribed Services as contemplated herein.
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3.2 Third Party Coordination; Required Consents. To the extent the Subscribed Services require access
to a third party service provider who is under contract with Client, or access or use of such provider’s information or
interconnection with such provider’s services, facilities, technology or systems in order to receive or transmit Client
Content, Client shall be responsible for obtaining any required third party licenses or consents necessary for Rubicon
to access and use such information, services, facilities, technology or systems.
3.3 Third-Party Web Sites, Products and Services. The Subscribed Services may rely on or require that
Client
access Third Party Offerings. If Client elects to use the Subscribed Services with Third Party Offerings, Client agrees that: (a)
its use of Third Party Offerings must at all times comply with the terms of service governing such offerings; and (b) Rubicon
has the right to export and import Client Content to and from such Third-Party Offerings for purposes of delivering the
Subscribed Services purchased by Client. Client’s or its user’s use of third-party websites must at all times comply with the
terms of service governing such websites. Client understands and agrees that the availability of the Subscribed Services, or
certain features and functions thereof, is dependent on the corresponding availability of Third-Party Offerings or specific
features and functions of Third-Party Offerings. Rubicon will not be liable to Client or any third party in the event that changes
in Third Party Offerings cause the unavailability of the Subscribed Services or any feature or function thereof. Rubicon may
also refer Client to third party service providers that offer Third Party Offerings. Rubicon does not make any representations or
warranties regarding any such Third Party Offerings, whether or not such Third Party Offerings or services are designated by
Rubicon as “certified,” “approved,” “recommended” or otherwise, or the services are provided by a third party that is a member
of a Rubicon partner program. To the extent that Rubicon requires that Client grant Rubicon authorizations, passwords or other
user credentials to a Third-Party Offering (“Rubicon Access Codes”) to retrieve Client Content or to enable interoperability
with the Subscribed Services, Client shall promptly provide such Rubicon Access Codes.
3.4 Integrated Third-Party Software. Rubicon may integrate third-party computer software into the
Subscribed Services. In such an event, Rubicon will obtain, at no additional charge to Client, all rights necessary for
Client to use such third-party computer software with the Subscribed Services. All free software is distributed to
Client WITHOUT ANY
WARRANTY OF ANY KIND, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF TITLE,
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. A copy of the free software is included with the
Subscribed Services. Rubicon disclaims on behalf of all individuals or entities that distributed such free software to Rubicon
(the “Contributors”) all warranties and conditions, express and implied, including warranties or conditions of title and
noninfringement, and implied warranties or conditions of merchantability and fitness for a particular purpose; and Rubicon
excludes on behalf of all such Contributors (i) all liability for damages, including direct, indirect, special, incidental and
consequential damages, such as lost profits; and (ii) any provisions which differ from this Agreement which are offered by any
particular Contributor alone and not by any other party.
3.5 Compliance with Laws. Client will comply with all applicable laws, rules and regulations relating
to Client’s or its authorized user’s receipt or use of the Subscribed Services. Without limiting the foregoing, Client
will be solely responsible for determining the extent to which the design or provision of the Subscribed Services is
subject to any privacy laws or regulations (“Privacy Laws”) or the oversight of any regulatory agency charged with
the enforcement thereof (“Regulatory Oversight”). To the extent that the design and operation of the Subscribed
Services is subject to any Privacy Laws or Regulatory Oversight, Client will specify any procedures to be taken by
Rubicon during the customization and provision of the Subscribed Services to cause the Subscribed Services to be in
compliance with such Privacy Laws and Regulatory Oversight. Client shall not export the Subscribed Services,
System or Documentation in violation of U.S. Department of Commerce export administration regulations.
3.6 Activity. Rubicon will provide Client access to the Subscribed Services by issuance of a confidential
site address and passwords to Client. Client is responsible for maintaining the confidentiality of such address and
passwords and any activity that transpires through the use of such address and passwords. Client shall: (a) notify
Rubicon immediately of any unauthorized use of any password or account or any other known or suspected breach of
security; (b) report to Rubicon immediately and use reasonable efforts to stop immediately any unauthorized copying
or distribution of Client Content that is known or suspected by Client; and (c) not impersonate another Rubicon client
or user or provide false identity information to gain access to or use of the Subscribed Services.
4. Prices; Ordering; Payment.
4.1 Invoicing and Payment. Except as otherwise specified in an Order or Statement of Work: (a) Client
shall pay to Rubicon all fees, charges and expenses due and owing pursuant to an Order or Statement of Work in U.S.
dollars to the address designated on the invoice within thirty (30) days of receipt of invoice; and (b) all payment
obligations are non-cancellable, non-refundable and non-contingent. Client may not set-off any amounts owing to
Client against any payments owing to Rubicon hereunder. Payments which are not received when due shall bear
interest at the lesser of the maximum amount chargeable by law or one and a half percent (1½%) per month
commencing with the date payment was due. In addition, in the event Client fails to timely pay any fees or charges
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when due, Rubicon may, in its discretion, suspend or terminate any Subscribed Services or other services hereunder
in accordance with Section 5.4. Client will continue to be charged for all Subscribed Services and other services
during any period of suspension.
4.2 Taxes and Duties.
4.3 Audits. During the Term, upon thirty (30) days prior written notice to Client, Rubicon may audit
Client’s facilities, records and use of the Subscribed Services to determine Client’s compliance with the terms and
conditions of this Agreement. Such audits shall occur during regular business hours and shall be conducted in a
manner designed to limit disruption to Client’s business.
5. Term and Termination.
5.1 Term. The term of this Agreement (“Term”) shall commence on the Effective Date and shall
continue for a
period of 3 years unless earlier terminated in accordance with the provisions hereof. The Term shall allow for unlimited one
year extensions at additional cost.
5.2 Automatic Monthly Extension. On the last day of the Term, unless (a) an agreement for a renewal
term has
been executed; or (b) either party provides a written notice of non-renewal at least seven (7) days in advance of the last day of
the then-current term, this Agreement will automatically extend and continue to be effective on a month-to-month basis until
either (a) or (b) occurs (“Automatic Monthly Extension”).
5.3 Termination. Either party may terminate this Agreement or the applicable Order or Statement of
Work if the other party breaches this Agreement or such Order or Statement of Work, as applicable, and fails to correct
the breach within thirty (30) days following receipt of written notice from the non-breaching party. In addition,
Rubicon may terminate this Agreement immediately if Client files for bankruptcy, becomes insolvent, or makes an
assignment for the benefit of creditors, or if a trustee is set up to administer a substantial portion of Client’s assets or
business.
5.4 Suspension of Services. In the event (a) Client fails to timely pay any fees when due; or (b) Rubicon
believes,
upon advice of counsel, that any element of the Subscribed Services, or Client’s receipt or use thereof, violates any applicable
law, rule or regulation, Rubicon may it its sole discretion suspend or terminate any Subscribed Services and other services
immediately without notice.
5.5 Effect of Termination. Upon termination of this Agreement or an Order or Statement of Work for
any reason, all payment obligations shall become immediately due and owing and Client shall immediately cease using
the applicable Subscribed Services and return all Documentation to Rubicon. In addition, in the event this Agreement
or any Order is terminated early, before completion of the applicable term, for any reason other than due to Rubicon’s
breach, Client shall pay to Rubicon (in addition to any other amounts due under this Agreement) as liquidated damages
within thirty (30) days following any such termination, (a) any non-refundable costs incurred by Rubicon in connection
with such termination including, but not limited to, hardware costs and licensing fees paid to third party licensors; and
(b) fifty percent (50%) of the remaining annual recurring fees (including, without limitation, the subscription fees paid
to use and access the Subscribed Services) that would have been charged for the then remaining term of the Agreement
or Order(s), as applicable, all of which shall be immediately accelerated. Client acknowledges and agrees that (i) the
payment of such fees does not constitute a penalty, but is due to the difficulty in estimating actual damages for early
termination; (ii) such fees are a reasonable estimate of the amounts required to fairly compensate Rubicon in such
events; and that (iii) such fees have taken into consideration Rubicon’s cost savings due to the termination of this
Agreement and the present value of accelerated payments. Upon termination of this Agreement, Client shall also
return to Rubicon or destroy all copies of Rubicon’s Trade Secrets and Confidential Information in every form. Upon
request of Rubicon, Client agrees to certify in writing to Rubicon that it and each of its Affiliates have performed the
foregoing obligations. Sections 1, 4, 5.5, 6.2, 6.3, and 7, 8, 10 and 11 shall survive any termination of this Agreement
in accordance with their respective terms. In the event of any termination hereunder, Client shall not be entitled to
any refund of any payments made by Client.
6. Representations and Warranties.
6.1 Services Warranty. Provided that Client notifies Rubicon of the non-conformance within the
warranty period, and subject to the limitations set forth herein, Rubicon warrants that the Subscribed Services will be
provided substantially in accordance with the applicable Documentation for a period of ninety (90) days from the date
such Subscribed Services are first provided. No specific result from the provision of Subscribed Services is assured
or guaranteed. In the event of any breach of the foregoing warranty, Rubicon shall, at its option and as Client’s sole
and exclusive remedy, (a) re-perform the Subscribed Services which were not performed as warranted at no additional
charge; or (b) in the event Rubicon is unable to re-perform such Subscribed Services after exercising commercially
reasonable efforts to do so, refund the fees paid to Rubicon for the Subscribed Services which were not performed as
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warranted. Notwithstanding the foregoing, Rubicon shall have no obligation to provide the warranty services
described in this Section 6.1 if: (i) the performance failure is at least partially attributable to Client’s deviation from
applicable operating instructions or failure to perform Client’s obligations set forth in this Agreement; or (ii) Client or
any other person or entity (other than Rubicon) has modified the Subscribed Services.
6.2 Client Acknowledgment. Client acknowledges and agrees that it has made its own evaluation in
deciding to subscribe for the Subscribed Services. The warranties provided in this Agreement extend solely to Client
and to no other person or entity whatsoever. Without limiting the foregoing, Rubicon is not responsible for the results
that may be obtained from use of the Subscribed Services.
6.3 DISCLAIMERS. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 6, RUBICON
MAKES NO
REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED (EITHER IN FACT OR
BY OPERATION OF LAW), WITH RESPECT TO THE SUBSCRIBED SERVICES, THE SYSTEM OR ANY OTHER
SERVICES PROVIDED PURSUANT TO THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, PROFESSIONAL
SERVICES. RUBICON EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS, INCLUDING
WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,
ALL WARRANTIES ARISING FROM CONDUCT, COURSE OF DEALING OR CUSTOM OF TRADE, AND ALL
WARRANTIES OF TITLE AND NON-INFRINGEMENT. RUBICON DOES NOT WARRANT THAT THE SUBSCRIBED
SERVICES, SYSTEM OR OTHER SERVICES ARE OR WILL BE ERROR-FREE OR THAT THE USE OR OPERATION
OF THE SUBSCRIBED SERVICES, SYSTEM OR OTHER SERVICES WILL BE UNINTERRUPTED OR THAT ALL
ERRORS OR ISSUES WITH THE SUBSCRIBED SERVICES, SYSTEM OR OTHER SERVICES CAN OR WILL BE
CORRECTED.
7. Confidentiality.
7.1 Confidentiality. Each party (the “Receiving Party”) acknowledges that it will have access to
Confidential Information and Trade Secrets of the other party (the “Disclosing Party”). For purposes of this
Agreement, “Trade Secrets” means information, without regard to form, which: (a) derives economic value, actual or
potential, from not being generally known to, and not being readily ascertainable by proper means by, other persons
who can obtain economic value from its disclosure or use; and (b) is the subject of efforts that are reasonable under
the circumstances to maintain its secrecy; and “Confidential Information” means information, other than Trade Secrets,
that is of value to Disclosing Party and is treated as confidential. Rubicon’s Trade Secrets and Confidential
Information include, without limitation, the Subscribed Services, the System, the Documentation and object and source
code for the Rubicon Software. The Receiving Party agrees to use the Trade Secrets and Confidential Information of
the Disclosing Party solely for purposes of performing its obligations or exercising its rights under this Agreement.
The Receiving Party agrees to discuss the Trade Secrets and Confidential information of the Disclosing Party only
with, and to transmit the Trade Secrets and Confidential Information only to, those officers, employees and consultants
of the Receiving Party who have a need to know the Trade Secrets or Confidential Information for the purposes set
forth herein and who have agreed in writing to treat such information as confidential on terms no less restrictive than
as set forth in this Agreement. The parties acknowledge and agree that the terms of any previously executed
confidentiality or nondisclosure agreements shall remain in effect with respect to the information exchanged
thereunder.
7.2 Security Precautions. The Receiving Party shall take commercially reasonable security precautions
to prevent unauthorized use and disclosure of the Trade Secrets and Confidential Information of the Disclosing Party
and shall use at least the same degree of care the Receiving Party employs with respect to its own Trade Secrets and
Confidential Information, but in no event less than a reasonable standard of care. The Receiving Party shall not permit
unauthorized access to the Trade Secrets or Confidential Information of the Disclosing Party.
7.3 Duration and Exceptions. With regard to Confidential Information, the obligations in this Section 7
shall
continue for the Term and for a period of five (5) years thereafter. With regard to Trade Secrets, the obligations in this Section
7 shall continue for so long as such information constitutes a trade secret under applicable law, but in no event less than the
Term and for a period of five (5) years thereafter. The Receiving Party’s obligations with respect to Trade Secrets and
Confidential Information of the Disclosing Party shall not apply to the extent such Trade Secrets or Confidential Information:
(a) are previously known to the Receiving Party without restriction on disclosure; (b) cease to be secret or confidential except
by reason of a breach of this Agreement by the Receiving Party; (c) are independently developed by the Receiving Party without
reference to the Trade Secrets or Confidential Information of the Disclosing Party; or (d) were received from a third party
without obligations of confidence and without breach of this Agreement. In addition, the Receiving Party may disclose Trade
Secrets and Confidential Information of the Disclosing Party to the extent such disclosure is required by applicable law or by
any governmental authority, provided the Receiving Party notifies the Disclosing Party, if permitted by law, of the applicable
legal requirements before such disclosure occurs so as to enable the Disclosing Party to obtain such protection as may be
available to preserve the confidentiality of such information. Rubicon acknowledges that the City of Denton must strictly
comply with the Public Information Act, Chapter 552, Texas Government Code in responding to any request for public
information related to this Agreement. This obligation supersedes any conflicting provisions of this Agreement. All material
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submitted by Rubicon to the City of Denton shall become property of the City upon receipt. Any portions of such material
claimed by Rubicon to be proprietary must be clearly marked as such. Determination of the public nature of the material is
subject to the Texas Public Information Act, chapter 552, and Texas Government Code.
8. Intellectual Property Rights.
8.1 Rubicon’s Intellectual Property. Rubicon (or its licensors) retains title to the Subscribed Services,
System, and Documentation, and all modifications, alterations, derivative works, and enhancements thereto, and all
copies thereof and Intellectual Property Rights therein. Except as specified herein, Client does not acquire any rights,
express or implied, in the Subscribed Services, System or Documentation, and has no right to commercialize or transfer
the Subscribed Services, System or Documentation, in whole or in part. No license, right or Intellectual Property Right
in any Rubicon trademark, trade name or service mark is granted pursuant to this Agreement. Subject only to the
following, title to all Work Product will at all times remain the sole and exclusive property of Rubicon or its licensors;
provided that Rubicon shall not obtain any ownership rights in any Client Content provided by, or on behalf of, Client.
Upon request, Client agrees to execute such documents as may be reasonably requested by Rubicon to secure
Rubicon’s rights in and to the foregoing. Rubicon hereby grants Client during the term of the applicable Order a non-
exclusive, royalty free (subject only to the fees provided for in a Statement of Work), limited right and license to copy,
use, modify and sub-license all Work Product.
8.2 Client Content. Client shall own all Client Content. Client shall have sole responsibility for the
accuracy,
completeness, quality, integrity, legality, reliability, timeliness, appropriateness, and intellectual property ownership and right
to use all Client Content, and Rubicon shall not be responsible or liable for the deletion, correction, destruction, damage, loss
or failure to store Client Content for any reason. Rubicon does not warrant the correctness, completeness, merchantability or
fitness for a particular purpose of any Client Content, and Client shall hold Rubicon harmless from any and all third-party
claims arising out of Client’s use or dissemination of any such Client Content. In the event this Agreement is terminated (other
than by reason of Client’s breach), Rubicon will make available to Client a file of the Client Content in its possession, if any,
within thirty (30) following Client’s request; provided such request is made within thirty (30) days following termination of the
Agreement. Rubicon reserves the right to (a) withhold, remove and/or discard Client Content in its possession, if any, in the
event Client breaches this Agreement, including, without limitation, non-payment of fees and charges; and (b) purge and delete
Client Content, if any, in its possession if Client fails to request such Client Data within thirty (30) days following termination
of this Agreement.
8.3 License to Client Content. Client hereby grants to Rubicon the non-exclusive right and license to
(a) receive, retrieve, process, use and transmit any Client Content necessary or reasonably desirable to perform the
Subscribed Services or other services; (b) use, copy, manipulate and store any Client Content that will be archived,
stored or otherwise transmitted in connection with the Subscribed Services or other services; and (c) to aggregate
Client Content and data with content and data from other clients (“Data Aggregations”) for purposes including, without
limitation, product and service development and commercialization and quality improvement initiatives. Rubicon will
redact Client Content in such a way as to not divulge
Client’s Confidential Information or Trade Secrets. All Data Aggregations will be the sole and exclusive property of Rubicon.
8.4 License to the Marks. Client hereby grants to Rubicon the worldwide, non-exclusive limited right
and license during the Term to use the Marks in connection with performance of the Subscribed Services and its other
obligations under this Agreement.
9. Defense and Indemnification.
9.1 Limited Covenant to Defend. Rubicon will defend any third party claim brought against Client in
the United States to the extent that the claim, if true, would constitute an infringement or misappropriation by the
Subscribed Services of any valid and subsisting patent or copyright (a) recognized under the laws of the United States;
and (b) of which Rubicon had actual knowledge; provided, however, that: (i) Client immediately advises Rubicon of
the claim upon learning of the assertion of the claim; and (ii) Rubicon is given the sole right to control the defense
and/or settlement of the claim, in litigation or otherwise.
9.2 Injunctions Obtained by Third Parties. If a third-party infringement claim, of which Rubicon is
notified in accordance with Section 9.1 (or of which Rubicon is otherwise aware or believe is likely) results, or in
Rubicon’s opinion is likely to result, in an injunction prohibiting Client from continued use of the Subscribed Services
that is the subject matter of the claim, then Rubicon may, in its sole discretion and at its expense: (a) procure for Client
the right to continue to use the Subscribed Services that are the subject matter of the claim; (b) replace or modify the
Subscribed Services that are the subject matter of the claim to make them non-infringing, but, where reasonably
possible, preserving the functionality of such Subscribed Services; or (c) if the foregoing remedies are not
commercially practical, suspend or terminate access to the infringing Subscribed Services.
9.3 Reserved.
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9.4 Sole Obligation. This Section 9 states Rubicon’s sole obligation, and Client’s sole and exclusive
remedy, with respect to infringement of proprietary and Intellectual Property Rights. Notwithstanding anything else
in this Section 9, Rubicon’s aggregate liability for indemnification pursuant to this Section 9 shall not exceed the
original subscription fees paid by Client to Rubicon for the infringing Subscribed Services.
10. Limitation on Liability.
10.1 EXCLUSION OF DAMAGES. IN NO EVENT SHALL RUBICON OR ANY OF ITS AFFILIATES
OR
THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES
BE LIABLE TO CLIENT OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL,
PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING WITHOUT LIMITATION, LOSS OF GOODWILL OR
BUSINESS PROFITS, WORK STOPPAGE, DATA LOSS, OR COMPUTER FAILURE, DELAY OR MALFUNCTION),
EVEN IF RUBICON HAS BEEN ADVISED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES.
10.2 LIMITATION OF LIABILITY. RUBICON TOTAL AGGREGATE LIABILITY TO CLIENT OR
ANY
OTHER PERSON OR ENTITY FOR ANY AND ALL CLAIMS AND DAMAGES ARISING FROM OR OUT OF THIS
AGREEMENT (WHETHER ARISING UNDER CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR
OTHERWISE) SHALL IN NO EVENT EXCEED THE FEES PAID BY CLIENT TO RUBICON DURING THE SIX (6)
MONTHS IMMEDIATELY PRECEDING THE DAY THE ACT OR OMISSION OCCURRED THAT GAVE RISE TO
CLIENT’S FIRST CLAIM.
10.3 EXCEPTIONS. THE FOREGOING LIMITATIONS APPLY TO THE EXTENT PERMITTED BY
APPLICABLE LAW.
10.4 PROTOTYPE COMPONENT RIDER. CLIENT ACKNOWLEDGES AND AGREES THAT
SOME PARTS OF THE SYSTEM IDENTIFIED BY RUBICON AND PROVIDED TO THE CLIENT
HEREUNDER ARE PRELIMINARY, TEST VERSIONS (EACH BEING A “PROTOTYPE COMPONENT” AND
COLLECTIVELY “PROTOTYPE COMPONENTS”). IF AND TO THE EXTENT ANY PROTOTYPE
COMPONENTS ARE PROVIDED TO CLIENT, ALL REPRESENTATIONS AND WARRANTIES, AND
LIABILITIES REGARDING SUCH PROTOTYPE COMPONENTS, AND OTHER SUPPLEMENTAL TERMS
AND CONDITIONS REGARDING THE PROTOTYPE COMPONENTS, SHALL BE GOVERNED BY THE
“PROTOTYPE COMPONENT RIDER” ATTACHED HERETO AND INCORPORATED BY REFERENCE AS
ADDENDUM C. IN THE EVENT OF AN INCONSISTENCY BETWEEN THE PROTOTYPE COMPONENT
RIDER AND THE TERMS OF THIS AGREEMENT, THE TERMS OF THE PROTOTYPE COMPONENT RIDER
SHALL PREVAIL AND CONTROL.
11. Miscellaneous.
11.1 Dispute Resolution; Governing Law. The laws of the State of Texas shall govern this Agreement,
without reference to conflicts of law rules or principles. The parties specifically disclaim the application of the UN
Convention on Contracts for the International Sale of Goods to the interpretation or enforcement of this Agreement.
Client hereby consents and submits to the exclusive jurisdiction and venue over any action, suit or other legal
proceeding that may arise out of or in connection with this Agreement, by any state or federal court located within or
about Denton, Texas USA. Client shall bring any action, suit or other legal proceeding to enforce, directly or
indirectly, this Agreement or any right based upon it exclusively in such courts.
11.2 Force Majeure. Neither party will be liable for any loss, damage or delay resulting from any event
beyond such party’s reasonable control (a “Force Majeure Event”), and delivery and performance dates will be
extended to the extent of any delays resulting from any such Force Majeure Event. Each party will promptly notify
the other, in writing, within 5 days of becoming aware that a Force Majeure Event has occurred or is likely to occur
and will use commercially reasonable efforts to minimize any resulting delay in or interference with the performance
of its obligations under this Agreement. Notwithstanding any other provision of this Section 11.2, a Force Majeure
Event shall not relieve Client of its obligations to pay monies due and owing to Rubicon hereunder.
11.3 Assignment. Neither party shall assign, transfer, or otherwise delegate any of its rights, duties, or
obligations
under this Agreement in whole or in part to any individual, firm or corporation without the prior written consent of the other
party, which consent shall not be unreasonably withheld, and any attempted assignment (whether by operation of law or
otherwise) shall be void; except that Rubicon may delegate any of its rights, duties, or obligations under this Agreement to one
or more of its affiliates. Notwithstanding the foregoing, either party may assign its rights, duties, and obligations hereunder,
without approval of the other party, to a party that succeeds to all or substantially all of its assets or business (whether by sale,
merger, operation of law or otherwise), so long as the assignee agrees in writing to be bound by the terms and conditions of this
Agreement; provided, however, that any such assignment by Client shall be subject to any fee adjustments specified in an
Order, or that may be necessary because of Client’s use of the subscribed Services beyond the licensing parameters specified
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in the applicable Order; and further provided that no such assignment may be to a competitor of Rubicon. This Agreement
shall be binding upon and shall inure to the benefit of the parties hereto and their successors and permitted assigns.
11.4 Independent Contractors. Nothing in this Agreement shall be construed to create an agency, joint
venture, partnership or other form of business association between the parties. Neither party has the right or authority
to make any contract, representation or binding promise of any nature on behalf of the other party, and neither party
shall hold itself out as having such right or authority.
11.5 No Waiver. The failure on the part of either party to exercise any right or remedy hereunder will
not operate
as further waiver of such right or remedy in the future or any other right or remedy.
11.6 Severability. In the event that any provision of this Agreement is held invalid or unenforceable in
any circumstances by a court of competent jurisdiction, the remainder of this Agreement, and the application of such
provision in any other circumstances, will not be affected thereby.
11.7 Counterparts. This Agreement may be executed in duplicate and either copy or both copies are
considered
originals.
11.8 Notices. All official notices (including any notices regarding breach, termination, renewal, etc.)
required or permitted hereunder shall be in writing and shall be delivered personally or sent by certified, registered
mail or next day express mail or courier, postage prepaid. Any such notice shall be deemed given (a) when so delivered
personally; (b) three (3) days after, when sent by certified or registered mail; or (c) the day after, when sent by next
day express mail or courier, as follows: (i) if to Client, to it at: 215 E McKinney St. Denton, TX 76201; (ii) if to
Rubicon, to it at: Rubicon Global, LLC, 335 Madison
Avenue, 4th Floor
New York, NY 10017. In addition, routine, non-contractual notices, consents and approvals (including support) given under
this Agreement may be delivered in writing as provided above or through electronic mail or other electronic record addressed
to the parties identified herein.
11.9 Reserved.
11.10 Entire Agreement. This Agreement (including any Orders, Exhibits, Statements of Work and
attachments,
which are hereby incorporated herein by reference) constitute the final and entire agreement between the parties, and supersedes
all prior written and oral agreements, understandings, or communications with respect to the subject matter of this Agreement.
11.11 Cooperative Purchasing. Rubicon and the Client agree that other government entities (including but
not
limited to municipalities, counties, states, public utilities, non-profit hospitals, educational institutes, special governmental
agencies, and non-profit corporations) that allow cooperative purchasing may utilize the terms of this agreement to procure
Rubicon’s software and services.
The undersigned represent and warrant that they are authorized as representatives of the party on whose behalf they
are signing to sign this Master Software Services Agreement and to bind their respective party hereto.
CITY OF DENTON, TX RUBICON GLOBAL, LLC
Authorized Signature Authorized Signature
Printed Name and Title Printed Name and Title
Date: _________________________ Date: _______________________________
DocuSign Envelope ID: F8924777-CE3B-4B9C-900D-B6F54A248127
Rubicon
9/26/2023
Conor RiffleChristina Dormady
9/26/2023
Buyer
EXHIBIT A
PROFESSIONAL SERVICE TERMS
These Professional Services Terms are hereby annexed to and made a part of the Master Software Services Agreement
(the “Agreement”) between Rubicon and Client. In the event any provisions of these Professional Services Terms contradict
or are inconsistent with the provisions of the Agreement, the provisions these Professional Services Terms shall prevail and
govern.
1. Services. Upon request by Client, Rubicon will provide consultants to perform implementation, consulting and
training services to the extent such Professional Services are identified in any mutually agreed upon Statement of Work more
fully describing the project assumptions, specifications, scope, work plan, responsibilities, duration and fees for such
Professional Services, which Statements of Work shall reference the Agreement and be sequentially numbered. Any
modifications to a Statement of Work shall be made by written change order, in Rubicon’s standard form, executed by both
parties to this Agreement (a “Change Order”). Each Change Order complying with this Section shall be deemed to be an
amendment to the applicable Statement of Work to which it applies and shall become a part thereof.
2. Cooperation. All Professional Services will be coordinated with the designated Client Project Coordinator, as
identified in each Statement of Work. Client shall cooperate and provide information as is reasonably necessary or desirable
for the timely completion of the Professional Services. Client shall at all times make available its functional and/or information
technology personnel as reasonably required or desirable for Rubicon to perform the Professional Services, and Client shall
timely fulfill its obligations and responsibilities set forth in each Statement of Work. To the extent required or as specified in
any Statement of Work or work plan, Client shall provide Rubicon with access to its facilities, software, systems, data,
information and support materials to perform the Professional Services. Client acknowledges that Rubicon’s performance
hereunder is contingent on Client’s timely and effective performance of Client’s responsibilities and Client’s timely decisions
and approvals. If Client fails to provide required information and/or make decisions as agreed or in a reasonably expeditious
and timely manner, and such failure results in a delay in delivery of any deliverables or Work Product or to the overall project,
Client agrees to extend the time frame for delivery of the deliverable or project, as applicable, on a day for day basis and
compensate Rubicon for any additional work required as a result of such delay.
3. Project Control. Rubicon shall have the sole right to supervise, manage, contract, direct, procure, perform, or cause
to be performed, all Professional Services performed by it pursuant to a Statement of Work. Rubicon may subcontract all or a
portion of the Professional Services to a qualified third party. In recognition that Rubicon personnel may perform similar
services for third parties, this Agreement shall not prevent Rubicon from providing services or developing materials that may
be perceived as competitive with those developed or provided hereunder, subject to the confidentiality provisions of the
Agreement.
4. Compensation. All Professional Services will be provided by Rubicon on a time, materials and expense basis at
Rubicon’s then current rates, unless otherwise agreed by the parties in a Statement of Work.
5. Termination. These Professional Services Terms shall be effective as of the Effective Date of the Agreement and shall
remain in effect until (a) terminated by either party upon thirty (30) days prior written notice in the event no Statement of Work
is outstanding; or (b) as provided in the Agreement, whichever is earlier. Client shall be liable for payment to Rubicon for all
Professional Services provided or performed prior to the effective date of any such termination, including any expenses incurred
pursuant to the provision of such Services.
6. Additional Services. Any services performed by Rubicon at the request of Client that are outside the scope of any
Professional Services described in the applicable Statement of Work shall be governed by these terms and will be billed at
Rubicon’s then current rates.
7. Acceptance Criteria. Each deliverable provided to Client through Professional Services under this Agreement
(collectively, the “Client Deliverables”) will be deemed accepted by Client upon delivery, unless Client provides written notice
of rejection to Rubicon within five (5) business days of such delivery (the “Acceptance Period”) and such notice specifically
identifies the manner in which the applicable Client Deliverables fail to materially comply with their applicable specifications.
In the event Client rejects the applicable Client Deliverables within the Acceptance Period, Rubicon shall use commercially
reasonable efforts to make such corrections to Client Deliverables, such that the Client Deliverables materially comply with
the applicable specifications, and shall present the same to Client for acceptance pursuant to this paragraph. Any use of Client
Deliverables by Client following delivery, other than review and testing of such Client Deliverables to confirm compliance
with the applicable specifications, shall constitute acceptance.
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ORDER NUMBER 1 TO THE
MASTER SOFTWARE SERVICES AGREEMENT
This independent Order Number 1 (“Order”) to the Master Software Services Agreement is made as of
____________________(“Order Effective Date”), by and between Rubicon Global, LLC (“Rubicon”) and the CITY OF
DENTON, TX (“Client”). This Order is part of the Master Software Services Agreement between the parties dated
____________________ (“Agreement”). Capitalized terms used and not otherwise defined in this Order shall have the
respective meanings set forth in the Agreement.
1. The Subscribed Services.
DESCRIPTION COST
Year 1 Cost $10,393.50
Year 2 Cost $7,956.00
Year 3 Cost $7,956.00
Total Cost (36-month contract) $26,305.50
The complete pricing proposal has been included in this package as Addendum B.
2. Other Charges. As may be agreed to by the parties in writing from time to time.
3. Payment Terms. The parties agree that the fees for the above services shall be a total of twenty-six thousand three
hundred five dollars and fifty cents ($26,305.50) payable as follows (“Fee”): a. US$ 10,393.50 due upon execution of
this Agreement.
b. US$ 7,956.00 due upon the first anniversary of this Agreement.
c. US$ 7,956.00 due upon the second anniversary of this Agreement.
4. Renewal. Unless either party gives the other party written notice of non-renewal at least ninety (90) days prior to the
expiration of the initial term, upon expiration of the initial terms of the Subscribed Services (as described in the table in Section
1 of this Order) and Client’s obligations to pay the applicable fees, the parties shall meet and determine if the Agreement shall
be extended by another term. If the parties shall so agree, they will negotiate in good faith terms, conditions and fees associated
with any renewal term. For purposes of clarification, the liquidated damages specified in Section 5.5 of the Agreement shall
apply to the initial term of the Subscribed Services, or the then-current renewal term, as the case may be.
5. Fee for the Automatic Monthly Extension Period. Fee for the Automatic Monthly Extension described in the Section
5.2 of the Agreement will be $1,020.00 per month, which Rubicon will invoice each month while the Automatic Monthly
Extension is in effect. Client shall pay all fees, charges and expenses in accordance with the Section 4 of the Agreement.
6. Separate Agreement. Rubicon may provide Professional Services regarding the Subscribed Services provided
hereunder pursuant to a Statement of Work to the Professional Services Terms executed between the parties. Client understands
and agrees that such Professional Services and associated Statements of Work that may be signed are separate and independent
contractual obligations from any Order or amendment thereto relating to the access and use of the Subscribed Services. Client
shall not withhold payments that are due and payable pursuant to this Order or any other Order(s) or amendment(s) thereto
because of the status of Professional Services performed under any Statement of Work.
The undersigned represent and warrant that they are authorized as representatives of the party on whose behalf they
are signing to sign this Order and to bind their respective party hereto.
ACCEPTED BY: ACCEPTED BY:
CITY OF DENTON, TX RUBICON GLOBAL, LLC
Authorized Signature Authorized Signature
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9/26/2023
9/26/2023
Printed Name and Title Printed Name and Title
DocuSign Envelope ID: F8924777-CE3B-4B9C-900D-B6F54A248127
RubiconConor RiffleJohn Harris Drainage Manager
ADDENDUM A
SERVICE AVAILABILITY
RUBICONSmartCity software is hosted externally using Amazon Web Services (AWS).
Below please find our standard Service Level Availability Policy (SLA):
Rubicon’s Service Availability commitment for a given calendar month is 99.5%. Service Availability is calculated per
month as follows: (Total time - Unplanned Outage - Planned Maintenance) / (Total – Planned Maintenance) X 100
• Definitions: o Total time is the total minutes in the month
o Unplanned Outage is total minutes unavailable due to an unplanned outage in
the month o Planned Maintenance is total minutes of planned maintenance
in the month. Currently, Planned Maintenance is four (4) hours for weekly
maintenance, four (4) hours for monthly maintenance, four (4) hours for
quarterly maintenance. Rubicon’s current weekly maintenance begins at 10 pm
(Eastern) on Fridays; monthly maintenance begins at 2:00 am (Eastern) on
Saturday; and quarterly maintenance begins at 6:00am (Eastern) on Saturday.
All times are subject to change upon reasonable notice. If actual maintenance
exceeds the time allotted for Planned Maintenance, it is considered an
Unplanned Outage. If actual maintenance is less than time allotted for Planned
Maintenance, that time is not applied as a credit to offset any Unplanned Outage
time for the month. The measurement point for Service Availability is the
availability of the Rubicon Service. Customer may request an availability report
once per month.
• Service Response o Rubicon Production Support and Service Level Availability Policy
(SLA)
o Rubicon’s Service Response commitment is: (1) not less than 50% of (online)
transactions in two (2) seconds or less and not more than 10% in five (5) seconds
or more.
o Service Response is the processing time of the Rubicon Production Service in
the Amazon Web Service data center to complete transactions submitted from a
web browser.
o The time required to complete the request will be measured from the point in
time when the request has been fully received by the encryption endpoint in the
Amazon Web Service data center, until such time as the response begins to be
returned for transmission to Customer. Customer may request a response time
report not more than once per month via email.
• Disaster Recovery o Rubicon commits to a recovery time objective of twelve (12)
hours - measured from the time that the Rubicon Service becomes unavailable until it is
available again. Rubicon commits to a recovery point objective of one (1) hour -
measured from the time that the first transaction is lost until the Rubicon Service became
unavailable.
o Rubicon will test the disaster recovery plan once every six months and will make
available a written summary of the results of the most recent test available to
Customer upon its request made via the Customer Center.
• Severity Level Determination Submittal o Customer shall reasonably self-diagnose
each support issue and recommend to Rubicon an appropriate
Severity Level designation. Rubicon shall validate Customer's Severity Level designation or notify
Customer of a proposed change in the Severity Level designation to a higher or lower level with
justification for the proposal. In the event of a conflict regarding the appropriate Severity Level
designation, each party shall promptly escalate such conflict to its management team for resolution through
consultation between the parties' management, during which time the parties shall continue to handle the
support issue in accordance with the Rubicon Severity Level designation. In the rare case a conflict requires
a management discussion, both parties shall be available within one hour of the escalation.
DocuSign Envelope ID: F8924777-CE3B-4B9C-900D-B6F54A248127
• Support Issue Production Levels - Response and Escalation o Response Time is the
period from the time the Production case was logged in the Customer Center until
Rubicon responds to Customer and/or escalation within Rubicon, as appropriate. Because
of the widely varying nature of issues, it is not possible to provide specific resolution
commitments.
▪ SEVERITY LEVEL 1
• Definition: The Rubicon Service is unavailable for all users
• Rubicon Response Commitment: Rubicon will respond within one (1) hour of receipt of
case.
• Resolution: Rubicon will work to resolve the problem until the Service is returned to
normal operation. Customer will be notified of status changes.
• Escalation: If the problem has not been resolved within one (1) hour, Rubicon will
escalate the problem within the appropriate Rubicon organization. The escalated
problem will have higher priority than ongoing support, development or operations
initiatives.
• Customer Response Commitment: Customer shall remain accessible by phone for
troubleshooting from the time a Severity 1 issue is logged until such time as it is
resolved.
▪ SEVERITY LEVEL 2
• Definition: The Rubicon Service contains a bug that prevents Customer from executing
one or more critical business processes with a significant impact and no workaround
exists.
• Rubicon Response Commitment: Rubicon will respond within one (1) hour of receipt of
case.
• Resolution: Rubicon will work to resolve the problem until the Service is returned to
normal operation. Customer will be notified of status changes.
• Escalation: If the problem has not been resolved within four {4) hours.; Customer may
request that Rubicon escalate the problem within the appropriate Rubicon organization
where the escalated problem will have higher priority than ongoing development or
operations initiatives.
• Customer Response Commitment: Customer shall remain accessible by phone for
troubleshooting from the time a Severity 2 issue is logged until such time as it is resolved.
▪ SEVERITY LEVEL 3
• Definition: The Rubicon Service contains a bug that prevents Customer from executing
one or more important business processes. A workaround exists but is not optimal.
• Rubicon Response Commitment: Rubicon will respond within four (4) hours of receipt of
case.
• Resolution: If resolution requires a Rubicon bug fix, Rubicon will add the bug fix to its
development queue for future Update and suggest potential workaround until the problem
is resolved in a future Update. Customer will be notified of status changes.
• Escalation: If the problem has not been resolved within one (1) week, Customer may
request that Rubicon escalate the problem to the appropriate Rubicon organization .
• Customer Response Commitment: Customer will respond to Rubicon requests for
additional information and implement recommended solutions in a timely manner.
▪ SEVERITY LEVEL 4:
• Definition: The Rubicon Service contains an issue that may disrupt important business
processes where a workaround is available or functionality is not imperative to
Customer's business operations.
• Rubicon Response Commitment: Rubicon will respond within twenty-four (24) hour of
receipt of case.
DocuSign Envelope ID: F8924777-CE3B-4B9C-900D-B6F54A248127
• Resolution: If resolution requires a Rubicon bug fix, Rubicon will add the bug fix to its
development queue for a future Update and suggest potential workaround until the
problem is resolved in a future Update. Customer will be notified of status changes.
• Escalation: None.
• Customer Response Commitment: Customer will respond to Rubicon requests for
additional information and implement recommended solutions in a timely manner.
▪ CUSTOMER CARE or OPERATIONS REQUEST (Severity Level 5):
• Definition: Non-system issues such as Named Support Contact change, requests for SLA
reports or business documents, etc. If necessary to open a Support case requesting
assistance, Severity 5 should be used.
• Rubicon Response Commitment: Rubicon will respond within twenty-four (24) hours of
receipt of case.
• Resolution Commitment: Rubicon will respond to request. Customer will be notified of
status changes.
• Escalation: None.
• Customer Commitment: Customer will respond to Rubicon requests for additional
information in a timely manner.
o Rubicon Support Scope
▪ Rubicon will support functionality that is developed by Rubicon and under its direct control. For
any other functionality, and/or issues or errors in the Rubicon Service caused by issues, errors
and/or changes in Customer's information systems and/or third party products or services, Rubicon
may assist Customer and its third party providers in diagnosing and resolving issues or errors but
Customer acknowledges that these matters are outside of Rubicon’s support obligations. Service
Level failures attributable to (i) Customers acts or omissions; and (ii) force majeure events shall be
excused.
o Rubicon Service Credit
▪ In the event of a failure by Rubicon to meet the Service Availability and Service Response
minimums as set forth in the SLA, as Customer’s sole and exclusive remedy, at Customer's
request, Rubicon shall provide service credits in accordance with the following:
▪ a) First month in any rolling six (6) month period: 10% of the Subscription Fee paid for the
applicable month for the affected Service
▪ b) Second month in any rolling six (6) month period: 20% of the Subscription Fee paid for the
applicable month for the affected Service
▪ c) Third month in any rolling six (6) month period: 30% of the Subscription Fee paid for the
applicable month for the affected Service
▪ d) Fourth month in any rolling six (6) month period: 40% of the Subscription Fee paid for the
applicable month for the affected Service
▪ e) Fifth month in any rolling six (6) month period: 50% of the Subscription Fee paid for the
applicable month for the affected Service or within thirty (30) days of such failure Customer shall
have the option to terminate the entire Agreement and upon such termination Customer shall
receive a refund of all prepaid subscription fees that are unearned as of the date such termination is
effective.
▪ If more than one of the above (a through e) is triggered, Customer will be eligible for the greater
amount for the applicable month only. Credits shall be deducted from subsequent invoices for
subscription fees or other fees or, upon expiration or termination of the Agreement, paid to
Customer directly.
DocuSign Envelope ID: F8924777-CE3B-4B9C-900D-B6F54A248127
Addendum B
PRICING
4 Vehicles - Rubicon Provided Tablets
UNITS COST
Total Upfront $2,437.50
Launcher Training/Implementation 15 Hours $2,437.50
Total Annual Recurring $7,956.00
RUBICONSmartCity Software $4,212.00
Portal & Mobile App Software License (Sweeper Software) 4 Device
Licenses $4,212.00
Rubicon X $3,744.00
iPad Tablets + Mobile Data 4 Devices $3,744.00
Y1 $10,393.50
Y2 $7,956.00
Y3 $7,956.00
TOTAL CONTRACT VALUE $26,305.50
Additional Purchases
Should the City wish to add additional technology, devices, or services during the course of the contract, the City may
purchase these off the publicly available HGACBuy pricing. Rubicon can provide additional discounts off these list prices at
its discretion
Extensions
The fees for any extensions or renewals beyond Year 3 may be adjusted no more than once in twelve (12) months by the
percentage change between the Consumer Price Index baseline (“CPI Baseline”) and the most recently available Consumer
Price Index for all Urban Consumers – U.S. City Average – Services (“CPI”) as published by the Bureau of Labor Statistics,
at the time of the price review and adjustment. The month and year of the initial CPI Baseline are August, 2023.
DocuSign Envelope ID: F8924777-CE3B-4B9C-900D-B6F54A248127
Route Management - 8357
EXHIBIT B
INSURANCE REQUIREMENTS
Respondent’s attention is directed to the insurance requirements below. It is highly
recommended that respondents confer with their respective insurance carriers or
brokers to determine in advance of Proposal/Bid submission the availability of insurance
certificates and endorsements as prescribed and provided herein. If an apparent low
respondent fails to comply strictly with the insurance requirements, that respondent may
be disqualified from award of the contract. Upon contract award, all insurance
requirements shall become contractual obligations, which the successful contractor
shall have a duty to maintain throughout the course of this contract.
STANDARD PROVISIONS:
Without limiting any of the other obligations or liabilities of the
Contractor, the Contractor shall provide and maintain until the contracted work
has been completed and accepted by the City of Denton, Owner, the minimum
insurance coverage as indicated hereinafter.
As soon as practicable after notification of contract award, Contractor shall file
with the Purchasing Department satisfactory certificates of insurance including
any applicable addendum or endorsements, containing the contract number and
title of the project. Contractor may, upon written request to the Purchasing
Department, ask for clarification of any insurance requirements at any time;
however, Contractors are strongly advised to make such requests prior to
proposal/bid opening, since the insurance requirements may not be modified
or waived after proposal/bid opening unless a written exception has been
submitted with the proposal/bid. Contractor shall not commence any work
or deliver any material until he or she receives notification that the contract has
been accepted, approved, and signed by the City of Denton.
All insurance policies proposed or obtained in satisfaction of these requirements
shall comply with the following general specifications, and shall be maintained in
compliance with these general specifications throughout the duration of the
Contract, or longer, if so noted:
• Each policy shall be issued by a company authorized to do business in the
State of Texas with an A.M. Best Company rating of at least A- or better.
• Any deductibles or self-insured retentions shall be declared in the proposal. If
requested by the City, the insurer shall reduce or eliminate such deductibles or
self-insured retentions with respect to the City, its officials, agents, employees
and volunteers; or, the contractor shall procure a bond guaranteeing payment of
losses and related investigations, claim administration and defense expenses.
• Liability policies shall be endorsed to provide the following:
DocuSign Envelope ID: F8924777-CE3B-4B9C-900D-B6F54A248127
Route Management - 8357
o Name as Additional Insured the City of Denton, its Officials, Agents,
Employees and volunteers.
o That such insurance is primary to any other insurance available to the
Additional Insured with respect to claims covered under the policy and that
this insurance applies separately to each insured against whom claim is
made or suit is brought. The inclusion of more than one insured shall not
operate to increase the insurer's limit of liability.
o Provide a Waiver of Subrogation in favor of the City of Denton, its
officials, agents, employees, and volunteers.
• Cancellation: City requires 30 day written notice should any of the
policies described on the certificate be cancelled or materially changed
before the expiration date.
• Should any of the required insurance be provided under a claims made form,
Contractor shall maintain such coverage continuously throughout the term of this
contract and, without lapse, for a period of three years beyond the contract
expiration, such that occurrences arising during the contract term which give rise
to claims made after expiration of the contract shall be covered.
• Should any of the required insurance be provided under a form of coverage that
includes a general annual aggregate limit providing for claims investigation or legal
defense costs to be included in the general annual aggregate limit, the
Contractor shall either double the occurrence limits or obtain Owners and
Contractors Protective Liability Insurance.
• Should any required insurance lapse during the contract term, requests for
payments originating after such lapse shall not be processed until the City
receives satisfactory evidence of reinstated coverage as required by this
contract, effective as of the lapse date. If insurance is not reinstated, City may,
at its sole option, terminate this agreement effective on the date of the lapse.
SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS:
All insurance policies proposed or obtained in satisfaction of this Contract shall
additionally comply with the following specifications, and shall be maintained in
compliance with these additional specifications throughout the duration of the
Contract, or longer, if so noted:
A. COMMERCIAL GENERAL LIABILITY INSURANCE
Commercial General Liability Insurance including, but not limited to,
Premises/Operations, Personal & Advertising Injury, Products/Completed
DocuSign Envelope ID: F8924777-CE3B-4B9C-900D-B6F54A248127
Route Management - 8357
Operations, Independent Contractors, and Contractual Liability with minimum
combined bodily injury (including death) and property damage limits of
$1,000,000.00 per occurrence and $2,000,000.00 general aggregate.
B. WORKERS’ COMPENSATION and EMPLOYERS LIABILITY INSURANCE
Workers’ Compensation within the regulations of the Texas Workers’
Compensation Act. The minimum policy limits for Employers Liability are:
Bodily Injury by Accident: $100,000.00 Each Accident
Bodily Injury by Disease: $100,000.00 Each Employee
Bodily Injury by Disease: $500,000.00 Policy Limit
NOTES:
a. If CONTRACTOR will not be providing services under the contract at a City
facility, has no employees and/or is operating as a sole owner and single
operator, CONTRACTOR shall provide a signed letter, with the current date,
on official letterhead stating such to meet the requirement.
b. If CONTRACTOR is a non-subscriber or is self-insured CONTRACTOR
shall provide a copy of its Certificate of Authority to Self-Insure from the
Texas Department of Insurance, Division of Workers’ Compensation Self
Insurance Regulation Program, evidence of alternative coverage and
internal safety and injury coverage policies and procedures.
C. BUSINESS AUTOMOBILE LIABILITY INSURANCE
Business Automobile Liability Insurance covering owned, hired, and non-
owned vehicles, with a minimum combined single limit for bodily injury (including
death) and property damage limit of $500,000.00 per occurrence.
NOTE:
a. If CONTRACTOR does not have owned, hired and non-owned autos
or vehicles and/or no autos or vehicles will not be used in the
performance of services under the contract, CONTRACTOR shall
provide a signed letter, with the current date, on official letterhead
stating such to meet the requirement for owned autos.
SUBCONTRACTING LIABILITY
(1) Without limiting any of the other obligations or liabilities of the CONTRACTOR,
the CONTRACTOR shall require each Subcontractor performing work under the
contract, at the Subcontractor's own expense, to maintain during the engagement
DocuSign Envelope ID: F8924777-CE3B-4B9C-900D-B6F54A248127
Route Management - 8357
with the CITY, types and limits of insurance that are appropriate for the
services/work being performed, comply with all applicable laws and are consistent
with industry standards. The Subcontractor’s liability insurance shall name
CONTRACTOR as an additional insured.
(2) CONTRACTOR shall obtain and monitor the certificates of insurance from each
Subcontractor. CONTRACTOR must retain the certificates of insurance for the
duration of the contract and shall have the responsibility of enforcing insurance
requirements among its subcontractors. The CITY shall be entitled, upon request
and without expense, to receive copies of these certificates.
DocuSign Envelope ID: F8924777-CE3B-4B9C-900D-B6F54A248127
CONFLICT OF INTEREST QUESTIONNAIRE - Exhibit C FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined
by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the
date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity.
2
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after
the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section
176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must be
c ompleted for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code.
Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in
this section AND the taxable income is not received from the local governmental entity?
Yes No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or
director, or holds an ownership of one percent or more?
Yes No
D.
Describe each employment or business and family relationship with the local government officer named in this section.
4
I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
DocuSign Envelope ID: F8924777-CE3B-4B9C-900D-B6F54A248127
9/26/2023
n/a
X
Rubicon
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Government Code may be found at
http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections
cited on this form.
Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties
based on commercial activity of one of the parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental
entity or anagency of a federal, state, or local governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal
agency andthat is subject to regular examination by, and reporting to, that agency.
Local Government Code § 176.003(a)(2)(A) and (B):
(a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
***
(2) the vendor:
(A) has an employment or other business relationship with the local government officer
or afamily member of the officer that results in the officer or family member receiving taxable
income, other than investment income, that exceeds $2,500 during the 12-month period
preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been
executed;or
(ii) the local governmental entity is considering entering into a contract with
thevendor;
(B) has given to the local government officer or a family member of the officer one or
more giftsthat have an aggregate value of more than $100 in the 12-month period preceding
the date the officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code § 176.006(a) and (a-1)
(a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship
with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that
local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member
of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B),
excluding any gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records
administrator not later than the seventh business day after the later of:
(2) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local
governmentalentity; or
(B) submits to the local governmental entity an application, response to a request for
proposalsor bids, correspondence, or another writing related to a potential contract with the
local governmental entity; or
(3) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or
afamily member of the officer, described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection (a); or(C) of a
family relationship with a local government officer.
DocuSign Envelope ID: F8924777-CE3B-4B9C-900D-B6F54A248127
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015
DocuSign Envelope ID: F8924777-CE3B-4B9C-900D-B6F54A248127
Certificate Of Completion
Envelope Id: F8924777CE3B4B9C900DB6F54A248127 Status: Completed
Subject: ***Purchasing Approval*** 8357 Route Management
Source Envelope:
Document Pages: 28 Signatures: 5 Envelope Originator:
Certificate Pages: 5 Initials: 1 Christina Dormady
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
christina.dormady@cityofdenton.com
IP Address: 198.49.140.10
Record Tracking
Status: Original
9/25/2023 8:30:27 AM
Holder: Christina Dormady
christina.dormady@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Christina Dormady
christina.dormady@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 9/25/2023 8:37:19 AM
Viewed: 9/25/2023 8:37:30 AM
Signed: 9/25/2023 8:38:21 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 9/25/2023 8:38:23 AM
Viewed: 9/26/2023 9:39:23 AM
Signed: 9/26/2023 9:43:30 AM
Electronic Record and Signature Disclosure:
Not Offered via DocuSign
Conor Riffle
conor.riffle@rubicon.com
Rubicon
Rubicon Global, LLC
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 165.225.220.152
Sent: 9/26/2023 9:43:32 AM
Viewed: 9/26/2023 2:16:22 PM
Signed: 9/26/2023 2:20:01 PM
Electronic Record and Signature Disclosure:
Accepted: 9/26/2023 2:16:22 PM
ID: be1d2a9a-5720-424c-8492-3f2474d1bc6e
John Harris
john.harris@cityofdenton.com
Drainage Manager
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 9/26/2023 2:20:04 PM
Viewed: 9/26/2023 2:20:37 PM
Signed: 9/26/2023 2:21:30 PM
Electronic Record and Signature Disclosure:
Accepted: 9/26/2023 2:20:37 PM
ID: 3741ded8-025b-4e8e-b929-d207bb8ada36
Signer Events Signature Timestamp
Christina Dormady
christina.dormady@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: 9/26/2023 2:21:33 PM
Viewed: 9/26/2023 3:09:02 PM
Signed: 9/26/2023 3:09:21 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
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 9/26/2023 3:09:23 PM
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 9/25/2023 8:37:19 AM
Certified Delivered Security Checked 9/26/2023 3:09:02 PM
Signing Complete Security Checked 9/26/2023 3:09:21 PM
Completed Security Checked 9/26/2023 3:09:23 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
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Conor Riffle, John Harris
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
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