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HomeMy WebLinkAbout9117 - Contract Executed DocuSign Transmittal Coversheet File Name Purchasing Contact Docusign Envelope ID: 6D33A890-D36A-848D-802A-E5233B351E7A Ginny Brummett 9117 State Legislative Tracking System File 9117 COOPERATIVE - SERVICE CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND QUORUM ANALYTICS, INC. (File #9117) THIS CONTRACT is made and entered into this date ____________, 2026, by and between Quorum Analytics, Inc. a Delaware Coporation, whose address is 1001 G St NW STE 450, Washington, DC 20001, hereinafter referred to as "Supplier," 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 Supplier shall provide products in accordance with the Supplier’s quote, a copy of which is attached hereto and incorporated herein for all purposes as Exhibit “C”. 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) GSA Purchasing Contract #47QTCA20D00B6 with Quorum Analytics, Inc. (Exhibit “B” on file at the office of the Purchasing Agent); (c) Quorum Analytcis, Inc. Order Form, and Master Service Agreement including attachments (Exhibit “C”); (d) Form CIQ – Conflict of Interest Questionnaire (Exhibit "D") 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 agreement, 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 agreement. 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 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 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 Docusign Envelope ID: 6D33A890-D36A-848D-802A-E5233B351E7A 08/07/2026 File 9117 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 agreement. 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 agreement, 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 the 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 Sections 2252 and 2270 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 agreement, Contractor certifies that Contractor’s signature provides written verification to the City that Contractor, pursuant to Chapters 2252 and 2270, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement 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 2274, 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 agreement in the year and day first above written. Docusign Envelope ID: 6D33A890-D36A-848D-802A-E5233B351E7A File 9117 BY: SUPPLIER Quorum Analytics, Inc. _______ Authorized Signature Printed Name: ________________________ Title: ________________________________ Email Adress: _________________________ APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: ______________________________ THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. ___________________________ SIGNATURE ___________________________ TITLE ___________________________ DEPARTMENT Docusign Envelope ID: 6D33A890-D36A-848D-802A-E5233B351E7A Matt Williams CFO matt.williams@quorum.us InterimCity Manager City Manager's Office File 9117 Exhibit A Special Terms and Conditions 1. Contract Term The contract term will be one (1) year, effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. At the sole option of the City of Denton, the contract may be further extended as needed, not to exceed a total of six (6) months. 2. Total Contract Amount The contract total shall not exceed $89,000.00 Pricing shall be per Exhibit C attached. 3. Payment. In accordance with Chapter 2251 of the Texas Gov’t Code: (a) payment shall be made no later than thirty days following the later of (i) delivery of the goods or services, (ii) performance is complete, or (iii) delivery of an invoice to City; and (b) interest, if any, on past due payments shall accrue and be paid at the maximum rate allowed by law. Invoices and any required supporting documents must be presented to: City of Denton – Purchasing Department, 901 B Texas Street, Denton, TX 76201. 4. Tax Exempt. No taxes shall be included in the invoice. City is exempt from the payment of taxes and the purchase order serves as the required exemption certificate for tax exemption. The City will provide other exemption certificates or documentation confirming its tax-exempt status as requested. 5. No Excess Obligations. In the event the Agreement spans multiple fiscal years, the City’s continuing performance under the Agreement is contingent upon the appropriation of funds to fulfill the requirements of the Agreement by the City Council of the City of Denton. If the City Council of the City of Denton fails to appropriate or allot the necessary funds, City shall issue written notice to Vendor that City may terminate the Agreement without penalty, further duty, or obligation. 6. Delivery. Delivery shall be FOB Destination. 7. Public Information. City shall release information in accordance with the Texas Public Information Act, Tex. Gov’t Code Chapter 552, and other applicable law or court orders. If requested, Vendor shall make public information available to City in an electronic format, and any portions of records claimed by the Vendor to be proprietary must be clearly marked as such. 8. Insurance. City is insured for general liability insurance under a self-insurance program covering its limits of liability. The parties agree that such self-insurance by City shall, without further requirement, satisfy all insurance obligations of City under the Agreement. Docusign Envelope ID: 6D33A890-D36A-848D-802A-E5233B351E7A File 9117 9. Indemnity. The Vendor shall indemnify and save and hold harmless the City and its officers, OFFICIALS, agents, and employees from and against any and all liability, claims, demands, damages, losses, and expenses, including, but not limited to court costs and reasonable attorney fees ASSERTED AGAINST OR incurred by CITY, and including, without limitation, damages for bodily and personal injury, death and property damage, resulting from the negligent acts or omissions of the Vendor or its officers, shareholders, agents, or employees INCIDENTal TO, RELATEd TO, AND in the execution, operation, or performance of thE Agreement. Nothing in this Addendum shall be construed to create a liability to any person who is not a party to this Addendum, and nothing herein shall waive any of the parties’ defenses, both at law or equity, to any claim, cause of action, or litigation filed by anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby expressly reserved. 10. Limitations. City is subject to constitutional and statutory limitations on its ability to enter into certain terms and conditions of the Agreement, which may include those terms and conditions relating to: liens on City property; disclaimers and limitations of warranties; disclaimers and limitation of liability for damages; waivers, disclaimers, and limitation on litigation or settlement to another party; liability for acts or omissions of third parties; payment of attorney’s fees; dispute resolution; and indemnities. Terms and conditions relating to these limitations will not be binding on City, except to the extent not prohibited by the Constitution and the laws of the State of Texas. Docusign Envelope ID: 6D33A890-D36A-848D-802A-E5233B351E7A File 9117 Exhibit B City of Denton’s File #9117 One file at the Office of the Purchasing Agent Docusign Envelope ID: 6D33A890-D36A-848D-802A-E5233B351E7A File 9117 Exhibit C Quorum Analytics, Inc. Master Service Agreement and Order Form QUORUM MASTER SERVICES AGREEMENT This Master Services Agreement (“Agreement”) is between Quorum Analytics, LLC, a Delaware limited liability company doing business at 1001 G Street NW, Suite 450 Washington, DC 20001, together with its Affiliates (collectively, “Quorum”), and the entity signed below (“Client”), each of which is a Party and together the Parties. The Effective Date of this Agreement is the date on which the last Party signs, and the Effective Date of each Order hereunder is the date on which the last Party signs that respective Order. 1. ORDERS AND SERVICES a. Orders. The Parties, or in the case of Client, its Affiliates as applicable, may enter into one or more ordering documents under this Agreement. Each ordering document, which may be titled an Order Form, Service Order, Statement of Work, or other title, together with all its exhibits, appendices, or other attachments, and the applicable Agreement, will be an “Order.” b. Services. “Services” shall collectively refer to all the services provided by Quorum under this Agreement. “Software Services” means Quorum’s provision and management of the software-as-a-service products described in an applicable Order (collectively, the “System”), accessed via individual internet login credentials (“User Access Credentials”) provided to a User by Quorum, or, where applicable, accessed by a Landing Page User. Services may include the types of services as listed in Appendix A, as well as any Managed Services as outlined by an applicable Order. c. Scope and Applicability of Terms. This Agreement contains terms and conditions that apply to multiple product lines offered by Quorum. Each product line may have its own product-specific addendum, which will detail any additional or modified terms specific to that product. The product-specific addendums you receive as part of your contract shall indicate terms and conditions of the Agreement that additionally apply to the product(s) you are purchasing. Please note that while certain terms and conditions in this Agreement may not apply to your current purchase, they may become relevant if you purchase other products or services from Quorum in the future. By accepting this Agreement, you acknowledge and agree that the applicability of specific provisions will be clarified by the product-specific addendums included in your contract. 2. ACCESS AND LICENSING a. Access License & Access Details. Subject to the other terms and restrictions of this Agreement, Quorum grants Client a non-exclusive, worldwide, royalty-free right and license to, during the Term: (i), access the System using User Access Credentials; (ii) view the Documentation; (iii) use the functionality of the System included in the Order; (iv) download, copy, and distribute to Client personnel and contractors Output as reasonably necessary to carry out Client’s internal business purposes; (v) display limited portions of Quorum Content or Output that displays Quorum Content to Landing Page Users as reasonably necessary to facilitate Landing Page Users’ effective use of Grassroots or Stakeholder Engagement Tools on any Landing Page; (vi) download, process, create derivative works from, and publicly display Output that displays Content, so long as neither Official Contact Information nor News Content is publicly displayed. b. Users. A “User” is an individual who is authorized under the Agreement and an applicable Order to receive access to the System. Each User shall obtain User Access Credentials to gain access to their account. Quorum shall allow the issue of User Access Credentials for up to the number of Users authorized under an Order. User Access Credentials may not be shared among multiple parties; shared access is considered a material violation of this Agreement. In the event a given party no longer needs access to the System, Client shall have the right to reallocate User Access Credentials to a new individual, so long as the maximum number of Users set forth on an Order is not exceeded and any other restriction on who may qualify as a User as described in the Order and under this Agreement is honored. Except as expressly set forth in an Order or Addendum, Users may only be employees of Client engaged in work for the specific teams or divisions described in an Order. c. System Monitoring. Quorum reserves the right to monitor any use of the System for compliance with the obligations of this Agreement and may, after providing Customer notice and a reasonable oopportunity to cure the issue, suspend access to the System or a portion thereof in the event it Docusign Envelope ID: 6D33A890-D36A-848D-802A-E5233B351E7A File 9117 reasonably believes that the use of the System is in violation of Section 5 (Restrictions and Prohibited Use), violates Applicable Law, or threatens the functionality of the System or the ability of Quorum’s other customers to use the System. In the event of such suspension, Quorum will provide notice of the suspension and provide the opportunity to cure the issue; if such issue is not cured within thirty (30) days, Quorum may terminate the applicable Order for cause in accordance with this Agreement. d. Evaluation/Beta Use License. If any User receives access to features, functionality, or separate User Access Credentials as part of as part of a proof of concept, beta, trial, or evaluation, as identified by Quorum in a separate writing (any of which will be a “Beta Use”), such Beta Use will be subject to this Section 2(d) license in lieu of any other license granted hereunder. Use of a Beta Use product or feature by Client is entirely optional and at Client’s discretion. Subject to the specifications, limitations, and restrictions of the applicable Beta Use as may be separately communicated by Quorum, Quorum grants User a limited, non-exclusive, non-sublicensable, royalty-free license to engage in the Beta Use and use any available functionality therein solely for internal evaluation and for purposes of providing Feedback on the Beta Use to Quorum. Beta Use is granted upon Quorum’s sole discretion and may be terminated at any time for any reason. In the event a Beta Use is provided it shall be free of charge unless Quorum explicitly states, and Client agrees, otherwise. Features and functionality available in a Beta Use may be inoperable, incomplete, and may never become part of the System on a non-beta basis. Any Beta Use and feature or functionality included therein is Quorum’s Confidential Information. Notwithstanding anything to the contrary in this Agreement, Quorum makes no warranty of any kind, provides no indemnification, provides no service level standards, and no support for any Beta Use; Quorum’s aggregate liability limit for any liability arising from a Beta Use will not exceed $100. e. Modifications. Quorum retains the right to make substantive changes or modifications to our Services at any time without reducing or materially diminishing the functionality of the Services. In the event that Quorum decides to discontinue a product, Quorum will offer a materially similar product to fulfill the remaining term of the Client's contract and assist with any necessary training or customer success efforts related to the transition. f. Artificial Intelligence & Machine Learning. The System contains various Artificial Intelligence (“AI”) features. These features may be used to help Users efficiently review and analyze Quorum Content in the System. Quorum’s AI features are clearly labeled in the System and can be used or not used at Client (or its User’s) discretion. Only the information that a User specifically inputs into an AI feature will be subject to AI processing. No Client Content is released to open internet AI models for training purposes. Quorum does not, and will not, mix any Client or other customer data to train our AI models. If Client elects to opt-out of AI features including Copilot at any point they may reach out to Quorum Customer Support for assistance. Further information as to how Quorum uses Artificial Intelligence can be found in the Quorum Technical Details document. 3. INTELLECTUAL PROPERTY. a. Ownership. i. Quorum. All rights, title, and interest in and to the System, including but not limited to the software, code, algorithms, user interface designs, documentation, trademarks, trade secrets, and any enhancements, modifications, or updates thereto, are and shall remain the sole and exclusive property of Quorum. This includes any Quorum Content and intellectual property developed during the term of this Agreement, whether at the request or suggestion of the customer or otherwise. "Quorum Content” is defined as any data or information provided, published, and/or displayed through the System that is not Client Content. Quorum Content includes information that Quorum creates, generates, aggregates, derives, or licenses, including but not limited to legislative information, news content, demographic and contact information for government officials and staffers, agenda information, event information, and Outputs. ii. Client. All rights, title, and interest in and to the data provided by the Client, its Users, or its Landing Page Users and uploaded to the System (“Client Content”) remain the sole property of the Client. The Client grants Quorum a non-exclusive, royalty-free, worldwide license to use, process, store, and transmit the Client Content solely for the purposes of providing the services described in this Agreement. iii. “Content” encompasses both Client Content and Quorum Content, as applicable to the context. b. Feedback. By providing any information, comments, or feedback about the Services generally, or any particular feature or functionality of the System that does not uniquely concern Client or Client Content, or by interacting with, and/or rating the effectiveness or accuracy of System features (collectively, providing "Feedback") Client grants Quorum, without charge, the right to use, share, apply, and commercialize such Feedback so long as nothing in this grant will be deemed to grant Quorum an Docusign Envelope ID: 6D33A890-D36A-848D-802A-E5233B351E7A File 9117 additional license to any Client Confidential Information, patents, copyrights, or other intellectual property, absent an express written grant from Client. All Feedback provided by Client is provided as-is without any express or implied warranties. c. Output. All materials, outputs, or derivative works generated, created, or derived from the use of the System, including but not limited to data, reports, visualizations, and analyses (“Outputs”), shall be the sole and exclusive property of Quorum. For clarity, this clause does not transfer ownership of any Client Content; Quorum acknowledges and agrees that Client Content remains the property of the Client. Subject to the terms of this Agreement, Quorum grants Client a limited, non-transferable, and revocable license to use the Outputs solely for Client’s internal business purposes during the term of this Agreement. Additionally, to the extent any Output only displays Client Content, or the results of applying Derived Analytics only to Client Content, Client shall have all right and title to such Output and is the sole owner of such Output. d. Use to Provide Services. Subject to the restrictions and limitations of this Agreement and the applicable Order, Client grants to Quorum a royalty-free, non-exclusive, worldwide license, during the Term of any applicable Order, to process, use, copy, reformat, index, aggregate, modify, display, and distribute Client Content, including Trademark Material, solely as reasonably necessary to provide and support the Services to Client and as instructed or requested by Users and Landing Page Users through their use of the System. e. Usage Data and Anonymized Data. Subject to the other requirements of this Agreement, Quorum may collect, use, and analyze system interactions and inputs related to Client’s use of the Services to create, generate, and derive information including metadata about Users' and Landing Page Users’ use of the System; such information is "Usage Data". Quorum may use and disclose Usage Data to its personnel and its Subprocessors for internal business purposes to (i) monitor, enhance, and improve its products and services and (ii) provide customer success, customer support, and customer account executive services to its customers including Client so long as no other customer receives the Client Usage Data or any underlying Client Content. Additionally, Quorum may aggregate, analyze, and derive anonymized statistical information from Usage Data ("Anonymized Data"). Such Anonymized Data may be publicly disclosed or distributed so long as neither Client’s, nor its Users', nor its Landing Page Users’ identity can reasonably be publicly determined from the Anonymized Data and so long as the de-anonymized Usage Data is never publicly disclosed. The license to use and disclose Usage Data and Anonymized Data shall survive termination of the Agreement. f. Reservation of Rights. Each Party has no right, title, or interest in the other’s Content or Confidential Information except those rights expressly licensed or granted under this Agreement or an applicable Order. There shall be no licenses or rights implied under this Agreement or any Order based on any course of conduct, or any other construction or interpretation thereof. All rights and licenses not expressly granted are hereby reserved. 4. PUBLICITY. Client grants to Quorum the right to use Client’s name, logo and/or other marks for the sole purpose of identifying Client as a customer of Quorum. All other media releases, public announcements, and public disclosures related to Parties, this Agreement, or its subject matter shall be coordinated in advance by Parties’ mutually written agreement. No compensation will be paid with respect to Quorum’s use of Client’s name and/or trademarks under this grant. 5. RESTRICTIONS AND PROHIBITED USE. Client may not, and may not allow any third party to: (i) duplicate, publish, display, distribute, modify, sell or create derivative works from the System, Quorum Content, or Documentation, except as specifically allowed in Section 2 (Access and Licensing) of this Agreement; (ii) reverse engineer, decompile, disassemble, or try to discover the object code or source code of the System; (iii) engage in any prohibited use as outlined in this Agreement; (iv) submit any Quorum Content to artificial intelligence processing that exposes the content to an open internet model or uses the content to train an open internet model; (v) submit any data to the System that is considered Personal Health Information under the Health Information Portability and Accessibility Act ("HIPAA"); (vi) submit any credit, debit, or other payment card data subject to the Payment Card Industry Data Security Standards ("PCI DSS"), unless an Order includes Payment Processing and the data is required for that functionality; (vii) use the Services in any way that violates this Agreement, applicable laws, or licenses, including such use by Client, its Users, or Landing Page Users; (viii) use the Services for the benefit of any state sponsor of terrorism as determined by the U.S. government in violation of 42. USC Sec. 2385; (ix) use the Services to promote or advocate for violence against any individual or group, or advocate or promote fighting words that incite others to inflict injury or commit violence; (x) use the services to benefit or promote any organization that has been publicly designated by the U.S government as an organization Docusign Envelope ID: 6D33A890-D36A-848D-802A-E5233B351E7A File 9117 promoting or committing hate crimes; (xi) use the Services in a defamatory or obscene manner; (xii) use information about the System or any Quorum Content to develop or promote a competing product or service to the Services; (xiii) remove any copyright, trademark, proprietary rights, disclaimer, or warning notice or any other notice or legend included on or embedded in any part of the System, including, but not limited to, any screen displays, Output or any other products or materials provided by Quorum hereunder or (xiv) violate any applicable anti-bribery, anti-corruption, or export control laws, including the U.S. Foreign Corrupt Practices Act, the U.K. Bribery Act, or laws administered by the U.S. Department of the Treasury’s Office of Foreign Assets Control (OFAC), or use the System in a manner that would cause either Party to be in violation of such laws. 6. CONFIDENTIALITY a. Definition. “Confidential Information” is any information disclosed or provided by one Party to the other Party under this Agreement that is marked as confidential , including any specific information about a Party’s operations, customers, business or strategy plans, trade secrets, or other proprietary information. All Client Content is the Confidential Information of Client. The System is the Confidential Information of Quorum. Information that would otherwise be considered Confidential Information is not Confidential Information if it is (a) generally known to the public through no act or omission of recipient; (b) independently developed by the recipient without use of or reference to the discloser’s Confidential Information; or (c) obtained by recipient from any third party not owing any confidentiality obligation to the discloser. b. Protections. During the Term of this Agreement or any Order, each Party may receive the Confidential Information of the other Party. Each Party will protect the other’s Confidential Information from unauthorized disclosure, dissemination, or use with the same degree of care that it uses to protect its own Confidential Information, but in no event less than a reasonable amount of care. Except as required by law or legal process, each Party will use the other’s Confidential Information only as reasonably necessary: (i) to provide or receive Services under this Agreement; (ii) as authorized or licensed under the Agreement; or (iii) to engage its vendors including Subprocessors, or professional advisors, each of whom are under at least a substantially equivalent duty of confidentiality, in order to receive services or advice from them. Additionally, a Party shall only disclose the other Party’s Confidential Information to individuals that have a need to know such Confidential Information for the purposes permitted under this Agreement, and only if such person is subject to an existing obligation of confidentiality and non-disclosure with respect to such Confidential Information that is no less stringent than the obligations set forth herein. Each Party shall be liable hereunder for any failure of its personnel or any other individual to whom it has disclosed the other’s Confidential Information to keep the Confidential Information confidential. c. Required Disclosures. In addition to the permitted disclosures herein, should a Party be required to disclose the other Party’s Confidential Information pursuant to the terms of a valid subpoena or other order issued by a court of competent jurisdiction to which such Party is subject, or pursuant to other legal process, the Party required to make such disclosure shall (i) disclose only that portion of Confidential Information that, in the opinion of its counsel, is legally required to be disclosed and (ii) use commercially reasonable efforts to seek a protective order for the information or otherwise obtain assurance from the disclosing party that such Confidential Information will continue to be treated as confidential. Quorum 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 Quorum 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. d. Equitable Relief. Both Parties acknowledge that the breach or threatened breach of any obligation or duty set forth in this Section 6 will cause immediate and irreparable harm to the non-breaching Party and an adequate remedy at law for such harm may not exist. Accordingly, in the event of such breach or threatened breach, the non-breaching Party shall have the right to seek specific performance by, or obtain injunctive or other equitable relief against, the breaching Party as a remedy for any such breach or threatened breach, without the necessity of proof of actual damage or loss and without the necessity of posting any surety or bond. The exercise by a Party of any right or remedy available under this Section 6 shall not preclude such Party from exercising any other right or remedy to which it is entitled at law, in equity or otherwise. e. Destruction. Upon written request by Client, Quorum shall destroy all Client Confidential Information and provide written assurances of such destruction. Docusign Envelope ID: 6D33A890-D36A-848D-802A-E5233B351E7A File 9117 f. Permitted Retention. Notwithstanding anything to the contrary in this Agreement, each Party may (i) retain the other’s Confidential Information in archival storage in accordance with its internal data retention policies (but only to the extent such retention is otherwise permitted by Applicable Law), and (ii) retain copies of such Confidential Information to the extent necessary to comply with Applicable Law. 7. PERSONAL INFORMATION PROCESSING AND DATA SECURITY. Quorum will process Client’s Personal Information in accordance with and abide by the security measures set forth in Annex II below, and the provisions are incorporated by reference into this Agreement as if set forth fully herein and subject to the other provisions of this Agreement. 8. TERM AND TERMINATION a. Term. This Agreement shall commence on the Effective Date and remain in effect as long as there are any active Order Forms governed by this Agreement, or until terminated in accordance with this Section 8 ("Term"). Each Order under this Agreement shall have an "Initial Subscription Term" beginning on the Start Date indicated on the Order. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The Fee for each Renewal Subscription Term shall be: (i) for a one-year renewal term, the greater of CPI or six and one half percent (6.5%), applied annually; (ii) for a two-year renewal term, the greater of 75% of CPI or four and a half percent (4.5%), applied annually; and (iii) for a three-year or longer renewal term, the greater of CPI or three percent (3%). If the Fee during the prior Subscription Term included any one- time discounts as specified in an Order, the Fee for any discounted item may be increased to the then-current list price for that item as of the Renewal Subscription Term. Client may terminate an upcoming Renewal Subscription Term by providing written notice to support@quorum.us of the termination at least thirty (30) days before the Start Date of the upcoming Renewal Subscription Term. b. Termination for Cause. If either Party materially breaches the terms of this Agreement and the breach is not cured (or curable) within thirty (30) days after written notice of the breach (“Notice of Breach”), then the other Party may terminate this Agreement and/or the applicable Order(s) under this Agreement upon written notice to the breaching party. If this Agreement is terminated by Quorum for Client’s uncured breach, Client shall pay within thirty (30) days any fees which are payable to Quorum prior to, or after the effective date of termination. If Quorum provides a Notice of Breach, Quorum may suspend Client’s access to the Services without penalty until the breach is cured. c. Effect of Termination. Upon termination of an Order or this Agreement, Client shall immediately cease all use of the Services. Upon written request within thirty (30) days of termination, Client may receive a copy of its Client Content in a format mutually agreed to by the Parties at no additional charge. Quorum may delete all Client Content thirty (30) days after termination of the Agreement in accordance with its document retention policies and Applicable Law. The post-termination licenses of Section 2 (Access and Licensing); Section 3 (Intellectual Property); Section 5 (Restrictions and Prohibited Use); Section 6 (Confidentiality); and any other terms and provisions under this Agreement that should by their nature survive the termination of this Agreement or any Order will so survive. 9. PAYMENT TERMS. Client shall timely pay Quorum the total fee due (“Fee”) as set forth in the applicable Order and on the conditions described therein. The Fee is non-refundable and is exclusive of all federal, state, local and foreign taxes, levies, assessments, and withholdings. Client shall bear and be responsible for all such levies and assessments arising out of this Agreement, excluding only any tax based on Quorum’s net income. The failure to timely make a payment in accordance with the conditions indicated on an Order is a material breach of this Agreement, and Quorum may suspend Client’s access to the System for nonpayment of any undisputed amounts. Any purchase order or other ordering document sent to Quorum by Client shall be deemed informational only, and any terms and conditions contained therein shall be null and void unless expressly agreed to in writing by both parties. The payment terms set forth in an Order including any pay by dates, shall commence on the Order's Start Date, irrespective of the date of any invoice or purchase order, unless modified on the Order. If Client elects to pay by credit card, Client shall be responsible for all third-party payment processing fees, which will be added to the invoice total. Any additional Users or additional products or features purchased by Client during the Term shall be prorated and co-terminate with the then-current Subscription Term. 10. SERVICE LEVELS AND SUPPORT. a. Service Levels. Quorum shall use commercially reasonable efforts to maintain availability of the System at all times. Service levels and remedies for Service downtime are as set forth in Exhibit A. b. Support Requests. Quorum shall provide customer support during business hours from 9:00 AM to 6:00 PM EST, Monday through Friday, excluding U.S. federal holidays and other days when Quorum has provided notice through the System that support will be limited or unavailable. Client may contact Docusign Envelope ID: 6D33A890-D36A-848D-802A-E5233B351E7A File 9117 Quorum customer support by email at support@quorum.us or by using “Live Chat” functionality within the System during available support hours. Client shall receive a response within one business day. c. Client Support. Quorum will assign a Customer Success Manager to Client for additional training and support, or as part of a Managed Services package as specified in an Order. Client may access the “Quorum School” and “Quorum Help Center” resources within the System at any time. Clients may request further training at no additional charge. 11. REPRESENTATIONS AND WARRANTIES. a. Warranties. Each Party mutually represents and warrants that (i) it has the necessary and full right, power, authority and capacity to enter into this Agreement and to perform its obligations hereunder; (ii) it will comply with all Applicable Law, including without limitation, on the part of Client’s use of the System: the Telephone Consumer Protection Act, the Federal Communication Commission’s TCPA Declaratory Ruling and Order, the CAN-SPAM Act (15 U.S.C. §§ 7701-7713), and the US Copyright Act (17 U.S.C. § 101 et seq.), and for each Party: US export control laws, and any anti-bribery or anti-corruption laws; (iii) it owns or controls the rights granted or licensed to the other party herein; (iv) its Content will not contain any malicious code or computer virus or any other type of content that is intended to damage, detrimentally interfere with, surreptitiously intercept, or expropriate any system, data, or Personal Information; and (v) that the execution and performance of its obligations under this Agreement will not violate any known rights of any third party, any contractual commitments, or any Applicable Law. b. Limitation of Warranty. EXCEPT AS EXPRESSLY PROVIDED HEREIN, QUORUM MAKES NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE QUORUM ANALYTICS SYSTEM OR ANY DERIVED ANALYTICS, CONTENT, OR OUTPUT. THE QUORUM ANALYTICS SYSTEM IS PROVIDED TO CLIENT STRICTLY ON AN “AS IS” AND “AS AVAILABLE” BASIS. ALL CONDITIONS, REPRESENTATIONS, AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY QUORUM. c. Disclaimer. Quorum does not guarantee project improvement or specific outcomes for Client based on the services provided under this Agreement. The Quorum Content, reports, and any Output produced by the System are intended to support informed decision-making but do not ensure improved performance or success. Any decisions made by Client in reliance on the System or any services under this Agreement, or Client’s interpretation of any content therein are Client’s own. 12. LIMITATION OF LIABILITY. a. Types of Damages. IN NO EVENT SHALL EITHER PARTY AND/OR ITS LICENSORS BE LIABLE TO ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES EXCEPT DIRECT DAMAGES, OF ANY TYPE OR KIND (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) ARISING OUT OF, OR IN ANY WAY RELATED TO THE QUORUM ANALYTICS SYSTEM INCLUDING, BUT NOT LIMITED TO, THE USE OR INABILITY TO USE THE SYSTEM OR ANY CONTENT OBTAINED THROUGH THE SYSTEM, ANY INTERRUPTION IN ACCURACY, ERROR OR OMISSION, REGARDLESS OF CAUSE IN THE QUORUM ANALYTICS SYSTEM, EVEN IF THE PARTY FROM WHICH DAMAGES ARE SOUGHT OR SUCH PARTY’S LICENSORS HAVE BEEN PREVIOUSLY ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. b. Aggregate Liability Amount. EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS AND ANY CLAIMS COVERED BY APPLICABLE INSURANCE REQUIRED UNDER THIS AGREEMENT, IN NO EVENT SHALL EITHER PARTY’S AGGREGATE LIABILITY TO THE OTHER UNDER THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID BY AND/OR DUE FROM CLIENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENTS ALLEGEDLY GIVING RISE TO A CLAIM. c. NOTHING IN THIS AGREEMENT IS INTENDED TO EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DAMAGES CAUSED BY GROSS NEGLIGENCE, OR FOR FRAUD. 13. INDEMNIFICATION. a. Definitions. A Party, its Affiliates, and its directors, officers, and employees, may be an “Indemnified Party.” Any actual, alleged, threatened, pending or completed disputes, claims, actions, lawsuits, issues, matters, appeals, arbitrations, subpoenas, investigations, requests to serve as a witness, or proceedings, from a third party is a “Third Party Claim.” Any damages, losses, reasonable attorneys’ fees, costs, expenses, liabilities and settlement amounts arising from a Third Party Claim are a “Loss” and Docusign Envelope ID: 6D33A890-D36A-848D-802A-E5233B351E7A File 9117 collectively, “Losses.” b. Quorum Indemnification. Quorum shall indemnify, defend, and hold harmless Client and any Client-related Indemnified Party from Losses arising out of a Third Party Claim alleging that the System or any Quorum Content infringes the intellectual property rights of a third party. d. Indemnification Procedure. The Party seeking to be an Indemnified Party under this section shall (a) promptly give notice of the Third Party Claim to the indemnifying Party, and to the extent any Third Party Claim is prejudiced by delayed notice, the indemnifying Party’s obligation will be reduced by the amount of such prejudice; (b) give the indemnifying Party sole control of the defense and settlement of the Third Party Claim (provided that the indemnifying Party may not settle or resolve any Third Party Claim unless it unconditionally releases the Indemnified Party of all liability and fault, or otherwise obtains the Indemnified Party’s written consent to such settlement or resolution); (c) provide to the indemnifying Party all reasonable and available information and assistance; and (d) have not compromised or settled such Third Party Claim. The indemnifying Party shall bear all costs and expenses of such defense. 14. GENERAL a. Assignment. Neither Party may assign its rights or obligations arising out of this Agreement without the other party’s prior written consent, provided that no prior consent is required in the event that Quorum participates in a corporate reorganization, merger, or consolidation, or is the subject of a purchase of all, or substantially all, of its assets or capital stock for the entire organization or a specific business line. Quorum shall provide prompt written notice of Assignment. b. Insurance. Quorum shall at its sole cost through the Term of this Agreement, maintain commercial insurance coverage written by an insurer maintaining an A.M. Best’s rating of A-VII or better that includes commercial general liability coverage of at least $1,000,000 per occurrence and $2,000,000 in the aggregate; cyber liability coverage, including technical errors and omissions, of at least $5,000,000 per occurrence and $5,000,000 in the aggregate; and excess liability of at least $5,000,000 per occurrence. c. Force Majeure. Quorum shall not be liable for any delay or failure to perform its obligations under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, epidemics or pandemics, labor disputes, war, terrorism, civil unrest, governmental actions, utility failures, denial-of-service attacks, or internet or telecommunications disruptions. In addition, Quorum shall not be liable for any unavailability or limited functionality of the Services resulting from the acts or omissions of third-party service providers, including but not limited to restrictions, suspensions, or enforcement of their respective terms of service, acceptable use policies, or content standards. The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements so affected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. d. No Waiver Construction. Either party’s failure to insist in any one or more instances upon strict performance by the other party of the terms of this Agreement shall not be construed as a waiver of any continuing or subsequent failure to perform or delay in performance of any term hereof. e. Jurisdiction. Except as otherwise explicitly stated in an applicable attachment, this Agreement shall be governed in all respects by the laws of the State of Texas without giving effect to its conflicts of law provisions. Both Parties submit to the personal jurisdiction of and venue in the state and federal courts of the State of Texas, unless mutually agreed upon otherwise. f. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures delivered by electronic transmission shall be deemed valid and binding for all purposes. g. Entire Agreement and Severability. This Agreement and the terms and conditions contained herein set forth the entire understanding and agreement between Quorum and Client with respect to the subject matter hereof and supersede any prior or contemporaneous understanding, whether written or oral. If any portion or provision of this Agreement is, to any extent, declared illegal or unenforceable by a court of competent jurisdiction, then the remainder of this Agreement, or the application of such portion or Docusign Envelope ID: 6D33A890-D36A-848D-802A-E5233B351E7A File 9117 provision in circumstances other than those as to which it is so declared illegal or unenforceable, will not be affected, and each portion and provision of this Agreement will be valid and enforceable to the fullest extent permitted by law. h. Precedence. Where there is a conflict or inconsistency between the terms and conditions of this Agreement and an Order, this Agreement will control unless the Order expressly provides that the conflicting or inconsistent terms take precedence over this Agreement. The terms of an Order and this Agreement take precedence over any additional, inconsistent, or conflicting terms contained in a purchase order or order acceptance, warranty statement, or other similar documentation provided by Client unless such terms are explicitly acknowledged by reference in this Agreement or the applicable Order, and signed by both parties. Any conflicting terms and conditions proposed by the Client but not mutually agreed to in a signed writing by both parties are hereby expressly rejected. i. Notices. All notices required or permitted under this Agreement shall be in writing and delivered by personal delivery, reputable overnight courier, or certified mail (return receipt requested). Notices will be deemed given upon receipt or when delivery is refused. Each Party may update its notice contact information by providing notice to the other Party in accordance with this Section. i. Legal Notices: 1. To Quorum: Attn: Legal Department Quorum Analytics LLC 1001 G Street NW, Suite 450 Washington, DC 20001 legal@quorum.us 2. To Client: [Insert Client Legal Contact Name or Title] Kristi Fogle City of Denton [Insert Address] 215 E. McKinney Street Denton, TX 76201 [Insert Email Address] Kristi.Fogle@cityofdenton.com ii. Security Notices: Security-related notices, including notices of actual or suspected data breaches, shall be sent via email as follows: 1. To Quorum: security@quorum.us 2. To Client: [Insert Client Security Contact Email] Kristi.Fogle@cityofdenton.com 15. DEFINITIONS a. “Affiliate” means an entity that owns or controls, is owned or controlled by or is or under common control or ownership with a Party (as the context allows), where control is defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract or otherwise. A Client Affiliate is any Affiliate of Client. b. “Anonymized Data” is anonymized statistical information aggregated, analyzed, and derived from Usage Data. c. “Applicable Law” means any law, rule, regulation, decree, statute, or other enactment, order, mandate, or resolution relating whose jurisdiction and subject matter are applicable to a Party’s actions taken under this Agreement. d. “Artificial Intelligence Processing” is processing of Content or Feedback by artificial intelligence. e. “Beta Use” means access received by User to features, functionality, or separate User Access Credentials as part of as part of a proof of concept, beta, trial, or evaluation, as identified by Quorum in a separate writing. f. “Client Contact” is any individual whose name, contact information, or other details are entered into the System by Users or Landing Page Users, using the Custom Contact functionality. g. “Client Content” means the data provided by the Client, its Users, or its Landing Page Users, and uploaded to the System. h. “Content” encompasses both Client Content and Quorum Content, as applicable to the context. i. “Comments” is any other text entered into, or text option selected in the System. j. “Confidential Information” is any information disclosed or provided by one Party to the other Party under this Agreement that is either marked as confidential or would normally be considered confidential under the circumstances, including any specific information about a Party’s operations, customers, business or strategy plans, trade secrets, or other proprietary information. Docusign Envelope ID: 6D33A890-D36A-848D-802A-E5233B351E7A File 9117 k. “Outputs” means all materials, outputs, or derivative works generated, created, displayed, downloaded, or derived from the use of the System, including but not limited to data, reports, visualizations, analyses, models, algorithms, or other results. This shall include anything which includes Baseline Data, the results of applying Derived Analytics to Baseline Data, and the result of the Quorum System’s tools being applied to Submitted Content from the Client. l. “Derived Analytics” are the result of the System processing and analyzing Content using its proprietary algorithms and computer programming, displayed as Output. m. "Documentation" means all material made available by Quorum that describes the design, function, operation, and use of the System, including user manuals, guides, training materials, release notes, and working papers, the Quorum Help Center, and Quorum School. n. “Feedback” refers to Client providing any information, comments, or feedback about the Services generally, or any particular feature or functionality of the System that does not uniquely concern Client or Client Content, and/or rating the effectiveness of System features. o. “Landing Page” is an internet page hosted by Quorum as part of the System that permits Landing Page Users to enter information into the System and/or take grassroots actions facilitated by and processed through the System. p. “Landing Page User” is an individual who accesses and interacts with the Landing Page to use the System to view and consume information, enter information into the System, or otherwise perform actions facilitated by and processed through the System. q. “Managed Services” means any services identified as such in an Order. The details of any Managed Services provided will be set forth in an accompanying Statement of Work. To the extent Managed Services include tangible items to be produced as part of the Managed Services, such items will be considered “Deliverables” solely if expressly identified as such in an Order. The Parties acknowledge and agree that none of the System, any component therein, any Quorum Content, any Support Services, nor any Documentation is considered Managed Services or Deliverables. There are no Managed Services or Deliverables beyond those explicitly described in an applicable Order and accompanying Statement of Work. r. “News Content” is news content assembled and displayed in the System. s. “Notes” is any information entered into the System by Users and labeled a note in the System. t. “Official Contact Information” is contact information of public officials assembled and displayed in the System. u. “Order” means, collectively, each ordering document, which may be titled an Order Form, Service Order, Statement of Work, or other title, together with all its exhibits, appendices, or other attachments, all of which comprise a part of this Agreement. v. “Personal Information” means any information relating to an identified or identifiable natural person; an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person and includes, without limitation, any information about a Client Contact or User or Landing Page User that any Applicable Law on data protection considers Personal Information. w. “Quorum Content” means any data or information provided, published, and/or displayed through the System that is not Client Content. Quorum Content includes information that Quorum creates, generates, aggregates, derives, or licenses, including but not limited to legislative information, news content, demographic and contact information for government officials and staffers, agenda information, event information, and Derived Analytics. x. “Search Terms” is any text entered into the search bar of the System. y. “Services” means, collectively, all the services provided by Quorum under this Agreement. z. “Subprocessor” means a third-party vendor engaged by Quorum to provide a portion of the functionality of the Services that processes any Personal Information of Client or other Client Content in the course of providing such functionality. A complete list of Quorum Subprocessors may be found at: https://www.quorum.us/info/current-subprocessors/. aa. “System” means, collectively, Quorum’s provision and management of the software-as-a-service products described in an applicable Order. bb. “Trademark Material” is any trademark, service mark, logo, or branding material submitted to the System. cc. “Usage Data” is information including metadata about Users’ and Landing Page Users’ use of the System created, generated, and derived by processing and analyzing Client Content. Docusign Envelope ID: 6D33A890-D36A-848D-802A-E5233B351E7A File 9117 dd. “User” means an individual who is authorized under the Agreement and an applicable Order to receive access to the System. ee. “User Access Credentials” are individual internet login credentials to Quorum’s System. This Agreement is accepted and agreed to by the authorized representative of each party: Quorum Analytics LLC By: Name: Matt Williams Title: CFO Address: 1001 G Street NW, Suite 450 Washington, DC 20001 Email: CLIENT By: Name: Title: Address: Email: Appendix A – Software Services Quorum Products • Quorum Federal: Client will have access to the world’s most comprehensive database of legislative information and includes the ability to track legislation and social media, analytics on legislators, contact information for legislative staff, and outreach tools to log meetings with legislators in addition to Quorum Outbox for sending mass emails. The “System” for Quorum Federal consists of Baseline Data, Derived Analytics, Official Contact Information, and Outbox. • Quorum State: enables Clients to track and manage legislation across all 50 states in addition to contact information and social media feeds of legislators, analytics on their relationships, and the ability to log meetings and send mass emails through Outbox. The “System” for Quorum State consists of Baseline Data, Derived Analytics, Official Contact Information, and Outbox. • Quorum Local: This product provides social media tracking of city and county officials’ Facebook and Twitter pages as well as Official Contact Information and, for some jurisdictions and users, local meeting agendas. It also includes the ability to log meetings and send mass emails through Outbox. The “System” for Quorum Local consists of Baseline Data, Derived Analytics, Official Contact Information, and Outbox. Docusign Envelope ID: 6D33A890-D36A-848D-802A-E5233B351E7A matt.williams@quorum.us Ginny.Brummett@cityofdenton.com Ginny Brummett Buyer City of Denton-Purchasing Department 901B Texas Street Denton, TX 76209 File 9117 • Quorum Grassroots: This product provides tools for Clients’ advocates to learn about issues, register to take action, and contact their legislators by email, phone, or Twitter. Quorum Grassroots also includes the ability to upload and store a database of advocates and e-mail them action alerts. The “System” for Quorum Grassroots consists of Quorum Action Center, Outbox, and Custom Contact Database. • Quorum PAC: This product provides Clients functionality to solicit, process, and track political contributions from stakeholders and file required statements with the FEC. The “System” for Quorum PAC consists of Custom Contact Database, Official Contact Information, Outbox, and Derived Analytics. • Quorum School Board: Client will have access to contact information for 100k+ school board officials, 16k+ school districts, and existing agenda data. Quorum School Board provides engagement tools to reach out to school board officials across every school district in the country to help teams keep an ear to the ground to navigate and influence education policy nationwide. • Quorum Single State Local: Client will have access to social media tracking of city and county officials Facebook and Twitter pages as well as Official Contact Information and, for some jurisdictions and users, local meeting agendas. It also includes the ability to log meetings and send email through Outbox. The “System” for Quorum Single State Local consists of Baseline Data, Derived Analytics, Official Contact Information, and Outbox. • Quorum Single State: Client will be able to track and manage legislation in a single state in addition to contact information and social media feeds of legislators, analytics on their relationships, and the ability to log meetings and send email through Outbox. The System for Quorum Single State consists of Baseline Data, Derived Analytics, Official Contact Information, Outbox, and Custom Contacts Database. • Quorum Stakeholder: This product enables Clients to upload and store contact information of stakeholders, track interactions with Custom Contacts, and send emails updating Custom Contacts from key events. Quorum Stakeholder also includes the ability for stakeholders to log meetings and register for events (collectively, “Stakeholder Engagement Tools”). The “System” for Quorum Stakeholder consists of Stakeholder Engagement Tools, Outbox, and Custom Contact Database. • Quorum News Monitoring: This product enables Clients to track and monitor content from news publications as well as interact with news data in Quorum’s tools. The “System” for Quorum News Monitoring consists of News Content and Derived Analytics. • Quorum EU for US Customers: This product provides Clients access to the world’s most comprehensive database of legislative information and includes the ability to track legislative information and social media, analytics on government officials, contact information for government official staff, and outreach tools to log meetings with government officials in addition to Quorum Outbox for sending mass emails. The “System” for Quorum EU for US Customers consists of Baseline Data, Derived Analytics, Official Contact Information, and Outbox. • Quorum EU-Standard: This product provides Clients access to the world’s most comprehensive database of legislative information and includes the ability to track legislation and social media, analytics on officials, contact information for officials, and outreach tools to log meetings with officials in addition to Quorum Outbox for sending mass emails. The “System” for Quorum EU consists of Baseline Data, Derived Analytics, Official Contact Information, and Outbox. • Quorum Global: This product provides access to the given country's officials, legislation, and dialogue tracking at the national level, social media tracking of international officials’ Facebook and Twitter pages, Official Contact Information, and the ability to log meetings and send mass emails through Outbox. The “System” for Quorum International consists of Baseline Data, Official Contact Information, and Outbox. • Quorum Communications: This product provides Clients with news sources as well as contact information for journalists and other news author sources (collectively, “News Contact Information”). The “System” for Quorum Communications consists of News Content, News Contact Information, Outbox, and Derived Analytics. • KnowWho Contact Directories: This product provides comprehensive up-to- date contact, biographical, and professional information for federal, state, and local U.S. officials and their staffers. The “System” for Contact Directories consists of Baseline Data, Official Contact Information, and to the extent reflected on an Order, Salesforce Applications. Contact Directories are provided through Salesforce.com and knowwho.com. • Quorum Launchpad Onboarding: Client will have access to a hybrid, live and self-paced, e-learning program dedicated to training Client on the topics that matter most to Client’s organization. Docusign Envelope ID: 6D33A890-D36A-848D-802A-E5233B351E7A File 9117 Quorum Launchpad provides an opportunity to attend lab-style live trainings, led by a Quorum expert, to help Client configure Client’s settings and workflow. Client will be able to attend office hours to ask questions and learn best practices with other users who have recently joined Quorum. These onboarding resources will be available to Client for a twelve-month term. Any renewal terms or additional training support shall be contracted for in a mutually agreed-upon signed statement of work or other document by the parties. Legacy Products • PAC Classic: This product provides Clients functionality to solicit, process, and track political contributions from stakeholders, track PAC disbursements, and file required statements with the FEC and state authorities. The “System” for PAC Classic consists of Custom Contacts, Official Contact Information, Outbox, Payment Processing, and Derived Analytics. PAC Classic is provided on a legacy platform outside of quorum.us. • Capitol Canary (Phone2Action) Advocacy: This product provides Clients tools to reach advocates, encourage them to participate in campaigns, and track their actions. The “System” for Capitol Canary (Phone2Action) Advocacy consists of Custom Contact Database, Hosted Applications, and Emailer. Advocacy products are provided through phone2action.com. • Capitol Canary Federal, State, and Local Intelligence: This product provides Clients access to basic legislative tracking and official information as well as donor contribution information and school board information. The “System” for Intelligence products consists of Baseline Data. Intelligence products are provided through govpredict.com. Exhibit A Quorum Service Level Agreement Service Levels and Support. Quorum will use commercially reasonable efforts to always maintain availability of the Services. Support Requests. Quorum will provide support during business hours of 9:00am to 6:00pm Eastern Standard Time on days that are not considered a U.S. federal holiday. If Client experiences performance issues with the Services, Client may contact Quorum as provided in this Agreement or using the Live Chat function in the Services if available, and Quorum will make commercially reasonable efforts to (i) respond to the request for support, and (ii) provide a resolution. Resolution Guarantees. If a performance issue arises, Client may notify Quorum of such issue, indicating its determination of the severity of the issue as described in this section. Quorum will make its own reasonable determination of the severity of the issue, and will resolve the issue, depending on its own determination of the severity, within the timelines described in this section. Quorum will not unreasonably make a different determination of the severity of the issue than the Client. Emergency An emergency issue is when the Services are entirely unable to meet the functionality specified in its documentation. By way of example and not limitation, if the Quorum website is entirely inaccessible to all users, it would be an emergency issue. In the event of an emergency issue, the Quorum team will begin work on a resolution within 24 hours of receiving notification of the problem and will continue to work assiduously to find a resolution or a workaround until the issue is resolved. High Priority A high priority issue is when the Services are available but are experiencing significant issues in large portions of its functionality where there is no workaround; for example, emails are unable to be sent or all searches in a particular dataset return an invalid response. The Quorum team will begin working on a resolution within one business day of receiving notice of a high priority issue and continue working until the issue is resolved. Medium Priority A medium priority issue is when the Services are not working as defined in the documentation where there is no workaround and which results in a partial loss of functionality to a major component of the Services or a full loss of functionality of a minor component of the Services. The Quorum team will commit to resolving a medium priority issue within a calendar quarter of receiving notice of the issue from the Docusign Envelope ID: 6D33A890-D36A-848D-802A-E5233B351E7A File 9117 Client. Availability. Quorum will provide 99.00% monthly up time calculated as the number of minutes the Services are accessible divided by the total number of minutes in the applicable month, excluding scheduled maintenance for which Client receives advance notice either by email or through the Services directly (“Service Level”). Service Credits. A “Service Credit” is a financial credit issued by Quorum to Client, calculated as a percentage of the Fees payable for the affected Service during the applicable measurement period, and provided as a remedy for Quorum’s failure to meet the Service Levels defined in this Agreement. If Service Levels fall below the thresholds specified in any calendar month, Quorum will issue a corresponding Service Credit, which will be applied to the Client’s next renewal term or subsequent Order Form. Service Credits will be calculated in accordance with the table below, based on a pro-rated monthly value of the Client’s Fees. Service Credits have no cash value and will only be recognized against the value of the renewal term following the term in which the credit accrues. No Service Credits will be paid or applied if the subscription is terminated prior to renewal. If Service Level failures meet or exceed the Service Credit cap of 25% in each of three (3) consecutive calendar months, or in any four (4) calendar months within a single calendar year, Client may terminate this Agreement upon thirty (30) days’ written notice. The remedies described in this section—Service Level Credits and the limited right to terminate—constitute Client’s sole and exclusive remedies for Quorum’s failure to meet the Service Levels. % of the Service Availability per Calendar Month Service Credit < 99.00% 5% < 98.00% 10% < 97.00% 15% < 96.00% 20% < 95.00% 25% For purposes of calculating a Service Level Credit for other types of Service Level deficiencies, a failure to respond to an Emergency Priority issue in the time period described herein will be considered the same level of Service Level default as an availability below 97%; a failure to respond to a High Priority issue in the time period described herein will be considered the same level of Service Level default as an availability below 98%, and a failure to respond to a Medium Priority issue in the time period descried herein will be considered the same level of Service Level default as an availability below 99%. Exhibit B Lexis Nexis Subscription Subscriber agrees that all access to and use of content made available by LexisNexis, a division of RELX Inc. (“LexisNexis”), through (or in connection with) Quorum shall be provided for media monitoring and evaluation purposes only and is subject to any executed Master Agreement or other agreement by and between LexisNexis and Subscriber, or in the absence of such executed agreement, the terms and conditions provided in the General Terms and Conditions for Use of the LexisNexis Services (and updates thereof) available online at www.lexisnexis.com/terms/general (the “General Terms”). Subscriber further agrees that the General Terms (or other executed agreement) constitute and form a separate binding agreement between LexisNexis and Subscriber and that LexisNexis has the right to assert and enforce this Agreement, including the General Terms (or other executed agreement), directly on its own behalf. LexisNexis’ consent to the terms of this Agreement shall be evidenced by providing Subscriber with the means to access LexisNexis content. Docusign Envelope ID: 6D33A890-D36A-848D-802A-E5233B351E7A File 9117 Exhibit C List of Sub-Processors The controller has authorized the use of the sub-processors listed at https://www.quorum.us/info/current- subprocessors. The list of sub-processors will be updated 30 days in advance of any change. ANNEX I TECHNICAL AND ORGANISATIONAL MEASURES INCLUDING TECHNICAL AND ORGANISATIONAL MEASURES TO ENSURE THE SECURITY OF THE DATA 1. Quorum implements appropriate technical and organizational measures to ensure a level of security appropriate to the risks that are presented by the processing of personal data, in particular protection against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to personal data. 2. Quorum implements acceptable measures in order to prevent unauthorized persons from gaining access to the data processing equipment (This includes database, backup, and application servers and their related hardware) where the personal data is processed or used. This includes using only secured facilities for data centers where personal data is hosted is logged, monitored, and tracked, and other appropriate security measures. 3. Security of the network powering the Quorum System is an important component of Quorum’s overall security posture. The production data network for the Quorum System is isolated from Quorum System’s corporate enterprise network in order to offer access only to staff members with legitimate business access needs. 4. The Quorum System is protected with protected IP space, isolation, firewalls, and 2FA. 5. Access to Quorum System network components is only permitted with audited user credentials. 6. Quorum System security is enforced through strict firewall enforcement and limited access for trusted engineers. System health is monitored 24x7x365 through a variety of central logging tools, proactive monitoring, and internal portals alerts. 7. Quorum’s engineering team also manages critical patches and follows industry-standard practices to publish changes in a non-client impacting fashion. Central log collection is utilized for expedited troubleshooting. 8. In addition to the technical and organizational measures implemented by Quorum, Client is responsible for implementing appropriate technical and organizational measures with respect to the Processing of Client Personal Data as set forth in the Agreement. Quorum Master Services Agreement: Product Addenda One or more of the following product-specific addenda will apply based on the products purchased under the applicable Order. Additional terms for each product are set forth below. FEDERAL YouTube Terms. Client’s use of Quorum Content that consists of data and content from YouTube is subject to, and Client is bound by, the YouTube Terms of Service at https://www.youtube.com/t/terms. STATE YouTube Terms. Client’s use of Quorum Content that consists of data and content from YouTube is subject to, and Client is bound by, the YouTube Terms of Service at https://www.youtube.com/t/terms. LOCAL Docusign Envelope ID: 6D33A890-D36A-848D-802A-E5233B351E7A File 9117 YouTube Terms. Client’s use of Quorum Content that consists of data and content from YouTube is subject to, and Client is bound by, the YouTube Terms of Service at https://www.youtube.com/t/terms. EU YouTube Terms. Client’s use of Quorum Content that consists of data and content from YouTube is subject to, and Client is bound by, the YouTube Terms of Service at https://www.youtube.com/t/terms. INTERNATIONAL YouTube Terms. Client’s use of Quorum Content that consists of data and content from YouTube is subject to, and Client is bound by, the YouTube Terms of Service at https://www.youtube.com/t/terms. GRASSROOTS Quorum’s Grant of Rights to Client for Quorum Grassroots. Quorum hereby grants to Client, under Quorum’s intellectual property rights, a limited non-exclusive, non-transferable, worldwide right to access and use the Quorum System and publicly display the Quorum Action Center on Client’s website. The Client is also granted a limited non-exclusive, non-transferable, worldwide right to display the Quorum Action Center on third party websites on the condition that the applicable tools are branded as being the Client’s and not those of a third party. Landing Page Users. Quorum grants Client’s Landing Page Users a non-exclusive, worldwide, royalty free right and license to access and use Grassroots and Stakeholder Engagement Tools available on a Landing Page. Landing Page Users must use the System in accordance with the posted privacy notice on the applicable Landing Page. Client is responsible for Users’ and Landing Page Users’ use of the System. YouTube Terms. Client’s use of Quorum Content that consists of data and content from YouTube is subject to, and Client is bound by, the YouTube Terms of Service at https://www.youtube.com/t/terms. Texting. Client shall use any texting features within the System only in compliance with generally accepted Internet practices and all applicable laws and regulations, including, without limitation, the Telephone Consumer Protection Act (TCPA), the FCC’s TCPA Declaratory Ruling and Order, and the then-current messaging principles and best practices published by CTIA – The Wireless Association (available at ctia.org/positions/messaging). Client acknowledges that certain use cases may be prohibited under applicable law, including the TCPA, and that Quorum shall have no obligation to enable or facilitate use of any texting features in a manner that would violate, or reasonably be expected to violate, applicable law or regulation. Client may not use any texting features within the System to induce an individual to purchase, rent, claim, or receive an item, or for any purpose other than the intended purpose of Quorum’s products. STAKEHOLDER Quorum’s Grant of Rights to Client for Stakeholder Engagement Tools. Quorum hereby grants to Client, under Quorum’s intellectual property rights, a limited non-exclusive, non-transferable, worldwide right to access and use the Quorum System and publicly display Stakeholder Engagement Tools on Client’s website. The Client is also granted a limited non-exclusive, non-transferable, worldwide right to display the Stakeholder Engagement Tools on third party websites on the condition that the applicable tools are branded as being the Client’s and not those of a third party. QUORUM PAC Quorum’s Grant of Rights to Client for Quorum Action Center. In addition to the rights granted herein, Quorum hereby grants to Client the right to publicly display the Quorum Action Center on Client’s website Docusign Envelope ID: 6D33A890-D36A-848D-802A-E5233B351E7A File 9117 and display the Quorum Action Center on third party websites on the condition that the applicable tools are branded as being the Clients and not those of a third party. Access to Payment Processing. If the Order includes products that provide Payment Processing, Client’s use of Payment Processing requires Client to directly arrange for Paypal Payflow Gateway Services or other mutually agreed-upon third-party payment provider. Compliance with Laws. Client acknowledges that Quorum PAC is a tool designed to facilitate compliance, reporting, and management of political contributions, expenditures, and related activities, and the accuracy and effectiveness of the Services depends on the proper input and use by Client and its Users. Client is solely responsible for ensuring that its use of the Services complies with all applicable laws, regulations, and industry standards. Quorum shall have no liability for any use of the Services by Client in a manner that is unlawful or contrary to applicable guidance. Campaign Finance Content. If Client uses the Services in connection with activities governed by the Federal Election Campaign Act of 1971, as amended (52 U.S.C. §§ 30101 et seq.), including but not limited to the preparation or submission of reports to the Federal Election Commission or any state agency, Client is solely responsible for ensuring the accuracy, completeness, and legal compliance of any such reports or disclosures. Quorum shall not be responsible for any errors, compliance failures, reporting inaccuracies, or any other issues arising from, among other things: (a) incorrect data entry, classification, or recordkeeping by the Client or its users; (b) failure to follow applicable campaign finance laws, regulatory requirements, or guidance provided within the System; (c) misinterpretation or improper reliance on System-generated reports, alerts, or other recommendations of the Services; or (d) unauthorized access or modifications made by Client’s personnel. Client assumes full responsibility for any legal, financial, or regulatory consequences resulting from such user errors and agrees that such incidents shall not constitute a failure of the Services to perform in accordance with this Agreement. Quorum disclaims all liability for damages, penalties, or enforcement actions arising from such errors. Texting. Client shall use any texting features within the System only in compliance with generally accepted Internet practices and all applicable laws and regulations, including, without limitation, the Telephone Consumer Protection Act (TCPA), the FCC’s TCPA Declaratory Ruling and Order, and the then-current messaging principles and best practices published by CTIA – The Wireless Association (available at ctia.org/positions/messaging). Client acknowledges that certain use cases may be prohibited under applicable law, including the TCPA, and that Quorum shall have no obligation to enable or facilitate use of any texting features in a manner that would violate, or reasonably be expected to violate, applicable law or regulation. Client may not use any texting features within the System to induce an individual to purchase, rent, claim, or receive an item, or for any purpose other than the intended purpose of Quorum’s products. PAC CLASSIC Access to Payment Processing. If the Order includes products that provide Payment Processing, Client’s use of Payment Processing requires Client to directly arrange for Paypal Payflow Gateway Services or other mutually agreed-upon third-party payment provider. Compliance with Laws. Client acknowledges that PAC Classic is a tool designed to facilitate compliance, reporting, and management of political contributions, expenditures, and related activities, and the accuracy and effectiveness of the Services depends on the proper input and use by Client and its Users. Client is solely responsible for ensuring that its use of the Services complies with all applicable laws, regulations, and industry standards. Quorum shall have no liability for any use of the Services by Client in a manner that is unlawful or contrary to applicable guidance. Campaign Finance Content. If Client uses the Services in connection with activities governed by the Federal Election Campaign Act of 1971, as amended (52 U.S.C. §§ 30101 et seq.), including but not limited to the preparation or submission of reports to the Federal Election Commission or any state agency, Client is solely responsible for ensuring the accuracy, completeness, and legal compliance of any such reports or disclosures. Quorum shall not be responsible for any errors, compliance failures, reporting inaccuracies, or any other issues arising from, among other things: (a) incorrect data entry, classification, or recordkeeping by the Client or its users; (b) failure to follow applicable campaign finance laws, regulatory requirements, or guidance provided within the System; (c) misinterpretation or improper Docusign Envelope ID: 6D33A890-D36A-848D-802A-E5233B351E7A File 9117 reliance on System-generated reports, alerts, or other recommendations of the Services; or (d) unauthorized access or modifications made by Client’s personnel. Client assumes full responsibility for any legal, financial, or regulatory consequences resulting from such user errors and agrees that such incidents shall not constitute a failure of the Services to perform in accordance with this Agreement. Quorum disclaims all liability for damages, penalties, or enforcement actions arising from such errors. Texting. Client shall use any texting features within the System only in compliance with generally accepted Internet practices and all applicable laws and regulations, including, without limitation, the Telephone Consumer Protection Act (TCPA), the FCC’s TCPA Declaratory Ruling and Order, and the then-current messaging principles and best practices published by CTIA – The Wireless Association (available at ctia.org/positions/messaging). Client acknowledges that certain use cases may be prohibited under applicable law, including the TCPA, and that Quorum shall have no obligation to enable or facilitate use of any texting features in a manner that would violate, or reasonably be expected to violate, applicable law or regulation. Client may not use any texting features within the System to induce an individual to purchase, rent, claim, or receive an item, or for any purpose other than the intended purpose of Quorum’s products. KNOWWHO Salesforce Applications. To the extent that Client uses a solution that includes the KnowWho Salesforce directory components (“Salesforce Applications”), Client acknowledges that the directory data and the corresponding managed package are the exclusive property of Quorum. Client agrees to terminate the KnowWho Salesforce Applications and agrees to delete all KnowWho Salesforce Applications upon termination of this agreement. Client agrees to execute a KnowWho Salesforce Applications Notice of Deletion prior to the end of the Term. Integrations SALESFORCE INTEGRATION Quorum will use commercially reasonable efforts to make their standard Salesforce integration work with Client’s Salesforce implementation and provide standard technical support to help Client integrate Quorum with their Salesforce implementation. Depending on the product listed on the Applicable Order Form, the Salesforce integration includes the following components: Component Standard Integration Advanced Integration Custom Integration Available datasets Up to 3 Quorum datasets, only client-provided data, including historic Grassroots interactions Up to 6 Quorum datasets, client- or Quorum-provided More than 6 Quorum datasets Sync direction One-way One-Way or Two-way One-Way or Two-way Sync records per month 10,000 100,000 100,000+ Sync frequency Up to daily Up to daily Up to hourly Preprocessing Minimal as reasonably determined by Quorum Some preprocessing as reasonably determined by Quorum Advanced preprocessing as reasonably determined by Quorum Salesforce objects Only native objects Native or custom objects Native or custom objects Data matching new records Not included Included Included Automated data changes Not included included included Client-specific integration notes (including fields, etc.): • The included datasets are: • The sync direction is: • The sync frequency is: • Other specific integration notes: Docusign Envelope ID: 6D33A890-D36A-848D-802A-E5233B351E7A File 9117 Any customizations or changes beyond the components stated here may require additional costs that will be agreed upon in writing by both parties prior to any customization. NATIONBUILDER INTEGRATION Quorum will use commercially reasonable efforts to make their standard Nationbuilder integration work with Client’s Nationbuilder implementation and provide standard technical support to help Client integrate Quorum with their Nationbuilder implementation. Any customizations or changes beyond the standard integration will require additional costs that will be agreed upon in writing by both parties prior to any customization. The contacts and organizations (accounts) and grassroots actions from Client’s Quorum account will be included in the Nationbuilder integration. Contacts and organizations (accounts) will be a bi-directional sync between Quorum and Nationbuilder. Grassroots actions, if applicable, will be one-way sync from Quorum to Nationbuilder. Quorum will use commercially reasonable efforts to make the Quorum/Nationbuilder sync occur on a daily basis and will use commercially reasonable efforts to cause data transfer to not require manual processes. Quorum is not liable to Client for any failure on Client’s part to provide sufficient documentation about or access to Client’s Nationbuilder implementation. Client understands that should their Nationbuilder implementation differ from a standard Nationbuilder implementation, the out-of-the-box integration may not work and may require significant customization at additional cost. Should the out-of-the-box integration not be possible without additional cost, and should that additional cost not be acceptable to Client, Client may cancel the Nationbuilder Integration with immediate effect and no additional payments due for the product. Docusign Envelope ID: 6D33A890-D36A-848D-802A-E5233B351E7A File 9117 SFTP INTEGRATION Quorum will use commercially reasonable efforts to provide recurring data import and/or export functionality for Client with the following characteristics: 1. Data may be imported as frequently as desired, exported on no more than a daily basis, or both as requested by Client; 2. Data will be exchanged between Quorum and the Client using a Secure File Transfer Protocol (“SFTP”) Server, either provided by Quorum or provided by Client. 3. If using Quorum’s SFTP Server, only access from specifically allow-listed origin IP addresses will be permitted, and authentication shall be by either a Quorum-supplied password or an SSH key. 4. Data will be provided in a “flat file” format comprising a UTF-8 encoded comma-separated-values text file or files; 5. Data may be imported to most client-editable fields in Quorum that are applicable to the products reflected in the applicable Order Form, including all client-created custom fields, that are present in the Contacts or Organizations dataset, or in Aggregate or Geographic Custom Data, with data imports triggered by the uploading of an import-ready file to the SFTP server by the Client. The import-ready files must present the information exactly as Client wishes it to appear in Quorum, without need for modification or processing; 6. Data may be exported from most client-editable fields in Quorum that are applicable to the products reflected in the applicable Order Form, including all Custom fields, that are present in the Contacts, Organizations, Grassroots Actions, Outbox, Outbound Texting, and Notes and Interactions datasets; limited fields may be available on other datasets but are not guaranteed unless separately stated in this document; with data exports operating on a recurring schedule as agreed between Client and Quorum. Quorum will use commercially reasonable efforts to facilitate Client’s ability to access and use the information in a timely manner. It is possible for Quorum to customize the import and export process to facilitate special needs, including the pre-processing of client data to accommodate client needs and the customization of the form and manner in which data is exported, but any such customization could incur additional costs. Should Client’s desired use case not be possible without customization at additional cost, and should that additional cost not be acceptable to Client, Client may cancel the SFTP Integration with immediate effect and no additional payments due for the product. Docusign Envelope ID: 6D33A890-D36A-848D-802A-E5233B351E7A Page 1 of 4 Exhibit C Quorum Analytics Inc. Subscription Order Form Subscription Details Client Legal Name: City of Denton, Texas Name of Team Using Quorum: Government Affairs User Cap: Start Date: 8/1/2026 End Date: 7/31/2027 Payment Terms: Net 30 Billing Frequency: Annual Quote ID: Q-32608 Purchase Order Number: GSA Schedule Information GSA Contract Number: 47QTCA20D00B6 GSA Point of Contact Name: Isabella Osborne GSA Point of Contact Title: Contracting Officer GSA Point of Contact Email: isabella.osborne@gsa.gov GSA Point of Contact Phone: 404-216-8946 Order Form Base Year Subscription Part Product/Service Name Start Date End Date QTY Unit Unit Price Total Numb er CUS- Custom Work 8/1/2026 7/31/2027 EA 1.00 USD USD 205 7,250.10 7,250.10 SNG- Quorum Single State - Expected 8/1/2026 7/31/2027 EA 1.00 USD USD 111- Single State Users - 1 - 5 User Tier 9,546.80 9,546.80 1 TX SNG- Quorum Single State - Expected 8/1/2026 7/31/2027 EA 1.00 USD USD 111- Single State Users - Each Additional 1,534.31 1,534.31 N User TX LOS- Quorum Single State Local - 8/1/2026 7/31/2027 EA 1.00 USD USD 130- Expected Single State Local Users - 1 1,668.79 1,668.79 Docusign Envelope ID: 6D33A890-D36A-848D-802A-E5233B351E7A Page 2 of 4 1 - 5 User Tier Part Numb Product/Service Name er Start Date End Date QTY Unit Unit Price Total TX Base Year Subscription TOTAL: USD 20,000.00 Base Year Subscription: Managed Services Part Numb Product/Service Name er Start Date End Date QTY Unit Unit Price Total CUS-205 Custom Work 8/1/2026 7/31/2027 EA 1.00 USD 9,500.00 USD 9,500.00 Base Year Subscription: Managed Services TOTAL: USD 9,500.00 Base Year Subscription: Launchpad Onboarding Part Numb Product/Service Name er Start Date End Date QTY Unit Unit Price Total CUS-205 Custom Work 8/1/2026 7/31/2027 EA 1.00 USD 500.00 USD 500.00 Base Year Subscription: Launchpad Onboarding TOTAL: USD 500.00 Option Year One Subscription Part Product/Service Name Start Date End Date QTY Unit Unit Price Total Numb er CUS- Custom Work 8/1/2027 7/31/2028 EA 1.00 USD USD 205 7,250.10 7,250.10 SNG- Quorum Single State - Expected 8/1/2027 7/31/2028 EA 1.00 USD USD 111- Single State Users - 1 - 5 User Tier 9,546.80 9,546.80 1 TX SNG- Quorum Single State - Expected 8/1/2027 7/31/2028 EA 1.00 USD USD 111- Single State Users - Each Additional 1,534.31 1,534.31 N User TX LOS- Quorum Single State Local - 8/1/2027 7/31/2028 EA 1.00 USD USD 130- Expected Single State Local Users - 1 1,668.79 1,668.79 1 - 5 User Tier TX Option Year One Subscription TOTAL: USD 20,000.00 Docusign Envelope ID: 6D33A890-D36A-848D-802A-E5233B351E7A Page 3 of 4 Option Year One Subscription: Managed Services Part Numb Product/Service Name er Start Date End Date QTY Unit Unit Price Total CUS-205 Custom Work 8/1/2027 7/31/2028 EA 1.00 USD 9,500.00 USD 9,500.00 Option Year One Subscription: Managed Services TOTAL: USD 9,500.00 Option Year Two Subscription Part Product/Service Name Start Date End Date QTY Unit Unit Price Total Numb er CUS- Custom Work 8/1/2028 7/31/2029 EA 1.00 USD USD 205 7,250.10 7,250.10 SNG- Quorum Single State - Expected 8/1/2028 7/31/2029 EA 1.00 USD USD 111- Single State Users - 1 - 5 User Tier 9,546.80 9,546.80 1 TX SNG- Quorum Single State - Expected 8/1/2028 7/31/2029 EA 1.00 USD USD 111- Single State Users - Each Additional 1,534.31 1,534.31 N User TX LOS- Quorum Single State Local - 8/1/2028 7/31/2029 EA 1.00 USD USD 130- Expected Single State Local Users - 1 1,668.79 1,668.79 1 - 5 User Tier TX Option Year Two Subscription TOTAL: USD 20,000.00 Option Year Two Subscription: Managed Services Part Numb Product/Service Name er Start Date End Date QTY Unit Unit Price Total CUS- 205 Custom Work 8/1/2028 7/31/2029 EA 1.00 USD 9,500.00 USD 9,500.00 Option Year Two Subscription: Managed Services TOTAL: USD 9,500.00 Terms & Conditions This order form is for informational purposes only. TOTAL: USD 30,000.00 Docusign Envelope ID: 6D33A890-D36A-848D-802A-E5233B351E7A Page 4 of 4 Notes: In connection with Client’s execution of this Order Form, Quorum will provide a limited free trial from the date the Client executes the Order Form to 7/31/2026 (the “Trial Period”). By accessing or using the System during the Trial Period, Client agrees to be bound by the negotiated terms of the SERVICE CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND QUORUM ANALYTICS, INC. (File #9117). Quorum shall be entitled to cancel the free trial at any time during the Trial Period. Unless otherwise agreed by Client and Quorum in writing, Client’s paid subscription to the System will commence upon the earlier of (i) the Start Date on this Order Form, or (ii) the conclusion of the Trial Period. Period of Performance is twelve months. Quorum Single State Covers legislative and regulatory tracking for one selected U.S. state. Includes bills, committees, state officials and staff directories, state-specific alerts, and social media dialogue tracking. Supports streamlined workflows for legislative monitoring and stakeholder engagement at the state level. Single State + Local Combines one state’s legislative and regulatory data with local government monitoring within that state. Includes state bills, committees, staff directories, social media dialogue tracking, and coverage of major city and county meetings (e.g., agendas and minutes). Ideal for unified tracking across jurisdictions without ordinance-level detail. Custom Work ($7250.00) = Quorum Collaborator (QTY 30) Provides limited-access accounts for internal team members or subject matter experts to view and comment on bill profiles without needing a full license. Ideal for collecting feedback from contributors who don’t need daily platform use. A cost-effective way to expand legislative input across a wider team. 1–15 users @ $300 per user 16–25 users @ $200 per user 26–50 users @ $150 per user 51–100 users @ $100 per user 101+ users @ $75 per user Custom Work ($9500.00) = Quorum Managed Services – 25 Hours Quorum Managed Services provides 25 hours of recurring, hands-on platform support delivered by Quorum’s Managed Services team on the client’s behalf. Services include data hygiene, form and field creation, email management, interaction logging optimization, list communications management, customized report summaries (including sheets and dashboards), stakeholder mapping, basic Action Center widget design, campaign creation and review, advocate benchmarking, and Boolean search term optimization. This service enables clients to focus on strategic priorities while Quorum executes tactical platform configuration, optimization, and reporting as defined in the Statement of Work. Custom Work ($500.00) = Quorum Launchpad Onboarding A structured, self-guided onboarding program designed to help new clients get started quickly. Includes curated resources, milestone checklists, and support from a Customer Success Manager. Ideal for teams that prefer to manage setup internally. Billed in base year only. Docusign Envelope ID: 6D33A890-D36A-848D-802A-E5233B351E7A CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date Docusign Envelope ID: 6D33A890-D36A-848D-802A-E5233B351E7A Exhibit D-CIQ 8/7/2026 Quorum Analytics, Inc Certificate Of Completion Envelope Id: 6D33A890-D36A-848D-802A-E5233B351E7A Status: Completed Subject: ***Purchasing Approval*** 9117-State Legislative Tracking System Source Envelope: Document Pages: 31 Signatures: 6 Envelope Originator: Certificate Pages: 6 Initials: 1 Ginny Brummett AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Ginny.Brummett@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 8/4/2026 3:55:17 PM Holder: Ginny Brummett Ginny.Brummett@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Ginny Brummett Ginny.Brummett@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 8/4/2026 3:56:19 PM Viewed: 8/4/2026 3:56:29 PM Signed: 8/4/2026 3:56:38 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: 8/4/2026 3:56:40 PM Viewed: 8/5/2026 10:30:09 AM Signed: 8/5/2026 10:30:43 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Leah Bush leah.bush@cityofdenton.com Assistant City Attorney Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 8/5/2026 10:30:45 AM Viewed: 8/5/2026 11:57:22 AM Signed: 8/6/2026 11:54:30 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Matt Williams matt.williams@quorum.us CFO Quorum Analytics LLC Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 2600:1700:2680:3fb0:19d0:2ff6:6897:3684 Sent: 8/6/2026 11:54:34 AM Viewed: 8/6/2026 2:52:23 PM Signed: 8/7/2026 11:17:17 AM Electronic Record and Signature Disclosure: Accepted: 8/6/2026 2:52:23 PM ID: 578dde61-03c4-4775-9e68-f650b660c601 Signer Events Signature Timestamp Cassey Ogden Cassandra.Ogden@cityofdenton.com InterimCity Manager Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 8/7/2026 11:17:20 AM Viewed: 8/7/2026 11:19:54 AM Signed: 8/7/2026 11:20:29 AM Electronic Record and Signature Disclosure: Accepted: 8/7/2026 11:19:54 AM ID: d1382a33-7db8-4aa6-8eec-c6dc4fb8f5a2 Ginny Brummett Ginny.Brummett@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 8/7/2026 11:20:31 AM Viewed: 8/7/2026 12:01:08 PM Signed: 8/7/2026 12:01:23 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.104 Sent: 8/7/2026 12:01:25 PM Viewed: 8/7/2026 2:47:58 PM Signed: 8/7/2026 2:48:13 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 Sarah Richard sarah.richard@quorum.us Security Level: Email, Account Authentication (None) Sent: 8/6/2026 11:54:34 AM Viewed: 8/7/2026 7:49:17 AM Electronic Record and Signature Disclosure: Not Offered via Docusign Kristi Fogle Kristi.Fogle@cityofdenton.com Chief of Staff Security Level: Email, Account Authentication (None) Sent: 8/7/2026 2:48:15 PM Electronic Record and Signature Disclosure: Accepted: 8/7/2026 12:36:07 PM ID: d8b31b80-de95-4a13-a484-16a1fcf179bd Carbon Copy Events Status Timestamp Brad Doss brad.doss@quorum.us Security Level: Email, Account Authentication (None) Sent: 8/7/2026 2:48:15 PM Electronic Record and Signature Disclosure: Not Offered via Docusign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 8/4/2026 3:56:19 PM Certified Delivered Security Checked 8/7/2026 2:47:58 PM Signing Complete Security Checked 8/7/2026 2:48:13 PM Completed Security Checked 8/7/2026 2:48:15 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. 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Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. To indicate to us that you are changing your mind, you must withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your DocuSign account. This will indicate to us that you have withdrawn your consent to receive required notices and disclosures electronically from us and you will no longer be able to use your DocuSign Express user account to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through your DocuSign user account all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Matt Williams, Cassey Ogden, Kristi Fogle 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. 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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.