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8286 - Contract Executed Docusign City Council Transmittal Coversheet File Name Purchasing Contact City Council Target Date Piggy Back Option Contract Expiration Ordinance DocuSign Envelope ID: ED91C426-D023-49FD-B65A-462AD405F2A1 Gabby Leeper 8286COOP Not Applicable Microsoft Unified Support AUGUST 15, 2028 AUGUST 15, 2023 23-1523 File 8236 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND MICROSOFT CORPORATION (FILE # 8286) THIS CONTRACT is made and entered into this date _______________________, by and between Microsoft Corporation., a Washington Corporation, whose address is One Microsoft Way Redmond Washington, 98052, 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 his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products 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) Department of Information Resources (DIR) Cooperative Purchasing Contract #DIR-CPO- 4911 with Microsoft Corporation (Exhibit “B” on file at the office of the Purchasing Agent); (c) Microsoft Corporation Agreement (Exhibit “C”); (d) Certificate of Interested Parties Electronic Filing (Exhibit “D”); (e) Insurance Requirements (Exhibit “E”); (f) Form CIQ – Conflict of Interest Questionnaire (Exhibit "F") 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: ED91C426-D023-49FD-B65A-462AD405F2A1 08/15/2023 File 8236 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. DocuSign Envelope ID: ED91C426-D023-49FD-B65A-462AD405F2A1 File 8236 IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. SUPPLIER BY: _____________________________ AUTHORIZED SIGNATURE Printed Name: _____________________ Title: ____________________________ _________________________________ PHONE NUMBER _________________________________ EMAIL ADDRESS _________________________________ TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS BY: ______________________________ SARA HENSLEY, CITY MANAGER ATTEST: JESUS SALAZAR, CITY SECRETARY BY: ______________________________ 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 PRINTED NAME __________________________________ TITLE __________________________________ DEPARTMENT DocuSign Envelope ID: ED91C426-D023-49FD-B65A-462AD405F2A1 7049299563 Josh Stikeleather Josh.Stikeleather@microsoft.com Support Specialist 2023-1046396 Chief Technology Officer Leisha Meine Technology Services File 8236 Exhibit A Special Terms and Conditions 1. Contract Term The contract term will be one (3) years, effective from date of award. The City and the Contractor shall have the option to renew this contract for two additional (1) 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 $650,000. Pricing shall be per Exhibit C attached. DocuSign Envelope ID: ED91C426-D023-49FD-B65A-462AD405F2A1 EnterpriseServicesWorkOrder-PubSec-MUS-v2.0(US)(ENG)(Sep2018) [CP] Page 1 of 7 Microsoft Enterprise Services Work Order TX-DIR-CPO-4911 (For Microsoft Internal Purposes Only) Work Order Number GVS1235-434082-548583 This Work Order consists of the terms and conditions below, and the provisions of the Microsoft Master Services Agreement reference U5228634, effective as of 5/2/2017 (the “Agreement”), the provisions of the Unified Enterprise Support Services Description applicable to the Professional Services identified in this Work Order, and any attachments or exhibits referenced in this Work Order, all of which are incorporated herein by this reference. In this Work Order “Customer,” “you,” or “your” means the undersigned customer or its affiliate and "Microsoft", “we,” “us,” or “our” means the undersigned Microsoft affiliate. By signing below the parties acknowledge and agree to be bound to the terms of this Work Order, the Agreement and all other provisions incorporated in them. This Work Order is effective as of the date that Microsoft signs this Work Order. Regardless of any terms and conditions contained in a purchase order, if any, the terms of this Work Order apply. Customer Microsoft Affiliate Name of Customer (please print) City Of Denton Name Microsoft Corporation Signature Name of person signing (please print) Title of person signing (please print) Signature date Signature Name of person signing (please print) Title of person signing (please print) Signature date (effective date) Name of Customer or its Affiliate that executed the Agreement (if different from Customer above) Exhibit C DocuSign Envelope ID: ED91C426-D023-49FD-B65A-462AD405F2A1 Support Specialist Josh Stikeleather 7/14/202308/15/2023 Sara Hensley City Manager EnterpriseServicesWorkOrder-PubSec-MUS-v2.0(US)(ENG)(Sep2018) [CP] Page 2 of 7 Customer invoice information Name of Customer City Of Denton Contact Name (Receives invoices under this Work Order) Accounts Payable Street Address Accounts Payable 215 E Mckinney St Contact E-Mail Address Accounts.Payable@cityofdenton.com City Denton State/Province Texas Phone 940-349-7373 Country United States Postal Code 76201-4299 Fax 1. Support Services and Fees. 1.1. Term. Microsoft Enterprise Support Services will commence on 9/1/2023 (the “Support Commencement Date”) and will expire on 8/31/2024 (the “Support Expiration Date”). 2. Description of Services. Please refer to the current Unified Enterprise Support Services Description (“USSD”) which will be incorporated by reference and is published by Microsoft from time to time at https://www.microsoft.com/unified-support-services-description. Microsoft may update the support services you purchase under this agreement from time to time, provided that the level of support services you purchase will not materially decrease during the current Term. DocuSign Envelope ID: ED91C426-D023-49FD-B65A-462AD405F2A1 EnterpriseServicesWorkOrder-PubSec-MUS-v2.0(US)(ENG)(Sep2018) [CP] Page 3 of 7 Services by Support Location City Of Denton - Unified Enterprise Support - 2023-24 USA - SLG - Enterprise West 9/1/2023 - 8/31/2024 Quantity Service Service Type Included Enterprise Advisory Support Hours As-needed Advisory Services Included Enterprise Azure Problem Resolution Hours As- needed Problem Resolution Support Included Enterprise On-demand Assessment On-Demand Assessment Included Enterprise On-Demand Assessment - Setup and Config Service As-needed On-Demand Assessment Remote Included Enterprise On-Demand Education On-Demand Education Included Enterprise Online Support Portal Administrative Included Enterprise Problem Resolution Hours As-needed Problem Resolution Support Included Enterprise Reactive Support Management Service Delivery Management Included Enterprise Service Delivery Management Service Delivery Management Included Enterprise Webcasts As-Needed Webcast Included Reactive Enabled Contacts Problem Resolution Support 1 ea Onboarding Accelerator - Implementing Security Baselines - Base Onboarding Services 1 ea Onsite Visit Onsite Support 25 ea Proactive Credits Proactive Credits Included Service Delivery Management Extended Service Delivery Management 2.1. Support Services Fees. The items listed in the table above represent the services that Customer has pre-purchased for use during the term of this Work Order, and applicable fees are shown in the table below. Microsoft Support Services are a non-refundable, prepaid service. Microsoft must receive Customer purchase order or payment before Microsoft commences or continues, as applicable, provision of Microsoft Support Services. If Customer issues a purchase order, Microsoft will invoice Customer, and Customer agrees to pay Microsoft within 30 calendar days of the date of Microsoft invoice. Microsoft reserves the right to adjust Microsoft fees prior to entering into any changes to the Microsoft Support Services ordered herein. DocuSign Envelope ID: ED91C426-D023-49FD-B65A-462AD405F2A1 EnterpriseServicesWorkOrder-PubSec-MUS-v2.0(US)(ENG)(Sep2018) [CP] Page 4 of 7 Services Summary Billing Date Fee USD City Of Denton - Unified Enterprise Support - 2023-24 9/1/2023 $104,758.27 City Of Denton - Unified Proactive Svcs Enterprise-2023- 24 9/1/2023 $27,170.00 Subtotal $131,928.27 Flex Allowance ($25,000.00) One Time Microsoft Empowerment ($16,039.00) Total Fees (excluding taxes) $90,889.27 Billing Schedule Billing Date Fee USD One-Time Payment - City Of Denton 9/1/2023 $90,889.27 Total Fees (excluding taxes) $90,889.27 2.2. Support for Microsoft Products Microsoft will provide support for Customer’s licensed, commercially released, and generally available Microsoft products, and cloud services subscriptions purchased by Customer or Customer’s Affiliate: i) as indicated in Appendix A; and ii) during the Term of this Work Order. Such products and subscriptions exclude those purchased by any party that is not Customer’s Affiliate as of the Support Commencement Date. 2.3. Customer Named Contact(s). Any changes to the named contacts should be submitted to Microsoft Contact. Name of Customer Support Service Administrator Paul Desjardins. Street Address 601 E Hickory St Suite A Contact E-Mail Address Paul.Desjardins@cityofdenton.com City Denton State/Province Texas Phone 940-349-7373 Country United States Postal Code 76205-4305 Fax DocuSign Envelope ID: ED91C426-D023-49FD-B65A-462AD405F2A1 EnterpriseServicesWorkOrder-PubSec-MUS-v2.0(US)(ENG)(Sep2018) [CP] Page 5 of 7 3. Use, ownership, rights, and restrictions. 3.1. Products. “Product” means all products identified in the Product Terms, such as all Software, Online Services and other web-based services, including pre-release or beta versions. Product availability may vary by region. “Product Terms” means the document that provides information about Microsoft Products available through volume licensing. The Product Terms document is published on the Volume Licensing Site (http://www.microsoft.com/licensing/contracts or successor site) and is updated from time to time. All products and related solutions provided under this Work Order will be licensed according to the terms of the license agreement packaged with or otherwise applicable to such product. Customer is responsible for paying any licensing fees associated with Products. 3.2. Fixes. “Fixes” means Product fixes, modifications, enhancements, or their derivatives, that Microsoft either releases generally (such as service packs), or that Microsoft provides to Customer when performing Professional Services (all support, planning, consulting and other professional services or advice, including any resulting deliverables provided to Customer under this Work Order, to address a specific issue. “Professional Services” means Product support services and Microsoft consulting services provided to Customer under this Work Order. “Professional Services” or “services” does not include Online Services, unless specifically noted. Fixes are licensed according to the license terms applicable to the Product to which those Fixes relate. If the Fixes are not provided for a specific Product, any other use terms Microsoft provides with the Fixes will apply. 3.3. Pre-existing Work. "Pre-existing Work" means any computer code or other written materials developed or otherwise obtained independent of this Work Order. All rights in Pre-existing Work shall remain the sole property of the party providing the Pre- existing Work. Each party may use, reproduce and modify the other party's Pre-existing Work only as needed to perform obligations related to Professional Services. 3.4. Services Deliverables. “Services Deliverables” means any computer code or materials, other than Products or Fixes that Microsoft leaves with Customer at the conclusion of Microsoft’s performance of Professional Services. Upon payment in full for the Professional Services, Microsoft grants Customer a non- exclusive, non-transferable perpetual, fully paid-up license to reproduce, use and modify the Services Deliverable, solely in the form delivered to Customer and solely for Customer’s internal business purposes, subject to the terms and conditions of this Work Order. DocuSign Envelope ID: ED91C426-D023-49FD-B65A-462AD405F2A1 EnterpriseServicesWorkOrder-PubSec-MUS-v2.0(US)(ENG)(Sep2018) [CP] Page 6 of 7 3.5. Affiliates’ rights. "Affiliate" means any legal entity that a party owns, that owns a party, or that is under common ownership with a party. "Ownership" means, for purposes of this definition, control of more than a 50% interest in an entity. Customer may sublicense the rights contained in this subsection relating to Services Deliverables to its Affiliates, but Customer's Affiliates may not sublicense these rights and Customer's Affiliates' use must be consistent with the license terms contained in this Work Order. 3.6. Restrictions on use. Customer must not (and must not attempt to) (1) reverse engineer, decompile or disassemble any Product, Fix, or Services Deliverable, (2) install or use non-Microsoft software or technology in any way that would subject Microsoft's intellectual property or technology to obligations beyond those included in this Work Order; or (3) work around any technical limitations in the Products or Services Deliverables or restrictions in Product documentation. Except as expressly permitted in this Work Order, Customer must not (1) separate and run parts of a Product on more than one device, upgrade or downgrade parts of a Product at different times, or transfer parts of a Product separately; or (2) distribute, sublicense, rent, lease, lend, or use any Product, Fix, or Services Deliverable to offer hosting services to a third party. 3.7. Reservation of rights. All rights not expressly granted are reserved to Microsoft. 4. Microsoft Professional Services Data Protection Addendum. The Microsoft Professional Services Data Protection Addendum in effect on the effective date of this Work Order and available on the Volume Licensing Site at https://aka.ms/ProfessionalServicesDPA is incorporated herein by this reference. 5. Microsoft Contact Customer contact for questions and notices about this Work Order. Microsoft Contact Name Joshua Stikeleather Phone Contact E-Mail Address jostikel@microsoft.com DocuSign Envelope ID: ED91C426-D023-49FD-B65A-462AD405F2A1 EnterpriseServicesWorkOrder-PubSec-MUS-v2.0(US)(ENG)(Sep2018) [CP] Page 7 of 7 Appendix A As of the Support Commencement Date, below is a list of your declared licensing enrollments and agreements for which Microsoft will provide support services as defined within this Work Order. Customer Name Licensing Program Licensing Enrollment/Agreement Number/Billing Account ID CITY OF DENTON Enterprise 6 57928384 CITY OF DENTON Enterprise 6 56572260 DocuSign Envelope ID: ED91C426-D023-49FD-B65A-462AD405F2A1 File 8236 Exhibit D Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract is awarded, in accordance with Government Code 2252.908. The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/filinginfo/1295/ 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. DocuSign Envelope ID: ED91C426-D023-49FD-B65A-462AD405F2A1 Microsoft Unified Support - 8286 INSURANCE REQUIREMENTS Respondent’s attention is directed to the insurance requirements below. It is highly recommended that respondents confer with their respective insurance carriers or brokers to determine in advance of Proposal/Bid submission the availability of insurance certificates and endorsements as prescribed and provided herein. If an apparent low respondent fails to comply strictly with the insurance requirements, that respondent may be disqualified from award of the contract. Upon contract award, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. As soon as practicable after notification of contract award, Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractors are strongly advised to make such requests prior to proposal/bid opening, since the insurance requirements may not be modified or waived after proposal/bid opening unless a written exception has been submitted with the proposal/bid. Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. All insurance policies proposed or obtained in satisfaction of these requirements shall comply with the following general specifications, and shall be maintained in compliance with these general specifications throughout the duration of the Contract, or longer, if so noted: • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A+ or better. • Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. • Liability policies shall be endorsed to provide the following: Exhibit E DocuSign Envelope ID: ED91C426-D023-49FD-B65A-462AD405F2A1 Microsoft Unified Support - 8286 o Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. o That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. o Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. • Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. • Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. • Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: A. COMMERCIAL GENERAL LIABILITY INSURANCE Commercial General Liability Insurance including, but not limited to, Premises/Operations, Personal & Advertising Injury, Products/Completed DocuSign Envelope ID: ED91C426-D023-49FD-B65A-462AD405F2A1 Microsoft Unified Support - 8286 Operations, Independent Contractors, and Contractual Liability with minimum combined bodily injury (including death) and property damage limits of $1,000,000.00 per occurrence and $2,000,000.00 general aggregate. B. PROFESSIONAL LIABILITY INSURANCE If CONTRACTOR is a licensed or certified person who renders professional services, then Professional Liability Insurance to provide coverage against any claim which the CONTRACTOR becomes legally obligated to pay as damages arising out of the performance of professional services caused by any negligent error, omission or act with minimum limits of $1,000,000.00 per claim, $2,000,000.00 annual aggregate. C. CYBER/TECHNOLOGY NETWORK LIABILITY AND RISK INSURANCE Cyber/Technology Network Liability and Risk Insurance, inclusive of Information Security and Privacy (first and third party coverage) to provide coverage for any damage caused by a network risk, cyber act or breaches of data and privacy right, the rendering of, or the failure to properly perform professional services for, but not limited to, computer programming, management information systems, negligent system design, disclosure of confidential information, and copyright infringement with minimum limits with minimum limits of $1,000,000.00 per claim. NOTE: Professional Liability Insurance and Cyber/Technology Network Liability and Network Risk Insurance may be combined on one policy with a $2,000,000.00 limit. SUBCONTRACTING LIABILITY (1) Without limiting any of the other obligations or liabilities of the CONTRACTOR, the CONTRACTOR shall require each Subcontractor performing work under the contract, at the Subcontractor's own expense, to maintain during the engagement with the CITY, types and limits of insurance that are appropriate for the services/work being performed, comply with all applicable laws and are consistent with industry standards. The Subcontractor’s liability insurance shall name CONTRACTOR as an additional insured. (2) CONTRACTOR shall obtain and monitor the certificates of insurance from each Subcontractor. CONTRACTOR must retain the certificates of insurance for the duration of the contract and shall have the responsibility of enforcing insurance DocuSign Envelope ID: ED91C426-D023-49FD-B65A-462AD405F2A1 Microsoft Unified Support - 8286 requirements among its subcontractors. The CITY shall be entitled, upon request and without expense, to receive copies of these certificates. DocuSign Envelope ID: ED91C426-D023-49FD-B65A-462AD405F2A1 CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) and by City of Denton Ethics Code, Ordinance 18-757. By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 3 Name of local government officer about whom the information in this section is being disclosed. Name of Officer Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? Yes No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 I have no Conflict of Interest to disclose. 5 Signature of vendor doing business with the governmental entity Date DocuSign Envelope ID: ED91C426-D023-49FD-B65A-462AD405F2A1 Microsoft Corporation Exhibit F- CIQ X X X X X 7/14/2023 CONFLICT OF INTEREST QUESTIONNAIRE For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form. Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on: (A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency. Local Government Code § 176.003(a)(2)(A) and (B): (A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if: (2) the vendor: (A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor; (B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that: (i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor. Local Government Code § 176.006(a) and (a-1) (a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and: (1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or (3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of: (1) the date that the vendor: (A) begins discussions or negotiations to enter into a contract with the local governmental entity; or (B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or (2) the date the vendor becomes aware: (A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. City of Denton Ethics Code Ordinance Number 18-757 Definitions: Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption) City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use. Per the City of Denton Ethics Code, Section 2-273. – Prohibitions (3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year. Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year. Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015 DocuSign Envelope ID: ED91C426-D023-49FD-B65A-462AD405F2A1 Certificate Of Completion Envelope Id: ED91C426D02349FDB65A462AD405F2A1 Status: Completed Subject: Please DocuSign: City Council Contract 8286 Microsoft Unified Support Source Envelope: Document Pages: 19 Signatures: 8 Envelope Originator: Certificate Pages: 6 Initials: 1 Gabby Leeper AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 Gabby.Leeper@cityofdenton.com IP Address: 198.49.140.10 Record Tracking Status: Original 7/12/2023 4:49:39 PM Holder: Gabby Leeper Gabby.Leeper@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Gabby Leeper gabby.leeper@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Completed Using IP Address: 198.49.140.10 Sent: 7/12/2023 5:06:06 PM Viewed: 7/12/2023 5:06:14 PM Signed: 7/12/2023 5:07:07 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 7/12/2023 5:07:09 PM Viewed: 7/13/2023 9:19:34 AM Signed: 7/13/2023 9:20:19 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Mack Reinwand City Attorney City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 7/13/2023 9:20:21 AM Viewed: 7/14/2023 1:44:26 PM Signed: 7/14/2023 1:47:59 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Josh Stikeleather Josh.Stikeleather@microsoft.com Support Specialist Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 206.85.199.108 Sent: 7/14/2023 1:48:02 PM Viewed: 7/14/2023 1:48:37 PM Signed: 7/14/2023 2:07:46 PM Electronic Record and Signature Disclosure: Accepted: 7/14/2023 1:48:37 PM ID: cb80c870-683c-4c38-ad06-39a675194632 Signer Events Signature Timestamp Leisha Meine leisha.meine@cityofdenton.com Chief Technology Officer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 47.160.121.227 Signed using mobile Sent: 7/14/2023 2:07:50 PM Viewed: 7/14/2023 4:41:39 PM Signed: 7/14/2023 4:41:59 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: 7/14/2023 4:42:02 PM Viewed: 8/16/2023 8:25:21 AM Signed: 8/16/2023 8:25:35 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 8/16/2023 8:25:38 AM Viewed: 8/16/2023 8:26:05 AM Signed: 8/16/2023 8:26:31 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Jesus Salazar jesus.salazar@cityofdenton.com Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Sent: 8/16/2023 8:26:34 AM Viewed: 8/16/2023 10:13:51 AM Signed: 8/16/2023 10:14:38 AM Electronic Record and Signature Disclosure: Accepted: 8/16/2023 10:13:51 AM ID: 95e4abcd-c4d6-4f65-b110-7db54c160d81 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: 7/12/2023 5:07:09 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Carbon Copy Events Status Timestamp Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication (None) Sent: 7/14/2023 4:42:01 PM Viewed: 7/17/2023 10:03:15 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 8/16/2023 10:14:41 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Paul Desjardins paul.desjardins@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 8/16/2023 10:14:42 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Stephanie Padgett Stephanie.Padgett@cityofdenton.com TS Administration Manager City of Denton Security Level: Email, Account Authentication (None) Sent: 8/16/2023 10:14:43 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/12/2023 5:06:07 PM Certified Delivered Security Checked 8/16/2023 10:13:51 AM Signing Complete Security Checked 8/16/2023 10:14:38 AM Completed Security Checked 8/16/2023 10:14:43 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Josh Stikeleather, Jesus Salazar 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. 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