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8062 - Informal Letter Change 2 Executed Procurement & Compliance 901 B Texas St., Denton, TX 76209  (940) 349-7100 OUR CORE VALUES Integrity  Fiscal Responsibility  Inclusion Transparency  Outstanding Customer Service August 19th, 2022 Mr. Sean Sykes N. Harris Computer Corporation. 1 Antares Drive, Suite 400 Ottawa, ON, CAN K2E 8C4 SSykes2@harriscomputer.com Re: Letter Agreement to Amend (this “Amendment”) File 8062 – Utility Billing System between the City of Denton (“COD”) and N. Harris Computer Corporation dated August 16th, 2022 (the “Contract”) – Informal Change #2 Dear Mr. Sykes, Thank you for being such a valued partner. By signing this Amendment below, COD and N. Harris Computer Corporation agree that the Contract is hereby deemed amended to the updated Schedule of Charges, as shown in Attachment A. Except as amended by this Amendment, the Contract is not otherwise amended and all other terms and conditions of the Contract remain in full force and effect, as amended hereby. This Amendment may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. Signatures transmitted electronically shall have the same effect as the delivery of original signatures. Regards, ____________________________ ___________________________ Erica Garcia, Buyer Sean Sikes, Vice President Procurement and Compliance or Authorized Representative City of Denton N. Harris Computer Corporation DocuSign Envelope ID: 4E9B9C77-925D-4735-80F8-DFD3390C98FF Statement of Work: NorthStar Enterprise REST API SOW City of Denton July 20, 2022 Version 1.1 SOW VALID UNTIL: September 20, 2022 ATTACHMENT A DocuSign Envelope ID: 4E9B9C77-925D-4735-80F8-DFD3390C98FF 2 Revision Control Document Title: Denton – NorthStar Enterprise REST API SOW Author: Paven Sekhon Version Date Author Details / Comments Version 1.0 2022-07-20 Pav Sekhon Initial Draft ATTACHMENT A DocuSign Envelope ID: 4E9B9C77-925D-4735-80F8-DFD3390C98FF 3 TABLE OF CONTENTS 1 Introduction ................................................................................................................................ 4 1.1 Objective .................................................................................................................................... 4 2 Service Description ...................................................................................................................... 5 2.1 Areas within Scope ..................................................................................................................... 5 2.2 Areas Out of Scope ..................................................................................................................... 5 2.3 Approach .................................................................................................................................... 6 3 Change Management Process ...................................................................................................... 6 4 Fees & Payment Schedule ............................................................................................................ 7 4.1 Payment Schedule ...................................................................................................................... 7 4.2 Travel and Living Expenses ......................................................................................................... 8 5 Termination ................................................................................................................................. 9 6 Project Assumptions .................................................................................................................. 10 7 Document Acceptance and Signoff ............................................................................................. 11 ATTACHMENT A DocuSign Envelope ID: 4E9B9C77-925D-4735-80F8-DFD3390C98FF 4 This Statement of Work for the City of Denton NorthStar Enterprise REST API – Statement of Work (this “SOW”) is made pursuant to the “Agreement for Supply, Installation, and Implementation of Master Agreement for Software License, Subscription, Services, Support and Maintenance, and Hosting Services Agreement dated November 10, 2021. 1 INTRODUCTION City of Denton, hereafter referred to as “Denton”, wishes to purchase an Enterprise REST API License from NorthStar Utilities Solutions, an unincorporated division of N. Harris Computer Corporation (“NorthStar”). Specific Limitations on Use of NorthStar REST API. Except as expressly provided in this Agreement and its attachments or subsequently agreed upon in writing by Harris, Organization may not integrate with the proprietary NorthStar REST API. It is specifically understood that Harris has existing relationships with specific vendors related to such integration, and that integrations with vendors who do not have existing such integrations may entail additional costs and complexities. 1.1 Objective This Statement of Work describes the work to be performed by NorthStar, and any associated deliverables for this engagement (the “Services”). This SOW includes a scope definition, high-level timeline, fees, and other terms and conditions specific to the Services hereunder. Changes to this document shall be made through a change management process as described later in this SOW. ATTACHMENT A DocuSign Envelope ID: 4E9B9C77-925D-4735-80F8-DFD3390C98FF 5 2 SERVICE DESCRIPTION 2.1 Areas within Scope 2.1.1 Implementation Scope All implementation activities to be performed remotely, unless otherwise requested. The scope of this statement of work includes the licensing of an Enterprise API License for the City of Denton: 2.1.2 NorthStar Consulting Services • No consulting services. 2.1.3 Engagement Completion Criteria This engagement is deemed completed and accepted upon purchase of Enterprise API License. 2.2 Areas Out of Scope Anything in this section and not listed in the above “Areas within Scope” is considered out of scope for this SOW. Specific items that are currently out of scope of this engagement include: • API consulting services or support • Integration Discoveries • Development of any existing or new API’s. ATTACHMENT A DocuSign Envelope ID: 4E9B9C77-925D-4735-80F8-DFD3390C98FF 6 2.3 Approach Please speak to your account manager regarding scheduling for this project. Should additional time be required to complete this project at any time, you will be notified and asked for your approval in advance of NorthStar completing the incremental work. 3 CHANGE MANAGEMENT PROCESS NorthStar will maintain the SOW with formal documentation denoting agreed upon changes. Denton and NorthStar may propose changes to this SOW addressing services falling outside the scope of services described in this SOW (“Change”). The Change Order form must be used for all change requests. NorthStar shall have no obligation to commence work in connection with any change until the fee and schedule impact of the change is agreed upon in a written Change Order form signed by the designated representatives from both parties. Upon identifying the need for a change, NorthStar shall submit the change on our standard Change Order form describing the change, including the impact of the change on the schedule, fees and expenses. Within 5 consecutive business days of receipt of the change order form, Customer shall either indicate acceptance or rejection of the proposed change by signing the Change Order form or any other period of time mutually agreed to by the parties. If NorthStar is advised not to perform the change, then NorthStar shall proceed only with the original services. In the absence of Customer acceptance or rejection of the Change Order, NorthStar will not perform the proposed change. ATTACHMENT A DocuSign Envelope ID: 4E9B9C77-925D-4735-80F8-DFD3390C98FF 7 4 FEES & PAYMENT SCHEDULE NorthStar REST API Implementation License Unit Cost Quantity Total Maintenance NorthStar REST API $64,200 1 $64,200 $16,050* License Total $64,200 Professional Services - Project Management - Documentation - Technical Consulting Support $0 Technology, Communication, Administration $0 Services Total $0 Project Total $64,200 $16,050* *In addition to existing recurring NorthStar Maintenance & Support fees. 4.1 Payment Schedule Any mutually agreed upon change controls will be billed at the standard NorthStar hourly rate when incurred. An additional amount equal of 5% of the total fees billed has been included in the fee charged to cover technology, communication and administrative costs. Price excludes any applicable taxes. The NorthStar fees for the scope of services described in this Statement of Work, including the technology, communication and administrative fee, is $83,520 USD based on fixed price plus any travel and logistics (T&L) which may be required. Any additional hours will be charged at the NorthStar standard hourly rate of $230. License: • 100% on contract signing Maintenance: • 100% is due on signing. NorthStar will prorate the maintenance based on Denton’s maintenance renewal term. Invoices are payable upon receipt. ATTACHMENT A DocuSign Envelope ID: 4E9B9C77-925D-4735-80F8-DFD3390C98FF 8 Quote is valid for 90 days from date of delivery. After 90 days the quote will be considered expired and would need to be reassessed and re-quoted if still required. 4.2 Travel and Living Expenses The above mentioned fees do not include any travel and per diem expenses incurred for on-site visits required for this engagement. Any travel time will be billed at $75/hour. Denton shall also pay or reimburse travel expenses plus a per diem reasonably incurred in furtherance of NorthStar duties hereunder. ATTACHMENT A DocuSign Envelope ID: 4E9B9C77-925D-4735-80F8-DFD3390C98FF 9 5 TERMINATION Unless NorthStar and/or Denton exercises its right to terminate this SOW due to material breach or default, NorthStar must provide, and Denton must purchase, services from NorthStar for the items defined within this SOW. If Denton and/or NorthStar exercises its right to terminate this SOW due to material breach or default, or Customer and/or NorthStar terminates this SOW without cause, Denton’s obligation includes the following: 1. Provide notice of 10 calendar days for termination without cause; 2. Return the software to NorthStar and certify, under the hand of a duly authorized officer of the Organization, that all copies of the software or any part thereof, in any form, within the possession or control of the Organization have been returned to NorthStar. (if applicable) 3. Complete payment for services performed and expenses incurred prior to termination including: a. Any amounts previously invoiced but unpaid; b. Fees for services performed through the termination date which has not been invoiced; and c. Any approved travel and living costs. NorthStar’s obligation includes the following: 1. Provide notice of 10 calendar days for termination without cause. Under no circumstances shall NorthStar be liable for any special, indirect, consequential, punitive or incidental damages of any kind and shall not be liable for loss of profits, works stoppage, system failure or malfunction, loss of data or any other damages or losses in connection with this statement of work, even if NorthStar has been advised of the possibility of such damages. In any event, NorthStar shall not be liable to pay any amount, in the aggregate, that is greater than the fees received by NorthStar under this statement of work. ATTACHMENT A DocuSign Envelope ID: 4E9B9C77-925D-4735-80F8-DFD3390C98FF 10 6 PROJECT ASSUMPTIONS The services, fees and delivery schedule for this engagement are based upon the following assumptions: • Any items not explicitly identified within this document are considered out of scope. Any changes to those responsibilities and/or deliverables will be considered a change in scope for the project. Any proposed change to the engagement scope must be put into written format and be submitted to NorthStar during this project for review and consideration. • This project currently has, and will continue to have, the support of senior Denton management and will be assigned sufficient priority with respect to other projects to ensure its success. • Denton will assign a Lead to act as an internal resource and guide throughout this engagement. • Denton will secure the appropriate staff in a timely fashion in order to discuss or review the various materials produced when required. It is expected that the individuals involved will have experience in Denton’s day-to-day operations and will work closely with the NorthStar Consultants to resolve issues as required. The main purpose of this interaction is to provide a quick and consistent response to procedural issues. • Denton will secure, as required and in a timely fashion, the assistance and cooperation of the third party providers to ensure specifications and documentation are complete and accurate. A change order may be created if the third party providers are unavailable or non-cooperative and as such results in an impact to the schedule or effort. • Denton will provide access and support from the IT group and any other stakeholder, as deemed necessary by NorthStar throughout this project. • Denton agrees to facilitate any required corporate logistics for the fulfillment of this agreement. • Denton will provide the appropriate remote access to its network, facilities, and systems as may be required to perform activities from one of NorthStar’s locations. NorthStar shall abide by all rules and directions of Denton when accessing the Denton’s network, facilities or systems. • All hardware, software, and network components supplied by Denton are working properly and are free of defects and will meet minimum hardware standards provided during the engagement. • All third-party software and hardware products are assumed to perform correctly in Denton’s environment, in accordance with the appropriate third-party vendor’s specifications. • The consultants will work remotely and will have ready access to appropriate personnel in the user departments and to the technical documentation associated with the systems. • Denton is responsible to provide the Testing and Production environment. ATTACHMENT A DocuSign Envelope ID: 4E9B9C77-925D-4735-80F8-DFD3390C98FF 11 7 DOCUMENT ACCEPTANCE AND SIGNOFF Accepted on this day by: City of Denton NorthStar Utilities Solutions By: ____________________________ By: ______________________________ Name: ___________________________ Name: _____________________________ Title: ___________________________ Title: _____________________________ Date: ___________________________ Date: _____________________________ Please sign and return this document by email to Paven Sekhon at PSekhon@harriscomputer.com. If you have any questions or need further information, please feel free to contact Pav Sekhon. ATTACHMENT A DocuSign Envelope ID: 4E9B9C77-925D-4735-80F8-DFD3390C98FF Erica Garcia 8/29/2022 Buyer 8/29/2022 Sean Sykes Vice President Sales Certificate Of Completion Envelope Id: 4E9B9C77925D473580F8DFD3390C98FF Status: Completed Subject: Please DocuSign: 8062 API SOW Change #2 Source Envelope: Document Pages: 12 Signatures: 4 Envelope Originator: Certificate Pages: 5 Initials: 0 Erica Garcia AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 erica.garcia@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 8/29/2022 9:55:41 AM Holder: Erica Garcia erica.garcia@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Erica Garcia erica.garcia@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: 8/29/2022 10:02:11 AM Viewed: 8/29/2022 10:02:17 AM Signed: 8/29/2022 10:02:21 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sean Sykes SSykes2@harriscomputer.com Vice President Sales Security Level: Email, Account Authentication (None)Signature Adoption: Drawn on Device Using IP Address: 174.112.160.105 Sent: 8/29/2022 10:02:22 AM Viewed: 8/29/2022 4:32:14 PM Signed: 8/29/2022 4:33:48 PM Electronic Record and Signature Disclosure: Accepted: 8/29/2022 4:32:14 PM ID: b4105e9a-ad18-4061-91c7-f184e975231f In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Sent: 8/29/2022 4:33:49 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Christa Foster Christ.Foster@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 8/29/2022 4:33:50 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 8/29/2022 10:02:11 AM Certified Delivered Security Checked 8/29/2022 4:32:14 PM Signing Complete Security Checked 8/29/2022 4:33:48 PM Completed Security Checked 8/29/2022 4:33:50 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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