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6445 - Renewal Amendment Executed - 2-22-2024 Docusign Transmittal Coversheet File Name Purchasing Contact Contract Expiration DocuSign Envelope ID: FFC2F1B2-330B-40E1-8AC6-455CEA7F59EF RENEWAL AMENDMENT Crystal Westbrook FILE 6445 FEBRUARY 22, 2027 1 RENEWAL AMENDMENT TO CONTRACT BETWEEN CITY OF DENTON, TEXAS AND GL NOBLE DENTON, INC. (Contract # 6445) This Renewal Amendment to Contract (Contract 6445) (this Amendment) is entered into between the City of Denton, Texas (City) and GL NOBLE DENTON, INC. (Supplier). Background The City and Supplier have previously entered into Contract (6445), as amended (the Agreement). Initially capitalized terms used but not otherwise defined in this Amendment will have the meanings set forth in the Agreement. The parties desire to amend the Agreement as follows: 1 Effective Date The terms of this Amendment are effective as of the latest date in the signature block. 2 Contract Term General terms and conditions, Addendum to Software License Agreement, in Attachment A. The contract term will be three (3) year, effective from date of award. The Amendment shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. The Supplier’s request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 3 Fee Schedule Attachment B to this Amendment includes the Annual Maintenance and Support Proposal. This Attachment 1 shall supersede Appendix A of the Agreement. 4 Total Contract Amount The contract total for the continued services shall not exceed $28,774.85. 5 Updated contract number This Amendment constitutes a new agreement beginning on the Effective Date between the parties incorporating, except as amended herein, all the terms and conditions in the Agreement for all intents and purposes. Such Agreement will have contract number 6445. Confirmation of Agreement This Amendment (together with all exhibits attached hereto) constitutes the entire agreement between the parties regarding the matters of this Amendment and supersedes all prior and contemporaneous agreements and understandings regarding the matters of this Amendment. In the event of a conflict between this Amendment and the Agreement as it relates to the matters of this Amendment, the terms of this Amendment will control. Otherwise, all terms and conditions of the Agreement will remain in full force and effect and likewise apply to this Amendment. DocuSign Envelope ID: FFC2F1B2-330B-40E1-8AC6-455CEA7F59EF 2 Authorized Signatures: “CITY” CITY OF DENTON, TEXAS “SUPPLIER” GL NOBLE DENTON, INC. By: By: Name: CRYSTAL WESTBROOK Name: Title: SENIOR BUYER Title: Date: Date: THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. __________________________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: FFC2F1B2-330B-40E1-8AC6-455CEA7F59EF Regional Sales Mgr, Americas John Akujobi 2/21/2024 DME General Manager Antonio Puente, Jr. Electric 2/22/2024 Form code: AGR 904 Revision: 2023-01 www.dnv.com Page 1 of 2 ADDENDUM TO SOFTWARE LICENCE AGREEMENT DNV Doc No: 1702-136270 (6445) Relevant DNV Legal Entity: DNV GL Noble Denton USA, LLC Addendum no.: 06 To the Software Standard License Contract NO. 1702-136270 (6445) the "Agreement" of 2017-05-25 between City of Denton "Customer" and DNV GL Noble Denton USA, LLC "DNV" relating to the following software products: Synergi Electric. WHEREAS, the parties desire to amend the Agreement as set forth in this Amendment, which shall be effective as of the date of execution by both parties. NOW, THEREFORE, the parties agree as follows: 1. Section 4.6 shall be amended to read as follows: Payments shall be made within 30 days of receipt of the invoice. 2. Section 4.8 is hereby deleted and shall now read as follows: Customer shall provide DNV with copy of the tax exempt certificate. 3. Section 6.5 shall be amended to read as follows: Customer and DNV acknowledges and agrees that all confidential information must be clearly marked as confidential. 4. The parties agree that section 6.6 of the Agreement is no longer valid or enforceable. The section is hereby deleted in the entirety. 5. Section 15.2 shall be amended to read as follows: In the event of either party being so delayed or prevented from performing its obligations such party shall: (a) give notice in writing of such delay or prevention to the other party as soon as reasonably possible but in no event more than five (5) calendar days after the inception of such occurrence; (b) use all reasonable endeavours to mitigate the effects of such delay or prevention upon the performance of its obligations under this agreement; and (c) resume performance of its obligations as soon as reasonably possible after the removal of the cause of the delay or prevention. The party will be excused from performance so affected for as long as such circumstances prevail and the party continues to use commercially reasonable efforts to recommence performance. 6. Section 19.2 shall be amended to read as follows: Any dispute arising out of, in relation to or as a consequence of this Agreement, which cannot be settled amicably through negotiations between the parties, shall be brought exclusively in the courts of Denton County, Texas. 7. The parties agree that Appendix C, D and Terms and Conditions (Software Services) of the Agreement is no longer valid or enforceable and are hereby removed in the entirety. This Addendum is subject to the terms and conditions of the Agreement. In case of any inconsistency, the terms of this Addendum shall prevail. The Agreement shall be extended as follows: Extension Category Specifications Fee Extended Software Licence No software 0.00 Extension of number of users additional users for software SLA For new software products not included in the Agreement, an SLA is mandatory Additional SLA fee Other Delivery Date: Installation Address/ User location for software: Customer Contacts: ATTACHMENT A DocuSign Envelope ID: FFC2F1B2-330B-40E1-8AC6-455CEA7F59EF DNV Doc No: Form code: AGR 904 Revision: 2023-01 www.dnv.com Page 2 of 2 Technical: Support: DNV's Contact Persons: Commercial: Andy Schlegel Andy.Schlegel@dnv.com Support: Terms of payment are 30 days net. Any licence fee will be invoiced upon conclusion of this Addendum. Additional SLA will be invoiced after delivery acceptance. Any service beyond agreed SLA in connection with this Addendum shall be subject to a signed DNV Service contract and DNV’s current price list from time to time. The validation of the fees in this Addendum requires a contract signature before 2024-03-31. Special Conditions Place: Place: Katy, Texas Date : Date : For Customer For DNV John Akujobi Regional Software Sales Manager DocuSign Envelope ID: FFC2F1B2-330B-40E1-8AC6-455CEA7F59EF DNV – Doc. No. 2302-527621, Date of issue: 4/26/2023 – www.dnv.com 9 SOFTWARE SLA City of Denton would also like to pre-purchase 3 years of Synergi Electric SLA as part of this scope of work. Below is the cost for the SLA for the periods of 1-1-24 through 12-31-26. ATTACHMENT B DocuSign Envelope ID: FFC2F1B2-330B-40E1-8AC6-455CEA7F59EF CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: FFC2F1B2-330B-40E1-8AC6-455CEA7F59EF GL NOBLE DENTON, INC. CIQ FORM X X 2/21/2024 X X N/A Certificate Of Completion Envelope Id: FFC2F1B2330B40E18AC6455CEA7F59EF Status: Completed Subject: ***Purchasing Approval*** 6445-Renewal Amendment Source Envelope: Document Pages: 7 Signatures: 4 Envelope Originator: Certificate Pages: 5 Initials: 1 Crystal Westbrook AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 crystal.westbrook@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 2/20/2024 11:39:37 AM Holder: Crystal Westbrook crystal.westbrook@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Crystal Westbrook crystal.westbrook@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 2/20/2024 11:57:04 AM Viewed: 2/20/2024 11:57:11 AM Signed: 2/20/2024 12:00:08 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 2/20/2024 12:00:10 PM Viewed: 2/20/2024 3:18:56 PM Signed: 2/20/2024 3:28:43 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign John Akujobi John.Akujobi@dnv.com Regional Sales Mgr, Americas DNV GL Noble Denton USA,LLC. Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 73.230.27.10 Sent: 2/20/2024 3:28:45 PM Viewed: 2/21/2024 3:10:16 PM Signed: 2/21/2024 3:12:05 PM Electronic Record and Signature Disclosure: Accepted: 2/21/2024 3:10:16 PM ID: 86b7bff1-8e45-4b0b-a4bf-9c950e3653a9 Antonio Puente, Jr. antonio.puente@cityofdenton.com DME General Manager Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 174.244.20.142 Signed using mobile Sent: 2/21/2024 3:12:07 PM Viewed: 2/21/2024 3:42:29 PM Signed: 2/21/2024 3:42:53 PM Electronic Record and Signature Disclosure: Accepted: 2/21/2024 3:42:29 PM ID: 9dd2211e-ec15-4a67-b661-3313d81d9673 Signer Events Signature Timestamp Crystal Westbrook crystal.westbrook@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 47.186.211.68 Sent: 2/21/2024 3:42:56 PM Viewed: 2/22/2024 9:55:55 AM Signed: 2/22/2024 10:00:36 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 2/22/2024 10:00:38 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 2/20/2024 11:57:04 AM Envelope Updated Security Checked 2/20/2024 11:58:58 AM Certified Delivered Security Checked 2/22/2024 9:55:55 AM Signing Complete Security Checked 2/22/2024 10:00:36 AM Completed Security Checked 2/22/2024 10:00:38 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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