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8073 - Informal Amendment 3 Executed DocuSign Transmittal Coversheet File Name Purchasing Contact Docusign Envelope ID: 786C4ADC-D9FB-45EA-8B83-78E873F35347 Cori Power 8073-Custom JDE Integrated Reports Price Amendment Procurement Department 901 B Texas St., Denton, TX 76209  (940) 349-7100 OUR CORE VALUES Inclusion  Collaboration  Quality Service  Strategic Focus  Fiscal Responsibility September 6, 2024 Mr. Eric Kuefler KS2 Technologies, Inc. 1020 Mustang Dr Grapevine, TX 76051 ekuefler@ks2inc.com Re: Contract 8073 Custom Integrated JDE Reports Dear Mr. Kuefler, Thank you for being such a valued partner. By signing this Amendment below, COD and KS2 Technologies, Inc., agree that Contract 8073 is hereby deemed amended to the updated Schedule of Charges, as shown in Attachment A. The City of Denton reserves the right to re-evaluate pricing as the market conditions change and can ask your firm to provide updated proposed pricing, including, but not limited to, a decrease in pricing, as a result of any such change. All terms and conditions of the contract shall apply. If your firm is in agreement, please sign and return this letter to my attention. Signatures transmitted electronically shall have the same effect as the delivery of original signatures. We look forward to future business with your firm. Regards, ____________________________ ___________________________ Cori Power Eric Kuefler, President Procurement KS2 Technologies, Inc. City of Denton Docusign Envelope ID: 786C4ADC-D9FB-45EA-8B83-78E873F35347 KS2 Technologies, Inc. 1020 Mustang Drive Grapevine, Texas 76051 (817) 310-1800 (office) (817) 310-1801 (fax) Page 1 of 3 Statement of Work (“SOW”) City of Denton – eXLerated Reports Hosting Project#: 21301283759 This Agreement is between City of Denton (“Client”), 601 East Hickory, Suite A, Denton, Texas 76201 and KS2 Technologies, Inc. (“KS2”), 1020 Mustang Drive, Grapevine, TX, 76051. KS2 will provide services as defined in the Scope of Work section of this document. Both KS2 and the Client agree to all terms and conditions stated herein. City of Denton Contract Reference #8073  This SOW is a continuation of City of Denton Contract #8073 signed 11/1/2022 by Client and KS2.  There are 2 changes referenced in this SOW: o Estimated Timeline: this SOW extends the existing contract by another 12 months; 9/1/2024 thru 8/31/2025 as noted below. o Revised price: $2,165 per month starting 9/1/2024. o All other terms and conditions remain unchanged. Scope of Work Forecasting / Estimated Timeline ● SOW Begin: 9/1/2024 ● SOW End: 8/31/2025 ● SOW Duration: 12 months Scope of Work Definition ● KS2 will license to Client, KS2’s eXLerated® reporting platform and application which includes the following: o KS2 will provide a Production hosting instance on the KS2 IBM Cloud (formerly Bluemix) platform. o KS2 will provide a non-Production hosting instance on the KS2 IBM Cloud (formerly Bluemix) platform. o KS2 will provide Tier 2 and Tier 3 Support Services for eXLerated reports application instance hosting incidents or issues up to a maximum of 4 hours per month. Out of Scope Work The following Services are considered “Out of Scope” for this Statement of Work (SOW): 1. Consulting Services / Professional Services associated with application enhancements. KS2 Responsibilities ● KS2 will provide (1) IBM Cloud (formerly Bluemix) application and data hosting instances for Client environments within the Scope of this agreement. ● KS2 will provide setup and testing of the required instances within the Scope of this agreement. ● KS2 will provide Tier 2 Support to Client for validated and confirmed Cloud hosting issues and / or incidents. Client Responsibilities It will be the Client’s responsibility to perform or provide the following as needed for any work to be performed by KS2: ● Client will authorize KS2 to work on behalf of client with third party vendor system (DocuSign, etc.), as needed and when necessary, within 3 days of project start. ● Client will provide timely system access accounts and access required for remote development efforts, including (but not limited to): network (VPN or other) access, remote desktop or server access, hardware or software accounts, security (RSA) tokens required for access, OS administration accounts, and other infrastructure support required Docusign Envelope ID: 786C4ADC-D9FB-45EA-8B83-78E873F35347 KS2 Technologies, Inc. 1020 Mustang Drive Grapevine, Texas 76051 (817) 310-1800 (office) (817) 310-1801 (fax) Page 2 of 3 ● Client will provide KS2 access to appropriate (DEV, QA and/or PROD) environments and domains. ● Client will perform all required daily backups of critical systems. ● Client will provide timely Internal change management authorization and sign off. ● Client will provide internal and external compliance requirements and/or required security reviews of project artifacts and deliverables as they relate to this project. ● Client will make appropriate personnel available for analysis and other work as required in a timely manner. ● Client will provide a contact list of Client personnel and project stakeholders who may authorize work to be performed. ● Client will provide remote JDE access for KS2 consultants to all affected systems. ● Client must provide required, valid Client 3rd Party Certificate for SSL configuration for PROD and DEV environments, if required. ● Client must provide KS2 two (2) virtual machines (VM) for Secure Gateway (on premise) hosting. Project Management ● KS2 and Client each agree to designate a project manager who shall be responsible for coordinating each company’s activities. Client’s project manager shall have the authority to approve services on the Client’s behalf. ● KS2’s project manager shall have the sole right to exercise direct control and supervision over the KS2 consultants’ work. ● If the Client’s project manager changes during this SOW, this shall constitute a scope change and may subject Client to a change order request which may increase the overall time and associated fees to deliver. ● KS2’s BEST project governance requires regular steering committee meetings with KS2 and Client stakeholders. These meetings will be scheduled in advance and provide a forum for both Client and KS2 to meet and discuss project budget, project expectations, project signoffs and approvals, and project timelines. Failure to attend these meetings may increase the overall time and associated fees to deliver. Fees ● Total Cost of Client Platform Hosting per month: $1,000/month ● Total Cost of Application Support per month: $900/month ● Total Cost of Non Production Environment Hosting: $265/month ● Client will be invoiced a total of $2,065 per month Total: $2,165 monthly ● All rates and fees are USD. ● Client agrees to pay for any increases in IBM Cloud hosting cost that is a direct result of increases (by more than 20%) utilization. ● Client agrees to pay for any increases in IBM Cloud hosting cost that is a direct result of additional application environments being requested by Client. Payment Terms and Conditions ● Client will be invoiced annually in advance for application and hosting service fees per the fee schedule, above. The total amount will be due upon acceptance of this agreement for $25,980. ● Client agrees to issue full payment for all hosting services, above, within 15 days of invoice. Intellectual Property Rights It is understood and agreed that KS2 shall own all materials in written, graphic, electronically stored or other form generated or prepared in the course of providing services to Client pursuant to this Agreement. All intellectual property developed prior to this Agreement, during this Agreement or developed outside of this Agreement by KS2, and which is exchanged with Client, shall remain the sole and exclusive property of KS2. Term This agreement will go into effect on September 1, 2024 and will remain active until August 31, 2025 at which point it will renew annually unless it is terminated. Monthly hours, rates and fees are subject to change if changes are approved by both parties in writing. Docusign Envelope ID: 786C4ADC-D9FB-45EA-8B83-78E873F35347 KS2 Technologies, Inc. 1020 Mustang Drive Grapevine, Texas 76051 (817) 310-1800 (office) (817) 310-1801 (fax) Page 3 of 3 Termination This SOW may be terminated by either party with 90 days prior written notice. Notice should include the desired termination date (“Termination Date”). KS2 agrees to provide and Client agrees to pay for services performed until the Termination Date. Provide Written Notice To: Email: ekuefler@ks2inc.com Fax: 817-310-1801 ATTN: Eric Kuefler Authorization In witness whereof, the parties have executed this Agreement by their duly authorized representatives: City of Denton KS2 Technologies, Inc 601 East Hickory, Suite A 1020 Mustang Drive Denton, TX 76201 Grapevine, TX 76051 Signature Date Signature Date Eric Kuefler Name Name President Title Title APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _______________________________ Docusign Envelope ID: 786C4ADC-D9FB-45EA-8B83-78E873F35347 9/8/20249/10/2024 Purchasing Supervisor Cori Power Certificate Of Completion Envelope Id: 786C4ADCD9FB45EA8B8378E873F35347 Status: Completed Subject: ***Purchasing Approval*** 8073 - Custom Integrated JDE Reports Price Amendment Source Envelope: Document Pages: 5 Signatures: 5 Envelope Originator: Certificate Pages: 5 Initials: 1 Cori Power AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 cori.power@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 9/6/2024 3:09:24 PM Holder: Cori Power cori.power@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Cori Power cori.power@cityofdenton.com Purchasing Supervisor City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 9/6/2024 5:07:03 PM Viewed: 9/6/2024 5:10:31 PM Signed: 9/6/2024 5:10:59 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: 9/6/2024 5:11:01 PM Viewed: 9/7/2024 4:58:47 PM Signed: 9/7/2024 4:59:03 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: 198.49.140.104 Sent: 9/7/2024 4:59:05 PM Viewed: 9/10/2024 9:57:04 AM Signed: 9/10/2024 9:58:43 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Eric Kuefler ekuefler@ks2inc.com President Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 75.104.89.70 Sent: 9/7/2024 4:59:04 PM Viewed: 9/8/2024 2:42:21 PM Signed: 9/8/2024 2:43:54 PM Electronic Record and Signature Disclosure: Accepted: 5/26/2023 1:04:00 PM ID: bf4daf93-b9b8-4528-bef4-19dd18e0f323 Signer Events Signature Timestamp Cori Power cori.power@cityofdenton.com Purchasing Supervisor City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 9/10/2024 9:58:46 AM Viewed: 9/10/2024 2:38:17 PM Signed: 9/10/2024 2:38:29 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 James Barnes Jim.Barnes@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 9/10/2024 2:38:31 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 9/10/2024 2:38:31 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 9/6/2024 5:07:03 PM Certified Delivered Security Checked 9/10/2024 2:38:17 PM Signing Complete Security Checked 9/10/2024 2:38:29 PM Completed Security Checked 9/10/2024 2:38:32 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. 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