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8534 - Contract Executed Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance Docusign Envelope ID: 6CA27EED-3C53-471F-905C-E71A84E2FE70 FILE Christa Christian Not Applicable DME Interact City Software 8534 JULY 23, 2029 JULY 23, 2024 24-1348 Schedule A AMENDMENT NO. 1 TO LIFECYCLE SERVICES AGREEMENT THIS AMENDMENT NO. 1 TO LIFECYCLE SERVICES AGREEMENT (the “Amendment”), made as of May 17, 2024, amends that certain Lifecycle Services Agreement dated April 27, 2021 (“Original Agreement”), by and between SIGNIFY NORTH AMERICA CORPORATION (“Signify”) and CITY OF DENTON (“Customer”). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Original Agreement. WHEREAS, Signify and Customer are parties to the Original Agreement; WHEREAS, Signify and Customer wish to make certain revisions with respect to the Original Agreement; NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree to amend the Original Agreement as follows: 1. Term. The parties wish to extend the Term of the Agreement by five (5) years, commencing as of September 16, 2024, and expiring as of September 16, 2029 (the “Renewal Term”). After the end of the Renewal Term the Parties shall have the option to renew for consecutive one (1) year periods (each an “Additional Renewal Term” and altogether the “Additional Renewal Terms”), until and unless terminated by either Party in accordance with the Agreement’s provisions. 2. Revisions. Schedule A of the Original Agreement is hereby modified as follows: Table 1 – System Total Node Quantity Signify SKU Quantity Signify SKU Description 15,000 15,000 LLC729x/LLC78xx Interact City Connector Node 3. Pricing. As compensation to Signify for performance of the Services hereunder, Customer shall pay Signify $19,500 upfront for the first year of the Renewal Term (“Annual Service Fee”), with four (4) subsequent Annual Service Fee payments of $19,500 per each subsequent year of the Renewal Term, for a full five (5) year Renewal Term at the total cost of $97,500. All pricing excludes any taxes. For the avoidance of doubt, the Annual Service Fee shall also apply and shall be due and payable by Customer to Signify for the Services to be performed by Signify in each Additional Renewal Term. 4. Change Orders. Either Party may request modifications to the Services by submitting a written request to the other Party, together with any proposals for equitable adjustments in the price, schedule and/or scope. Without limiting the generality of the foregoing, Customer agrees that Signify will be entitled to a Change Order in the event there is any documented, increased cost or expense in performing any Services resulting from: (a) the conditions or infrastructure at the Site materially differing from information provided by Customer, or of a kind or variety not typical for similar worksites or environments; (b) additions to or changes in Service requirements or Site requirements arising following execution of this Agreement, (c) the physical, structural, or working conditions materially changing at the Site during the term of this Agreement and (d) additions to or changes in Applicable Law or applicable engineering standards (in either such instance, affecting the System, Site, or the Services) which are enacted or adopted following the execution of this Agreement; provided, however, that (a) through (d) shall in no way be deemed or construed as varying or limiting Customer’s obligations with respect to any other provisions referencing Change Orders hereunder. The parties shall negotiate in good faith any proposed change order submitted by the other Party. To the extent agreed to by the other Party in writing, such written request shall be deemed to change the scope of Services and Service Fee, as applicable (each, a “Change Order”). For any Change Order that results in ongoing change of the Docusign Envelope ID: 6CA27EED-3C53-471F-905C-E71A84E2FE70 Classified annual Service Fee or results in additional compensation to Signify, the Parties shall execute an amendment to this Agreement to reflect the necessary revisions to the scope of Services and/or Service Fee or additional compensation. In the event after negotiating in good faith for thirty (30) days following a Party’s submission of a Change Order request the Parties are unable to agree on the proposed Change Order, then as to the affected Service, Signify may terminate such affected Service by written notice to Customer. During the negotiation and pendency of any such proposed Change Order, Signify reserves the right to suspend its provision of the affected Service by written notice. No such withholding, suspension, or termination of an affected Service shall be considered a default hereunder. 5. Product Name Change. All references in the Agreement to CityTouch shall be deleted and replaced with Interact City. 6. Insurance. The parties agree that Attachment A attached hereto and incorporated by reference supersedes and replaces all insurance requirements in the Original Agreement, including those set forth in Article 6. 7. Term & Termination. Section 7 of the Original Agreement is hereby amended to include the following Section 7.4: 7.4 Customer may terminate the Agreement by giving thirty (30) days prior written notice to Signify in the event that the Customer fails to appropriate or allot the necessary funds to pay the Annual Service Fees for any given year of the Renewal Term or for any Additional Renewal Term. 8. Entire Agreement. This Amendment, the Original Agreement and the terms and provisions hereof and thereof constitute the entire agreement among the parties pertaining to the subject matter hereof and thereof and supersede any and all prior or contemporaneous agreements relating to the subject matter hereof or thereof. Except as expressly amended hereby, the Original Agreement will remain unchanged and in full force and effect. To the extent any terms or provisions of this Amendment conflict with those of the Original Agreement, the terms and provisions of this Amendment shall control. This Amendment shall be deemed part of and is hereby incorporated into the Original Agreement. IN WITNESS WHEREOF, the parties have executed this Amendment as of the date first set forth above. CITY OF DENTON SIGNIFY NORTH AMERICA CORPORATION By (Signature): __________________________ Title as: __________________________ By (Signature): __________________________ Title as: __________________________ ATTEST: LAUREN THODEN, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _______________________________ Docusign Envelope ID: 6CA27EED-3C53-471F-905C-E71A84E2FE70 Alfonso Roldan KerguelenSara Hensley Classified 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: 6CA27EED-3C53-471F-905C-E71A84E2FE70 DME General Manager Electric Antonio Puente Interact City Software – 8534 Attachment A 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.  Liability policies shall be endorsed to provide the following: 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 Docusign Envelope ID: 6CA27EED-3C53-471F-905C-E71A84E2FE70 Interact City Software – 8534 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: 1. COMMERCIAL GENERAL LIABILITY INSURANCE Commercial General Liability Insurance including, but not limited to, Premises/Operations, Personal & Advertising Injury, Products/Completed 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. 2. CYBER/TECHNOLOGY NETWORK LIABILITY AND RISK INSURANCE Cyber/Technology Network Liability and Risk Insurance, inclusive of Information Security and Privacy (first and third party coverage) to Docusign Envelope ID: 6CA27EED-3C53-471F-905C-E71A84E2FE70 Interact City Software – 8534 provide coverage for any damage caused by a network risk, cyber act or breaches of data and privacy right, the rendering of, or the failure to properly perform professional services for, but not limited to, computer programming, management information systems, negligent system design, disclosure of confidential information, and copyright infringement with minimum limits with minimum limits of $2,000,000.00 per claim. Docusign Envelope ID: 6CA27EED-3C53-471F-905C-E71A84E2FE70 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) and by City of Denton Ethics Code, Ordinance 18-757. 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 completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1(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: 6CA27EED-3C53-471F-905C-E71A84E2FE70FORM CIQ Signify North America Corporation Mary McFall None X X X X 6/20/2024 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 an agency 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 and that 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 a family 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 the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that 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: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family 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. City of Denton Ethics Code Ordinance Number 18-757 Definitions: Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 Docusign Envelope ID: 6CA27EED-3C53-471F-905C-E71A84E2FE70 Certificate Of Completion Envelope Id: 6CA27EED3C53471F905CE71A84E2FE70 Status: Completed Subject: Please DocuSign: City Council Contract 8534 DME Interact City Software Source Envelope: Document Pages: 9 Signatures: 6 Envelope Originator: Certificate Pages: 6 Initials: 1 Christa Christian AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Christa.Christian@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 5/20/2024 9:53:07 AM Holder: Christa Christian Christa.Christian@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Christa Christian christa.christian@cityofdenton.com Purchasing Supervisor City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 5/22/2024 11:01:04 AM Viewed: 5/23/2024 2:07:54 PM Signed: 5/23/2024 2:08:02 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: 198.49.140.104 Sent: 5/23/2024 2:08:05 PM Viewed: 5/23/2024 8:44:59 PM Signed: 5/23/2024 8:45:17 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Senior Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 5/23/2024 8:45:19 PM Viewed: 5/29/2024 5:34:28 PM Signed: 5/29/2024 5:35:30 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Alfonso Roldan Kerguelen alfonso.roldan@signify.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 170.85.54.170 Sent: 5/29/2024 5:35:34 PM Resent: 6/3/2024 1:51:31 PM Resent: 6/17/2024 11:56:57 AM Viewed: 6/17/2024 1:21:08 PM Signed: 6/20/2024 11:35:32 PM Electronic Record and Signature Disclosure: Accepted: 6/3/2024 1:57:41 PM ID: 10724c82-18e0-4fdf-b479-1cdb62ce886d Signer Events Signature Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 6/20/2024 11:35:35 PM Viewed: 6/21/2024 11:47:40 AM Signed: 7/24/2024 8:16:00 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Antonio Puente Antonio.Puente@cityofdenton.com DME General Manager Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 174.246.129.115 Signed using mobile Sent: 6/20/2024 11:35:35 PM Viewed: 6/21/2024 7:14:06 AM Signed: 6/21/2024 7:14:38 AM Electronic Record and Signature Disclosure: Accepted: 6/21/2024 7:14:06 AM ID: 42d4cc5d-5dec-4e32-b62a-498fd820504a Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 7/24/2024 8:16:04 AM Viewed: 7/24/2024 8:20:58 AM Signed: 7/24/2024 8:21:03 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lauren Thoden lauren.thoden@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 7/24/2024 8:21:06 AM Viewed: 7/24/2024 9:56:25 AM Signed: 7/24/2024 9:56:40 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 Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 7/24/2024 8:16:03 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 7/24/2024 9:56:43 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jerry Looper jerry.looper@cityofdenton.com JL Security Level: Email, Account Authentication (None) Sent: 7/24/2024 9:56:44 AM Electronic Record and Signature Disclosure: Accepted: 7/24/2024 7:37:48 AM ID: 9023f18e-b84c-4616-b045-08f23ccf6087 Nicholas Dusak nicholas.dusak@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 7/24/2024 9:56:45 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 5/22/2024 11:01:04 AM Envelope Updated Security Checked 6/3/2024 1:51:30 PM Envelope Updated Security Checked 6/3/2024 1:51:30 PM Envelope Updated Security Checked 6/17/2024 11:03:08 AM Certified Delivered Security Checked 7/24/2024 9:56:25 AM Signing Complete Security Checked 7/24/2024 9:56:40 AM Completed Security Checked 7/24/2024 9:56:45 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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