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8850 - Contract ExecutedDocusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance */-%#))0!'*+! *(+'%)!,&%)#*".1,! * $,%-.%)*,( 2 Contract 8850 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND SWIFTCOMPLY US OPCO INC. (Contract #8850 ) THIS CONTRACT is made and entered into this date _______________________, by and between SwiftComply US OpCo Inc. a Delaware corporation, whose address 6701 Koll Center Parkway, Suite 250, Pleasanton, CA 94566, 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 their 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 Contractor shall provide services in accordance with the City’s RFP# 8850 - Compliance Tracking Software , 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, or on file, and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit “A”); (b) City of Denton’s RFP 8850 (the “Solicitation”) (Exhibit “B” on file at the office of the Purchasing Agent); (c) City of Denton Standard Terms and Conditions (Exhibit “C”); (d) Certificate of Interested Parties Electronic Filing (Exhibit “D”); (e) Insurance Requirements (Exhibit “E”); (f) Contractor’s Proposal (“Contractor’s Offer”) (Exhibit “F”); (g) Form CIQ – Conflict of Interest Questionnaire (Exhibit “G”) (h) SwiftComply Master Services Agreement (Exhibit “H”) (i) SwiftComply Service Order Form (Exhibit “I”) These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel Contractor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Contract, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Contract. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Boycotting Certain Energy Companies &+)" %%,#&' Contract 8850 Contractor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section 809.001 of the Texas Government Code. By signing this agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the Contract. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm Trade Associations Contractor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains written verification from the company that it (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to those terms in Chapter 2274 of the Texas Government Code. By signing this Contract, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of this Contract against a firearm entity or firearm trade association. Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition On Contracts with Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts City from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this Contract, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor, pursuant to Chapter 2252, is not ineligible to enter into this Contract and will not become ineligible to receive payments under this Contract by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned Companies The City of Denton may terminate this Contract immediately without any further liability if the City of Denton determines, in its sole judgment, that this Contract meets the requirements under Chapter 2275, and Contractor is, or will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii) directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is headquartered in China, Iran, North Korea, Russia, or other designated country. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this Contract in the year and day first above written. &+)" %%,#&' Contract 8850 CONTRACTOR BY: _____________________________ AUTHORIZED SIGNATURE Printed Name: __Stefan Baerg_________ Title: _Chief Revenue Officer__________ ___647-298-4605____________________ PHONE NUMBER __stefan.baerg@swiftcomply.com_______ EMAIL ADDRESS ___________________________________ TEXAS ETHICS COMMISSION CERTIFICATE NUMBER ATTEST: ,1*5,'5(;,,17(5,0 CITY SECRETARY BY: _______________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: _______________________________ CITY OF DENTON, TEXAS BY: ____________________________ SARA HENSLEY CITY MANAGER THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. _______________ ________________ SIGNATURE PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT &+)" %%,#&' "(*&(&%,"(&%$%*#(,")+)*"%"#"*- %,"(&%$%*#(,")+)*"%"#"*- "!#% Contract 8850 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $92,028. Pricing shall be per Exhibit F attached. 2. The Quantities The quantities indicated on Exhibit F are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. 3. Contract Terms The contract term will be five (5) years, effective from date of award or notice to proceed as determined by the City of Denton Purchasing Department. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of one (1) year. 4. Price Escalation and De-escalation On Supplier’s request in the form stated herein, the City will implement an escalation/de- escalation price adjustment annually based on these special terms. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. The price will be increased or decreased based upon the annual percentage change in the PPI or the percentage change in the manufacturer’s price list. Should the PPI or manufacturer price list change exceed a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the percent 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. If no request is made, then it will be assumed that the current contract price will be in effect. 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. &+)" %%,#&' Contract 8850 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 solicitation number. The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. Notwithstanding the preceding, the Parties have agreed to price escalation terms as outlined in Exhibit F. 5. Reserved &+)" %%,#&' Contract 8850 Exhibit B City of Denton’s RFP 8850 File On File at the Office of the Purchasing Agent &+)" %%,#&' Contract 8850 Exhibit C City of Denton 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. Any deviations must be in writing and signed by a representative of the City’s Procurement Department and the Contractor . 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, and 21 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, and 22 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 or Exhibit A, this Contract shall be effective as of the date this Contract is signed by the City and shall continue in effect until all obligations are performed in accordance with the Contract. 3. Reserved. 4. Reserved. 5. Reserved. 6. Reserved. 7. Reserved. 8. Reserved. 9. Reserved. 10. Reserved. 11. Reserved. &+)" %%,#&' Contract 8850 12. INVOICES: A. Reserved. B. Proper Invoices must include a unique invoice number, invoice date, the purchase 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. 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. Reserved. D. Reserved. 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 – accountspayable@cityofdenton.com. Approved invoices will be paid within thirty (30) calendar days of the invoice being received in Accounts Payable. 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, including, but not limited to, those in Paragraph D , below, interest shall not accrue until ten (10) calendar days after the grounds for withholding payment have been resolved. C. Reserved. D. The City may withhold or set off the entire payment or part of any payment otherwise due to 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 liquidated damages for the anticipated delay; vi. failure of the Contractor to submit proper invoices with purchase order number, 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 to any awarded firm who is in arrears to the City for delinquent taxes of any kind or otherwise indebted to the City that the City shall be entitled to counterclaim and/or offset against any such debt, claim, demand, or account owed to the City through payment withholding until the debt is paid in full, and no assignment of such debt, claim, demand, or account after the said taxes or debt are due shall affect the right of the City to offset the said taxes or debt against same. F. Payment will be made by electronic transfer of funds. The Contractor agrees that there shall be &+)" %%,#&' Contract 8850 no additional charges, surcharges, or penalties to the City for payments made electronic funds transfer. G. The Contractor acknowledges and agrees that 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. The City will not incur a debt or obligation to pay Contractor any amounts the City does not have the current funds available to pay. The City shall provide the Contractor written notice of the failure of the City to make an adequate appropriation for any fiscal year to 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 or liability to the City, nor removal fees, cancellation fees, or the like 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 Documents. 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 fifteenth (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. Reserved. 17. RIGHT TO AUDIT: A. The Contractor agrees that the City shall, until the expiration of five (5) years after final payment under this Contract unless required to be retained for longer under applicable law, have electronic access to and the right to examine all books, records, and computations pertaining to this Contract. If necessary, 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 (5) years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case &+)" %%,#&' Contract 8850 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. All books and records will be made available within a fifty (50) mile radius of the City of Denton if the vendor is not able to provide electronic access. 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. The Contractor further agrees to include in all its subcontracts hereunder a provision to the effect that the Subcontractor, material supplier, or other payee agrees that the City shall, until the expiration of five (5) years after final payment under the subcontract unless required to be retained for longer under applicable law, have electronic access to and the right to examine all books, records, documents, and other evidence of the Subcontractor, material supplier, or other payee involving transactions relating to the subcontract. If necessary, the City maintains the right to photocopy any physical books, documents, papers, and records of the subconsultant involving transactions relating to the subcontract. All books and records will be made available within a fifty (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. C. 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 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 (“Subcontractor”) in a DBE/MBE/WBE agreed-to plan (the “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 Documents, 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 &+)" %%,#&' Contract 8850 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 thirty (30) calendar days after receipt of payment from the City. 19. WARRANTY-PRICE: A. Reserved. B. The Contractor certifies that the prices in the Contractor’s 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. C. In the event Contractor breaches this warranty, in addition to any other remedy available, the City may cancel this Contract without liability to Contractor for breach. 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 Contract Documents, 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. A. Reserved. 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 or required by the Solicitation, the warranty period shall be at least one (1) 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, 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 &+)" %%,#&' Contract 8850 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. 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. F. Contractor shall not limit, exclude, or disclaim any implied warranties, and any attempt to do so shall be without force or effect, or alternatively, at the City’s option, render this Contract voidable. 22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be provided to 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, or alternatively, at the City’s option, render this Contract voidable. B. Unless otherwise specified in the Contract, the warranty period shall be at least one (1) year from the date of acceptance of the work. 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. 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 (being a minimum of 5 days) after demand is made, the demanding party may treat this failure as &+)" %%,#&' Contract 8850 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: A. 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 25, (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. B. In the event the City terminates the awarded contract for default, the Contractor shall not be relieved of liability to the City for damages sustained by the City by reason of any default of the contract by the Contractor, and the City may withhold any payments to the Contractor for the purpose of an offset until such time as the amount of damages due the City from the Contractor can be determined. 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, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, 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/or 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. The requirements of Subchapter J, Chapter 552 of the Texas Government Code, may apply to this Contract and the Contractor agrees that the Contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. 28. TERMINATION WITHOUT CAUSE: The City shall have the right to terminate the Contract, in whole or in part, without cause and/or for convenience 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, provided such payment amount is not disputed by City. The City reserves all rights, causes of action, and remedies available under law or in equity with respect to any dispute under this Contract and a termination under this provision does not waive such rights, causes of action, and remedies. &+)" %%,#&' Contract 8850 29. FRAUD: Fraudulent statements by the Contractor in any offer, Contract Document, 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 53. 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. TIME OF COMPLETION AND LIQUIDATED DAMAGES: Contractor agrees and acknowledges that completing the services and/or delivering the goods described in this Contract in a timely manner is very important to the City. Contractor agrees to perform all obligations within the timeframes required. As it is impracticable and extremely difficult to fix the actual damages, if any, that may proximately result from a failure by Contractor to provide the goods or perform the service, should Contractor fail to timely perform its obligations, Contractor agrees to pay to City, or have withheld and offset from monies due it, the amount stated in the Contract Documents as liquidated damages for each calendar day of delay or nonperformance. Any sums due and payable hereunder by the Contractor shall be payable, not as a penalty, but as liquidated damages representing an estimate of delay damages likely to be sustained by the City, estimated at the time of executing this Contract. Execution of the Contract shall constitute agreement by the City and Contractor that said amount is the minimum value of the costs and actual damage caused by the Contractor’s failure to timely perform. Adjustments to the contract times can only be made as provided in the Contract Documents and any conditions or specifications referenced therein. 32. 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 &+)" %%,#&' Contract 8850 person (including but not limited to the agents, officers and employees of the City, the Contractor, the Contractor’s 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. 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. 33. LIMITATION OF LIABILITY: a. NEITHER CONTRACTOR NOR CITY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSION CONTAINED IN THIS PARAGRAPH SHALL APPLY REGARDLESS OF THE FAILURE OF THE EXCLUSIVE REMEDY PROVIDED IN THE FOLLOWING SENTENCE. b. BOTH PARTIES’ TOTAL CUMULATIVE LIABILITY TO THE OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE CUMULATIVE FEES PAID BY CUSTOMER TO SWIFTCOMPLY IN THE PRECEDING TWENTY FOUR (24) MONTHS. c. THE PROVISIONS OF SECTION 11.1(A) AND 11.1(B) SHALL NOT APPLY TO THE EXTENT THAT THE CAUSE OF ACTION GIVING RISE TO THE CLAIM ARISES FROM: 1. A BREACH OF A PARTY’S CONFIDENTIALITY OBLIGATIONS UNDER THIS AGREEMENT; OR 2. CLAIMS FOR FEES OWED TO CONTRACTOR UNDER THIS AGREEMENT AND ANY COST, EXPENSE OR FEES INCURRED IN THEIR COLLECTION. 3. A PARTY’S FRAUD OR LIABILITY FOR DEATH OR PERSONAL INJURY ARISING FROM ITS NEGLIGENCE. FOR THE PURPOSES OF THIS SECTION 12.1, “PARTY” INCLUDES EACH PARTY’S DIVISIONS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, PARENT COMPANIES AND THEIR EXECUTIVES, DIRECTORS, OFFICERS, ATTORNEYS, MANAGERS, EMPLOYEES, CONSULTANTS, CONTRACTORS, AGENTS, AFFILIATES, RESELLERS, THIRD PARTY PROVIDERS, MERCHANTS, LICENSORS AND THE LIKE. 34. INSURANCE: The Contractor shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City of Denton outlined in the Insurance Exhibit attached hereto, &+)" %%,#&' Contract 8850 if applicable. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. The City of Denton reserves the right to add insurance during the contract term. B. Specific Coverage Requirements: Specific insurance requirements are contained in the Solicitation and the Insurance Exhibit. 35. 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. 36. 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. 37. 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. The requirements of Subchapter J, Chapter 552 of the Texas Government Code, may apply to this Contract and the Contractor agrees that the Contract can be terminated if the Contractor knowingly or intentionally fails to comply with a requirement of that subchapter. 38. INDEMNIFICATION 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. Moreover, 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 &+)" %%,#&' Contract 8850 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. 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. THIS PARAGRAPH SHALL SURVIVE THE TERMINATION OF THIS CONTRACT. 39. 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 Contract, 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. 40. OWNERSHIP AND USE OF DELIVERABLES: Reserved 41. Reserved. 42. 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 necessary to comply with proper requests for information from an authorized representative of the federal, State, or local government. 43. 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. &+)" %%,#&' Contract 8850 44. 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. 45. PROHIBITION AGAINST PERSONAL INTEREST IN CONTRACTS: The Contractor agrees to comply with the conflict of interest provisions of the City of Denton Code of Ordinances and/or State law. 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 as defined in the City’s Ethic Ordinance codified at Chapter 2, Article XI and in the City Charter Section 14.04, as amended. 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 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. The Contractor agrees to maintain current, updated disclosure of information on file with the Procurement Department throughout the term of this Contract. 46. NO SUBCONTRACTING BID AFTER AWARD: Following the award of the Contract, no subcontracting except that specifically identified in the response to the Solicitation will be permitted without the express prior written consent of the City. 47. NO GIFT OF PUBLIC PROPERTY: The City will not agree to any terms or conditions that cause the City to lend its credit or grant public money or anything of value to the selected Contractor. 48. 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 their designee under this Contract. The Contractor is expressly free to advertise and perform services for other parties while performing services for the City. 49. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and enure 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 &+)" %%,#&' Contract 8850 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. The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicating changes in a company name or ownership must be accompanied with supporting legal documentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an executed merger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 50. 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. 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. 51. 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 submitted to the City by Contractor shall have any force or effect to change the terms, covenants, and conditions of the Contract. 52. 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. Acceptance or acquiescence in a course of performance rendered under this Contract shall not be relevant to determine the meaning of this agreement even though the accepting or acquiescing party has knowledge of the performance and opportunity for objection. 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. 53. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to 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, however any decision requiring approval of the City Council of the City will be required to be submitted to the City Council and the senior level person shall have authority to &+)" %%,#&' Contract 8850 recommend approval of any resolution. 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. C. The parties shall not be required to submit to binding arbitration. 54. 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. 55. 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. 56. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) Martin Luther King, Jr. Day Memorial Day Juneteenth Independence Day Labor Day Veteran’s Day &+)" %%,#&' Contract 8850 Thanksgiving Day Friday After Thanksgiving Christmas Eve (observed) Christmas 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 their authorized designee. 57. 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 for fifteen (15) years. 58. 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. 59. EQUAL OPPORTUNITY Contractor agrees that during the performance of its contract it will: A. Treat all applicants and employees without discrimination as to race, color, religion, sex, national origin, marital status, age, or handicap. B. Identify itself as an “Equal Opportunity Employer” in all help wanted advertising or request. The Contractor shall be advised of any complaints filed with the City alleging that Contractor is not an Equal Opportunity Employer. The City reserves the right to consider its reports from its human relations administrator in response to such complaints in determining whether or not to terminate any portion of this contract for which purchase orders or authorities to deliver have not been included, however, the Contractor is specifically advised that no Equal Opportunity Employment complaint will be the basis for cancellation of this contract for which a purchase order has been issued or authority to deliver granted. C. Americans with Disabilities Act (ADA) Compliance: No Contractor, or Contractor’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as defined in the ADA. 60. 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 - &+)" %%,#&' Contract 8850 (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 (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 Contractor 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”. 61. 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. 62. 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. 63. 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). 64. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The Contractor or supplier shall comply with all State, federal, and local laws and requirements. The Contractor 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; and (iii) Chapter 552 of the Texas Government Code, which outlines policy for public information. The Contractor shall &+)" %%,#&' Contract 8850 give all notices and comply with all laws and regulations applicable to furnishing and performance of the Contract. 65. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Contractor shall demonstrate on- site compliance with the provisions of federal law dealing with issuance of Form W-2’s to common law employees. Contractor is responsible for both federal and State unemployment insurance coverage and standard Workers’ Compensation insurance coverage. Contractor shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Contractor or its employees for any Unemployment or Workers’ Compensation coverage, or federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Contractor’s omission or breach of this Section. 66. ATTORNEY’S FEES; LEGAL COSTS: Contractor and City agree that the City will not be required to pay Contractor’s attorney’s fees or legal costs under any circumstances, unless expressly required by law. 67. 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. 68. CONTRACTOR LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Contractor shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Contractor and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Contractor shall notify the City of Denton Procurement Manager in writing of any such damage within one (1) calendar day. 69. FORCE MAJEURE: The City of Denton, any Customer, and the Contractor 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 Contractor will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Contractor continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Contractor 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. 70. 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 &+)" %%,#&' Contract 8850 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. 71. 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. 72. RECORDS RETENTION: The Contractor 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 Contractor 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 Contractor shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. In the event the value of this Contract is One Million ($1,000,000) Dollars or greater: (i) all contracting information related to this contract will be preserved for the duration of the Contact; (ii) the Contractor shall provide any contracting information in its possession promptly upon request by the City; and (iii) at the expiration of this Contract, the Contractor will either provide all contracting information in its possession to the City or preserve same as required by the record retention requirements of the State of Texas. 73. PROCUREMENT LAWS: The City will not agree to any terms or conditions that cause the City to violate any federal, State, or local procurement laws, including its own Charter or Procurement Policy and any such laws included in boilerplate terms, online terms or other terms provided by the Contractor are considered null and void. 74. AUTHORITY: Contractor represents and warrants to the other that (a) it has company authority to execute and perform this Contract; (b) executing this Contract does not constitute a material conflict with, breach, or default under any applicable law, its respective organizational documents, or any documents, agreements, contracts or instruments which are binding upon it; and (c) this Contract creates valid, legal, and binding obligation enforceable against it, subject to applicable insolvency and bankruptcy laws. Contractor recognizes and agrees that a violation of this provision constitutes a material breach under this Contract. &+)" %%,#&' Contract 8850 Exhibit D 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/filinginfo/1295/ 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. &+)" %%,#&' Compliance Tracking Software - 8850 INSURANCE REQUIREMENTS Respondent’s attention is directed to the insurance requirements below. It is highly recommended that respondents confer with their respective insurance carriers or brokers to determine in advance of Proposal/Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low respondent fails to comply strictly with the insurance requirements, that respondent may be disqualified from award of the contract. Upon contract award, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of contract award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to proposal/bid opening, since the insurance requirements may not be modified or waived after proposal/bid opening unless a written exception has been submitted with the proposal/bid. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: x 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. x 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. x Liability policies shall be endorsed to provide the following: o Name as Additional Insured the City of Denton, its Officials, Agents, ExhibitE Compliance Tracking Software - 8850 Employees and volunteers. o That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. o Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. x 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. x 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. x 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. x Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: A. COMMERCIAL GENERAL LIABILITY INSURANCE Commercial General Liability Insurance including, but not limited to, Premises/Operations, Personal & Advertising Injury, Products/Completed Operations, Independent Contractors, and Contractual Liability with minimum combined bodily injury (including death) and property damage limits of Compliance Tracking Software - 8850 $1,000,000.00 per occurrence and $2,000,000.00 general aggregate. B. CYBER/TECHNOLOGY NETWORK LIABILITY AND RISK INSURANCE Cyber/Technology Network Liability and Risk Insurance, inclusive of Information Security and Privacy (first and third party coverage) to provide coverage for any damage caused by a network risk, cyber act or breaches of data and privacy right, the rendering of, or the failure to properly perform professional services for, but not limited to, computer programming, management information systems, negligent system design, disclosure of confidential information, and copyright infringement with minimum limits with minimum limits of $1,000,000.00 per claim. NOTE: Professional Liability Insurance and Cyber/Technology Network Liability and Network Risk Insurance may be combined on one policy with a $2,000,000.00 limit. Exhibit FSwiftComply, Inc.Line # Description QTY UOM BAFO (8-1-25)1Onboarding2Data Migration$4,528.003Upfront Product Licensing Fee$0.004Software Customization and Set-up$4,966.005Software Integration$3,506.006CROMERR Set-Up (EPA Application Assistance)$0.007General System Support8System Support per Individual User*Estimated Up to 10 users*1 User $0.009Concurrent Software - Per User*Estimated up to 10 users*1 User $0.0010Training Material$0.0011Program Modification, Per Hour1 Hour $0.0012Industrial Pretreatment Module13Ongoing Product Support$0.0014Ongoing Licensing Fee*Annual Licensing Fee*$0.0015Ongoing Subscription Fee*Annual Subscription Fee*Year 1 Industrial Pretreatment with first year discount of $4,594($8,750 is base yearly amount to apply future price increase)$4,156.0016Permitted Industrial User*Estimated up to 16 Users*1 User $0.0017CROMERR Support Fee1 Hourly $0.0018Submitted Report1 EA $0.0019Commercial Pretreatment Module20Ongoing Product Support$0.0021Ongoing Licensing Fee*Annual Licensing Fee*$0.0022Ongoing Subscription Fee*Annual Subscription Fee* FOG Subscription$4,988.0023Individual User*Estimated up to 10 Users*1 User $0.0024Submitted Report1 EA $0.0025Regulated Facilities*Current number of facilities 688*1 EA $0.0026Backflow/Cross-Connection Prevention Module27Ongoing Product Support$0.0028Ongoing Licensing Fee*Annual Licensing Fee*$0.008850 - Page 1 29Ongoing Subscription Fee*Annual Subscription Fee* Backflow - Mailing Subscription, Tester FundedNo annual cost to City of Denton for backflow software. Testers charged $12.75 per passing test submitted. SwiftComply sends custom first and second test due notices on City's behalf via mail and/or email.$0.0030Individual User*Estimated up to 10 users*1 User $0.0031Submitted Report1 EA $0.0032Regulated Facility*Estimated number of Facilites 688*1 EA $0.00**A yearly increase of 5% on subscription fees8850 - Page 2 CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) and by City of Denton Ethics Code, Ordinance 18-757. By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date &*(" %%+#&' -!"") ,")&$'#.'&% CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code § 176.003(a)(2)(A) and (B): (A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code § 176.006(a) and (a-1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. City of Denton Ethics Code Ordinance Number 18-757 Definitions: Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 &*(" %%+#&' Page1 SWIFTCOMPLY INC. MASTER SERVICES AGREEMENT THIS SWIFTCOMPLY SERVICE AGREEMENT (THE “AGREEMENT”) IS MADE AND ENTERED INTO BY AND BETWEEN SWIFTCOMPLY, INC. (“SWIFTCOMPLY”), A DELAWARE CORPORATION WITH ITS PRINCIPAL OFFICES AT 6701 KOLL CENTER PKWY SUITE 250, PLEASANTON, CA 94566 AND THE CUSTOMER IDENTIFIED BELOW ("CUSTOMER"). THE “TERMS AND CONDITIONS” ATTACHED TO THIS COVER PAGE (THE “TERMS”) SET FORTH THE GENERAL TERMS AND CONDITIONS GOVERNING USE OF THE SUBSCRIPTION SERVICE (COLLECTIVELY, WITH THIS COVER PAGE AND ANY SERVICE ORDER FORMS AND SOWS, THE “AGREEMENT”). THE AGREEMENT IS EFFECTIVE WHEN THIS COVER PAGE IS EXECUTED BY AUTHORIZED REPRESENTATIVES OF BOTH PARTIES (THE “EFFECTIVE DATE”). The ParƟes have caused their duly authorized representaƟves to execute the Agreement (incorporaƟng the Terms) as of the dates set forth below. Customer:_________________________________SwiŌComply, Inc. By (Signature):_____________________________By (Signature): ______________________________ Name (Printed):____________________________Name (Printed):_____________________________ Title: ____________________________________Title: ______________________________________ Date: ____________________________________Date: ______________________________________ ACCEPTING THE TERMS BY ACCEPTING THIS AGREEMENT, BY EXECUTING AN ORDER OR QUOTATION FORM THAT REFERENCES THIS AGREEMENT, THE CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT. IF THE CUSTOMER IS ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, THE CUSTOMER REPRESENTS THAT IT HAS THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THESE TERMS AND CONDITIONS. IF THE CUSTOMER DOES NOT HAVE SUCH AUTHORITY, OR THE CUSTOMER DOES NOT AGREE WITH THESE TERMS AND CONDITIONS, THE CUSTOMER MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICES. TERMS AND CONDITIONS 1. DeﬁniƟons 1.1.“Account” means an access point for the SwiŌComply Service that requires registraƟon by the Customer. 1.2.“Customer Data” means any data provided to SwiŌComply by or on behalf of Customer or any data entered or uploaded into the SwiŌComply Service by or on behalf of Customer, including SensiƟve Data entered or provided by Customer. Customer Data speciﬁcally excludes SwiŌComply Aggregated Data as well as any anonymized, customized, modiﬁed or derivaƟve works related to the Customer Data. ExhibitH #(& "")!#$ "% '*"% '*#"'#" %"&!* Page2 1.3.“Customer State” means the state, commonwealth or territory in which the Customer is located. 1.4.“Customer Web Site” means any website owned and operated by Customer. 1.5. "Delinquent Account" means an Account for which payment has not been received by SwiŌComply within the payment period speciﬁed in the applicable Service Order or this Agreement. 1.6.“DocumentaƟon” means any accompanying proprietary documentaƟon made available to Customer by SwiŌComply for use with the SwiŌComply Service, including any documentaƟon available online or otherwise. 1.7. "DownƟme" means any period during which the SwiŌComply Service is not available to Customer, excluding (a) scheduled maintenance of which SwiŌComply has given at least 24 hours' noƟce and (b) unavailability due to circumstances beyond SwiŌComply’s reasonable control. 1.8.“SensiƟve Data” means any Customer Data that is considered sensiƟve or conﬁdenƟal under applicable law or internal Customer policies, including but not limited to Social Security numbers, personal ﬁnancial informaƟon, protected health informaƟon under HIPAA, or any data classiﬁed as sensiƟve personal informaƟon under relevant data protecƟon laws. 1.9. “SoŌware“ means the object code and/or other executable code which are material elements of the SwiŌComply Modules and SwiŌComply Service. 1.10. "SubscripƟon Term" means the duraƟon for which the Customer has subscribed to the SwiŌComply Service as speciﬁed in the applicable Service Order, including any renewals thereof. 1.11. "Support" means the technical and customer service assistance provided by SwiŌComply in accordance with its standard support policies or as speciﬁed in the applicable Service Order. 1.12.“SwiŌComply Aggregated Data” is deﬁned in SecƟon 13.2. 1.13.“SwiŌComply API” means an applicaƟon programming interface that provides access to speciﬁed content and funcƟonality within certain SwiŌComply Modules. 1.14.“SwiŌComply Modules” means collecƟvely all of the web applicaƟons hosted by SwiŌComply and available via the SwiŌComply Service, including but not limited to: “SwiŌComply Backﬂow”, “SwiŌComply Reclaimed Water”, “SwiŌComply Pretreatment”, “SwiŌComply FOG”, “SwiŌComply Stormwater”, “SwiŌComply Forms”, and “SwiŌComply MulƟ-Modules.” 1.15.“SwiŌComply Service” means the complete set of SwiŌComply soŌware and related materials including but not limited to the SwiŌComply Modules, SwiŌComply Aggregated Data, SwiŌComply Websites, the DocumentaƟon and the SoŌware. 1.16.“SwiŌComply Web Site” means the websites owned and operated by SwiŌComply and made available at the following URL: hƩp://customer.swiŌcomply.com, hƩps://customer.c3swiŌ.com/, and/or any successor site(s). 1.17. "User" means an individual authorized by Customer to access and use the SwiŌComply Service under Customer’s Account, subject to the limitaƟons set forth in this Agreement. #(& "")!#$ Page3 2. Purchased Services 2.1. Provision of Purchased Services SwiŌComply shall provide to the Customer the SwiŌ Comply Service that is ordered by the Customer (“Purchased Services”) on SwiŌComply’s invoice or quotaƟon form (each a “Service Order”) during a SubscripƟon Term (as deﬁned below), aƩached hereto as Appendix A. 2.2. SubscripƟon License Unless otherwise stated in the applicable Service Order, the Purchased Services are purchased as a subscripƟon license (the “SubscripƟon”) and non-transferrable to a third party. 3. SWIFTCOMPLY’S RESPONSIBILITIES 3.1. Provision of Service So long as Customer has not breached this Agreement, SwiŌComply will use commercially reasonable efforts to make the Purchased Service available to the Customer 24 hours per day, 7 days per week, except for planned downƟme of which SwiŌComply shall provide at least 24 hours noƟce via the Purchased Service and scheduled to the extent pracƟcable during the weekend hours between 6 pm Friday and 3 am Monday Paciﬁc Time. Any unavailability caused by circumstances beyond SwiŌComply’s reasonable control including but not limited to the malfuncƟon of equipment, acts of God, act of government, ﬂood, ﬁre, earthquake, civil unrest, act of terror (collecƟvely, “Force Majeure”), or the acƟviƟes of third parƟes not under SwiŌComply’s control (including Internet and other service providers) is not the responsibility of SwiŌComply. SwiŌComply will make reasonable efforts to reduce to a minimum and miƟgate the effect of anyForce Majeure. SwiŌComply has no liability whatsoever for any loss, damage, or inconvenience caused by Customer’s inability to access or use the Purchased Services during any downƟme or disconƟnuance of the Purchased Services. Nothing in this Agreement will be construed to obligate SwiŌComply to maintain and support the Purchased Services. SwiŌComply reserves the right to enhance, update, and make changes (which changes could add or remove features or funcƟonality) to the SwiŌComply Services and to rollout such enhancements, updates, and changes to Customer at any Ɵme in connecƟon with SwiŌComply making such enhancements, updates, and changes commercially available to SwiŌComply’s other like customers. SwiŌComply has made no promises or guarantees with respect to delivery of any future features or funcƟonaliƟes. Any discussions of any future features or funcƟonaliƟes, either prior to or following the agreement to this Agreement, are for informaƟonal purposes only, and SwiŌComply has no obligaƟon to provide any such features or funcƟonaliƟes. 3.2. Customer Data Customer represents and warrantsthat it has obtained all data subjects’ consent or otherwise has the full legal right necessary to provide the Customer Data to SwiŌComply for SwiŌComply’s use as contemplated by this Agreement. Customer acknowledges that SwiŌComply shall have no legal liability for its use and/or the display of the Customer Data as contemplated by this Agreement. Customer Data shall remain the property of Customer, and Customer hereby grants SwiŌComply a limited, perpetual, worldwide, irrevocable and royalty-free right to use, copy, modify, access, process, compile, and display the Customer Data within any SwiŌComply Module(s) and for the purpose of providing the SwiŌComply Service. #(& "")!#$ Page4 3.3. SoŌware UpƟme Agreement SwiŌComply endeavours to provide 99.9% upƟme with respect to the Purchased Services in each calendar month during the Term, excluding: (a)any scheduled maintenance Ɵmes; (b) factors outside SwiŌComply’s reasonable control; and (c) downƟme related to the Customer’s or third party’s hardware, soŌware or services. If in any calendar month this upƟme commitment is not met by SwiŌComply and the Customer was materially impacted from a resulƟng disrupƟon to the Purchased Services as determined in SwiŌComply’s sole discreƟon acƟng reasonably, SwiŌComply shall provide, as the sole and exclusive remedy, a service credit equal to 25% of one month’s fee for the use of the Purchased Service (the “Credit”). 3.4. Service Level Agreement There are several ways to get support for using SwiŌComply, including online knowledge base, technical support, services support, and community support opƟons. The Customer Success team technical and consulƟng support is available during its regular business hours on weekdays that are not legal American holidays. Regular business hours are listed below: >> 7:00 am EST unƟl 8:00 pm EST The following targets will be used for response to support requests during acƟve business hours: Severity IniƟal Response ResoluƟon Updates CriƟcal 1 hour Work conƟnuously Every business day High 2 hours As soon as possible Every other business day Medium 4 hours Reasonable effort Weekly Low Following business day Reasonable effort As appropriate Severity indicators are deﬁned as follows: >> CriƟcal - SwiŌComply ProducƟon Environment is down and no workaround is available. >> High - Major funcƟonality is impacted or signiﬁcantly degraded;. No workaround is available. >> Medium -ParƟal or non-criƟcal loss of funcƟonality; workaround available. >> Low - General quesƟons, documentaƟon help, or feature requests. Updates will conƟnue unƟl the issue is resolved or there is a workaround in place. SwiŌComply aims to resolve all issues expediƟously, but when an issue is difficult to solve and takes longer than one business day, SwiŌComply will provide updates on its progress according to the schedule listed above. 4. CUSTOMER’S USE OF THE SERVICE 4.1. Service Access Subject to the terms and condiƟons of this Agreement and as speciﬁcally set forth in the applicable SwiŌComply Service #(& "")!#$ Page5 Order(s), SwiŌComply grants Customer a limited, revocable, non-exclusive, non-transferable, non-distributable, worldwide license during the SubscripƟon Term to uƟlize the Purchased Service for the following funcƟonality: ●Content Delivery: Customer may integrate, link and publish applicable public-facing content from the applicable SwiŌComply Modules within one or more Customer Web Site(s); ●ApplicaƟon Access: Customer may access the SwiŌComply Modules via Customer’s Account to uƟlize the funcƟonality provided within such SwiŌComply Modules; and ●API Access: Customer may access the SwiŌComply API to share data from the SwiŌComply Modules within one or more Customer(s) database(s). 4.2. Authorized Users The Customer agrees to maintain authorized users purchased under the SubscripƟon as stated in the Service Order. Only the Customer or persons or enƟƟes that have access to an Account through a username and password for the Account (each a “User” and collecƟvely, the “Users”) may use the Account. 4.3. Email and NoƟces At the Ɵme of ordering the Purchased Service from SwiŌComply, the Customer shall idenƟfy the administrator(s) responsible for the Accounts (each an “Administrator”). The Customer agrees to provide SwiŌComply with the Administrator’s contact informaƟon including e-mail address. By providing the Administrator’s e-mail address, the Customer agrees to receive all required noƟces electronically to the Administrator’s e-mail address. The Administrator shall be responsibleon behalf of the Customer for managing the Accounts, maintaining all User informaƟon, and the Purchased Services used by the Customer. It is the Customer’s sole responsibility to noƟfy SwiŌComply if the Customer changes or intends to change its Administrator(s). 4.4. Users: Passwords, Access, Data Usage, and NoƟﬁcaƟons Customer shall protect its passwords and take full responsibility for Customer’s own, as well as any third-party, use of the Customer Account(s). Customer is solely responsible for any and all acƟviƟes that occur under such Customer’s Account(s), except for any acƟviƟes performed by SwiŌComply as set forth herein. Customer agrees to noƟfy SwiŌComply immediately upon learning of any unauthorized use of Customer’s Account(s) or any other breach of security. From Ɵme to Ɵme, SwiŌComply’s support staff may log in to the Customer’s Account(s) in order to maintain or improve the Purchased Service, including providing Customer assistance with technical or billing issues. Customer hereby acknowledges and consents to such access. Customer shall use commercially reasonable efforts to prevent unauthorized access to or use of the Purchased Service and shall promptly noƟfy SwiŌComply of such unauthorized access or loss/theŌ of any of its Users’ login informaƟon. Customer represents and warrants that Customer shall not provide or enter SensiƟve Data to be displayed in any publicly available element of the SwiŌComply Service. To the extent that Customer enters or uploads any SensiƟve Data into the SwiŌComply Service, Customer shall assume full responsibility for the disclosure of such SensiƟve Data. SwiŌComply is under no obligaƟon to review and/or verify whether or not Customer Data includes SensiƟve Data. The Customer will be responsible for all electronic communicaƟons generated through the Purchased Service, including, but not limited to, Account registraƟon and noƟces. The Customer is only enƟtled to access and use the Purchased Service and the Account for lawful purposes. Customer represents and warrants that (i) Customer will not use the Purchased Services for any illegal or unauthorized purpose and (ii) Customer’s use of the Purchased Services will not violate any applicable law or regulaƟon. #(& "")!#$ Page6 4.5. RestricƟons The Customer is responsible and liable for all acƟviƟes conducted under its’ Users’ Accounts and ensuring their Users’ compliance with this Agreement. The Customer shall not: (a) permit concurrent use of a single User Account, or Ɵme-sharing of the Purchased Service; (b) post or transmit any Customer Data that contains viruses, worms, Ɵme bombs, Trojan horses or any othercontaminaƟng, corrupƟng or destrucƟve features, or use the Purchased Service in an irresponsible manner that interferes with the proper working and normal operaƟon of the Purchased Service, or detrimentally interferes with personal informaƟon or property of another; (c) use any informaƟon obtained from the SwiŌComply Services in a manner that is illegal, harassing, hateful, harmful, defamatory, obscene, bullying, abusive, discriminatory, threatening to any person or group, sexually explicit, false, inaccurate, deceiƞul, or misleading; (d) make improper use of SwiŌComply’s support services or submit false reports of abuse or misconduct; (e) engage in any automated use of the SwiŌComply Services, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extracƟon tools; (f) harass, annoy, inƟmidate, or threaten any of SwiŌComply’s employees or agents engaged in providing any porƟon of the SwiŌComply Services to Customer; (g) copy, modify, create a derivaƟve work of, reverse engineer, reverse assemble, disassemble, decompile or otherwiseaƩempt to extract the source code or modify the Purchased Service in any manner or form; or (h) transfer, sell, lease, rent, sublicense, resell or assign, in any way, all or a porƟon of, the Account and/or thePurchased Service to any third party (other than Users in accordance with SecƟon 5.2). For clarity, the Customer receives no right or license to any source code to the SwiŌComply Service hereunder. This SecƟon shall survive any terminaƟon or expiraƟon of this Agreement. 5. INTELLECTUAL PROPERTY 5.1. General Both ParƟes may only use the other Party’s intellectual property as expressly set forth herein. Nothing in this Agreement shall be construed in any manner to affect or modify either Party’s ownership rights in any pre-exisƟng or future works, trademarks, copyrights or technologies developed or created by either Party, including, without limitaƟon, their respecƟve proprietary soŌware used in connecƟon with the development and provision of their respecƟve Websites, databases, systems, products and/or services. Unless speciﬁcally agreed by the ParƟes in wriƟng, all intellectual property, including without limitaƟon informaƟon that could become the subject of a patent, copyright or trade secret, developed by a Party in the context of performing its obligaƟons under this Agreement shall be exclusively owned by that Party and the other Party shall cooperate with any reasonable requests to execute documents conﬁrming such ownership. #(& "")!#$ Page7 5.2. Proprietary Rights NoƟce The SwiŌComply Service and all intellectual property rights in the SwiŌComply Service are, and shall remain, the property of SwiŌComply. All rights in and to the SwiŌComply Service not expressly granted to Customer in this Agreement are hereby expressly reserved and retained by SwiŌComply without restricƟon, including, without limitaƟon, SwiŌComply’s right to sole ownership of the SwiŌComply API, SwiŌComply Modules, SwiŌComply Aggregated Data, SwiŌComply Websites, DocumentaƟon and SoŌware. Without limiƟng the generality of the foregoing, Customer agrees not to (and to not allow any third party to): (a) sublicense, copy, distribute, rent, lease, lend or use the SwiŌComply Service outside of the scope of the license granted herein or make the SwiŌComply Service available to any third party or use the SwiŌComply Service on a service bureau Ɵme sharing basis; (b) copy, modify, adapt, alter, translate, prepare derivaƟve works from, reverse engineer, disassemble, or decompile the SwiŌComply Service or otherwise aƩempt to discover or reconstruct any source code, underlying ideas, algorithms, ﬁle formats, program interfaces or other trade secrets related to the SwiŌComply Service; (c) use the trademarks, trade names, service marks, logos, domain names and other disƟncƟve brand features or any copyright or other proprietary rights associated with the SwiŌComply Service for any purpose without the express wriƩen consent of SwiŌComply; (d) register, aƩempt to register, or assist anyone else to register any trademark, trade name, service marks, logos, domain names and other disƟncƟve brand features, copyrights or other proprietary rights associated with SwiŌComply other than in the name of SwiŌComply; or (e) modify, remove, obscure, or alter any noƟce of copyright, trademark, or other proprietary right or legend appearing in or on any item included with the SwiŌComply Service; (f) build a commercial product or service using similar ideas, features, funcƟons, or graphics of the SwiŌComply Services or that is otherwise compeƟƟve with the Purchased Services; or (g) do anything prohibited under SecƟon 4.5. If the use of the SwiŌComply Service is being purchased by or on behalf of the U.S. Government or by a U.S. Government prime contractor or subcontractor (at any Ɵer), in accordance with 48 C.F.R. 227.7202-4 (for Department of Defense (DOD) acquisiƟons) and 48 C.F.R. 2.101 and 12.212 (for non- DOD acquisiƟons), the Government’s rights in the SwiŌComply Service, including its rights to use, modify, reproduce, release, perform, display or disclose any elements of the SwiŌComply Service, will be subject in all respects to the commercial license rights and restricƟons provided in this Agreement. This SecƟon shall survive any terminaƟon or expiraƟon of this Agreement. 5.3. Customer Feedback The Customer acknowledges that any ideas, suggesƟons, concepts, processes or techniques that it provides to SwiŌComply related to the SwiŌComply Services or SwiŌComply’s business (the “Feedback”) shall become SwiŌComply’s property without any compensaƟon or other consideraƟon payable to the Customer by SwiŌComply, and the Customer does so of its own free will and voliƟon. SwiŌComply may or may not, in its sole discreƟon, use or incorporate the Feedback, in whatever form or derivaƟve that SwiŌComply may decide, into the SwiŌComply Service, documentaƟon, business or other products. The Customer hereby assigns all rights on a worldwide, exclusive basis in perpetuity to SwiŌComply in any Feedback and, as applicable, waives any moral rights to the Feedback. This SecƟon shall survive any terminaƟon or expiraƟon of this Agreement. #(& "")!#$ Page8 6. PURCHASED SERVICES AND PAYMENT 6.1.Term of Agreement Reserved. 6.2.Term of SubscripƟons and Renewal Reserved. 6.3.Service Fees Reserved. 6.4.Invoicing and Payment Reserved. 6.5.Applicable Taxes, DuƟes and Tariffs Reserved. 7. TERMINATION AND SUSPENSION 7.1. SwiŌComply’s Right to Suspend the Account Without limiƟng any other remedies, SwiŌComply reserves the right to immediately suspend the Customer’s Account and access to and use of the Purchased Service under the following condiƟons: ●The Account becomes a Delinquent Account; or ●SwiŌComply reasonably concludes that the Account is being used to engage in denial service aƩacks, spamming, or illegal acƟvity, and/or use of the Account is causing immediate, material and/or ongoing harm to SwiŌComply and others. In the extraordinary event that SwiŌComply suspends the Customer’s access to the Purchased Service, SwiŌComply will use commercially reasonable efforts to limit the suspension to the offending porƟon of the Purchased Service and resolve the issues causing the suspension of the Purchased Service. SwiŌComply shall be under no obligaƟon to compensate Customer for any losses or adverse results that are due to the suspension of Customer’s or a User’s access to the Purchased Services or its Accounts in accordance with this SecƟon 8.1. 7.2.Reserved. 7.3.Reserved. 7.4. Handling of Customer Data Upon TerminaƟon EffecƟve upon cancellaƟon of the Account, SwiŌComply may deacƟvate the Account and be enƟtled to delete the Account and the Customer Data from the Purchased Service on the date the SubscripƟon Term expires. The Customer further agrees that SwiŌComply shall not be liable to the Customer nor to any third party for any terminaƟon of the Customer’s access to the Purchased Service or deleƟon of the Customer Data, provided that SwiŌComply is in compliance with the terms of this SecƟon 7.4. It is the responsibility of the Customer to obtain a full data export, screen captures and download all necessary reports and any other Customer data, should the Customer wish to keep the data. Customer shall cease use of the SwiŌComply Service and shall remove all links from the Customer Web Site(s) to any content provided by the SwiŌComply Modules. Any outstanding fees shall become immediately due and payable, and terminaƟon of this Agreement shall not relieve Customer from its obligaƟon to pay to SwiŌComply any such fees. #(& "")!#$ Page9 8. PRICE AND SERVICE CHANGES 8.1. Professional Services Fees SwiŌComply shall provide the professional service as deﬁned in the Scope of Work (“SOW”), Appendix B, in a professional manner, consistent with industry standards. Unless otherwise agreed upon by both ParƟes, or as the result of a delay on the part of SwiŌComply, the obligaƟon to provide professional services to the Customer expires the earlier of: 1) compleƟon of the professional services described in the SOW 2) 12 months from the effecƟve date of the relevant Service Order AddiƟonal professional services required as a result of add-on feature purchases or as a result of implementaƟon delays outside SwiŌComply’s control will require a subsequent Change Order which will outline fees and services required. 8.2.Travel Costs Unless noted otherwise, this quotaƟon does not include any travel, lodging, or on-site expenses. If such travel is required and subsequently authorized, SwiŌComply’s standard travel and per diem rates shall apply. SwiŌComply must receive pre- approval from Customer prior to incurring travel costs. Air travel, rental car (with associated fuel and parking costs), and lodging costs shall be reimbursed at cost. SwiŌComply is not responsible for unpredictable (including commercial airline travel) delays which may increase travel cost. 9.ConﬁdenƟality Subject to any applicable open public records laws in the Customer State, each Party will keep the speciﬁc terms of this Agreement conﬁdenƟal, including the contents of the schedules and exhibits, and not disclose any porƟon of them to any third party (other than to its aƩorneys, accountants, advisors and potenƟal investors who are bound to keep such informaƟon conﬁdenƟal) without the other Party’s prior wriƩen consent, except as required by law, including but not limited to open public record laws. In addiƟon, in connecƟon with the negoƟaƟon and performance of this Agreement, a Party (the “Receiving Party”) may receive informaƟon from the other Party (the “Disclosing Party”) which is conﬁdenƟal or proprietary in nature, including without limitaƟon informaƟon about a Party’s products, systems and services (“ConﬁdenƟal InformaƟon”). The Receiving Party agrees that, during the term of this Agreement and for a period of three (3) years thereaŌer, it will keep the ConﬁdenƟal InformaƟon in strictest conﬁdence and protect such ConﬁdenƟal InformaƟon by similar security measures as it takes to protect its own ConﬁdenƟal InformaƟon of a similar nature, but in no event shall the Receiving Party take less than reasonable care with the ConﬁdenƟal InformaƟon of the Disclosing Party. The Receiving Party also agrees that it will not use any ConﬁdenƟal InformaƟon for any purpose other than in connecƟon with the performance of its obligaƟons under this Agreement. The term “ConﬁdenƟal InformaƟon” shall not include informaƟon which A) is or becomes generally available to the public without breach of this Agreement, B) is in the possession of the Receiving Party prior to its disclosure by the Disclosing Party, C) becomes available from a third party not in breach of any obligaƟons of conﬁdenƟality, or D) is independently developed by the Receiving Party. In the event the Receiving Party is required by law and/or a valid court order or subpoena to disclose any porƟon of ConﬁdenƟal InformaƟon of the Disclosing Party, such disclosure shall not be a breach of this Agreement provided that the Receiving Party gives the Disclosing Party prior wriƩen noƟce of such disclosure requirement, cooperates fully with the Disclosing Party in seeking to obtain conﬁdenƟal treatment for such disclosure and to minimize the extent of such disclosure, and discloses only that porƟon of the ConﬁdenƟal InformaƟon that the Receiving Party is legally required to disclose. #(& "")!#$ Page10 The ParƟes recognize that the disclosure or use of a Disclosing Party’s ConﬁdenƟal InformaƟon by the Receiving Party in violaƟon of the provisions of this SecƟon 10 may cause irreparable injury to the Disclosing Party; therefore, in the event either Party breaches the provisions of this SecƟon 10, the other Party, in addiƟon to any other remedies it may have, shall be enƟtled to seek preliminary and permanent injuncƟve relief without the necessity of posƟng a bond. SwiŌComply acknowledges that the City of Denton must strictly comply with the Public Information Act, Chapter 552, Texas Government Code in responding to any request for public information related to this Agreement. This obligation supersedes any conflicting provisions of this Agreement. Any portions of such material claimed by SwiftComply 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. 10.WarranƟes 10.1. SwiŌComply WarranƟes SwiŌComply represents and warrants that: (i) the Purchased Service shall be provided in accordance with, and shall not violate applicable laws, rules or regulaƟons; and (ii) by using the Purchased Service, Customer will not violate or in any way infringe upon the personal or proprietary rights of any third party, (iii) to SwiŌComply’s knowledge, the Purchased Service does not contain any virus, worm, Trojan horse, Ɵme bomb or similar contaminaƟng or destrucƟve feature; and (iv) SwiŌComply holds all necessary rights to permit the use of the Purchased Service and all components thereof provided to Customer under this Agreement. The Customer’s sole and exclusive remedy for SwiŌComply’s breach of this warranty shall be that SwiŌComply be required to use commercially reasonable efforts to modify the Purchased Service to achieve in all material respects the funcƟonality as described in the Help DocumentaƟon and, if SwiŌComply is unable to restore such funcƟonality, the Customer shall be enƟtled to terminate this Agreement and receive a pro-rata refund of the subscripƟon fees paid under this Agreement for the SubscripƟon for the terminated porƟon of the SubscripƟon Term. 10.2. Disclaimer of Warranty SWIFTCOMPLY WARRANTS THAT THE PURCHASED SERVICE WILL BE DELIVERED IN A PROFESSIONAL AND WORKMANLIKE MANNER SUBSTANTIALLY IN ACCORDANCE WITH THE STATEMENT OF WORK SET FORTH IN THE APPLICABLE PURCHASED SERVICE ORDER AND THAT THE PURCHASED SERVICE WILL OPERATE IN ALL MATERIAL RESPECTS AS DESCRIBED IN ITS PRODUCT DESCRIPTIONS AND/OR DOCUMENTATION. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT, INCLUDING ANY APPLICABLE SWIFTCOMPLY SERVICE ORDER, SWIFTCOMPLY MAKES NO ADDITIONAL WARRANTY, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, AVAILABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, GUARANTEES, REPRESENTATIONS, PROMISES, STATEMENTS, ESTIMATES, CONDITIONS, OR OTHER INDUCEMENTS. FOR THE PURPOSES OF THIS SECTION 11.2, “SWIFTCOMPLY” INCLUDES SWIFTCOMPLY’S DIVISIONS, SUBSIDIARIES, AFFILIATES, SUCCESSORS, PARENT COMPANIES AND THEIR (INCLUDING SWIFTCOMPLY’S) EXECUTIVES, DIRECTORS, OFFICERS, ATTORNEYS, MANAGERS, EMPLOYEES, CONSULTANTS, CONTRACTORS, AGENTS, AFFILIATES, RESELLERS, THIRD PARTY PROVIDERS, MERCHANTS, LICENSORS AND THE LIKE. This SecƟon shall survive any terminaƟon or expiraƟon of this Agreement. #(& "")!#$ Page11 11.Reserved. 12.Reserved. 13.Reserved. 13.2 Reserved. 14 GENERAL 14.1 InterpretaƟon of this Agreement The term “including,” wherever used in any provision of this Agreement, means “including but without limiƟng the generality of any descripƟon preceding or succeeding such term.” Any rule of construcƟon to the effect that any ambiguity is to be resolved against the draŌing party shall not be applicable in the construcƟon or interpretaƟon of this Agreement. The division of this Agreement into secƟons/paragraphs, and the inserƟon of headings/capƟons, are for the convenience of reference only and shall not affect the construcƟon or interpretaƟon of this Agreement or be deemed a part of this Agreement. 14.2 Anonymized Data Usage SwiŌComply may collect, analyze, and aggregate data derived from the use of the SwiŌComply Service across its customer base, provided that such data is de-idenƟﬁed and does not contain any informaƟon that could reasonably be used to idenƟfy Customer or any individual (“SwiŌComply Aggregated Data”). Both during and aŌer the Term, SwiŌComply may use such SwiŌComply Aggregated Data for any lawful purpose, including to improve the SwiŌComply Service, develop new features or offerings, train internal data models, and for industry research and benchmarking purposes. SwiŌComply Aggregated Data may be processed or stored outside of SwiŌComply’s producƟon environment, provided that appropriate technical and organizaƟonal measures are implemented to maintain data conﬁdenƟality and integrity. 14.3 MarkeƟng Customer agrees that SwiŌComply may uƟlize Customer’s name solely to idenƟfy it as a SwiŌComply Customer on the SwiŌComply Web site, in client lists and other markeƟng materials. Any other uses of Customer’s name and/or logo (other than as included in the content and/or other items furnished to SwiŌComply by Customer) shall require Customer’s prior wriƩen consent. 14.4 Inurement The rights and liabiliƟes of both the Customer and SwiŌComply (collecƟvely, the “ParƟes”) under this Agreement shall bind and inure to the beneﬁt of the ParƟes’ respecƟve successors, executors, and administrators, as the case may be. 14.5 Assignment Neither Party will assign this Agreement in whole or in part to any third party without the prior wriƩen consent of the other Party; provided, however, either Party may assign this Agreement without such consent to any subsidiary or parent company of such Party or to any successor by way of any merger, consolidaƟon or other corporate reorganizaƟon of such Party or sale of all or substanƟally all of the assets of such Party or to an enƟty that assumes, by sale, license or otherwise, the business acƟviƟes that are the subject of this Agreement, provided that such subsidiary or parent company or successor assumes or is #(& "")!#$ Page12 otherwise fully bound by all of the obligaƟons of the assigning Party under this Agreement. SwiŌComply shall provide prompt wriƩen noƟce of assignment to Customer. 14.6 Governing Law This Agreement shall be governed by the applicable laws in the Customer State, without regard to conﬂict of laws rules. The United NaƟons ConvenƟon on Contracts for the InternaƟonal Sale of Goods and the Uniform Computer InformaƟon TransacƟons Act shall not apply to this Agreement. The SoŌware is controlled by U.S. Export RegulaƟons, and it may not be exported to or used by embargoed countries or individuals. 14.7 Reserved. 14.8 Severability If any provision or porƟon of this Agreement is found by a court of competent jurisdicƟon to be unenforceable, invalid, or void for any reason, the remainder of this Agreement shall conƟnue in full force and effect. 14.9 Independent Contractors Nothing in this Agreement shall be construed as creaƟng a partnership or relaƟonship of employer and employee, principal and agent, partnership or joint venture between the ParƟes. Each Party will be deemed an independent contractor at all Ɵmes and shall have no right or authority to assume or create any obligaƟon on behalf of the other Party, except as may be expressly provided herein. The Customer must not, in any way, misrepresent the Customer’s relaƟonship with SwiŌComply, aƩempt to pass itself off as SwiŌComply, or claim that the Customer is SwiŌComply. 14.10 InjuncƟon Customer and SwiŌComply acknowledge and agree that money damages are not an adequate remedy for any breach or threatened breach related to SwiŌComply’s rights or the Customer’s use of the Purchased Service beyond the rights granted to Customer in this Agreement and may not be a sufficient remedy in the event of breach by SwiŌComply of its obligaƟons hereunder. The parƟes therefore agree that in addiƟon to other remedies available hereunder, by law or otherwise, either party shall be enƟtled to an injuncƟon against any such breach by the otherr. 14.11 CooperaƟve Statement Other government or municipal organizaƟons may elect to parƟcipate in this Agreement (piggyback) at their discreƟon, provided SwiŌComply also agrees to do so. 14.12 Compliance with Laws Each Party shall comply with all applicable laws in relaƟon to its obligaƟons or performance under this Agreement. Customer speciﬁcally agrees to comply with all export control, embargo, and sancƟons laws and regulaƟons of the United States and any other applicable jurisdicƟon (the “Export Control Laws”). Customer will not violate, and will not cause SwiŌComply to violate, any Export Control Laws. Licenses or other authorizaƟons required for the transfer of goods or services will be the responsibility of Customer unless otherwise indicated in this Agreement, in which event Customer shall provide all informaƟon as may be requested by SwiŌComply to enable SwiŌComply to obtain such licenses or authorizaƟons. Each Party speciﬁcally agrees to comply with all applicable anƟ-corrupƟon laws, including the U.S. Foreign Corrupt PracƟces Act. Neither #(& "")!#$ Page13 Party nor any of its subcontractors will, directly or indirectly, provide, or offer to provide anything of value to or for the beneﬁt of any official or employee of a governmental authority to obtain or retain any contract, business opportunity, or other beneﬁt, or to inﬂuence any act or decision of that person in her/his official capacity. 14.13 NoƟces All noƟces, requests, or other communicaƟons between the ParƟes that are required or permiƩed hereunder will be in wriƟng and will be given by: (a) delivery in person or by prepaid courier service with a naƟonally recognized courier company, (b) delivery by registered or cerƟﬁed mail, postage prepaid, return receipt requested, (c) by conﬁrmed fax, or (d) email to the address and/or fax number set forth in the applicable SwiŌComply Service Order. A Party may change the street or email address or fax number to which noƟce is to be sent by giving wriƩen noƟce of such change. NoƟces will be deemed given when received as evidenced by veriﬁcaƟon from the courier company, the mail or conﬁrmaƟon of email receipt or fax conﬁrmaƟon. NoƟce to Company Any and all noƟces to SwiŌComply from the Customer must be given by in wriƟng, e-mail, ﬁrst class postal service (postage prepaid), or by pre-paid commercial courier delivered to SwiŌComply at: SwiŌComply Inc. 6701 Koll Center Pkwy, Suite 250 Pleasanton CA, 94566 email: accounts@swiŌcomply.com 15 Reserved. #(& "")!#$ Service Order Service Order 6701 Koll Center Pkwy Suite 250, Pleasanton, CA 94566 619.304.6022 -www.swiŌcomply.com Rep Name Email Phone Number Reilly Kirk Service Order # Create Date Valid UnƟl RK055 reilly.kirk@swiŌcomply.com 8/22/25 503-522-3544 10/21/25 Customer InformaƟon Customer Street Address City, St, Zip Phone City of Denton Contact Title Email Phone Jordan Wilson Billing Contact Email Phone PO # (If any) Accounts Payable 215 East McKinney Street Pretreatment Program Manager Accountspayable@cityofdenton.com Denton, TX 76205 Jordan.wilson@cityofdenton. com 940-349-8619 940-349-8200 940-349-8619 Services provided by SwiŌComply: One -Time Professional Services SKU DescripƟon Unit Price QuanƟty Total Price C-3-501 SwiŌComply Professional Services - ImplementaƟon $13,000 1 $13,000 Total One-Time Service Fees $13,000 Recurring SubscripƟon Fees SKU DescripƟon Unit Price QuanƟty Total Price C-1-303 Backﬂow - Mailing SubscripƟon, Tester funded $0 1 $0 C-1-302 FOG SubscripƟon $4,988 1 $4,988 C-1-201 Industrial Pretreatment - SubscripƟon $8,750 1 $8,750 C-1-201 Industrial Pretreatment First Year Discount -$4,594 1 -$4,594 Total SubscripƟon Fees $9,144 Billing Details & Terms Invoicing Schedule Billing Date Amount(s) Notes Invoice 1 Invoice 2 Invoice 3 Invoice 4 Invoice 5 Contract EffecƟve Date $22,144 Including Professional Services and Year 1 SaaS Renewal Date $14,425 Year 2 SaaS Renewal Date $15,146 Year 3 SaaS Renewal Date $15,903 Year 4 SaaS Renewal Date $16,699 Year 5 SaaS Billing Terms & CondiƟons Annual Increase Annual year-over-year cost increase of 5% to City paid SaaS fees Annual Fee $14.75/Event fee to be paid by Testers Acceptance and RemiƩance Customer commits to requiring backﬂow testers to submit backﬂow test reports via SwiŌComply portal. SwiŌComply will remit to the City on a quarterly basis (at a minimum amount of $10,000 otherwise rolled to the next quarter) any funds received in excess of the $14.75/test. IniƟal Term 5 Year Contract Payment Terms Due 100% on Contract EffecƟve Date (Net 30) Payment Method Any discounts stated above are conƟngent on payment being received by ACH Signatures Customer SwiŌComply ExhibitI %#& ! Signature Name Title Date Signature Name Title Date Reilly Kirk Senior Account ExecuƟve 8/22/25 General Terms & CondiƟons Taxes The Service Fees and Billing amounts set forth above in this SwiŌComply Service Order DO NOT include applicable taxes. Agreement This SwiŌComply Service Order shall become binding upon execuƟon by both ParƟes. The signature herein affirms your commitment to pay for the Service(s) ordered in accordance with the negoƟated terms set forth in this SwiŌComply Service Order. %#& ! $'" "#' Certificate Of Completion Envelope Id: FBA9689C-74E6-4D9B-A407-C3F99E166A7C Status: Completed Subject: Please DocuSign: City Council Contract 8850 Compliance Tacking Software Source Envelope: Document Pages: 48 Signatures: 9 Envelope Originator: Certificate Pages: 6 Initials: 1 Christina Dormady AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 christina.dormady@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 9/24/2025 1:13:47 PM Holder: Christina Dormady christina.dormady@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Christina Dormady christina.dormady@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 9/24/2025 1:23:47 PM Viewed: 9/24/2025 1:24:01 PM Signed: 9/24/2025 1:25:43 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Christa Christian Christa.christian@cityofdenton.com Purchasing Supervisor City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 9/24/2025 1:25:47 PM Viewed: 9/24/2025 1:51:26 PM Signed: 9/24/2025 1:54:50 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Marcella Lunn marcella.lunn@cityofdenton.com Senior Deputy City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 9/24/2025 1:54:53 PM Viewed: 9/24/2025 2:18:39 PM Signed: 9/24/2025 2:20:44 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Sefan Baerg stefan.baerg@swiftcomply.com CRO Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 24.141.87.126 Sent: 9/24/2025 2:20:48 PM Viewed: 9/24/2025 2:24:53 PM Signed: 9/24/2025 2:26:39 PM Electronic Record and Signature Disclosure: Accepted: 9/24/2025 2:24:53 PM ID: e30e38fd-cd57-4b67-ab90-f34fc608a27a Signer Events Signature Timestamp Michael Gange michael.gange@cityofdenton.com Director of Environmental Services & Sustainability Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 9/24/2025 2:26:44 PM Viewed: 9/25/2025 8:38:50 AM Signed: 9/25/2025 8:40:13 AM Electronic Record and Signature Disclosure: Accepted: 9/25/2025 8:38:50 AM ID: bed85b50-87ad-4549-be6d-50aff74416b2 Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 9/25/2025 8:40:18 AM Viewed: 11/19/2025 9:05:36 AM Signed: 11/19/2025 9:06:02 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 11/19/2025 9:06:07 AM Viewed: 11/19/2025 9:57:11 AM Signed: 11/19/2025 9:57:39 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Ingrid Rex ingrid.rex@cityofdenton.com Deputy City Secretary Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 11/19/2025 9:57:45 AM Viewed: 11/19/2025 5:00:09 PM Signed: 11/19/2025 5:00:37 PM Electronic Record and Signature Disclosure: Not Offered via Docusign In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 9/24/2025 1:25:47 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 9/25/2025 8:40:18 AM Viewed: 9/25/2025 4:09:48 PM Electronic Record and Signature Disclosure: Not Offered via Docusign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 11/19/2025 5:00:43 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Jordan Wilson Jordan.wilson@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 11/19/2025 5:00:44 PM Viewed: 11/20/2025 7:39:45 AM Electronic Record and Signature Disclosure: Accepted: 10/22/2025 8:46:07 AM ID: dbb9e65d-4728-4398-afa4-bb772ee519ed Stefan Baerg stefan.baerg@swiftcomply.com CRO Security Level: Email, Account Authentication (None) Sent: 11/19/2025 5:00:46 PM Viewed: 11/19/2025 5:16:16 PM Electronic Record and Signature Disclosure: Accepted: 9/24/2025 2:24:53 PM ID: e30e38fd-cd57-4b67-ab90-f34fc608a27a Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 9/24/2025 1:23:47 PM Envelope Updated Security Checked 9/25/2025 9:03:34 AM Certified Delivered Security Checked 11/19/2025 5:00:09 PM Signing Complete Security Checked 11/19/2025 5:00:37 PM Completed Security Checked 11/19/2025 5:00:46 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through your DocuSign, Inc. (DocuSign) Express user account. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to these terms and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of this document. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. For such copies, as long as you are an authorized user of the DocuSign system you will have the ability to download and print any documents we send to you through your DocuSign user account for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. #! !#$! " "$!!# !#"!# ! !" #! 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.