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7778 - Assignment of Contract Executed Procurement 901B Texas St., Denton, TX 76209  (940) 349-7100 OUR CORE VALUES Inclusion • Collaboration • Quality Service • Strategic Focus • Fiscal Responsibility Assignment of Contract #7778 FOR VALUE RECEIVED, Questica, Inc. (“Assignor”) hereby assigns and otherwise transfers to EUNA Solutions Inc. (“Assignee”) all rights, title, and interest held by Assignor in and to the “Contract” described as follows (this “Assignment”): Contract approved September 21, 2021, by and between the City of Denton, Questica, Inc. for Questica Enterprise Budget Software; said Contract being in the original not to exceed amount of $325,000.00. Assignor warrants and represents that said Contract is in full force and effect and is fully assignable. Assignor further warrants that it has the full right and authority to transfer said Contract and that Contract rights herein transferred are free of liens, encumbrances, and adverse claims. Said Contract has not been modified and remains on the terms and conditions originally contained therein. If said Contract has been modified, then all modifications to said Contract are attached hereto and made a part hereof. Assignor grants, bargains, sells, conveys, transfers, assigns, and delivers all of its rights, interests, obligations, and duties under the Contract to Assignee. Assignee fully assumes and agrees to perform all remaining covenants, duties, and obligations of Assignor under the Contract in strict accordance with the terms and conditions of the Contract and agrees to indemnify and hold Assignor harmless from any claim or demand resulting from non-performance by Assignee. Assignor agrees that Assignee shall be entitled to all monies remaining to be paid under the Contract, which rights are also assigned hereunder. The City of Denton’s obligations to make payment to Assignee shall only be effective following the date this Assignment becomes effective. In the event that a dispute arises between Assignor and Assignee as to the allocation or division of any payments payable or paid to Assignor of Assignee, such dispute shall be resolved strictly between Assignor and Assignee. This Assignment shall become effective as of the date the Consent to Assignment is executed by the City of Denton after this Assignment is executed by the Assignor and Assignee and shall be binding upon and inure to the benefit of the Assignor and Assignee, their heirs, administrators, successors and assigns. IN WITNESS WHEREOF the Assignor and Assignee execute and affix their respective approval and signature on this Assignment on the dates herein set forth. Dated: _________________ ___________________________ Assignor Dated: _________________ ___________________________ Assignee Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A 4/3/2025 4/3/2025 Procurement 901B Texas St., Denton, TX 76209  (940) 349-7100 OUR CORE VALUES Inclusion • Collaboration • Quality Service • Strategic Focus • Fiscal Responsibility Consent to Assignment of Contract In accordance with the provisions of the Contract, the City of Denton hereby consents to the Assignment of Contract affirming that no modification of the Contract is made or intended, except as noted hereinabove, and that Assignee is now and hereafter substituted for Assignor. The Assignee shall provide to the City of Denton the following documentation before the Assignment of Contract shall become effective: (1) a Conflict of Interest Questionnaire (2) a certificate of insurance which meets or exceeds the insurance requirements of the Contract. Attached: Contract #6570 Contract #7778 Dated: _________________ Approved by: ____________________ Lori Hewell Purchasing Manager City of Denton 901B Texas Street Denton, Texas 940-349-7100 lori.hewell@cityofdenton.com Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A 4/3/2025 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 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 176.001(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: 021867F4-4F6B-451A-A024-00024A13B61A 4/3/2025 Euna Solutions Inc. Revised 11/30/2015Form provided by Texas Ethics Commission www.ethics.state.tx.us 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. Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273 Turnkey Budget Software Cindy Alonzo 6570 August 28, 2018 Yes RFP August 28, 2021 18-1387 Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Contract # 6570 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND QUESTICA, INC. (CONTRACT 6570) THIS CONTRACT is made and entered into this date ______________________, by and between QUESTICA, INC. (Registered as Fraser Burlington, Inc. in Texas), a corporation incorporated under the laws of Ontario, Canada, whose address is 980 Fraser Drive, Unit 105, Burlington, Ontario, L7L 5P5, 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 the City’s document RFP 6570 – Supply of Turnkey Budget Software Solutions, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”); (b) City of Denton’s RFP 6570 (Exhibit “B” on File at the Office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit “C”); (d) Insurance Requirements (Exhibit “D”); (e) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (f) Contractor’s Proposal (Exhibit "F"); (g) License and Service Agreement and Scope of Work (Exhibit “G”) (h) House Bill 89 Verification (Exhibit “H”); (i) Senate Bill 252 Certification (Exhibit “I”); (j) Form CIQ – Conflict of Interest Questionnaire (Exhibit "J"); 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.” 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: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273 8/28/2018 Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Contract # 6570 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR BY: ______________________________ AUTHORIZED SIGNATURE Date: _______________________________ Name:______________________________ Title: _______________________________ ___________________________________ PHONE NUMBER ___________________________________ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: TODD HILEMAN CITY MANAGER BY: __________________________________ Date: APPROVED AS TO LEGAL FORM: AARON LEAL, CITY ATTORNEY BY: __________________________________ 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: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273 8/17/2018 905-643-110 x545 2018-393685 Treasurer abooth@questica.com Allan Booth Antonio Puente, Jr. Director of Finance Finance 8/28/2018 Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Contract # 6570 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for goods and services shall not exceed $351,918. Unit pricing for goods shall include delivery costs, F.O.B. Destination. Pricing shall be per Exhibit F attached. 2. Contract Terms The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The contract 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, unless either party notifies the other prior to the scheduled renewal date. 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. Price Escalation and De-escalation Prices quoted for the commodities or services described in the solicitation must be firm for a period of one year from date of contract award. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, and Producer Price Index (PPI) for Data Management, Information Transformation, and Related Services (PCU5182105182104). The price will be increased or decreased based upon the annual percentage change in the PPI. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. Should the PPI change exceed a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the PPI change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of a properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. Pre- price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. The request can be sent by e-mail to: purchasing@cityofdenton.com noting the contract number. The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Contract # 6570 4. Cooperative Purchasing / Piggyback Option The contract will be available for use by all governmental entities, providing there is no conflict with any applicable statutes, rules, policies, or procedures. The governmental entities will have the option to use the pricing as agreed to within the resulting contract. Governmental entities will issue their internal purchase orders directly to the contractor(s). DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Contract # 6570 Exhibit C Standard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawings and other requirements included in the City of Denton’s contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations must be in writing and signed by a representative of the City’s Procurement Department and the Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City’s premises or on public rights-of-way. 1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide all deliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATE/TERM. Unless otherwise specified in the Solicitation, this Contract shall be effective as of the date the contract is signed by the City, and shall continue in effect until all obligations are performed in accordance with the Contract. 3. CONTRACTOR TO PACKAGE DELIVERABLES: The Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City's count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: The Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: Title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: Deliverables shall be DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Contract # 6570 shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor’s price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: The City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect the deliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the deliverables at the Contractor’s, or the Contractor’s Subcontractor’s, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: Every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery, quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make a conforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City’s service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor’s obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees, City Staff, participants and others on or near the City’s facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor's employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job. C. If the City or the City's representative notifies the Contractor that any worker is incompetent, disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Contract # 6570 any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City's prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall comply fully with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shall indemnify and hold the City harmless from and against all claims, demands, suits, actions, judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 et seq.) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §1251 et seq.). 12. INVOICES: A. The Contractor shall submit separate invoices in duplicate on each purchase order or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, the purchase order or delivery order number and the master agreement number if applicable, the Department’s Name, and the name of the point of contact for the Department. Invoices shall be itemized and transportation charges, if any, shall be listed separately. A copy of the bill of lading and the freight waybill, when applicable, shall be attached to the invoice. The Contractor’s name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor’s registration with the City. Unless otherwise instructed in writing, the City may rely on the remittance address specified on the Contractor’s invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being received DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Contract # 6570 in Accounts Payable, whichever is later, according to the following schedule: i. Software License – 100% on Contract Effective Date ii. Professional Services: a. 25% at earlier of 60 Days from Contract Effective Date or 1st login to hosting server. b. 25% at earlier of 90 Days from Contract Effective Date or delivery of historical data import c. 25% at earlier of 120 Days from Contract Effective Date or commencement of training d. 25% at earlier of 180 Days from Contract Effective Date or first use in a production environment B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or the maximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. If partial shipments or deliveries are authorized by the City, the Contractor will be paid for the partial shipment or delivery, as stated above, provided that the invoice matches the shipment or delivery. D. The City may withhold or set off the entire payment or part of any payment otherwise due the Contractor to such extent as may be necessary on account of: i. delivery of defective or non-conforming deliverables by the Contractor; ii. third party claims, which are not covered by the insurance which the Contractor is required to provide, are filed or reasonable evidence indicating probable filing of such claims; iii. failure of the Contractor to pay Subcontractors, or for labor, materials or equipment; iv. damage to the property of the City or the City’s agents, employees or contractors, which is not covered by insurance required to be provided by the Contractor; v. reasonable evidence that the Contractor’s obligations will not be completed within the time specified in the Contract, and that the unpaid balance would not be adequate to cover actual or damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, with all required attachments and supporting documentation; or vii. failure of the Contractor to comply with any material provision of the Contract Documents. E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding. F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City’s payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfully available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Contract # 6570 pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. 15. FINAL PAYMENT AND CLOSE-OUT: A. If a DBE/MBE/WBE Program Plan is agreed to and the Contractor has identified Subcontractors, the Contractor is required to submit a Contract Close-Out MBE/WBE Compliance Report to the Purchasing Manager no later than the 15th calendar day after completion of all work under the contract. Final payment, retainage, or both may be withheld if the Contractor is not in compliance with the requirements as accepted by the City. B. The making and acceptance of final payment will constitute: i. a waiver of all claims by the City against the Contractor, except claims (1) which have been previously asserted in writing and not yet settled, (2) arising from defective work appearing after final inspection, (3) arising from failure of the Contractor to comply with the Contract or the terms of any warranty specified herein, (4) arising from the Contractor’s continuing obligations under the Contract, including but not limited to indemnity and warranty obligations, or (5) arising under the City’s right to audit; and ii. a waiver of all claims by the Contractor against the City other than those previously asserted in writing and not yet settled. 16. SPECIAL TOOLS & TEST EQUIPMENT: If the price stated on the Offer includes the cost of any special tooling or special test equipment fabricated or required by the Contractor for the purpose of filling this order, such special tooling equipment and any process sheets related thereto shall become the property of the City and shall be identified by the Contractor as such. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Contract # 6570 terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. SUBCONTRACTORS: A. If the Contractor identified Subcontractors in a DBE/MBE/WBE agreed to Plan, the Contractor shall comply with all requirements approved by the City. The Contractor shall not initially employ any Subcontractor except as provided in the Contractor’s Plan. The Contractor shall not substitute any Subcontractor identified in the Plan, unless the substitute has been accepted by the City in writing. No acceptance by the City of any Subcontractor shall constitute a waiver of any rights or remedies of the City with respect to defective deliverables provided by a Subcontractor. If a Plan has been approved, the Contractor is additionally required to submit a monthly Subcontract Awards and Expenditures Report to the Procurement Manager, no later than the tenth calendar day of each month. B. Work performed for the Contractor by a Subcontractor shall be pursuant to a written contract between the Contractor and Subcontractor. The terms of the subcontract may not conflict with the terms of the Contract, and shall contain provisions that: i. require that all deliverables to be provided by the Subcontractor be provided in strict accordance with the provisions, specifications and terms of the Contract; ii. prohibit the Subcontractor from further subcontracting any portion of the Contract without the prior written consent of the City and the Contractor. The City may require, as a condition to such further subcontracting, that the Subcontractor post a payment bond in form, substance and amount acceptable to the City; iii. require Subcontractors to submit all invoices and applications for payments, including any claims for additional payments, damages or otherwise, to the Contractor in sufficient time to enable the Contractor to include same with its invoice or application for payment to the City in accordance with the terms of the Contract; iv. require that all Subcontractors obtain and maintain, throughout the term of their contract, insurance in the type and amounts specified for the Contractor, with the City being a named insured as its interest shall appear; and v. require that the Subcontractor indemnify and hold the City harmless to the same extent as the Contractor is required to indemnify the City. C. The Contractor shall be fully responsible to the City for all acts and omissions of the Subcontractors just as the Contractor is responsible for the Contractor's own acts and omissions. Nothing in the Contract shall create for the benefit of any such Subcontractor any contractual relationship between the City and any such Subcontractor, nor shall it create any obligation on the part of the City to pay or to see to the payment of any moneys due any such Subcontractor except as may otherwise be required by law. D. The Contractor shall pay each Subcontractor its appropriate share of payments made to the Contractor not later than ten (10) calendar days after receipt of payment from the City. 19. WARRANTY-PRICE: A. The Contractor warrants the prices quoted in the Offer are no higher than the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. B. The Contractor certifies that the prices in the Offer have been arrived at independently without consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such fees with any other firm or with any competitor. DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Contract # 6570 C. In addition to any other remedy available, the City may deduct from any amounts owed to the Contractor, or otherwise recover, any amounts paid for items in excess of the Contractor's current prices on orders by others for like deliverables under similar terms of purchase. 20. WARRANTY – TITLE: The Contractor warrants that it has good and indefeasible title to all deliverables furnished under the Contract, and that the deliverables are free and clear of all liens, claims, security interests and encumbrances. The Contractor shall indemnify and hold the City harmless from and against all adverse title claims to the deliverables. 21. WARRANTY – DELIVERABLES: The Contractor warrants and represents that all deliverables sold the City under the Contract shall be free from defects in design, workmanship or manufacture, and conform in all material respects to the specifications, drawings, and descriptions in the Solicitation, to any samples furnished by the Contractor, to the terms, covenants and conditions of the Contract, and to all applicable State, Federal or local laws, rules, and regulations, and industry codes and standards. Unless otherwise stated in the Solicitation, the deliverables shall be new or recycled merchandise, and not used or reconditioned. A. Recycled deliverables shall be clearly identified as such. B. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law; and any attempt to do so shall be without force or effect. C. Unless otherwise specified in the Contract, the warranty period shall be at least one year from the date of acceptance of the deliverables or from the date of acceptance of any replacement deliverables. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand either repair the non-conforming deliverables, or replace the non-conforming deliverables with fully conforming deliverables, at the City’s option and at no additional cost to the City. All costs incidental to such repair or replacement, including but not limited to, any packaging and shipping costs shall be borne exclusively by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach of warranty, but failure to give timely notice shall not impair the City’s rights under this section. D. If the Contractor is unable or unwilling to repair or replace defective or non-conforming deliverables as required by the City, then in addition to any other available remedy, the City may reduce the quantity of deliverables it may be required to purchase under the Contract from the Contractor, and purchase conforming deliverables from other sources. In such event, the Contractor shall pay to the City upon demand the increased cost, if any, incurred by the City to procure such deliverables from another source. E. If the Contractor is not the manufacturer, and the deliverables are covered by a separate manufacturer’s warranty, the Contractor shall transfer and assign such manufacturer’s warranty to the City. If for any reason the manufacturer’s warranty cannot be fully transferred to the City, the Contractor shall assist and cooperate with the City to the fullest extent to enforce such manufacturer’s warranty for the benefit of the City. 22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations. A. The Contractor may not limit, exclude or disclaim the foregoing warranty or any warranty implied by law, and any attempt to do so shall be without force or effect. B. Unless otherwise specified in the Contract, the warranty period shall be at least one year from DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Contract # 6570 the Acceptance Date, or six months from the acceptance date of any custom reports or permitted customizations. If during the warranty period, one or more of the above warranties are breached, the Contractor shall promptly upon receipt of demand perform the services again in accordance with above standard at no additional cost to the City. All costs incidental to such additional performance shall be borne by the Contractor. The City shall endeavor to give the Contractor written notice of the breach of warranty within thirty (30) calendar days of discovery of the breach warranty, but failure to give timely notice shall not impair the City’s rights under this section. C. If the Contractor is unable or unwilling to perform its services in accordance with the above standard as required by the City, then in addition to any other available remedy, the City may reduce the amount of services it may be required to purchase under the Contract from the Contractor, and purchase conforming services from other sources. 23. ACCEPTANCE OF INCOMPLETE OR NON-CONFORMING DELIVERABLES: If, instead of requiring immediate correction or removal and replacement of defective or non- conforming deliverables, the City prefers to accept it, the City may do so. Subject to Article 31, the Contractor shall pay all claims, costs, losses and damages attributable to the City’s evaluation of and determination to accept such defective or non-conforming deliverables. If any such acceptance occurs prior to final payment, the City may deduct such amounts as are necessary to compensate the City for the diminished value of the defective or non-conforming deliverables. If the acceptance occurs after final payment, such amount will be refunded to the City by the Contractor. 24. RIGHT TO ASSURANCE: Whenever one party to the Contract in good faith has reason to question the other party’s intent to perform, demand may be made to the other party for written assurance of the intent to perform. In the event that no assurance is given within the time specified after demand is made, the demanding party may treat this failure as an anticipatory repudiation of the Contract. 25. STOP WORK NOTICE: The City may issue an immediate Stop Work Notice in the event the Contractor is observed performing in a manner that is in violation of Federal, State, or local guidelines, or in a manner that is determined by the City to be unsafe to either life or property. Upon notification, the Contractor will cease all work until notified by the City that the violation or unsafe condition has been corrected. The Contractor shall be liable for all costs incurred by the City as a result of the issuance of such Stop Work Notice. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) fails to provide adequate assurance of performance under Paragraph 24, (c) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (d) makes a material misrepresentation in Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: In the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective ten (10) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such ten (10) day period, cures such default, or provides evidence sufficient to prove to the City’s reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, subject to Article 31, the City shall be entitled to recover all actual DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Contract # 6570 damages, costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause any time upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. DELAYS: A. The City may delay scheduled delivery or other due dates by written notice to the Contractor if the City deems it is in its best interest. If such delay causes an increase in the cost of the work under the Contract, the City and the Contractor shall negotiate an equitable adjustment for costs incurred by the Contractor in the Contract price and execute an amendment to the Contract. The Contractor must assert its right to an adjustment within thirty (30) calendar days from the date of receipt of the notice of delay. Failure to agree on any adjusted price shall be handled under the Dispute Resolution process specified in paragraph 49. However, nothing in this provision shall excuse the Contractor from delaying the delivery as notified. B. Neither party shall be liable for any default or delay in the performance of its obligations under this Contract if, while and to the extent such default or delay is caused by acts of God, fire, riots, civil commotion, labor disruptions, sabotage, sovereign conduct, or any other cause beyond the reasonable control of such Party. In the event of default or delay in contract performance due to any of the foregoing causes, then the time for completion of the services will be extended; provided, however, in such an event, a conference will be held within three (3) business days to establish a mutually agreeable period of time reasonably necessary to overcome the effect of such failure to perform. 31. INDEMNITY: A. Definitions: i. "Indemnified Claims" shall include any and all claims, demands, suits, causes of action, judgments and liability of every character, type or description, including all reasonable costs and expenses of litigation, mediation or other alternate dispute resolution mechanism, including attorney and other professional fees for: (1) damage to or loss of the property of any person (including, but not limited to the City, the Contractor, their respective agents, officers, employees and subcontractors; the officers, agents, and employees of such subcontractors; and third parties); and/or (2) death, bodily injury, illness, disease, worker's compensation, loss of services, or loss of income or wages to any person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Contract # 6570 subcontractors, and third parties), ii. "Fault" shall include the sale of defective or non- conforming deliverables, negligence, willful misconduct or a breach of any legally imposed strict liability standard. ii. The City agrees that the Contractor shall not be liable to the City or any other person, regardless of the cause, for the effectiveness or accuracy of the Software, the documentation or any other related materials, or for any other special, indirect, incidental or consequential damages arising from or occasioned by the use of the Software, the documentation or the related materials, or the failure or omission on the part of the Contractor to comply with its obligations under this Contract. The City hereby agrees that the Contractor’s maximum liability for any claim arising in connection with the Software, the documentation or any related materials (whether in contract, tort, including negligence, product liability or otherwise) shall not exceed the Total Contract Amount as indicated in Article 1 of Exhibit A. This limitation does not apply to claims related to: a) Infringement on Intellectual Property b) Damage to an individual or person c) Damage to property. B. THE CONTRACTOR SHALL DEFEND (AT THE OPTION OF THE CITY), INDEMNIFY, AND HOLD THE CITY, ITS SUCCESSORS, ASSIGNS, OFFICERS, EMPLOYEES AND ELECTED OFFICIALS HARMLESS FROM AND AGAINST ALL INDEMNIFIED CLAIMS DIRECTLY ARISING OUT OF, INCIDENT TO, CONCERNING OR RESULTING FROM THE FAULT OF THE CONTRACTOR, OR THE CONTRACTOR'S AGENTS, EMPLOYEES OR SUBCONTRACTORS, IN THE PERFORMANCE OF THE CONTRACTOR’S OBLIGATIONS UNDER THE CONTRACT. NOTHING HEREIN SHALL BE DEEMED TO LIMIT THE RIGHTS OF THE CITY OR THE CONTRACTOR (INCLUDING, BUT NOT LIMITED TO, THE RIGHT TO SEEK CONTRIBUTION) AGAINST ANY THIRD PARTY WHO MAY BE LIABLE FOR AN INDEMNIFIED CLAIM. 32. INSURANCE: The following insurance requirements are applicable, in addition to the specific insurance requirements detailed in Appendix A for services only. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period. ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification from consideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Contract # 6570 hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor. iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The City will accept workers’ compensation coverage written by the Texas Workers’ Compensation Insurance Fund. vi. All endorsements naming the City as additional insured, waivers, and notices of cancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Materials Management Department 901B Texas Street Denton, Texas 76209 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified. If Excess Liability Insurance is provided, it shall follow the form of the primary coverage. ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall be disclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of the Contractor. DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Contract # 6570 B. Specific Coverage Requirements: Specific insurance requirements are contained in the solicitation instrument. 33. CLAIMS: If any claim, demand, suit, or other action is asserted against the Contractor which arises under or concerns the Contract, or which could have a material adverse effect on the Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34. NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed delivered three (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor 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. 36. NO WARRANTY BY CITY AGAINST INFRINGEMENTS: The Contractor represents and warrants to the City that: (i) the Contractor shall provide the City good and indefeasible title to the deliverables and (ii) the deliverables supplied by the Contractor in accordance with the specifications in the Contract will not infringe, directly or contributorily, any patent, trademark, copyright, trade secret, or any other intellectual property right of any kind of any third party; that no claims have been made by any person or entity with respect to the ownership or operation of the deliverables and the Contractor does not know of any valid basis for any such claims. The Contractor shall, at its sole expense, defend, indemnify, and hold the City harmless from and against all liability, damages, and costs (including court costs and reasonable fees of attorneys and other professionals) arising out of or resulting from: (i) any claim that the City’s exercise anywhere in the world of the rights associated with the City’s’ ownership, and if applicable, license rights, and its use of the deliverables infringes the intellectual property rights of any third party; or (ii) the Contractor’s breach of any of Contractor’s representations or warranties stated in this Contract up to the maximum value of this Contract. In the event of any such claim, the City shall have the right to monitor such claim or at its option engage its own separate counsel to act as co-counsel on the City’s behalf. Further, Contractor agrees that the City’s specifications regarding the deliverables shall in no way diminish Contractor’s warranties or obligations under this paragraph and the City makes no warranty that the production, development, or delivery of such deliverables will not impact such warranties of Contractor. DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Contract # 6570 37. CONFIDENTIALITY: In order to provide the deliverables to the City, Contractor may require access to certain of the City’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential) (collectively, “Confidential Information”). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: The City shall own all rights, titles, and interests throughout the world in and to the deliverables. A. Patents. As to any patentable subject matter contained in the deliverables, the Contractor agrees to disclose such patentable subject matter to the City. Further, if requested by the City, the Contractor agrees to assign and, if necessary, cause each of its employees to assign the entire right, title, and interest to specific inventions under such patentable subject matter to the City and to execute, acknowledge, and deliver and, if necessary, cause each of its employees to execute, acknowledge, and deliver an assignment of letters patent, in a form to be reasonably approved by the City, to the City upon request by the City. B. Copyrights. As to any deliverables containing copyrightable subject matter, the Contractor agrees that upon their creation, such deliverables shall be considered as work made-for-hire by the Contractor for the City and the City shall own all copyrights in and to such deliverables, provided however, that nothing in this Paragraph 38 shall negate the City’s sole or joint ownership of any such deliverables arising by virtue of the City’s sole or joint authorship of such deliverables. Should by operation of law, such deliverables not be considered works made-for-hire, the Contractor hereby assigns to the City (and agrees to cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver an assignment to the City of) all worldwide right, title, and interest in and to such deliverables. With respect to such work made- for-hire, the Contractor agrees to execute, acknowledge, and deliver and cause each of its employees providing services to the City hereunder to execute, acknowledge, and deliver a work- made-for-hire agreement, in a form to be reasonably approved by the City, to the City upon delivery of such deliverables to the City or at such other time as the City may request. C. Additional Assignments. The Contractor further agrees to, and if applicable, cause each of its employees to, execute, acknowledge, and deliver all applications, specifications, oaths, assignments, and all other instruments which the City might reasonably deem necessary in order to apply for and obtain copyright protection, mask work registration, trademark registration and/or protection, letters patent, or any similar rights in any and all countries and in order to assign and convey to the City, its successors, assigns and nominees, the sole and exclusive right, title, and DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Contract # 6570 interest in and to the deliverables. The Contractor’s obligations to execute, acknowledge, and deliver (or cause to be executed, acknowledged, and delivered) instruments or papers such as those described in this Paragraph 38 a., b., and c. shall continue after the termination of this Contract with respect to such deliverables. In the event the City should not seek to obtain copyright protection, mask work registration or patent protection for any of the deliverables, but should desire to keep the same secret, the Contractor agrees to treat the same as Confidential Information under the terms of Paragraph 37 above. D. Contractor’s Intellectual Property. The Contractor hereby grants to the City a perpetual, Personal, non-transferable and non-exclusive license to use the Software, solely in executable code format, and the documentation provided therewith, solely for the City’s own internal business purposes. The Contractor has exclusive ownership of the intellectual property associated with the Questica Software and any customizations developed within the context of this Contract. There is no ownership in the Intellectual Property transferred to the City as a result of this Contract. The City will at all times be the sole owner of the data contained within the Questica solution. 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall be identified. 40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from any amounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. GRATUITIES: The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 43. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Contract # 6570 of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict of Interest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly free to advertise and perform services for other parties while performing services for the City. 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, that no right or interest in the Contract shall be assigned and no obligation shall be delegated by the Contractor without the prior written consent of the City. Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of a similar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of the Contract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Contract # 6570 negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief. Either party may make a written request for a meeting between representatives of each party within fourteen (14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days of initiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them or otherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V.T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not be construed or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of the Contract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties further agree to reform the Contract to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) MLK Day Memorial Day 4th of July Labor Day DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Contract # 6570 Thanksgiving Day Day After Thanksgiving Christmas Eve (observed) Christmas Day (observed) New Year’s Day (observed) If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holiday falls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, and confidentiality obligations of the parties, shall survive the expiration or termination of the Contract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City of Denton. 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally funded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- (1) An unmanufactured end product mined or produced in the United States; or DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Contract # 6570 (2) An end product manufactured in the United States, if the cost of its components mined, produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably available commercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product. vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American Act Certificate". 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530 of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Contract # 6570 federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall comply with the relevant provisions thereof, including any amendments to the final rule that may hereafter be issued. 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed as a waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 67. RECORDS RETENTION: The Respondent shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Respondent shall retain all such records for a period of four (4) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are resolved, whichever period is longer. The Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Contract # 6570 Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. Final negotiated contract 2. RFP/Bid documents 3. City’s standard terms and conditions 4. Purchase order 5. Supplier terms and conditions DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Contract # 6570 Exhibit D INSURANCE REQUIREMENTS AND WORKERS’ COMPENSATION REQUIREMENTS Upon contract execution, 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. 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, 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:  Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers.  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.  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. DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Contract # 6570  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 marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used:  Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage.  Coverage B shall include personal injury.  Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least:  Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures.  Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Contract # 6570 [X] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for:  any auto, or  all owned hired and non-owned autos. [ ] Workers’ Compensation Insurance Contractor shall purchase and maintain Workers’ Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers’ Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an “occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All-Risk form for 100% of the completed value shall be DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Contract # 6570 provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. [ ] Riggers Insurance The Contractor shall provide coverage for Rigger’s Liability. Said coverage may be provided by a Rigger’s Liability endorsement on the existing CGL coverage; through and Installation Floater covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger’s Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a “blanket” basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Contract # 6570 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Respondent's Name:Questica Principle Place of Business (City, State)Burlington, Ontario Canada Product Proposal Pricing (FOB DESTINATION): ITEM#EST. QTY UOM PRODUCT DESCRIPTION UNIT PRICE EXTENDED PRICE ESTIMATED DELIVERY (ARO) 1 1 LS Year 1 - Software Purchase $ 159,500.00 Year 1 85 Licenses $ - Year 1 hosting of data $ 9,000.00 Year 1 Updates/ Training Support $ - Year 1 Total $ 168,500.00 168,500.00$ 2 1 LS Year 2 Software Maintenance/ Updates/ Support $ 36,685.00 Year 2 85 Licenses $ - Year 2 Hosting of data $ 9,000.00 Year 2 Total $ 45,685.00 45,685.00$ 3 1 LS Year 3 Software Maintenance/ Updates/ Support $ 36,685.00 Year 3 85 Licenses $ - Year 3 Hosting of data $ 9,000.00 Year 3 Total $ 45,685.00 45,685.00$ 7 Implementation / Professional Services / Training, etc $ 80,660.00 -$ 8 Discount $ (39,880.00)-$ 9 Other - specify $ - -$ Total Other Costs $ 40,780.00 40,780.00$ Authorized Person Submitting Proposal: Gerry McDonald - Senior Account Executive Date: April 17, 2018 The above Questica Budget configuration includes: Questica Budget Framework (Includes 1 Seat Operating, Salaries, Capital, & Performance Measures)1 Additional Operating License Seats 85 Additional Salaries License Seats 16 Additional Capital License Seats 46 Unlimited Read Only Included Allocations Add-in Included Statistical Ledger Add-in Included Complete implementation and Professional Services including; Design, Analysis & Configuration, Project Management Consulting, Training, Integrations (to JDE) and related IT Services. Included Year 1 support & maintenance Included External Hosting Option (via MS Azure Service) Remove this item if installed locally included Optional: Performance Measures Module (KPIs) Additional Performance Measures License Seats (26)13,000.00$ Additional Annual Maintenance & Support -$ included Additional Implementation / Professional Services 5,365.00$ Subtotal 18,365.00$ Discount 5,070.00$ Total Year 1 13,295.00$ Performance Module Annual Maintenance and Support: Years 2 - 3 Year 2 2,990.00$ Year 3 2,990.00$ EXHIBIT F Pricing Sheet for Budgeting Software Solution BEST AND FINAL OFFER No. 2 The respondent shall complete the following sections highlighted in YELLOW, which directly corresponds to the specifications. The contractor may also list additional services in lines 14 through 17 that may be beneficial to the requested services. Cost of Required Services as listed in the RFP RFP#6570 TURNKEY BUDGET SOFTWARE 8/17/201812:38 PM DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Contract # 6570 Exhibit G License and Service Agreement and Scope of Work DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Questica License and Service Agreement Page 1 of 7 QUESTICA LICENSE AND SERVICE AGREEMENT This SOFTWARE LICENSE AGREEMENT (the “Agreement”) is made this ______________________ ( the “Effective Date”) by and between QUESTICA INC., a corporation incorporated under the laws of Ontario, Canada (“Questica”) and CITY OF DENTON, TEXAS, including, without limitation, all its subdivisions, departments, and constituent entities within its legal scope and jurisdiction (collectively, the “Licensee”). BACKGROUND A. Questica has made a substantial investment in the development of the QUESTICA BUDGET computer software products identified in the attached Quotation (the “Software”), and in the development of documentation related thereto (the “Documentation” and together with the Software, the “Work”). B. Questica has the right to license the Work to third parties. C. The Licensee wishes to use the Work, and Questica has agreed to license such use, pursuant to the terms of this Agreement. NOW THEREFORE, in consideration of the premises and the mutual covenants contained herein and other good and valuable consideration (the receipt and adequacy of which are hereby acknowledged), Questica and Licensee (collectively, the “Parties” and individually, a “Party”) agree as follows: 1. PERMITTED USE. Subject to the terms of this Agreement, Questica hereby grants to Licensee a perpetual, personal, revocable, non-transferable and non-exclusive license to use the Software, solely in executable code format, and the Documentation provided therewith, solely for Licensee’s own internal business purposes exclusively within the facilities and sites within the jurisdiction of the Licensee. If Licensee wishes to use the Software at or from an additional site or sites outside of its jurisdiction, Licensee agrees to obtain a separate license for such site(s). Licensee’s right to use the Software and the Documentation is limited to those rights expressly set out herein. Licensee shall not use the Software, in whole or in part, on behalf of or for the benefit of any other Person, including an affiliate of the Licensee, except as expressly provided herein. PERSONNEL WORK-AT-HOME RIGHTS. Licensee’s personnel (its employees and contractors) may use the Software from their homes as an extension of the license granted to the Licensee, for business related purposes. Licensee personnel may not use the Software at home for personal purposes. For greater clarity, Licensee shall be responsible for the use of the Work by any contractors, including any actions of omissions of such contractors, as though they were employees of Licensee. Licensee shall promptly deny access to the Software to (a) any employee or contractor who is no longer employed by License; or (b) any staff member would not normally require the use of the Software in the at-work environment. PERMITTED CUSTOMIZATIONS. Questica also grants the Licensee a non-sublicensable, non-exclusive, non-transferable right to create, or to have created on its behalf, “Permitted Customizations” to the executable code components of the Software solely for internal use and only for use as part of and in conjunction with the related Software. “Permitted Customizations” is custom software or reports which are developed that access or interact with the Software or its associated database(s). The Licensee may only create Permitted Customizations that do not require the source code of the Software to create the Permitted Customizations. Permitted Customizations Do Not Inhibit Questica’s Right to Innovate. Independently, Questica is continually innovating and improving the Software to meet the needs of its customers. The Licensee acknowledges that, while it has the ability to create its own Permitted Customizations, Questica must not be prevented from continuing to develop and enhance its software in any respect, even if such modifications may be similar to the Permitted Customizations in functionality, appearance or otherwise. Questica retains the right to (i) develop any modifications which may be similar to the Permitted Customizations; and (ii) integrate any or all of such modifications into its core product. RESTRICTIONS ON USE. Except as set forth herein, Licensee shall (a) not copy the Software except to copy it onto the site computers being used by Licensee and to make copies of the Software solely for backup, training, disaster recovery or testing purposes; (b) not copy any of the Documentation for any use outside the site; (c) not assign this Agreement or transfer, DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273 8/28/2018 Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Questica License and Service Agreement Page 2 of 7 lease, export or grant a sub-Licensee of the Work or the license contained herein to any Person or organization except as and when authorized to do so by Questica in writing; (d) not reverse engineer, decompile or disassemble the Software; (e) not use the Work except as authorized herein; (f) take such precautions with respect to the Software, as it would take to protect its own proprietary software or hardware or information. For the purposes of this Agreement, “Person” includes an individual, corporation, partnership, joint venture, trust, unincorporated organization, the Crown or any agency or instrumentality thereof or any other judicial entity recognized by law. 2. OWNERSHIP AND COPYRIGHT. Questica is the owner of all intellectual property rights in the Work, related written materials, logos, names and other support materials provided pursuant to the terms of this Agreement. No title to the intellectual property in the Work or in any magnetic media or other physical media provided therewith is transferred to the Licensee by this Agreement. Questica shall defend Licensee against any claim that the Work infringes a registered Canadian or United States’ patent, copyright or trade-mark of any third party and Questica will pay resulting cost, damages and reasonable legal fees finally awarded, provided that i) Licensee promptly notifies Questica in writing of the claim; and ii) Questica has sole control of the defense and all related settlement negotiations. If such claim has occurred or in Questica’s opinion is likely to occur, Licensee agrees to permit Questica at its option and expense, either to procure for Licensee the right to continue using the Work or to replace or modify the same so that it becomes non- infringing without loss of functionality. Questica shall have no obligation to defend Licensee or to pay costs, damages or legal fees for any claim based upon use of other than a current unaltered release of the Work, if such infringement would have been avoided by the use of a current unaltered release thereof. The foregoing states the entire obligations of Questica with respect to infringement or proprietary or intellectual rights of third parties. 3. LIMITED WARRANTY. Questica warrants that so long as Product Maintenance and Support services are provided by Questica that the Software, when properly installed, will perform substantially in accordance with the Documentation provided in connection therewith. If the Software does not so perform during such period, Questica will correct, at no cost to Licensee, programming errors in the Software to make the Software so perform provided that i) the Software has been properly used by the Licensee in accordance with Documentation provided in connection therewith; ii) Licensee notifies Questica of the programming errors and describes the nature of the suspected errors and of the circumstances in which they occur; iii) Questica, using reasonable efforts, is able to confirm the existence of the programming errors; and iv) Licensee or any third party has not changed or modified the Software. Licensee agrees that Questica shall not be liable to the Licensee or any other person, regardless of the cause, for the effectiveness or accuracy of the Software, the Documentation or any other related materials, or for any other special, indirect, incidental or consequential damages arising from or occasioned by the use of the Software, the Documentation or the related materials, or the failure or omission on the part of Questica to comply with its obligations under this Agreement. The Licensee hereby agrees that Questica’s maximum liability for any claim arising in connection with the Work or otherwise under this Agreement (whether in contract, tort, including negligence, product liability or otherwise) shall not exceed the Total Contract Amount as indicated in Article 1 of Exhibit A of Contract 6570. THE ABOVE EXPRESS WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS (EXPRESS AND IMPLIED) AND THOSE ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OF TRADE, INCLUDING BUT NOT LIMITED TO WARRANTIES OR CONDITIONS OF MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE. NO OTHER WARRANTIES OR CONDITIONS EXPRESS OR IMPLIED ARE GIVEN. 4. LIMITATIONS OF REMEDIES AND DAMAGES. Subject to Section 10 hereof, Questica’s entire liability and the Licensee’s exclusive remedy under this Agreement shall be i) if Questica is in breach of the Limited Warranty, to require Questica to replace any defective media or to correct any defects and make any modifications which are necessary to cause the Software to confirm in all material respects to the Documentation; or ii) the termination of this Agreement. 5. IRREPARABLE HARM. Licensee acknowledges and agrees with Questica that the breach by it of any of the provisions of Sections 1- 4of this Agreement would cause serious harm to Questica which could not adequately be compensated for in damages and in the event of a breach by Licensee of any of such provisions, Licensee understands that an injunction may be issued against it restraining it from any further breach of such provisions, but such actions shall not be construed so as to be in derogation of any other remedy which Questica may have in the event of such breach. 6. PRODUCT MAINTENANCE AND SUPPORT. For the first year of this Agreement, upon paying the Licensee Fee and for each year thereafter, provided that Licensee continues to pay the Product Maintenance and Support Fee in accordance with the DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Questica License and Service Agreement Page 3 of 7 attached quotation, Questica shall provide the Maintenance and Technical Support services (the "Services") for the software as outlined in Appendix A, if the Licensee is not otherwise in breach of the provisions of this Agreement. 7. HOSTING SERVICES. Questica shall provide the hosting services as described in Appendix B (“Hosting Services”) for the period set forth in the applicable Order Form provided (i) the Licensee is not otherwise in breach of the provisions of this Agreement; and (ii) Licensee has paid all the applicable fees as set forth in the Order Form. 8. IMPLEMENTATION SERVICES. Questica shall provide the professional service as defined in the Scope of Work (“SOW”), Appendix C, in a professional manner, consistent with industry standards. Unless otherwise agreed upon by both parties, or as the result of a delay on the part of Questica, the obligation to provide professional services to the Licensee expires the earlier of: 1) completion of the services described in the SOW 2) 18 months from the effective date of this Agreement. 9. TRANSITION ASSISTANCE. In the event that Licensee has entered into or enters into agreements with other contractors or government institutions for additional work related to the capital or operating Budgeting process, Questica agrees to reasonably cooperate with such other parties. Questica shall not commit any act which will unnecessarily interfere with the work performed by any such third parties. In the event of termination of this Agreement, Questica agrees that it shall provide reasonable assistance to, and shall not hinder a complete transition of the software functionality being terminated from Questica and its subcontractors to the Licensee, or to any replacement provider designated by the Licensee, without any material interruption of or material adverse impact on the services provided hereunder or any other services provided by third parties. Any additional services requested by Licensee during the transition assistance period shall be provided by Questica at Questica’s then-standard rates. 10. MEDIA RELEASES. Neither party shall use the name, trademark or logo of the other party without the prior written consent of the other party. Notwithstanding the foregoing, Questica may use the Licensee’s name and identify the Licensee as a Questica client in advertising, marketing materials, press releases and similar materials. 11. USE OF SUBCONTRACTORS. All persons assigned by Questica to perform obligations under this Agreement shall be employees or authorized subcontractors of Questica and shall be fully qualified to work under this Agreement. Questica shall use commercially reasonable efforts to make available an adequate number of appropriately qualified personnel are employed and available to satisfy its obligations as outlined in this Agreement. 12. EXPORT CONTROL. The Software is intended for distribution only in the United States and Canada. Licensee agrees that it will not directly or indirectly, export or re-export the Software (or portions thereof) to any country, person, entity or end user subject to U.S. or Canadian export restrictions. 13. MISCELLANEOUS. This Agreement, including all Schedules and Exhibits attached hereto, is the entire agreement between Licensee and Questica pertaining to Licensee’s right to use the Work and supersedes all prior or collateral oral or written representations or agreement related thereto. Except as otherwise provided herein, no term or provisions hereof shall be deemed waived and no breach excused unless such waiver or consent shall be in writing and signed by the Party to, or waiver of, a breach by the other, whether expressed or implied, shall not constitute a consent to, waiver of, or excuse for any other different or subsequent breach. 14. HEADINGS; SEVERABILITY. The headings and other captions in this Agreement are for convenience and reference only and are not to be construed in any way as additions or limitations of the covenants and agreements contained in this Agreement. In the event that any provision hereof is found invalid or enforceable pursuant to judicial decree or decision, any such provision shall be deemed to apply only to the maximum extent permitted by law, and the remainder of this Agreement shall remain valid and enforceable according to its terms. IN WITNESS WHEREOF, the parties have duly executed this Agreement. CITY OF DENTON, TEXAS Per ________________________ Todd Hileman, City Manager Date___________________________ I have authority to bind the organization DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273 8/28/2018 Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Questica License and Service Agreement Page 4 of 7 QUESTICA INC. Per ________________________ Alan Booth, Treasurer Date___________________________ I have authority to bind the organization DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273 8/17/2018 Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Questica License and Service Agreement Page 5 of 7 APPENDIX A – Maintenance and Technical Support Services (A) Product Maintenance. On an as-available basis, Questica will provide enhancements, modifications or upgrades to the Software as Questica may from time to time make available to its Licensees generally (“Updates”) but excluding any New Product (a “New Product” being a solution which, in Questica’s determination and subject to general industry standards, does not replace the Software licensed hereunder.) Updates do not include: I. Platform extensions including product extensions to (i) different hardware platforms; (ii) different windowing system platforms; (iii) different operating system platforms II. New applications III. Services associated with the application or installation of Updates Installation of Updates is the responsibility of the Licensee. If requested, Questica will provide assistance in the installation of Updates at its then current rates, including the testing of any site specific customizations. Questica will provide a quote for any required rework associated with customizations resulting from the upgrade. (B) Technical Support Services. Questica will provide phone and e-mail based technical support of a reasonable nature as described herein. A technical support incident or problem is a single user defined problem seeking resolution. It must be related to the original intent and design of the software. Technical Support Services include the support of Questica supplied integrations that have not been modified by the Licensee. Each Technical Support Service incident is deemed closed when a remedy, workaround, or recommendation for the installation of a current maintenance release has been offered, and a commercially reasonable effort has been made to restore operation to the original intent and design of the Software. Technical Support Service does not include: I. Custom programming services; II. On-site support; III. Software installation or re-installation; IV. Update Installation, or data and report updates required to support Updates; V. Licensee developed interfaces, API interactions, or customizations; VI. Licensee developed reports; VII. End-User training or re-training; VIII. Licensee hardware issues; IX. Correction of data issues derived from user error or Software misuse; X. Changes to Questica developed custom reports or Permitted Customizations (including Questica supplied custom business rules or customized user screens) that are outside the scope of the accepted specification, scope of work, or authorized change requests; XI. Corrections to Questica developed custom reports or Permitted Customizations beyond six (6) months from the date of delivery (the upgrade protection period); and XII. Changes to integration functionality made necessary due to Licensee server modifications/replacement, or changes by upgrades or changes to the integrated financial system software or hardware. Questica may at its sole discretion, periodically make reasonable modifications or changes to the Technical Support Services and/or Product Maintenance Services provided. Licensee is responsible for ensuring that its personnel have sufficient training to attain and maintain competence in the operation of the Software. Technical Support Service is available through Questica’s normal business hours, Monday through Friday, 8:00am through 8:00pm, Eastern Standard Time on Business Days. Extended coverage is available for an additional fee. DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Questica License and Service Agreement Page 6 of 7 APPENDIX B – Hosting Services Hosting Services. Questica shall provide technical support and the associated hardware infrastructure to maintain the various Questica databases in a hosted environment. This includes performance tuning, database backups, disaster recovery availability, applying software upgrades and patches at the direction of the Licensee, performing 24X7 server monitoring. Hosting Services do not include: I. Testing customizations during an upgrade II. Restoring a database backup required because of a Licensee error III. Migrating data or reports among instances (example: from training or testing to production) Questica may at its sole discretion, periodically make reasonable modifications or changes to the Hosting Services provided. Licensee is responsible for ensuring that its personnel have sufficient training to attain and maintain competence in the operation of the Software. Technical support relating to the Hosting Services is available through Questica’s normal business hours, Monday through Friday, 8:00am through 8:00pm, Eastern Standard Time on Business Days. Extended coverage is available for an additional fee. Questica will provide an initial response to all properly submitted support requests within two (2) business hours of initial submission. DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Questica License and Service Agreement Page 7 of 7 APPENDIX C – SCOPE OF WORK (SOW) DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Scope of Work Questica Budget Implementation for City of Denton 1. Revision History Rev. Date Authors Notes/Changes 1 Jul. 20, 2018 M. Parkinson Added Single Sign-on 2. Scope of Work In the Scope of Work tables, entries in the column headed “Scope of Work” are defined as follows: Entry Meaning In scope The task or function is within the scope of work to be undertaken by Questica professional services. Customer task The task or function is not within the scope of work to be undertaken by Questica professional services, but will be undertaken by The Customer, with such help from Questica as is detailed in the item description. Not in scope The task or function is not within the scope of work to be undertaken by Questica professional services, nor will it be undertaken by The Customer. Questica and The Customer agree that the implementation of Questica Budget is a shared responsibility and that neither party is in total command of all the resources necessary to achieve objectives within mutually agreed timeframes. However, both Questica and The Customer agree that they will employ their best efforts to complete their agreed tasks on a timely basis. Neither Questica nor The Customer is expected to have resources available to mitigate timeframe slippage caused by the other party, and neither shall have an obligation to do so. Delays on the part of The Customer, including putting the project on temporary hold or switching out project team members, may result in a project Change Order to cover restart, rework, rescheduling and retraining. This fixed price implementation includes project management for the duration of the 26 week implementation contiguous from kick-off (see "Project Management" below). Initial Data Load “Data import”, “import workbooks”, “import configuration”, and “initial data load” are synonymous terms referring to the initial migration of data from The Customer's existing systems into Questica. Where this initial data load is to be performed by Questica, the data shall be returned to Questica in Excel workbooks. Questica will supply The Customer with blank workbooks which must be completed according to the defined format and structure. DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A For the purpose of this Scope of Work, the definition of Division, Department, Costing Centers, Project, Fund, GL Account, and Asset Type shall be that found in the Questica Budget Operating & Capital manuals. The mathematical relationships between these entities shall be those currently supported by Questica Budget and described in the Questica Budget Operating & Capital manuals. The GL Account/Account Category, Division/Department, Fund Category/Fund, and Asset Category/Asset Type structures must be consistent across all years and across the modules (Operating, Salaries, Capital and Performance) where each of these modules is in use. GL Accounts must be categorized as either a revenue or expenditure account. The inclusion of chart of account segments (“chart fields”), other than those mentioned above, will be accommodated where possible but is not guaranteed, and can extend the import timeframe. The Customer will resolve any inconsistencies in the structures prior to providing them to Questica for import to Questica Budget. Where import data meets these requirements, Questica will populate the Questica Budget database within 10 business days of receiving the import workbooks. Data returned to Questica which violates Questica Budget’s data integrity rules will extend this timeframe. Integrations “Integration” as used in this Scope of Work refers to the copying of data to and from systems external to Questica Budget. Questica shall be responsible for providing the software interface into Questica Budget (including data transformations as described by The Customer) and the operational infrastructure required to manage the integration. The customer agrees to provide Questica with assistance in understanding the nature and location of the data to be integrated and, where required, create or cause to be created all necessary sources of data including database queries, delimited files, and/or web services. The Customer is advised that Questica running as a SaaS/hosted system is unlikely to be granted the local network access to The Customer's other enterprise systems for a direct database-to-database integration. The most likely mode of data exchange will be via formatted text (.CSV) files transmitted using FTP or secure FTP. Integration via web services may be possible where the 3rd party system provides a web services interface supported by Questica. It will be The Customer's responsibility to create or cause to be created the necessary file transfer mechanism on their side of the transfer; and to ensure that the 3rd party system's integration components are available, including web services where used. Data elements being copied into Questica will be imported provided that the element can be unambiguously matched to a pre-existing record (for example costing center, fund and GL account). An exception report is provided for data elements which cannot be thus matched. Integrations will not create accounts, or segments of the account, where no such account exists in Questica. While it is likely that Questica can accommodate additional chart of account segments (“chart fields”), and will try to do so, the general ledger integrations are designed to be at the division, department, cost center/project, fund and GL object level. Unless explicitly stated in this Scope of Work, Questica is not obligated to support the integration of additional chart of account segments. Questica shall accommodate reasonable requests for mapping chart fields, to accommodate situations such as legacy account structures, however such mappings are not guaranteed, and complex and arbitrary mappings are not in-scope. Unless specifically listed as a customization, Questica integrations do not include the synchronization of chart of account strings, segments, or combinations; which is to say that the list of funds, GL accounts, costing centers, and projects, etc. is not automatically updated from the general ledger or other external system. Customizations DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Customizations include custom business rules, modifiers, user interface (grids, forms, etc), non- standard integrations, hand-crafted reports, and ad hoc entities. They are all detailed in section “2.8. Customizations” of this Scope of Work document. Sections prior to “2.8. Customizations” detail the delivery of standard product functionality and services. 2.1. Questica Budget Configuration & Shared Components Functional Area Description Scope of Work Implementation Hosting Questica will configure production and test versions of Questica Budget during the implementation period. These will be hosted by Questica for a period not to exceed 6 months from the signing hereof. In scope Production Hosting Questica will provide the hosted operating server environment, as per the signed hosting agreement.The Customer will provide user workstation environments as follows:• A web browser: supported browsers - Internet Explorer 10 or newer, Microsoft Edge, Safari latest release (on Mac only), Firefox latest release, Chrome latest release;• Microsoft .NET Framework 4.6 installed;• Microsoft Excel® 2007 or newer (if spreadsheet export/import feature is required; and/or saving reports as Excel is required);• A ClickOnce browser extension (if self-serve report authoring is required from browsers other than Internet Explorer or Edge). In scope Questica Access To Production Server Questica implementation & technical staff have full access to the production system for the purpose of system implementation. (Note: if not then Questica staff will play an advisory role in implementation). Not in scope Project Management Questica will assign a project manager to lead this implementation on Questica's behalf. The role and responsibility of the project manager is to ensure that the product is implemented according to this Scope of Work and to carry out the tasks detailed in sub-section "2.9.1. Questica Project Management Responsibilities" of this Scope of Work. The project manager will hold no more than 1 standing weekly status meeting, but is available via email and telephone for ad- hoc contact as needed. In scope On-Site PM Visits Provision is made for an on-site visit by the Questica project lead(s). Meeting premises, facilities (including external internet access) and equipment are to be provided by The Customer. The on-site visit shall be a minimum of one day and no more than five consecutive business days within the same working week. Costs associated with travel, board and lodging for on-site visits are payable by The Customer as per contract. All other work by the Questica lead(s) will be carried out off-site and contact will be via normal telecommunication channels. In scope DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Application Level Security Determine how and when to use the various security levels available within Questica Budget, enter users and assign them to groups and roles. Questica will assist with this task until such time as administrators have received training in the security component of Questica Budget. Customer task Single Sign-On Configure Questica Budget to use The Customer's existing Windows, Google, SAML or CAS Authentication, for user logon. In scope Import Configuration … Import Master Configuration Data Configuration and data import of the following Questica standard data structures, using data supplied by The Customer in Excel® workbooks provided by Questica: • Division/Department hierarchy; • Fund Categories and Funds; • Account Categories and Expense and Revenue GL Accounts; • Statistical Account Categories and Statistical Accounts; • Measure Units. In scope Analytics … Standard Reports Provision of Questica Budget's standard reports. These reports are provided as-is and may not fully address The Customer's specific reporting requirements. In scope Administrator Authored Reporting Questica's reporting infrastructure allows users to create ad hoc views which can be used as datasets when using Report Builder 3.0 for administrator authored reporting ; as the data source for dashboard widgets; and as part of the ad-hoc analytics interface. Each ad hoc view requires a base "entity" (database table), which can be one of Questica's native data entities; a user configured entity; or a custom built "report entity" which consolidates the data from multiple entities and presents it to the ad hoc view as a single entity ready to report on. Questica will be provisioned with a set of useful report entities and sample ad hoc views. In scope 2.2. Operating Module The Questica Budget Operating module is included in this installation. Functional Area Description Scope of Work Optional Features … The following optional add-ins offer functionality necessary for very specific budgeting activities, as described. An additional license cost is associated with each add-in. Allocations Add-in The Questica Budget Allocations add-in, to allocate specific budget lines to multiple costing centers. If the Capital module is active then budget lines can also be allocated to projects. In scope Statistical Ledger Add-in The Questica Budget Statistical Leger add-in, to budget for non- general ledger and non-monetary values, rates and quantities within costing centers. In scope DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Staff Planning Add- in The Questica Budget Staff Planning add-in, to create a staffing budget which accounts for non-productive time and full shift coverage, within costing Centers. This add-in requires the Salaries module as well as the Operating module. Not in scope Configuration … Import Costing Centers Configuration and data import of standard Questica Operating data structures, using data supplied by The Customer in Excel® workbooks provided by Questica. At a minimum, the files will contain the data necessary to:• Create Costing Centers (for each historical and current/future budget year to be loaded);• Add Costing Centers to Departments consistent with, and shared by, the Capital budget module;• Associate Costing Centers with Funds;• Define Budget Promotion Stages. In scope Initial Data Load … Import Initial Budget Import the current/future budget, with 1 years of future forecast data from data import workbooks: • Create dollar budget line items with GL Accounts ... at the Costing Center level. Questica will carry out a second import of the current/future budget if required. This accommodates an initial data load at the start of the implementation and a refresh prior to going live. In scope Import Historic Budgets Import 2 prior years' Operating budgets from data import workbooks. All prior years must have a chart of account structure that is the same, or a subset of, the initial budget. Only the amended OR the approved budget will be imported in each of these prior years, but not both. In scope Import Actuals Transactions Import Operating actuals transactions from data import workbooks. If not in scope then The Customer can add their historical data manually, or using Questica Budget's spreadsheet import feature, or use the automated integration once that has been configured. Customer task Import Initial Statistical Budget Import the current/future Operating budget from data import workbooks: • Create statistical budget lines items with Statistical Accounts ... at the Costing Center level. If not in scope then The Customer will add their budget data manually or using Questica Budget's spreadsheet import feature. Customer task Import Historic Statistical Budgets Import prior years' statistical budgets from data import workbooks. If not in scope then The Customer can add their historical data manually or using Questica Budget's spreadsheet import feature. Customer task Import Statistical Actuals Transactions Import statistical actuals translations from data import workbooks. If not in scope then The Customer can add their historical data manually, or using Questica Budget's spreadsheet import feature. Customer task DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Import Initial Staff Plan Import current staff plan as start point for next budget year from data import workbooks. If not in scope then The Customer can add their staff plans manually. Note that staff plans are not simple 2 dimensional data that can be represented in a spreadsheet. It is not possible to load staff plans in bulk from Excel® workbooks. Not in scope Integration … Budget Export Automated facility to transfer the Operating module budget data from Questica Budget to The Customer’sOther general ledger at the approved budget object/costing center level on an annual or other basis when invoked by a user.Note that this scope item is in addition to the built-in budget export, which will create a CSV file using the configured account structure suitable for import into most general ledger systems.In addition to the limitations noted in the general Integrations section of this Scope of Work; and notwithstanding items expressly referenced in the “Customizations” section of this Scope of Work; and/or other communications between Questica and The Customer to the contrary, standard limitations of this integration include, but are not limited to, the following points:• Questica will create no more than 1 custom export configuration of the approved budget;• No custom user interface will be created for the selective export of sections of the budget;• Exports the entire budget (does not support the export of changes since the last export, such as amendments, which is a separate integration, see “Amended Budget Export” below). In scope Amended Budget Export Automated facility to transfer individual approved amendments to the Operating module budget data, from Questica Budget to The Customer’sOther general ledger, or the other direction as required. This interface is required only in the case where The Customer requires the amended budget to be synchronized between the two systems and where the Other general ledger cannot be updated by re-running the full export provided in the item in the “Budget Export” item above. Not in scope Actuals Import Automated facility to transfer actual data from The Customer’s Other general ledger to the Questica Budget Operating module at a transaction level on a daily basis when automatically scheduled; and/or on demand. Note that this scope item is in addition to the built-in actuals import which is able to read a CSV file, provided it conforms to some simple formatting requirements and the configured account structure. Notwithstanding items expressly referenced in the “Customizations” section of this Scope of Work; and/or other communications between Questica and The Customer to the contrary, standard limitations of this integration include, but are not limited to, the following points: • Questica will create no more than 1 import configuration of the actual costs transactions; • A user interface will be created for the selective import of sections of the budget within two date ranges, no other criteria will be available; In scope DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A • Imports only actuals transactions, which is to say that it cannot be used to amend the budget. 2.3. Salaries Module The Questica Budget Salaries module is included in this installation. Functional Area Description Scope of Work Initial Data Load … Configuration and data import of standard Questica Salaries data structures, using data supplied by The Customer in Excel® workbooks provided by Questica. At a minimum, the files will contain the data necessary to: • Create positions; • Create salary grades; • Create salary grade steps; • Create modifiers (benefits); • Create employees; • Allocate employees to positions; • Allocate positions to costing centers. For the purpose of the above, the definitions of positions, Salary grades, Salary grade steps, employees and modifiers shall be those found in the Questica Budget Salaries manual. The relationships between them shall be those currently supported by Questica Budget and described in the Questica Budget Operating Manual. Questica will carry out a second import of the Salaries module data if required. This accommodates an initial data load at the start of the implementation and a refresh prior to going live with the Salaries module. Import Positions & Employees Import from data import workbooks. In scope Import Grades & Scales Import from data import workbooks. In scope Create Benefits (Modifiers) Create “modifiers” to generate supplementary personnel costs such as benefits, allowances, and insurance. If not in scope then The Customer can enter modifiers manually. Note that modifiers are not simple 2 dimensional data that can be represented in a spreadsheet. It is not possible to load modifiers in bulk from Excel® workbooks. Customer task Import Position/Costing Center Allocations Import from data import workbooks. In scope Integration … Payroll Actuals Import Automated facility to transfer actual payroll transactions at the employee/position detail level from The Customer’s payroll system to the Questica Budget Operating module; automatically scheduled, and/or on demand. Not in scope DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A HR Data Sync. Automated facility to synchronize Salaries data between Questica Budget and The Customer’s JDE HR system. Questica shall be responsible for providing the software interface into Questica Budget and the operational infrastructure required to manage the integration. The Customer shall be responsible for making available the data to be exported from the JDE system, either in CSV formatted files or by ensuring that the standard JDE to Questica Budget integration component is available for extracting data from and updating data within that system. This will be through the export and import of structured files or by providing database interfaces (stored procedures and queries). This integration synchronizes:• New, deleted and updated employees;• New, deleted and updated positions;• Changes in employee-position relationships;• Changes in position-costing center relationships. The integration of profiles (bargaining units), grades, steps, pay scales and benefits shall not be included unless expressly referred to in the “Customizations” section of this Scope of Work. Notwithstanding responses to Requests for Proposals or other communications between Questica and The Customer, the integration of custom chart field items is not included unless expressly set out in the “Customizations” section of this Scope of Work. In scope 2.4. Capital Module The Questica Budget Capital module is included in this installation. Functional Area Description Scope of Work Configuration … Import Projects Configuration and data import of standard Questica Capital data structures, using data supplied by The Customer in Excel® workbooks provided by Questica. At a minimum, the files will contain the data necessary to: • Create Projects (including closed projects where historical budget is to be loaded); • Add Projects to Departments consistent with, and shared by, the Operating budget module; • Define Project Promotion Stages. The configuration data may optionally contain data necessary to: • Define Asset Categories & Asset Types; • Define Project Regions; • Define a Single Set of Project Ranking Metrics. In scope Initial Data Load … Initial Capital data imported into Questica Budget from Excel® files (“workbooks”) Import Initial Budget Import the current/future Capital budget, with 5 years of future forecast data from data import workbooks:• Create dollar budget line items with GL Accounts and Funds... at the Project level.Questica will carry out a second import of the current/future budget if required. This accommodates an initial data load at the start of the implementation and a refresh prior to going live. In scope DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Import Historic Budgets Import 2 prior years' Capital budgets from data import workbooks. All prior years must have a chart of account structure that is the same, or a subset of, the initial budget. Only the amended OR the approved budget will be imported in each of these prior years, but not both. In scope Import Actuals Transactions Import Capital actuals transactions from data import workbooks. If not in scope then The Customer can add their historical data manually, or using Questica Budget's spreadsheet import feature, or use the automated integration once that has been configured. Customer task Integration … Budget Export Automated facility to transfer the Capital module budget data from Questica Budget to The Customer’sOther general ledger or project ledger the approved budget object/costing Summarized level on an annual or other basis when invoked by a user. Note that this scope item is in addition to the built-in budget export, which will create a CSV file using the configured account structure suitable for import into most general ledger systems. In addition to the limitations noted in the general Integrations section of this Scope of Work; and notwithstanding items expressly referenced in the “Customizations” section of this Scope of Work; and/or other communications between Questica and The Customer to the contrary, standard limitations of this integration include, but are not limited to, the following points: • Questica will create no more than 1 custom export configuration of the approved budget; • No custom user interface will be created for the selective export of sections of the budget; • Exports the entire budget (does not support the export of changes since the last export, such as amendments, which is a separate integration, see “Amended Budget Export” below). In scope Amended Budget Export Automated facility to transfer individual approved amendments to the Capital module budget data, from Questica Budget to The Customer’s Other general ledger (or project ledger), or the other direction as required. This interface is required only in the case where The Customer requires the amended budget to be synchronized between the two systems and where the Other target system cannot be updated by re-running the full export provided in the item in the “Budget Export” item above. Not in scope Actuals Import Automated facility to transfer actual data from The Customer’s Other general ledger or project ledger to the Questica Budget Capital module at a transaction level on a daily basis when automatically scheduled; and/or on demand. Note that this scope item is in addition to the built-in actuals import which is able to read a CSV file, provided it conforms to some simple formatting requirements and the configured account structure. Notwithstanding items expressly referenced in the “Customizations” section of this Scope of Work; and/or other communications between Questica and The Customer to the contrary, standard limitations of this integration include, but are not limited to, the following points: • Questica will create no more than 1 import configuration of the In scope DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A actual costs transactions; • A user interface will be created for the selective import of sections of the budget within two date ranges, no other criteria will be available; • Imports only actuals transactions, which is to say that it cannot be used to amend the budget. 2.5. Performance Measures Module The Questica Budget Performance Measures module is included in this implementation. Functional Area Description Scope of Work Configuration … Measure Categories and Units Configuration of Performance Measures Categories and Units, establishing those lookup values within the system. If not in scope then The Customer will leverage Questica provided training to determine how to configure these. In scope Import Data … Initial Performance Measures imported into Questica Budget from Excel® files (“workbooks”) Measures If not in scope then The Customer will leverage Questica provided training to determine how to enter Performance Measures into the system. Note that Measures are not simple 2 dimensional data that can be represented in a spreadsheet. It is not possible to create Measures in bulk from Excel® workbooks." In scope Scorecards If not in scope then The Customer will leverage Questica provided training to determine how to configure Performance Measure Scorecards within the system. In scope Integration … If automated import of Measure Actuals is required then a custom interface can be specified in the “Customizations” section of this Scope of Work. 2.6. OpenBook Questica's “OpenBook” cloud service for data transparency. Functional Area Description Scope of Work Configuration … System Administration General configuration of OpenBook to set the look-and-feel, captions, and add users. As a customer task, The Customer will leverage Questica's training material to understand the administration options. Not in scope DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Configuration of Visualizations The Customer is able to add multiple “visualizations” of their data to their OpenBook site. Each dataset is displayed according to a template selected from a library of visualization styles. As a customer task, The Customer will leverage Questica's training material to understand the administration options. Not in scope Configuration of Questica Budget The Customer is able to create their own ad hoc views as a convenient source of data for OpenBook. The Customer can leverage Questica's training material to learn how to create ad hoc views and how to publish them to OpenBook. Not in scope Integration … Import from Questica Budget Connection of OpenBook to Questica Budget, through a shared API key, and the publication of ad hoc views for seamless import of data into OpenBook from Questica Budget. The Customer can leverage Questica's training material to learn how to connect Questica Budget to OpenBook. Not in scope Import from CSV Files Population of datasets through the import of .CSV files. The Customer can leverage Questica's training material to learn how load and configure datasets from CSV files. Not in scope 2.7. Training Functional Area Description Scope of Work Questica maintains a substantial set of training courseware online in the Questica Academy. All relevant material on the Academy is available to all users during and after the implementation. Questica's standard training model is to train the trainers and/or advanced users within the Customer's organization in all aspects of the application related to the system delivered. Training is a blend of online courseware and "live" training, either in a classroom or via a web conference. In the case of video training the project manager will field any outstanding questions. Where a specialist trainer is "In Scope" below this might be as a follow-up to a video or presentation of the entire course. Questica's project manager will help determine at which point in the implementation the delivery of training is most appropriate. The Customer may prefer to receive some or all of their training in the early stages of the implementation, in the knowledge that such training will need to be carried out using a generic training database. Alternatively the Customer may choose to wait until the implementation is substantially complete in order to be trained on their own instance of Questica. Having received train-the-trainer training, the Customer is responsible for training the "end users", except where explicitly included in scope (below). Note that Questica offers, as a service, the creation of online courseware for end users that is tailored to the Customer's system and processes. The following sections detail the proposed training. The project manager and the Customer will determine the final training plan and topics may be swapped to receive more of one and less of another, provided that the total amount of training does not exceed the proposed plan. DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Training: Administration Training in Questica Budget administration is delivered via a series of training courseware, such as pre-recorded videos. This will be delivered in one training session. In scope Training: Administrator Authored Reporting Training in the use of ad hoc views and dashboards is delivered via pre-recorded training videos. Questica also provides instructional videos on the use of the Report Builder 3.0 report authoring tool but recommend that users make use of the many online resources to gain expertise in this tool. Up to 2 training sessions will be held on these topics. In scope Train-the-Trainer: Allocations “Train the trainer” training in Questica Budget's Allocations feature is delivered via a pre-recorded training video. Customer task Train-the-Trainer: Change Requests “Train the trainer” training in Questica Budget's Change Requests feature is delivered via a pre-recorded training video. Customer task Train-the-Trainer: Statistical Ledger “Train the trainer” training in Questica Budget's Statistical Ledger budgeting feature is part of the Operating training where this optional feature is in scope. Not in scope Train-the-Trainer: Operating “Train the trainer” training in the use of Questica Budget's Operating module. Up to 3 training sessions will be held on this topic. In scope Train-the-User: Operating “Train the user” training in the use of Questica Budget's Operating module. Customer task Train-the-Trainer: Staff Planning “Train the trainer” training in the use of Questica Budget's Operating module. Not in scope Train-the-User: Staff Planning “Train the user” training in the use of Questica Budget's Operating module. Customer task Train-the-Trainer: Salaries “Train the trainer” training in the use of Questica Budget's Salaries module. This will be delivered in one training session. In scope Train-the-User: Salaries “Train the user” training in the use of Questica Budget's Salaries module. Customer task Train-the-Trainer: Capital “Train the trainer” training in the use of Questica Budget's Capital module. Up to 2 training sessions will be held on this topic. In scope Train-the-User: Capital “Train the user” training in the use of Questica Budget's Capital module. Customer task Train-the-Trainer: Performance Measures “Train the trainer” training in the use of Questica Budget's Performance module is via pre-recorded training video. In scope Train-the-User: Performance Measures “Train the user” training in the use of Questica Budget's Performance module. In scope On Site … DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A On-Site Training Visits On-site training will be provided by a Questica trainer, using Customer provided facilities and equipment at premises provided by The Customer. The on-site training shall be a minimum of one day and no more than five consecutive business days within the same working week. Costs associated with travel, board and lodging for on-site training are payable by The Customer. Any other training provided by Questica will be delivered using web conferencing tools. In this case attendees are able to participate in the training from multiple locations, using their own computer or a shared system (their own computer is recommended). Audio is provided by telephone or the computer's own audio facilities. In scope 2.8. Customizations 2.8.1. Custom Business Rules (CBRs), Modifiers, User Interface The following customizations are included within this Scope of Work: ● Integration: Buffer in resonse to Addendum #1 items 10 and 12 (as per RJ) *** Notes: Guidance to Assist the City of Denton in understanding the data exports from JDE Customizations not listed here can be accommodated upon receipt and acceptance of a change order, which will include a specification and may include an estimate for the work to be charged on a time & materials basis at the applicable rate. 2.8.2. Custom Reports, Custom Ad Hoc Entities and Custom Dashboards This Scope of Work does not include the development of custom reports or ad hoc entities. Custom reporting and dashboard requirements not listed here can be accommodated upon receipt and acceptance of a change order, which will include a specification and may include an estimate for the work to be charged on a time & materials basis at the applicable rate. 2.8.3. Specifications Before Questica undertakes any customizations described herein, as well as integrations with other systems, and data imports, The Customer and Questica shall prepare and sign-off on the detailed specifications (“Specifications”) for the work to be performed. 2.8.4. Change Orders Any changes to the agreed specifications, including changes requested by The Customer within the warranty period, shall be the subject of a new change order and the work to be carried out thereunder shall be separately quoted, agreed, and billed and shall not be included as part of this Scope of Work. 2.8.5. Warranty Once completed the custom work shall be warranted by Questica in accordance with the “Technical Support Services” section of the Questica Software License Agreement. DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A 2.9. Project Management 2.9.1. Questica Project Management Responsibilities 1. Coordinating the development of the project plan in consultation with The Customer project manager and team members. 2. The timely delivery of items identified as “In scope” within this SoW. 3. Ensuring that members of The Customer staff are sufficiently educated in the Questica Budget application to understand the implications of initial design decisions. 4. Providing The Customer with timely and detailed descriptions of the items identified as “Customer task” within this SoW. 5. Advising The Customer of expected completion dates for items identified as “Customer task” within this SoW. 6. Advising The Customer of the impact on the expected delivery dates of “Customer task” items when prerequisite customer tasks, such as the completion of data import templates or approval of report specifications, are advanced or delayed. 7. Monitoring the progress of the project and advising The Customer of risks to its on-time completion. 8. Coordinating the completion and approval of change orders. 2.9.2. The Customer Project Management Responsibilities 1. The timely delivery of items identified as “Customer task” within this SoW. 2. Advising The Customer of expected delivery dates for items identified as “Customer task” within this SoW. 3. Ensuring that change orders contain a full specification of the changes required. 4. Ensuring that customizations are fully specified and documented. 5. Ensuring that all Customer team members have a clear understanding of their responsibilities to the project. 2.9.3. Project Planning 1. The project plan will be prepared by the Questica project manager in consultation with The Customer’s project manager and team members. 2. The project planning phase will determine whether Questica Budget modules are to be implemented serially or in parallel and, if serially, the order of module implementation. 3. The implementation of each Questica Budget module will involve the following stages: a. An overview of, and training in, the module and the ways in which the module can be extended by configuration and customizations. b. A determination of how best to configure and, if necessary, customize the module to meet the objectives of The Customer. c. An overview of the advantages and, if present, disadvantages of the proposed configuration and customizations. d. Documentation of the agreed configuration and customizations. e. The preparation of data import templates consistent with the agreed configuration and customizations. f. The completion by The Customer of the data import templates. g. The import by Questica of the data import templates. h. Customer approval of the imported Questica Budget structures and data. i. The creation by The Customer of a technical environment in which Questica Budget can operate. j. The deployment of the Questica Budget application and database on The Customer servers. k. The creation of custom ad hoc models to support the reporting of custom fields. l. Training in the use of ad hoc modeling for Report Builder 3.0. DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A m. Determination of custom reporting requirements that cannot be met by the standard reports and the use of Report Builder 3.0. n. The preparation of change orders and specification for any custom reports not detailed in this Scope of Work. o. The development by Questica of any required custom reports detailed in this Scope of Work. p. The testing and acceptances of custom reports and report views. q. The deployment of custom reports and report views. r. The development of an integration strategy for updating the Questica Budget database with actual result data from the financial system and the passing of budget data into the financial system. s. The development by The Customer of the integration components (queries, intermediate tables, file output/input etc.) which are required to access actual data from the financial system/HR System and update the financial system with budget data. t. The development by Questica of: i. integration components which transform budget data prior to updating the financial system; ii. integration components which transform actual result data prior to updating the Questica Budget database; iii. integration components required to initiate the execution of integrations. u. The deployment of all integration components. v. The testing and acceptance by The Customer of the integration components. 2.10. Customer Resources 1. The requirement for Customer resources is variable with: a. The duration of the project. b. The degree of internal Customer consultation. c. The level of internal Customer agreement. d. The number of customizations. e. The familiarity of Customer staff with the SQL Server environment. DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Contract # 6570 Exhibit H House Bill 89 - Government Code 2270 VERIFICATION I, _______________________________________________, the undersigned representative of ______________________________Company or Business name (hereafter referred to as company), being an adult over the age of eighteen (18) years of age, verify that the company named-above, under the provisions of Subtitle F, Title 10, Government Code Chapter 2270: 1. Does not boycott Israel currently; and 2. Will not boycott Israel during the term of the contract the above-named Company, business or individual with City of Denton. Pursuant to Section 2270.001, Texas Government Code: 1. “Boycott Israel” means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes; and 2. “Company” means a for-profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or any limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of those entities or business associations that exist to make a profit. ___________________________________ Name of Company Representative (Print) ________________________________ Signature of Company Representative _________________________________ Date DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273 8/17/2018 Allan Booth Allan Booth Questica, Inc. Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Contract # 6570 Exhibit I Senate Bill 252 -Government Code 2252 CERTIFICATION I, ______________________________________________, the undersigned representative of ________________________________________________ (Company or business name) being an adult over the age of eighteen (18) years of age, pursuant to Texas Government Code, Chapter 2252, Section 2252.152 and Section 2252.153, certify that the company named above is not listed on the website of the Comptroller of the State of Texas concerning the listing of companies that are identified under Section 806.051, Section 807.051 or Section 2253.153. I further certify that should the above-named company enter into a contract that is on said listing of companies on the website of the Comptroller of the State of Texas which do business with Iran, Sudan or any Foreign Terrorist Organization, I will immediately notify the City of Denton’s Materials Management Department. ___________________________________ Name of Company Representative (Print) ________________________________ Signature of Company Representative _________________________________ Date DocuSign Envelope ID: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273 8/17/2018 Questica, Inc. Allan Booth Allan Booth Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Contract # 6570 Exhibit J 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: D07CCFD6-F6E1-4CB7-BF77-47E5BC187273 8/17/2018 Questica, Inc. X Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Certificate Of Completion Envelope Id: D07CCFD6F6E14CB7BF7747E5BC187273 Status: Completed Subject: City Council Docusign Item - 6570 Budget Software Source Envelope: Document Pages: 57 Signatures: 10 Envelope Originator: Certificate Pages: 6 Initials: 0 Cindy Alonzo AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) 901B Texas Street Denton, TX 76209 Cynthia.Alonzo@cityofdenton.com IP Address: 129.120.6.150 Record Tracking Status: Original 8/17/2018 12:16:53 PM Holder: Cindy Alonzo Cynthia.Alonzo@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Cindy Alonzo cynthia.alonzo@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 129.120.6.150 Sent: 8/17/2018 12:32:43 PM Viewed: 8/17/2018 12:32:56 PM Signed: 8/17/2018 12:33:33 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Allan Booth abooth@questica.com Treasurer Questica, Inc. Security Level: Email, Account Authentication (None) Signature Adoption: Drawn on Device Using IP Address: 72.38.192.146 Sent: 8/17/2018 12:33:35 PM Viewed: 8/17/2018 12:35:59 PM Signed: 8/17/2018 1:00:08 PM Electronic Record and Signature Disclosure: Accepted: 8/17/2018 9:34:52 AM ID: 1b6834c8-756c-45b3-aa95-4264c33d948c Antonio Puente, Jr. Antonio.Puente@cityofdenton.com Director of Finance Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 8/17/2018 1:00:11 PM Viewed: 8/17/2018 2:44:17 PM Signed: 8/17/2018 2:48:10 PM Electronic Record and Signature Disclosure: Accepted: 8/17/2018 2:44:17 PM ID: 7b60e324-6fbf-4006-842e-6c31930afb0c Mack Reinwand mack.reinwand@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 8/17/2018 2:48:15 PM Viewed: 8/20/2018 4:00:04 PM Signed: 8/20/2018 4:01:33 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Signer Events Signature Timestamp Tabitha Millsop tabitha.millsop@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 129.120.6.150 Sent: 8/20/2018 4:01:38 PM Viewed: 8/29/2018 8:25:34 AM Signed: 8/29/2018 8:26:15 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Todd Hileman todd.hileman@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 8/29/2018 8:26:21 AM Viewed: 8/29/2018 8:41:23 AM Signed: 8/29/2018 8:41:33 AM Electronic Record and Signature Disclosure: Accepted: 7/25/2017 9:02:14 AM ID: 57619fbf-2aec-4b1f-805d-6bd7d9966f21 Jennifer Walters jennifer.walters@cityofdenton.com City Secretary City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 129.120.6.150 Sent: 8/29/2018 8:41:38 AM Viewed: 8/29/2018 2:15:58 PM Signed: 8/29/2018 2:16:34 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 Sherri Thurman sherri.thurman@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 8/17/2018 2:48:15 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 8/29/2018 8:26:20 AM Viewed: 8/29/2018 8:55:23 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Carbon Copy Events Status Timestamp Jennifer Bridges jennifer.bridges@cityofdenton.com Procurement Assistant City of Denton Security Level: Email, Account Authentication (None) Sent: 8/29/2018 2:16:38 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jane Richardson jane.richardson@cityofdenton.com Assistant City Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 8/29/2018 2:16:39 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Nancy Towle Nancy.Towle@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 8/29/2018 2:16:40 PM Viewed: 8/29/2018 2:40:23 PM Electronic Record and Signature Disclosure: Accepted: 7/23/2018 12:54:09 PM ID: 3d98398d-08b6-4684-acd8-4dec71a6b26c Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/29/2018 2:16:40 PM Certified Delivered Security Checked 8/29/2018 2:16:40 PM Signing Complete Security Checked 8/29/2018 2:16:40 PM Completed Security Checked 8/29/2018 2:16:40 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A 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. 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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 1:59:03 PM Parties agreed to: Allan Booth, Antonio Puente, Jr., Todd Hileman, Nancy Towle Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A 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.. 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Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: 57FE34D9-982A-4D5B-B9F8-8D38BFE45D48 7778 Questica Enterprise Budget Software Not Applicable FILE Cori Power SEPTEMBER 21, 2021 SEPTEMBER 21, 2026 21-1920 Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A 1 Renewal Amendment to Contract (Contract 7778) This Renewal Amendment to Contract (Contract 7778) (this Amendment) is entered into between City of Denton, Texas (Subscriber) and Questica, Inc. (Registered as Fraser Burlington, Inc. in Texas) (Questica). Background Subscriber and Questica have previously entered into Contract (6570), as amended (the Agreement). 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 Extension Section 2 of Exhibit A will be deleted and replaced in its entirety with the following: The contract term will be five (5) years, effective from the date of the latest date in the signature block of the Amendment. The Contract shall commence upon the Effective Date and shall automatically renew each year, in accordance with the procedures set forth in the Agreement. At the mutual agreement of both parties, the Contract may be further extended as needed, not to exceed a total of six (6) months. 3 Equipment, Hardware, and Support Attachment 1 to this Amendment includes Annual Subscription Fee for Questica Budget. This Attachment 1 shall supersede Exhibit F - Contractor’s Proposal. 4 Contract Amount The contract total for the continued services shall not exceed $325,000. 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 7778. 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: 57FE34D9-982A-4D5B-B9F8-8D38BFE45D48Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A 2 Authorized Signatures City of Denton, Texas Questica, Inc. By: By: Name: Name: Title: 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 ATTEST: ROSA RIOS, CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: BY: _______________________________ DocuSign Envelope ID: 57FE34D9-982A-4D5B-B9F8-8D38BFE45D48 VP, Professional Services 8/31/2021 James McCall Technology Services Chief Technology Officer Leisha Meine INTERIM CITY MANAGER CATHERINE CLIFTON, INTERIM CITY ATTORNEY 09/21/2021 Sara Hensley Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Contract Extension Quote Prepared for James Barnes City of Denton, TX By Todd Coulombe Questica Ltd. March 5, 2021 Attachment 1 DocuSign Envelope ID: 57FE34D9-982A-4D5B-B9F8-8D38BFE45D48Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A © Questica Ltd. March 5, 2021 Page 2 of 3 Select a Document Type. Quotation ID#: Q20210305 Rev [R1] March 5, 2021 Requirement: The original contract No. 6570 between Questica Ltd. and the City of Denton, TX expires on August 28, 2021. Questica is providing this quote to the City of Denton, TX for the purpose of completing a new contract for an additional 5 years, from Aug 29, 2021 to Aug 28, 2026. Quote The new yearly subscription rate for Questica Budget is $56,505.00 as detailed below: Aug 29, 2021 to Aug 28, 2022 - $56,505.00 Aug 29, 2022 to Aug 28, 2023 - $56,505.00 Aug 29, 2023 to Aug 28, 2024 - $56,505.00 Aug 29, 2024 to Aug 28, 2025 - $56,505.00 Aug 29, 2025 to Aug 28, 2026 - $56,505.00 The annual subscription fee is payable in advance of the start date of the annual renewal period. DocuSign Envelope ID: 57FE34D9-982A-4D5B-B9F8-8D38BFE45D48Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A © Questica Ltd. March 5, 2021 Page 3 of 3 Acceptance Quotation ID#: Q20210305 Rev [R1] March 5, 2021 Authorized Signature: Authorized Name: Organization Name: City of Denton, TX PO/Reference: Date: Upon accepting this offer, please scan and email back all pages of the signed Quotation and include an authorized purchase order, if applicable. QUESTICA, Ltd. Authorized Signature: Authorized Name: Organization Name: Questica Ltd. Date: DocuSign Envelope ID: 57FE34D9-982A-4D5B-B9F8-8D38BFE45D48Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Contract Extension Quote Prepared for James Barnes City of Denton, TX By Todd Coulombe Questica Ltd. March 5, 2021 Attachment 1 DocuSign Envelope ID: 57FE34D9-982A-4D5B-B9F8-8D38BFE45D48Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A © Questica Ltd. March 5, 2021 Page 2 of 3 Select a Document Type. Quotation ID#: Q20210305 Rev [R1] March 5, 2021 Requirement: The original contract No. 6570 between Questica Ltd. and the City of Denton, TX expires on August 28, 2021. Questica is providing this quote to the City of Denton, TX for the purpose of completing a new contract for an additional 5 years, from Aug 29, 2021 to Aug 28, 2026. Quote The new yearly subscription rate for Questica Budget is $56,505.00 as detailed below: Aug 29, 2021 to Aug 28, 2022 - $56,505.00 Aug 29, 2022 to Aug 28, 2023 - $56,505.00 Aug 29, 2023 to Aug 28, 2024 - $56,505.00 Aug 29, 2024 to Aug 28, 2025 - $56,505.00 Aug 29, 2025 to Aug 28, 2026 - $56,505.00 The annual subscription fee is payable in advance of the start date of the annual renewal period. DocuSign Envelope ID: 57FE34D9-982A-4D5B-B9F8-8D38BFE45D48Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A © Questica Ltd. March 5, 2021 Page 3 of 3 Acceptance Quotation ID#: Q20210305 Rev [R1] March 5, 2021 Authorized Signature: Authorized Name: Organization Name: City of Denton, TX PO/Reference: Date: Upon accepting this offer, please scan and email back all pages of the signed Quotation and include an authorized purchase order, if applicable. QUESTICA, Ltd. Authorized Signature: Authorized Name: Organization Name: Questica Ltd. Date: DocuSign Envelope ID: 57FE34D9-982A-4D5B-B9F8-8D38BFE45D48Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Exhibit 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: 57FE34D9-982A-4D5B-B9F8-8D38BFE45D48 Questica Inc. CIQ X 8/31/2021 N/A Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Certificate Of Completion Envelope Id: 57FE34D9982A4D5BB9F88D38BFE45D48 Status: Completed Subject: Please DocuSign: City Council Contract 7778 - Questica Enterprise Budget Software Source Envelope: Document Pages: 10 Signatures: 6 Envelope Originator: Certificate Pages: 7 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: 198.49.140.104 Record Tracking Status: Original 8/17/2021 4:23:51 PM Holder: Cori Power cori.power@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Cori Power cori.power@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 8/17/2021 4:37:16 PM Viewed: 8/17/2021 4:37:25 PM Signed: 8/17/2021 4:38:40 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: 8/17/2021 4:38:42 PM Viewed: 8/18/2021 10:22:28 AM Signed: 8/18/2021 10:22:46 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Catherine Clifton, Interim City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 68.185.202.16 Sent: 8/18/2021 10:22:48 AM Viewed: 8/19/2021 2:39:10 PM Signed: 8/19/2021 2:39:50 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign James McCall jmccall@questica.com VP, Professional Services Security Level: Email, Account Authentication (None)Signature Adoption: Drawn on Device Using IP Address: 72.38.192.146 Sent: 8/31/2021 9:08:54 AM Viewed: 8/31/2021 9:44:31 AM Signed: 8/31/2021 9:50:09 AM Electronic Record and Signature Disclosure: Accepted: 8/31/2021 9:44:31 AM ID: 0fe1a4e1-f8f5-449a-92a6-5426af90ad4b Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Signer Events Signature Timestamp Leisha Meine Leisha.Meine@cityofdenton.com Chief Technology Officer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 8/31/2021 9:50:12 AM Viewed: 8/31/2021 9:53:47 AM Signed: 8/31/2021 9:54:24 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 8/31/2021 9:54:26 AM Viewed: 9/22/2021 7:56:00 AM Signed: 9/22/2021 7:56:40 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com Interim City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 47.184.119.76 Sent: 9/22/2021 7:56:43 AM Viewed: 9/22/2021 8:18:04 AM Signed: 9/22/2021 8:18:11 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Rosa Rios rosa.rios@cityofdenton.com City Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 9/22/2021 8:18:15 AM Viewed: 9/22/2021 11:41:55 AM Signed: 9/22/2021 11:42:30 AM Electronic Record and Signature Disclosure: Accepted: 9/22/2021 11:41:55 AM ID: 7b68e1e6-3243-42f6-b4cb-99cd2d2aa8bf 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 Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 8/17/2021 4:38:43 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Carbon Copy Events Status Timestamp Wendie Leest tcoulombe@questica.com Security Level: Email, Account Authentication (None) Sent: 8/31/2021 9:08:56 AM Electronic Record and Signature Disclosure: Accepted: 8/30/2021 1:20:45 PM ID: 623ffee0-3241-43f0-88d5-028bddcdeb9f Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 8/31/2021 9:54:27 AM Viewed: 8/31/2021 10:15:17 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 9/22/2021 11:42:34 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Heather Gray Heather.Gray@cityofdenton.com Budget Manager City of Denton Security Level: Email, Account Authentication (None) Sent: 9/22/2021 11:42:36 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Drew Allen drew.allen@cityofdenton.com Sr. Mgr, Applications & Projects City of Denton Security Level: Email, Account Authentication (None) Sent: 9/22/2021 11:42:39 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 9/22/2021 11:42:40 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 8/17/2021 4:37:16 PM Certified Delivered Security Checked 9/22/2021 11:41:55 AM Signing Complete Security Checked 9/22/2021 11:42:30 AM Completed Security Checked 9/22/2021 11:42:41 AM Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Payment Events Status Timestamps Electronic Record and Signature Disclosure Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A 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: James McCall, Rosa Rios, Wendie Leest Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A 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, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you. Docusign Envelope ID: 021867F4-4F6B-451A-A024-00024A13B61A Certificate Of Completion Envelope Id: 021867F4-4F6B-451A-A024-00024A13B61A Status: Completed Subject: Complete with Docusign: 7778 - Assignment of Contract Source Envelope: Document Pages: 84 Signatures: 4 Envelope Originator: Certificate Pages: 5 Initials: 0 Cheyenne Defee AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 cheyenne.defee@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 4/3/2025 8:35:16 AM Holder: Cheyenne Defee cheyenne.defee@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Brenna Lenchak Brenna.Lenchak@eunasolutions.com SVP General Counsel Security Level: Email, Account Authentication (None)Signature Adoption: Drawn on Device Using IP Address: 73.132.165.41 Signed using mobile Sent: 4/3/2025 8:40:42 AM Viewed: 4/3/2025 8:42:16 AM Signed: 4/3/2025 8:42:51 AM Electronic Record and Signature Disclosure: Accepted: 4/3/2025 8:42:16 AM ID: df5d8a24-6e9b-455d-adfb-7ba10366932c Jas Saraw Jas.Saraw@eunasolutions.com SVP Sales Security Level: Email, Account Authentication (None)Signature Adoption: Drawn on Device Using IP Address: 72.38.192.146 Sent: 4/3/2025 8:42:53 AM Viewed: 4/3/2025 9:09:07 AM Signed: 4/3/2025 9:10:37 AM Electronic Record and Signature Disclosure: Accepted: 4/3/2025 9:09:07 AM ID: fbad79b0-fc74-4f19-a0ce-f253d2479b3b 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: 4/3/2025 9:10:40 AM Viewed: 4/3/2025 11:15:52 AM Signed: 4/3/2025 11:16:03 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: 4/3/2025 11:16:06 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Brenna Lenchak Brenna.Lenchak@eunasolutions.com SVP General Counsel Security Level: Email, Account Authentication (None) Sent: 4/3/2025 11:16:07 AM Electronic Record and Signature Disclosure: Accepted: 4/3/2025 8:42:16 AM ID: df5d8a24-6e9b-455d-adfb-7ba10366932c Jas Saraw Jas.Saraw@eunasolutions.com SVP Sales Security Level: Email, Account Authentication (None) Sent: 4/3/2025 11:16:07 AM Electronic Record and Signature Disclosure: Accepted: 4/3/2025 9:09:07 AM ID: fbad79b0-fc74-4f19-a0ce-f253d2479b3b Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 4/3/2025 8:40:42 AM Certified Delivered Security Checked 4/3/2025 11:15:52 AM Signing Complete Security Checked 4/3/2025 11:16:03 AM Completed Security Checked 4/3/2025 11:16:07 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. 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: Brenna Lenchak, Jas Saraw, Brenna Lenchak, Jas Saraw 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, NetScape 7.2 (or above) Email: Access to a valid email account Screen Resolution: 800 x 600 minimum Enabled Security Settings: •Allow per session cookies •Users accessing the internet behind a Proxy Server must enable HTTP 1.1 settings via proxy connection ** These minimum requirements are subject to change. If these requirements change, we will provide you with an email message at the email address we have on file for you at that time providing you with the revised hardware and software requirements, at which time you will have the right to withdraw your consent. Acknowledging your access and consent to receive materials electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please verify that you were able to read this electronic disclosure and that you also were able to print on paper or electronically save this page for your future reference and access or that you were able to e-mail this disclosure and consent to an address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format on the terms and conditions described above, please let us know by clicking the 'I agree' button below. By checking the 'I Agree' box, I confirm that: • I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and • I can print on paper the disclosure or save or send the disclosure to a place where I can print it, for future reference and access; and • Until or unless I notify City of Denton as described above, I consent to receive from exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to me by City of Denton during the course of my relationship with you.