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2015-318ORDINANCE NO. 2015 -318 AN ORDINANCE ACCEPTING COMPETITIVE PROPOSALS AND AWARDING A CONTRACT FOR PERFORMANCE MANAGEMENT, COMPENSATION MANAGEMENT, AND LEARNING MANAGEMENT SOFTWARE INCLUDING A THREE (3) YEAR SOFTWARE MAINTENANCE AGREEMENT FOR THE CITY OF DENTON HUMAN RESOURCES DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 5827- AWARDED TO CORNERSTONE ONDEMAND, INC. IN THE AMOUNT OF $322,688.40). WHEREAS, the City has solicited, received and evaluated competitive sealed proposals for performance management and compensation management software including a three (3) year software maintenance agreement for the City of Denton in accordance with the procedures of State law and City ordinances; and WHEREAS, the City Manager or a designated employee has received and reviewed and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies or services approved and accepted herein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: ,SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies or services, shown in the "Request for Proposals" on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFP NUMBER CONTRACTOR AMOUNT 5827 Cornerstone OnDemand, Inc. $322,688.40 SECTION 2. By the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer of the persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies or services in accordance with the terms, specifications, standards, quantities and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. Should the City and person submitting approved and accepted items and of the submitted proposals wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager or his designated representative is hereby authorized to execute the written contract; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton, Texas hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under File 5827 to the City Manager of the City of Denton, Texas, or his designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved proposals. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. _.....� PASSED AND AI11 "IZOVI4) cllis the ATTEST: JENNIFER WALTERS, CITY SECRETARY .... �' 0 clay oi' b))Vl ,-) w.., 2015. W S TTS, MAY AS OR DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AN CORNERSTONE ONDEMAND, INC (CONTRACT 5827) October 20, 2015 THIS CONTRACT is made and entered into this date , by and between Cornerstone OnDemand, Inc., a corporation, whose address is 1601 Cloverfield Blvd, Suite 600 South, Santa Monica, CA 90404, hereinafter referred to as Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products and /or services in accordance with the City's document RFP 5827- Subbly of Performance Abbraisal and Combensation Management Software , a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes as Exhibit C. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit "A "); (b) Cornerstone OnDemand — Master Agreement (Exhibit "B "); (c) Request for Proposal 5827 "Scope of Work and Technical Specifications" (Exhibit "C "); (d) Cornerstone OnDemand — Order and Implementation Statement of Work (Exhibit «D19). (e) Insurance Requirements (Exhibit "E "); (f) Contractor's Proposal. (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." Contract# 5827 DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR DocuSigned by: BY: a� Nut r A IIORMEI- SIGNATURE Date: 10/12/2015 Adam Miller Name: Title: CEO 310 - 752 -0200 PHONE NUMBER amiller @csod.com EMAIL ADDRESS APPROVED AS TO LEGAL FORM (CONTRACTOR): DocuSigned by: BY: I mA-SS 7COAF6B56FBB458... ATTEST: JENNIFER WALTERS, CITY SECRETARY BY: FZocuSigned by: 4-�� w C5BFAFC1821946D... APPROVED AS TO LEGAL FORM: ANITA BURGESS, CITY ATTORNEY D ocu Signed by: BY: �D6t �. p C821996C2A2B439... Contract# 5827 CITY OF DENTON, TEXAS DocuSigned by: BY: bV�e r.oa GEORGE C. 4 P L6L'"0 CITY MANAGER 10/20/2015 Date: DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C Exhibit A Special Terms and Conditions Total Contract Amount The contract total for services shall not exceed $322,688.40. Pricing shall be per Exhibit F attached. Contract Terms The contract term of this agreement runs from the award date through the later of a) three (3) years, or b) the expiration of the any module's annual subscription renewed in year three of this agreement. Implementation Schedule See Implementation Statement of Work (Exhibit D). Payment Terms See Cornerstone OnDemand — Order (Exhibit D) Travel Expenses Should the City require on -site personnel from the Contractor, the City will pay expenses at cost, not to exceed $5,000, per module without prior approval from the City. Contract# 5827 DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C �.�o r":t"l+f'':�" ":�1 oi.t ` Exhibit B ON DE M S0. PN D Cornerstone OnDemand — Master Agreement COVER PAGE Effective Date ( "ED "): Client Name ( "Client "): City of Denton Client Address: 215 E. McKinney Street, Denton, TX 76201 Billing Address: [Same as Client Address] Federal Tax ID# / VAT #: Primary Contact Billing Contact (if different than Primary Contact) Name: Karen Smith Name: Accounts Payable Title: Assistant Purchasing Manager Title: Email: Karen.smith @citvofdenton.com Email *: accountspayable @cityofdenton.com Phone: 940 - 349 -7100 Phone: 940 - 349 -8223 *NOTE: All invoices will be emailed to Client unless otherwise agreed by the parties. Is Client exempt from applicable sales /VAT tax? ox �Yes ( "No," unless box is checked) Does Client require a purchase order ( "PO ")? s ( "No," unless box is checked) PO Number (if applicable): Issued upon contract execution By signing, each party acknowledges that it has read, understands, and agrees to the provisions set forth in the Master Agreement (the "Agreement "). No other terms and conditions will apply. Capitalized terms set forth in the Agreement shall have the respective meanings set forth in the Master Terms and Conditions. Except as otherwise expressly set forth herein, all purchases are non - cancelable and non - refundable. Fees are exclusive of applicable sales, use, VAT, and other taxes, and are net of withholding taxes. Template version 1.4 DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C ON DE M f0. PN D Cornerstone OnDemand — Master Agreement MASTER TERMS AND CONDITIONS These Master Terms and Conditions are made a part of and incorporated by reference into the Cornerstone OnDemand — Master Agreement by and between Client and Cornerstone OnDemand ( "Cornerstone') (the "Agreement "). 1. Definitions. a) "Active User" means, in a given calendar month, a user established on the Software with a designation of "active" at any time during that month. Client has the ability to determine who is an Active User. b) "Affiliate" means a party that partially (at least 50 %) or fully controls, is partially or fully controlled by, or is under partial (at least 50 %) or full common control with, another party. c) "Client Content" means any and all courses, learning objects, certifications, quizzes, tests, materials, instructor -led sessions, or documents created and /or supplied by Client. d) "Client Data" means proprietary or personal data regarding Client or any of its users under this Agreement. e) "Confidential Information" means any non - public information of Cornerstone or Client disclosed by either party to the other party, either directly or indirectly, in writing, orally or by inspection of tangible objects, or to which the other party may have access, which a reasonable person would consider confidential and /or which is marked "confidential" or "proprietary" or some similar designation by the disclosing party. Confidential Information shall not, however, include the existence of the Agreement or any information which the recipient can establish: (i) was or has become generally known or available or is part of the public domain without direct or indirect fault, action, or omission of the recipient; (ii) was known by the recipient prior to the time of disclosure, according to the recipient's prior written documentation; (iii) was received by the recipient from a source other than the discloser, rightfully having possession of and the right to disclose such information; or (iv) was independently developed by the recipient, where such independent development has been documented by the recipient. f) "Content Delivery" means the delivery of Client Content to Active Users. Content Delivery volume is calculated as follows: size of Client Content (in gigabytes) multiplied by the number of Active Users receiving the Client Content. g) "Implementation" means implementation, deployment, and /or training relating to the Software. h) "Order" means a Product purchase in a schedule, statement of work, addendum, or amendment signed by both parties. I) "Products" means any and all Services, work product resulting from Services, and Software. j) "Service" means any service rendered by Cornerstone specifically to Client, including, but not limited to: (i) hosting of the Software; (ii) hosting, delivery, and /or distribution of eLearning content; (iii) provision of customer and /or technical support for the Software; (iv) Implementation; (v) development of Software functionality specially requested by Client; and /or (vi) any consulting service. k) "Software" means: (i) any and all of Cornerstone's proprietary web -based applications, including, without limitation, all updates, revisions, bug- fixes, upgrades, and enhancements thereto, as well as applications that have been modified in any way by Cornerstone at the request of a client; and (ii) application functionality provided by Cornerstone - contracted third parties. 1) "Subscriber" means an Active User that accesses the Software for a flat fee. m) "Transaction" applies only to the Extended Enterprise Product and means a course registration, self- assessment, or task undertaken by an Active User who is grouped in a specially- designated organizational unit separate and apart from Subscribers. Unused Transactions expire upon the earlier of: (i) termination of the applicable Order; or (ii) one year from purchase date. For clarity, employees of Client or any of its Affiliates may only access the Software as Subscribers. 2. Cornerstone Obligations. In accordance with the terms and conditions of the Agreement, Cornerstone will: (i) make the Products available on a non - exclusive basis to Active Users via the Internet; (ii) maintain appropriate safeguards for protection of Client Data, including regular back -ups, security and incident response protocols, and application and infrastructure monitoring; and (iii) not access, modify, or disclose Client Data, except as compelled by law, to prevent or address service or technical issues, or if otherwise permitted by Client. 3. Client Restrictions. Client may only use the Products for its own lawful, internal business purposes. Client shall not: (i) use or deploy the Software in violation of applicable laws or this Agreement; (ii) resell the Products except through Transactions; (iii) create any derivative works based upon the Products; (iv) Template version 1.4 reverse engineer, reverse assemble, decompile or otherwise attempt to derive source code from the Software or any part thereof (except to the extent that such restriction is not permitted under applicable law); (v) make the Products available to any unauthorized parties, including without limitation, competitors of Cornerstone; or (vi) perform, or release the results of, benchmark tests or other comparisons of the Products with other software, services, or materials. Should unexpected or inappropriate use of the Software (e.g., improperly formatted or constructed Client Content; extraordinary bandwidth usage; uploaded files that contain viruses, worms, spyware, or other malicious content; load tests, security scans, or penetration tests conducted without notice, etc.) result in denial of service with respect to the Software, Cornerstone may disable the implicated Client Content and /or deny access to Client's portal as necessary to remedy the issue. Client will be responsible for Active Users' compliance with the Agreement and liable for Active Users' breach thereof. Client will ensure that it has obtained all necessary consents and approvals for Cornerstone to access Client Data for the purposes permitted under this Agreement. If Client is in breach of this section, Cornerstone may suspend Services, in addition to any other rights and remedies Cornerstone may have at law or in equity. 4. Services. Each party agrees to: (i) provide the resources reasonably necessary to enable the performance of the Services; (ii) manage its project staffing, milestones, and attendance at status meetings; and (iii) ensure completion of its project deliverables and active participation during all phases of a Service project. The parties acknowledge that failure to cooperate during a Service project may delay delivery of the Service. If there is a delay, the party experiencing the delay will notify the other party as soon as reasonably practicable, and representatives of each party will meet to discuss the reason for the delay and applicable consequences. Changes beyond the scope of an Order and /or a party's delay in performing its obligations may require an amended Order. When Cornerstone notifies Client that a given project has been completed (following Client's completion of the User Acceptance Testing phase), Client shall either accept or reject the project based on whether the deliverables for that project have been performed in substantial and material accordance with the applicable Order. If Client: (i) fails to provide written notice of acceptance or rejection of the Service to Cornerstone within twenty (20) days of Cornerstone's notification that the project is complete; or (ii) with respect to an Implementation, uses the implemented Product in a live environment for a total of thirty (30) days, then the project will be deemed accepted. 5. Support. After Implementation is completed, Cornerstone shall provide the level of technical support stated in the applicable Order. Only the number of administrators set forth in the applicable support package (i.e., not all Subscribers) may contact Cornerstone for support. Client agrees to promptly provide Cornerstone with sufficient documentation, data and assistance with respect to any reported errors, and to reasonably cooperate with Cornerstone, in order for Cornerstone to comply with its support obligations hereunder. In no event shall Cornerstone be responsible or liable for any errors, bugs or other problems contained in or originating from hardware or software not provided by Cornerstone. 6. Fees and Payment. Client will be invoiced for fees according to the applicable Order. Payment of fees will be due within 30 days after the date of the invoice, except where an Order expressly prescribes other payment dates. Except where otherwise stated, all fees set forth in an Order are in U.S. dollars and must be paid in the currency set forth in the Order. Late payments hereunder will incur a late charge of 1.5% (or the highest rate allowable by Texas law, whichever is lower) per month on the outstanding balance from the date due until the date of actual payment. In addition, Services are subject to suspension for failure to timely remit payment therefor. If travel is required to effect Services, Client shall reimburse Cornerstone for pre- approved, reasonable expenses arising from and /or relating to such travel, including, but not limited to, airfare, lodging, meals, and ground transportation. 7. Term and Termination. a) Term. The term of this Agreement runs from the Effective Date through the later of: (i) three (3) years; and (ii) expiration of the last Order. b) Termination for Cause. Either party may immediately terminate this Agreement if the other party materially breaches its obligations hereunder, and, where capable of remedy, such breach has not been materially cured within thirty (30) days of the breaching party's receipt of written notice describing the breach in reasonable detail. c) Bankruptcy Events. A party may immediately terminate this Agreement if the other party: (i) has a receiver appointed over it or over any part of its undertakings or assets; (ii) passes a resolution for winding up (other than DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C Template version 1.4 ¢7N D E MA PN D h " r�, PWph( for a bona fide scheme of solvent amalgamation or reconstruction), or a Notwithstanding any term in this Contract, Contractor's liability to City of Denton court of competent jurisdiction makes an order to that effect and such or its insurers for any loss or damage regarding this Contract shall be limited as order is not discharged or stayed within ninety (90) days; or (iii) makes a follows: i) for those claims arising out of this Contract, except those arising as a general assignment for the benefit of its creditors. result of Contractor's violation of applicable law or patent infringement, d) Effect of Termination. Immediately following termination of this Contractor's liability shall be limited to three times the total fees paid or payable Agreement, Client shall cease using all Products. Upon request, at no by the City of Denton to Cornerstone, , whether as a result of breach of contract, additional charge, Client may retrieve Client Data via Client's secure FTP site in the same format in which the Client Data was originally inputted into indemnity, warranty, tort (including negligence), strict liability or otherwise ; ii) for the Software. Alternatively, Client Data can be returned in a mutually claims arising as a result of Contractor's violation of applicable law, Contractor's agreed format at a scope and price to be agreed. Cornerstone will maintain liability shall in no event exceed $500,000; and iii) for those claims arising out of a copy of Client Data for no more than six (6) months following termination Contractor's patent infringement, Contractor's liability shall not be subject to a of the Agreement, after which time any Client Data not retrieved will be liability cap.. destroyed. 8. Confidentiality. Each of the parties agrees: (i) not to disclose any Confidential Information to any third parties except as mandated by, and in compliance with b) Exclusion of Consequential Damages. NEITHER PARTY WILL BE LIABLE FOR Texas Government Code 552 (Public Information Act), law and except to those subcontractors of Cornerstone providing Products hereunder who agree to be LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, LOSS OF bound by confidentiality obligations no less stringent than those set forth in this DATA, INTERRUPTION OF BUSINESS, PROVIDING REPLACEMENT SOFTWARE "INFRINGEMENT "), (EXCEPT AS SET FORTH IN SECTION CURES OR ANY Agreement; (ii) not to use any Confidential Information for any purposes except carrying out such party's rights and responsibilities under this Agreement; and (iii) OTHER INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL to keep the Confidential Information confidential using the same degree of care DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, such party uses to protect its own confidential information; provided, however REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF IT HAS BEEN ADVISED that such party shall use at least reasonable care. These obligations shall survive OF THE POSSIBILITY OF SUCH DAMAGES. termination of this Agreement. If either party breaches any of its obligations with 13. Communications. Neither party shall issue any press release using the name of respect to confidentiality or the unauthorized use of Confidential Information the other party as a customer or provider without the other party's consent (not hereunder, the other party shall be entitled to seek equitable relief to protect its to be unreasonably withheld or delayed). interest therein, including but not limited to, injunctive relief, as well as money 14. Miscellaneous Provisions. damages. 9. Intellectual Property. As between the parties, Cornerstone will and does retain all a) Governing Law; Jurisdiction. This Agreement will be governed by and proprietary and intellectual property rights, title and interest in and to the construed accordance with the laws the State of Texas and the federal Products. Client retains all proprietary and intellectual property rights, title and laws the United States America, , without regard to conflict of law interest in and to Client Data and Client Content. principles. Cornerstone and Client agree that any suit, action or proceeding 10. Indemnification. arising out of, or with respect to, this Agreement or any judgment entered by any court in respect thereof shall be brought exclusively in the state or a) Indemnification by Cornerstone. Cornerstone agrees to indemnify, defend, federal courts of the State of Texas located in the County of Denton, and and hold harmless Client from and against any and all third party claims and each of Cornerstone and Client hereby irrevocably accepts the exclusive causes of action, as well as related losses, liabilities, judgments, awards, personal jurisdiction and venue of those courts for the purpose of any suit, settlements, damages, expenses and costs (including reasonable attorney's action or proceeding. fees and related court costs and expenses) (collectively, "Damages ") incurred or suffered by Client which directly relate to or directly arise out of b) Force Maieure. Neither party will be liable for any failure delay in its the violation or infringement of any intellectual property rights by Client's t performance under this Agreement due to any cause beyond its reasonable authorized use of the Products. The foregoing provisions of this section control, including without limitation acts war, acts of God, earthquake, shall not apply to the extent the Damages relate to or arise out of: (i) Client flood, embargo, riot, epidemic, actis s of terrorism, sabotage, , Data; (ii) Client Content; or (iii) unauthorized or negligent use and /or governmental act, failure of the Internet or other acts beyond such party's alteration of the Products. reasonable control, provided that the delayed party: (i) gives the other b) Indemnification Procedures. indemnitee shall: (i) give written notice of any party prompt notice of such cause; and (ii) uses reasonable commercial claim promptly to indemnitor; (ii) give indemnitor control of the defense; efforts to correct promptly such failure or delay in performance. (iii) provide to indemnitor all available information and assistance; and (iv) c) Counterparts; Facsimile. This Agreement may be executed in any number not take any action that might compromise or settle such claim. of counterparts and in facsimile or electronically, each of which shall be an c) Infringement Cures. Should the Products or any part thereof become, or in original but all of which together shall constitute one and the same Cornerstone's reasonable opinion be likely to become, the subject of a instrument. claim for infringement of a third party intellectual property right, then d) Entire Agreement. This Agreement contains the entire understanding of the Cornerstone shall, at its expense: (i) procure for Client the right to use and parties in respect of its subject matter and supersedes all prior agreements access the infringing or potentially infringing item(s) of the Software free of and understandings (oral or written) between the parties with respect to any liability for infringement; or (ii) replace or modify the infringing or such subject matter. Orders and the schedules and exhibits hereto potentially infringing item(s) of the Software with a non - infringing constitute a part hereof as though set forth in full herein. Purchase orders substitute otherwise materially complying with the functionality of the submitted by Client are for Client's internal administrative purposes only, replaced system. and the terms and conditions contained in those purchase orders will have d) Exclusive Remedies. The remedies set forth in this section shall be no force and effect. Any modification, amendment, or addendum to this exclusive with respect to any infringement claim hereunder. Agreement must be in writing and signed by both parties. 11. Warranties. Each party represents and warrants to the other party that, as of the e) Assignment. Neither party may assign this Agreement or any of its rights, date hereof: (i) it has full power and authority to execute and deliver the obligations, or benefits hereunder, by operation of law or otherwise, Agreement; (ii) the Agreement has been duly authorized and executed by an without the other party's prior written consent; provided, however either appropriate employee of such party; (iii) the Agreement is a legally valid and party, without the consent of the other party, may assign this Agreement to binding obligation of such party; and (iv) its execution, delivery and /or an Affiliate or to a successor (whether direct or indirect, by operation of performance of the Agreement does not conflict with any agreement, law, and /or by way of purchase, merger, consolidation or otherwise) to all understanding or document to which it is a party. CORNERSTONE WARRANTS or substantially all of the business or assets of such party, where the THAT ANY AND ALL SERVICES PROVIDED BY IT HEREUNDER SHALL BE PERFORMED responsibilities or obligations of the other party are not increased by such IN A PROFESSIONAL MANNER CONSISTENT WITH PREVAILING INDUSTRY assignment and the rights and remedies available to the other party are not STANDARDS, AND THAT THE SOFTWARE WILL PERFORM SUBSTANTIALLY IN adversely affected by such assignment. Subject to that restriction, this MATERIAL ACCORDANCE WITH THE AGREEMENT AND APPLICABLE Agreement will be binding on, inure to the benefit of, and be enforceable DOCUMENTATION PROVIDED BY CORNERSTONE. TO THE EXTENT PERMITTED BY against the parties and their respective successors and permitted assigns. If APPLICABLE LAW, CORNERSTONE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS the agreement is assigned without consent, the Client may terminate the OR IMPLIED, OR OTHERWISE. contract with ten days notice (within thirty days of Client's receipt of 12. Liability notification of such assignment) if such assignment would cause Client to be in violation of applicable law. a) Liability Cap. Template version 1.4 DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C 6N D E MA PN D h " r�, PWph( f) No Third Party Beneficiaries. The representations, warranties and other terms contained herein are for the sole benefit of the parties hereto and their respective successors and permitted assigns, and shall not be construed as conferring any rights on any other persons. g) Statistical Data. Without limiting the confidentiality rights and intellectual property rights protections set forth in this Agreement, Cornerstone has the perpetual right to use aggregated, anonymized, and statistical data ( "Statistical Data ") derived from the operation of the Software, and nothing herein shall be construed as prohibiting Cornerstone from utilizing the Statistical Data for business and /or operating purposes, provided that Cornerstone does not share with any third party Statistical Data which reveals the identity of Client, Client's users, or Client's Confidential Information. h) Suggestions. Cornerstone shall have a royalty -free, worldwide, perpetual license to use or incorporate into the Products any suggestions, ideas, enhancement requests, feedback, recommendations, or other information provided by Client or its users relating to the operation of the Products. i) Responsibility for Third -Party Offerings. The Software may contain features capable of interoperating with third -party applications. To use such features, Client may be required to obtain access to such applications from a third -party provider. Cornerstone shall not be responsible for Client's access to, or operation of, third -parry applications not offered or sold by Cornerstone to Client. j) Export Controls. Client understands that the use of Cornerstone's Products is subject to U.S. export controls and trade and economic sanctions laws and agrees to comply with all such applicable laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce, and the trade and economic sanctions maintained by the Treasury Department's Office of Foreign Assets Control. k) Rule 10b -5 Limitations. Each party acknowledges that United States securities laws prohibit any person who has material, non - public information about a publicly- traded company from purchasing or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to purchase or sell securities of such company. 1) Severability. If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be contrary to law, such provision Template version 1.4 shall be changed by the court or by the arbitrator and interpreted so as to best accomplish the objectives of the original provision to the fullest extent allowed by law, and the remaining provisions of this Agreement shall remain in full force and effect. m) Notices. Any notice or communication required or permitted to be given hereunder may be delivered by hand, deposited with an overnight courier, sent by facsimile, or mailed by registered or certified mail, return receipt requested and postage prepaid to the address for the other party first written above or at such other address as may hereafter be furnished in writing by either party hereto to the other party. Such notice will be deemed to have been given as of the date it is delivered, if by personal delivery; the next business day, if deposited with an overnight courier; upon receipt of confirmation of facsimile delivery (if followed up by such registered or certified mail); and five days after being so mailed. n) Independent Contractors. Client and Cornerstone are independent contractors, and nothing in this Agreement shall create any partnership, joint venture, agency, franchise, sales representative or employment relationship between Client and Cornerstone. Each party understands that it does not have authority to make or accept any offers or make any representations on behalf of the other. Neither party may make any statement that would contradict anything in this section. o) Subcontractors. Cornerstone shall notify Client of its use of any subcontractors to perform Client- specific Services. Cornerstone shall be responsible for its subcontractors' performance of Services under this Agreement. p) Headings. The headings of the sections of this Agreement are for convenience only, do not form a part hereof, and in no way limit, define, describe, modify, interpret or construe its meaning, scope or intent. q) Waiver. No failure or delay on the part of either party in exercising any right, power or remedy under this Agreement shall operate as a waiver, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise or the exercise of any other right, power or remedy. r) Survival. Sections of the Agreement intended by their nature and content to survive termination of the Agreement shall so survive. DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT C RFP 5827 SCOPE OF WORK AND TECHNICAL SPECIFICATIONS PERFORMANCE APPRAISAL AND COMPENSATION MANAGEMENT SOFTWARE FOR THE CITY OF DENTON INTRODUCTION This specification describes the requirements for a Performance Appraisal and Compensation Management software to be purchased by The City of Denton (City). The City is seeking a solution to automate the employee performance appraisal and compensation management from its current manual process. The new system shall be web based and compatible with web browsers installed on City computers. The installation of the new system must be carefully coordinated with the City's Human Resource and Tech Services support staff. Scope of Services The City of Denton is desirous of receiving proposals for software solutions in employee performance appraisal and employee compensation. The City is interested in various combinations of services and systems which may result in the ability for City supervisors to track employee performance and to monitor employee compensation. Desired services include, but not limited to the following; Consulting services to assist with: • Implementation • Training Conversion of existing data Customization • End user training Support training • Maintenance While not a requirement in this scope of services, the City is desirous of a multi - faceted system that will integrate performance management, learning management, and succession management. As additional funding is secured, such modules will be purchased. Preference will be given to vendors who have modules in all of these areas. Contractor General Responsibilities The prospective proposers shall assume responsibility for the design, fabrication and startup of the new system. The supplier /contractor's obligations shall include, but not be limited to, the responsibilities in the following list, and those required performing the system functions described in the Specification: a) Access of web based software to City employees. b) Integration of all Vendor - supplied hardware and software. c) Provide Training of City personnel on site or via web based training. d) User's guides, electronic "help" services /assistance, and other documentation. e) The vendor shall be responsible to provide support and warranty services during the licensing period. Contract# 5827 DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C City of Denton General Responsibilities The City shall supply the following items and services as part of the new system: a) Windows based desktop computers and Microsoft SQL server platforms. b) Physical LAN connections, set -up of firewalls, firewall tunnels for data connectivity. c) Meeting and training room facilities. Project Timeline See Implementation Statement of Work (Exhibit D). FUNCTIONAL REQUIREMENTS This section lists the detailed functional requirements that the City of Denton is seeking in the employee performance appraisal and employee compensation software. It shall be noted that the proposal shall be judged by its conformance to the functional requirements of this section. Please complete the following supplemental questions in Exhibit 1- Pricing Sheet of this RFP. Supplement I should be included by the prospective proposer and contains the system functionality for the proposed system and interfaces /connectivity to existing City SQL servers. City anticipates either a Web- hosted service solution (preferred) or a locally installed "Client — Server" type of solution, but is open to other configurations by prospective proposers. The proposer should attach the necessary documentation in Supplement I. Supplement II should be included by the prospective proposer and contains the non- functional questions concerning the technology, hosting, security, support and implementation solution that is proposed. Supplement III should be included by the prospective proposer and contains a vendor overview that includes an executive summary, company statistics and questions concerning the proposed solution and user experiences. City IT Infrastructure • General Ledger, Payroll and HR system: JDE EnterpriseOne — version 9. 1, Tools Release 9.1.4.7 • Windows Server 2012 R2 • Database: Oracle 12.1.0.2 • Network: Microsoft Windows Active Directory • Internet browser: Internet Explorer • Number of current supported PC users: 1000 desktops, 250 laptops, 175mobile units • Windows7, all users are on Microsoft Office Suite Current state Overview of Performance Assessment Compensation Environment Currently, the City of Denton's Human Resource Department uses the JDE EnterpriseOne HR module to setup employees to process all compensation and a manual system using Microsoft InfoPath forms and Microsoft Access to track performance management. There are 298 supervisors (including police and fire departments) that provide performance appraisals on 1,336 Contract# 5827 DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C full and regular part -time employees (including police and fire departments). The supervisor number is included in the number of employees. Total number of system users is expected to vary from year to year. User Interface • The system shall be configured with a graphical user interface. File Upload /Download • Ability to upload and modify model data via Excel or CSV file or other industry standard file formats. User Customized Reports • The system should give the User the ability to define specific reports for a given period of time. Standard Reports 0 Standard reports should be accessible and predefined by the perspective proposer such as diagnostic Reports. Contract# 5827 DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C 0 Ni 0 F M A N 0 l�+gya+a�Marr�E; p +amdof.r Exhibit D See http : / /www.cornerstoneondemand.com /support for detailed support descriptions. Support package selected above applies to all subsequent Orders except where otherwise stated. Q- 00025363 Cornerstone OnDemand — ORDER Client Name ( "Client "): City of Denton, TX Order Effective Date: At the Issuance and Acceptance of a Purchase Order issued by the City of Denton Master Agreement Effective Date: Is a new purchase order required for this ( "No," unless box is checked) ❑ Yes: PO# purchase? Order Term/ End Order Start Date: Order Effective Date Date: 3 years See http : / /www.cornerstoneondemand.com /support for detailed support descriptions. Support package selected above applies to all subsequent Orders except where otherwise stated. Q- 00025363 Recruiting RECRUITING 0 Campus Recruiting Insights Selection Onboarding 171 Succession WNW, om Certifications Competencies Extended Enterprise 171 eCommerce Certifications Competencies Cornerstone for Salesforce* Support Package: Plus MAdministrator Training Package nCourse Publisher (if Learning is purchased) FIContent Delivery FlAdditional Language Packs FIData Load Wizard FIWeb Services ANNUAL FEE SUBTOTAL $81,562.80 FIRST YEAR GRAND TOTAL $91,897.60 See http : / /www.cornerstoneondemand.com /support for detailed support descriptions. Support package selected above applies to all subsequent Orders except where otherwise stated. Q- 00025363 DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C Cornerstone- *If the "Cornerstone for Salesforce" box on this page is checked, Client acknowledges that Cornerstone does not support, and service levels do not apply to, customized code. Cornerstone for Salesforce purchases are subject to the Cornerstone for Salesforce Terms and Conditions located at: http://www.comerstoneondemand.com/ sites /default /fileslcfslCFS- Rider- to -CSOD- Agreements- 2013 -08- 26. d . ** $25,000 of this amount represents the Learning Implementation, the exact scope of which is to be determined by the Parties (said scope is NOT included in the initial Statement of Work) Q- 00025363 DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C Cornerstone- Cornerstone OnDemand — ORDER IMPLEMENTATION STATEMENT OF WORK Mid Market Purpose The Purpose of this Statement of Work is to set out the general scope and terms of the Mid Market consulting services to be delivered in accordance to discussions between Cornerstone OnDemand, Inc. ( "Cornerstone ") and Client. Scope of Services and Deliverables The Scope of Services outlined below provides a breakdown of the key phases of the implementation process and the corresponding Deliverables to be provided by Cornerstone and Client. The following products are in scope for implementation: Mid - Market Implementation — Task Management and Configuration The Cornerstone Mid - Market Implementation is an 8 week approach. This is an accelerated implementation method with controlled scope and intended for clients committed to standardized business processes. WEEKS 1 & 2: PROJECT KICK -OFF, DISCOVERY & DATA INTEGRATION • Within 10 days of contract signing • Assign Implementation Curriculum • Create Client Portals (Live, Pilot & Stage) • Conduct Implementation Orientation workshop ■ Review of Implementation resources and expectations. • Schedule and Lead Calls o Kick -off call ■ Review of the Mid Market with Engagement Management process, implementation expectations, project parameters, and required pre -work including: selecting team members/ system administrators, scheduling an Implementation completion date and making sure that a process decision maker is available for the start of the project. • Client Discovery Call • Review client process and samples of current client processes/ documents • Provide client with work plan which will include dates for completion of implementation project components • Technical Project Initiation Call ■ Review documentation and templates associated with relevant technical projects • Configuration Session(s) ■ Functionality -based demonstration of key areas and activities for administrators, managers, and end -users in the: Performance Management System Compensation Management System • Tasks and Deliverables include: • Create Client Portals (Live, Pilot, Stage) • Deliver access to Client Success Center (CSC), provide Training Plan with required E- Learning courses and documentation • Deliver Custom Login Page (CLP) template and implement project • Provide template for OU and User Data • Support client in OU and User Data formatting • Validate OU and User Data format in preparation for load • Load OU and User Data Q- 00025363 • Completion of the following activities before weeks 1 & 2: • Attend Implementation Orientation • Access Client Success Center o Review Discovery Questionnaire Attend calls: o Kick -Off • Discovery • Technical Project Initiation • Configuration Session(s) • Tasks and Deliverables include: • Assemble project team knowledgeable of Client's internal processes and empowered to make real time decisions regarding: • Performance Management • Compensation Management • Review Project Status and Training Plan Workbook activities including required E- Learning courses • Completion of the following activities before weeks 3 -6: • Submit Organizational Unit and User Data in delivered template and required format • Manage work plan projects with internal team and assign task were needed. • Identify and provide the list of participants for the implementation project • Access Client Success Center and complete required Learning E- Learning courses and documentation provided in Training Plan • Submit Discovery Questionnaire Guide and samples of current client documents • Submit Custom Login Page template • Review Single Sign On specifications and submit decision on SSO technology Required for Client to finalize before starting the Learn and Configure phase: • Discovery document has been completed • eLearning courses have been begun • Internal discussions around process changes needed before configurations are begun DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C Cornerstone- 0 Ni 0 F M A N 0 l�+gya+a�Marr�E; p +amdof.r Cornerstone Deliverable Client Deliverable • Deliver Single Sign On (SSO) documentation and code Tasks and Deliverables • Review Discovery Questionnaire guide and samples of o Participate in two 1.5 hour working sessions per module current client documents implementation to align activities along with any questions, • Present client with project workbook specific to their resolve any issues and provide any additional guidance. objectives o Review configurations, preferences, OUs, user data and WEEKS 3 - 6: LEARN AND CONFIGURE YOUR PORTAL Cornerstone Deliverable Client Deliverable • Tasks and Deliverables include: Tasks and Deliverables • Two 1.5 hour working sessions per module implementation o Participate in two 1.5 hour working sessions per module to align weekly task/ goals, resolve any issues and provide implementation to align activities along with any questions, any additional guidance resolve any issues and provide any additional guidance. • Review configurations, preferences, OUs, user data and o Review configurations, preferences, OUs, user data and security access roles security access roles • Provide best practice configuration based on client use case o Items for Client to build during the Learn and Configure for common configuration scenarios phase: • Review and guide client thru application practice scenarios ■ Groups • Review and advise client on configuration and set up for: ■ Development Plan Template • Groups ■ Goals Management • Development Plan Template ■ Skills and Competencies • Goals management ■ Review Task Management • Skills and Competencies ■ Compensation preferences • Review Task Management ■ Task • Compensation preferences ■ Templates • Task ■ Email Triggers • Templates ■ Custom Fields • Email Triggers ■ Emails and custom reports • Custom Fields o Client demonstrates Learning portal set -up to key • Emails and custom reports stakeholders (if required) • Review & provide User Acceptance Testing (UAT) scripts to o Complete workbook activities and complete training prior to client. the start of Weeks 7 -8. • Direct client as to which configurations will need to be o Begin configurations to the Live portal moved to the Live portal WEEKS 7 & 8: USER ACCEPTANCE TESTING AND SYSTEM READINESS Cornerstone Deliverable Client Deliverable • Tasks and Deliverables include: • Attend Calls • 30 minutes daily status check -ins to align day's activities o Daily status check -ins along with any questions, resolve any issues and provide o Change Management Session any additional guidance o Client Success Orientation • Conduct a final check of the work plan to make sure project Tasks and Deliverables include: is ready for completion • Calls will also include support for UAT and scripts: o Participate in 30 minute daily calls to align day's activities along with any questions, resolve any issues and provide any • Review task templates built additional guidance. • Goals loaded o Discuss final steps of workbook with consultant • Development/ Competency templates loaded o Continued delivery of UAT and scripts: • Email Triggers are configured ■ Review task templates built • Salary data load has been configured and running ■ Goals loaded • Compensation task(s) have been configured ■ Development/ Competency templates loaded • SMP Task(s) are built in production ■ Email Triggers are configured • Provide guidance for ongoing project communication, ■ Salary data load has been configured and running client training and system launch • Review final portal configuration ■ Compensation task(s) have been configured ■ SMP Task(s) are built in production • Complete copy -down of Live to Pilot and Stage portals o Deliver and provide continuous project communication and • Get client signed up for the Implementation Complete CSM system launch timeline to key stakeholders workshop o Final system demonstration Q- 00025363 DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C Cornerstone- 0 Ni 0 F M A N 0 l�+gya+a�Marr�E�; p +amdofr Cornerstone Deliverable Client Deliverable • Conduct transition call with Client Success Manager o Complete change management activities • Transition call has been completed and implementation is o Complete Implementation Curriculum activities complete o Portal is configured and project complete o Client review change management presentation o Client is responsible for all change management activities Attend transition session with Client Success Manager Q- 00025363 DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C Cornerstone- Technical Projects Inbound Data Feed — User /Organizational Unit (IDF User /OU) Brief Summary Integration with data from Client's system enabling automated maintenance of user and organizational units (OU) via a scheduled Inbound Data Feed (I DF) of the following data sets: • User Profile data • Organizational Unit (OU) data Tasks • Cornerstone: Provide Client with the Cornerstone standard Inbound Data Feed of User /OU (IDF User /OU) design document and template • Cornerstone: Lead Client in IDF User /OU workshop to review data feed process and support the functional decisions of Client • Cornerstone: Create IDF User /OU design document for Client • Client: Sign off on IDF User /OU design document • Client: Load files on pilot FTP folder for load, complying with Cornerstone's formatting requirements • Cornerstone: Schedule I DF User /OU to run in pilot portal on a regular basis to allow testing by Client • Cornerstone: Email the pilot portal I DF User /OU log file to identify load errors, after each load attempt • Client: Review, update, and sign off the I DF User /OU process in pilot portal • Client: Load files on live FTP folder for load, complying with Cornerstone's formatting requirements • Cornerstone: Schedule and automate IDF User /OU in live portal • Cornerstone: Email the live IDF User /OU log file to identify load errors, after each load attempt • Client: Review, update, and sign off on the IDF User /OU process in live portal Assumptions • Client utilizes Cornerstone standard IDF User /OU design document and template for all data types • Client is responsible for uniquely identifying records across all data types • All data records referencing user data are by user's unique identifier value (UserlD) • Client has skilled software resources that can extract data from source systems and transform data to the format(s) defined by the approved IDF design document • Client will perform all data file consolidations necessary and provide data files in formats defined in the approved IDF User /OU design document. All mandatory data fields must be populated for all records • Client is responsible for properly validating data and identifying any errors prior to signing off on feed in live portal • Client acknowledges that once the design document is approved, any changes or modifications to the work, scope, or the feed will require creation of a change request document. Change requests are reviewed and could result in additional charges to Client • Any changes following Client signoff will require a work order or SOW submission Single Sign On (SSO) — AES Encrypted, SAML 1.1, or SAML 2.0 Brief Summary Cornerstone to provide support on one of the following Single Sign On (SSO) integration from and outsider portal to Client's Cornerstone Portal: • AES Encrypted • SAML 1.1 • SAML 2.0 Tasks • Cornerstone: Provide Client with the Cornerstone SSO Technical Documentation • Cornerstone: Lead the Client in SSO workshops to review SSO process and support the functional decisions of the Client AES Encrypted Single Sign On (SSO) • Cornerstone: Provide sample code for Pilot Portal and Live Portal to deploy the AES SSO • Cornerstone: Provide the AES end point URLs to the Client • Client: Populate, encrypt and post the token as per Cornerstone requirements • Client: Deploy, test and sign off the AES Encrypted SSO in Pilot Portal • Client: Deploy, test and sign off the AES Encrypted SSO in Live Portal Q- 00025363 DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C Cornerstone- Single Sign On (SSO) — AES Encrypted, SAML 1.1, or SAML 2.0 • SAML V 1.1 OR SAML 2.0 Single Sign On (SSO) o Client: Provide: • Base64 encoded — X.509 public Certificate (.crt, .cer) • Base64 encoded sample SAML Response Assertion (.txt) • Cornerstone: Configure Client's Pilot Portal with SSO SAML 1.1 OR 2.0 • Client: Review and sign off on SSO SAML 1.1 OR 2.0 in Pilot Portal • Cornerstone: Configure Client's Live Portal with SSO SAML 1.1 OR 2.0 • Client: Review and sign off on SSO SAML 1.1 OR 2.0 in Live Portal Assumptions • Client utilizes Cornerstone standard SSO Design Specifications and complies to Cornerstone requirements to integrate AES Encrypted SSO, SAML 1.1 SSO, or SAML 2.0 SSO only. • Any other type of Single Sign On Solution Integration other than the above mentioned items is outside the scope of this project and considered a custom Single Sign On Solution. Client is responsible to make sure User Identification values (UserID, Username OR Email address) are unique and matching existing users in the CSOD portal • AES Encrypted Single Sign On (SSO) • Client has skilled software resources (Java or Net programming) available who can establish an AES Encrypted SSO protocol and configure authentication to support CSOD's AES Encrypted SSO • Client has skilled software resources available who can establish an SSO SAML protocol and configure authentication to support Cornerstone's SSO SAML V1.1 OR 2.0 • SAML V 1.1 OR 2.0 Single Sign On (SSO) Client will transfer the Assertion and Certification files to Cornerstone as per Cornerstone requirements defined on design specification document and will only transfer them through FTP folder (not email) o The assertion is signed using an X.509 certificate, shat RSA algorithm and is Base64 encoded • Client acknowledges that once the design document is approved, any changes or modifications to the work scope will require creation of a Change Request document. Change requests are reviewed and could result in additional charges to the Client • Any changes following Client signoff will require a Work Order or SOW submission Custom Login Page (CLP) Brief Summary Create a Custom Login Page following Client's design and layout according to Cornerstone - provided design guidelines and templates. Tasks • Cornerstone: Provide Client with Cornerstone's Custom Login Page design templates • Cornerstone: Lead Client in Custom Login Page design workshops to review Custom Login Page process • Client: Create Custom Login design based on Cornerstone's Custom Login Page design templates • Cornerstone: Create Custom Login Page in stage per Client's design • Client: Review and indicate corrections to errors detected in stage portal • Cornerstone: Reload corrected Custom Login Page as necessary in stage portal • Client: Review and approve Custom Login Page loaded to stage portal • Cornerstone: Load Custom Login Page on pilot and live portals Assumptions • Utilizes Cornerstone Custom Login Page design document template • Client will provide written sign off on the Custom Login Page on the stage portal, which will be used as approval to push the Custom Login Page to pilot and live portals • Client may ask for one (1) iteration of the Custom Login Page once the Custom Login Page is deployed on stage portal • Any changes requested subsequent to the approval of the Custom Login Page on the stage portal will require creation of a change request document. Change requests are reviewed and could result in additional charges to Client. Q- 00025363 DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C Cornerstone- Timeline and Delivery The Mid Market Implementation project(s) are Client and Cornerstone directed and therefore, the total duration will be dependent, in part, on the Client's preparation, resource commitment, executive sponsorship and decision process. Mid Market Implementation project(s) is scoped and expected to be complete within an 8 week period with weeks remotely by Cornerstone. Implementation Services $43,000.00 • Compensation Management Implementation Included • Performance Implementation $25,000 • Learning Management Technical Implementation Services Included • Inbound Data Feed - OU /Users (IDF) Included • Single Sign On Standard (SSO) Included • Custom Login Page (CLP) Included Total Additional Services Cost $68,000.00 The end of the Implementation project will be defined as the completion of the Cornerstone Deliverables as outlined under the Scope of Services and Deliverables sections of this document. Acceptance of Deliverables will be in accordance with the Agreement. Assumptions /Client Obligations In order for Cornerstone to provide the Services outlined in this Statement of Work, Client shall provide the resources reasonably necessary to scope the implementation, and fulfill the obligations listed below. • Select and assign knowledgeable, empowered Implementation team including the following roles, which may overlap: • Business Process Owner for Performance Management System (aka, the Decision Maker) • Business Process Owner for Compensation Management System (aka, the Decision Maker) • Lead Cornerstone System Administrator • Project Manager of the Cornerstone implementation • HRIS Technical Administrator (Optional, depending on data requirements and extraction capabilities) • Executive Stakeholder (Optional) • Begin going through kick -off documentation in the Client Success Center • Empower team to make real -time decisions regarding configuration and business process functions during the project. • Ensure project team attendance and active participation during all phases of the Implementation project. • Formally accept (sign -off) all key deliverables and implementation services per the Agreement. • Manage project staffing and milestones. • Manage project status and ensure completion of Client project deliverables. • Attend and participate in configuration workbook overview, implementation coaching, and administrator training sessions. • Validate and ensure available technical environment (high speed web access for all attendees during the training session). • The end of the implementation project is tied solely to the acceptance by Client of those deliverables for which Cornerstone is responsible. • Manage project status through Cornerstone provided work plan and ensure completion of Client project deliverables. • Provide a primary point of contact for Cornerstone during and after the implementation. • Ensure proper communication to end -users during implementation in preparation for rollout. o Manage change management and on -going communication of the Performance solution project. • Manage change management and on -going communication of the Compensation solution project. • The project will be conducted remotely. • Except where otherwise stated or agreed by the parties, Cornerstone's obligation to perform an Implementation - related Service expires at the earlier of: (i) acceptance of the Service by Client; (ii) if Client does not commence the project, one year from the purchase date; or (iii) if Client commences the project but subsequently does not proceed with the project, one year from the date Client ceased working on the project. • Cornerstone and Client agree that changes to key members of implementation team or significant changes in business requirements or decisions, in each case by Client, that cause delays in the project timeline may require a change order to this Statement of Work documenting such changes and the pricing impact, if any, to the original project scope. • Any Historical Data Load (HDL), Master Data Load (MDL) or Data Migration project not expressly listed in this Statement of Work with an accompanying price will be scoped as a separate work effort and is not included in the scope of this document. Additional Service Offerings Cornerstone provides additional service offerings at an additional charge. The following service offerings, if not expressly stated in the 'Scope of Services' section of this document, are not included as part of this engagement: Q- 00025363 DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C Cornerstone- Technical Consulting 0 Content and Transcript Historical Data Loads Content Services 0 Learning Content Needs Assessment • E- Learning Development • 1 L Development/ Production • Content Maintenance • Content Localization Consulting Services 0 Consulting Service Packs • Analytics / Custom Report Development • System Preference Updates Educational Services 0 Virtual Training Courses • Live Coaching Historical Data Load — Performance (HDLP) Brief Summary Migration of legacy system data to the Cornerstone portal. Migrated data includes the following data types: • Review scores, including up to three (3) years' worth of overall performance review scores • Review documents, including up to three (3) years' worth of performance PDF documents • Goals library • Previous year's user goals • Competency library and models Tasks • Cornerstone: Provide Client with the Cornerstone standard data design document template • Cornerstone: Lead Client in data loading workshops to review data load process and support the functional decisions of Client • Cornerstone: Create data design document for Client • Client: Sign off on data design document • Client: Prepare files for loading by Cornerstone integration consultant • Cornerstone: Load files into the pilot portal • Client: Review and correct any errors detected in the upload process • Cornerstone: Reload corrected files as necessary in pilot portal (up to three (3) iterations per data type) • Client: Review and approve data loaded to pilot portal • Cornerstone: Load data on live portal Assumptions • Utilize Cornerstone standard data design document template for all data types • All data loads reference User data by a unique identifier • Client is responsible for uniquely identifying records across all data types • Client has skilled software resources that can extract legacy data from source systems • Client has the ability to transform data to the format(s) defined by Client- approved data design document • Client will perform all data file consolidations necessary by data type defined above • Maximum of three (3) iterations of loads by data type for purpose of correcting errors; any additional iteration may require a change request document • Client acknowledges that once the design document is approved, any changes or modifications to the work, scope, or the feed will require a change request document. Change requests are reviewed and could result in additional charges to Client • Any changes following Client sign -off will require a work order or SOW submission Q- 00025363 DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C Cornerstone- Inbound Data Feed — Salary (IDFS) Brief Summary Integration with Client's salary data enabling automated maintenance via a scheduled Inbound Data Feed of Salary (IDFS) data Tasks • Cornerstone: Provide Client with the Cornerstone standard IDFS design document and template • Cornerstone: Lead Client in IDFS workshop to review data feed process and support the functional decisions of Client • Cornerstone: Create I DFS design document for Client • Client: Sign off on I DFS design document • Client: Load files on pilot FTP folder for load, complying with Cornerstone's formatting requirements • Cornerstone: Schedule I DFS to run in pilot portal on a regular basis to allow testing by Client • Cornerstone: Email the pilot IDFS log file to identify load errors, after each load attempt • Client: Review, update, and sign off the IDFS process in pilot portal • Client: Load files on live FTP folder for load, complying with Cornerstone's formatting requirements • Cornerstone: Schedule and automate IDFS in live portal • Cornerstone: Email the live IDFS log file to identify load errors, after each load attempt • Client: Review, update, and sign off on the I DFS process in live portal Assumptions • Client utilizes Cornerstone standard I DFS design document and template for all data types • Client is responsible for uniquely identifying records across all data types • All data records referencing user data does so by user's unique identifier value (UserlD) • Client has skilled software resources that can extract data from source systems and transform data to the format(s) defined by the approved IDF design document • Client will perform all data file consolidations necessary and provide data files in formats defined in the approved IDFS design document. All required data fields must be populated for all records • Client is responsible for properly validating IDF and identifying any errors prior to signing off on feed in live portal • Client acknowledges that once the design document is approved, any changes or modifications to the work scope or the feed wil I require creation of a change request document. Change requests are reviewed and could result in additional charges to Client • Any changes following Client signoff will require a work order or SOW submission Outbound Data Feed — Salary (ODFS) Brief Summary A scheduled Outbound Data Feed (ODF) to Client FTP folder of the following data sets: • Salary Adjustment Data Tasks • Cornerstone: Provide Client with the Cornerstone standard ODF design document template • Cornerstone: Lead Client in ODF workshops to review data process and support the functional decisions of Client • Cornerstone: Create ODF design document for Client • Client: Sign off on ODF design document • Cornerstone: Schedules ODF to run in pilot portal and load to FTP folder per the agreed upon schedule to allow testing by Client • Client: Review and identify any errors detected in the ODF process • Cornerstone: Produce corrected files as necessary in pilot portal (up to three (3) iterations per data type) • Client: Review and approve ODF in pilot portal • Cornerstone: Schedule and automate ODF in live portal to load to FTP folder based on Client's requested schedule Assumptions • Utilizes Cornerstone standard ODF design document template for all data types • Cornerstone creates the data file(s) • Client reviews the data file(s) • Cornerstone and Client will validate /iterate the data file(s) up to three (3) times • Three (3) iterations of exports are for the purpose of correcting errors (all three (3) may not be required) • Client will confirm with target payroll system that automated processing of FTP file can be completed for end -to -end automation Q- 00025363 DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C Exhibit E INSURANCE REQUIREMENTS AND WORKERS' COMPENSENTATION REQUIREMENTS Upon contract execution, all insurance requirements shall become contractual obligations, which the successful contractor shall have a duty to maintain throughout the course of this contract. STANDARD PROVISIONS: Without limiting any of the other obligations or liabilities of the Contractor, the Contractor shall provide and maintain until the contracted work has been completed and accepted by the City of Denton, Owner, the minimum insurance coverage as indicated hereinafter. Contractor shall file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. Contractor shall not be responsible for any delays in commencing the work resulting from the time it takes to receive notification from the City of Denton that the contract has been accepted, approved, and signed 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. • General Liability policies shall be endorsed to provide the following: Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers. ■ That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. • 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. Contract# 5827 DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted. [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: • Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. • Coverage B shall include personal injury. • Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [ ] Automobile Liability Insurance: Contractor shall provide Commercial Automobile Liability insurance with Combined Single Limits (CSL) of not less than $500,000 either in a single policy or in a combination of basic and umbrella or excess policies. The policy will include bodily injury and property damage liability arising out of the operation, maintenance and use of all automobiles and mobile equipment used in conjunction with this contract. Satisfaction of the above requirement shall be in the form of a policy endorsement for: • any auto, or • all owned hired and non -owned autos. Contract# 5827 DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C [ ] Workers' Compensation Insurance Contractor shall purchase and maintain Workers' Compensation insurance which, in addition to meeting the minimum statutory requirements for issuance of such insurance, has Employer's Liability limits of at least $100,000 for each accident, $100,000 per each employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers' Compensation Commission (TWCC). [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All -Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. [] Riggers Insurance The Contractor shall provide coverage for Rigger's Liability. Said coverage may be provided by a Rigger's Liability endorsement on the existing CGL coverage; through and Installation Floater Contract# 5827 DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C covering rigging contractors; or through ISO form IH 00 91 12 11, Rigger's Liability Coverage form. Said coverage shall mirror the limits provided by the CGL coverage [ ] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside /outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a "blanket" basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $ each occurrence are required. [ ] Additional Insurance Other insurance may be required on an individual basis for extra hazardous contracts and specific service agreements. If such additional insurance is required for a specific contract, that requirement will be described in the "Specific Conditions" of the contract specifications. Contract# 5827 � 1 111 1 City of Denton, TX r Werosa@cso�d.col F 310-752-01 fN DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C %—j 1 "11 IL's Lqjjljlu O N D E M A N D Empowering people Pricing Sheet — Exhibit 1 Completed Soliciation Checklist Functional Requirements Cornerstone Attachments EXHIBIT F 5 6 7 8 11111460� DENTON © 1999 — 2015 Cornerstone OnDemand XNEX4X DocuSign Envelope ID: AF89497D-8FI 1-475D-9661-13C79108207C EXHIBIT F 0 N D E M A N D Empowering People I s, DENTON WWWRIS14 Please refer to CSOD Pricing Sheet - Exhibit 1 — Pricing Sheet Tab. @ 1999 — 2015 Cornerstone OnDemand XmKbx U- r ) ) E 0 4- � 0 CL 0 � 0 V � c � E @ D c O @ c 0 � @ c 0 V P� N co Ln � § % 2 § \ 2 § % m 2 § \ m § 0 ] « ) 0 / 0 § P., 7i S q 0 0 2£ 8 § r e d¥ d d d 7 G$\ q£ 8 M 0$ R w m� V cn m \ m @ \ \ m \ 'N & \ w ± m a \ & W % m \ \ R \ \ \ \ \ © / � 14 \ � \ \ \ \ \ \ \ / o o < 0 0 E E 2 R/ _\\ W m © \ \ ®/ / ® � \ �* *** / j / Z \ ~ f > $ $ $ E d 2 - r / v | I R R � 3 § \\ 3 ) ( V) . E E 0 / ' / ) ƒ / 4 ] j_ k / / / § © E 2 ] \ a U a o a _ m / Q § E 0 r \ o f f / ƒ \) ƒ 2 2 2 0$ G/$ ® ® , m # § § } ® \ E - \ 0 0 o 7 E j E 3 c 0 c 0 m o / c o m / \ a \ 1,- \ k {) \ f w ® E & E & § § \ = § S / 0 = § > G Q ) & o &) o & E _ r4 r« z m* m � § % 2 § \ 2 § % m 2 § \ m § 0 ] « ) 0 / 0 § P., DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C %—J ".111 i-.% l it EXHIBIT F 0 N D E M A N D Empowering people SOLICITATION CHECKLIST I 111460� DENTON Check when Completed Task to be Completed by Respondent X Exhibit 1 — Pricing sheet & Supplemental Questionnaire X Review Exhibit 2 — General Provisions and Terms and Conditions X Review Exhibit 3 — Scope of Work/Technical Specifications N/A Review Exhibit 4 — Technical Drawings and Plans (if applicable) N/A Submission of Exhibit 5 — FTP Site Form (if applicable) N/A Review Exhibit 6 — Federal Grant Requirements if applicable) X Cover sheet X Solicitation number X Solicitation name X Firm name X Firm address X Contact name X Contact phone X Contact fax X Website address X Contact email address X Solicitation Checklist X Attachment A- Business Overview Questionnaire X Document how firm meets minimum qualifications (Section 3) X Detail to support evaluation criteria X Attachment B — Exception Form N/A Attachment C — Safety Record Questionnaire (if applicable) X Attachment D — Reference Form X Attachment E — Conflict of Interest Questionnaire Form —with signature X Attachment F - Acknowledgment X Acknowledgment of Addenda X Submission signed by authorized officer, in the order specified below Submitting Electronically — N/A Hard Copy Submission: If submitting a hard copy, the City requires one (1) original and three (3) copies, with the pricing sheet submitted electronically in excel or emailed in excel to Ilj lbj,ds lii cii l ii . ii n with the Solicitation # and name in the subject line. X Electronic Submission: If submitting an electronic proposal only, email to with the Solicitation # and name in the subject line. The pricing sheet (Exhibit 1) must be in excel format. © 1999 — 2015 Cornerstone OnDemand Fame 000uSign Envelope ID: AF8e4e7D-8F114750-9661'13o7e108207o Supplement I should be included by the prospective proposer and contains the system functionality for the proposed system and interfaces/connectivity to existing City SQL servers. (preferred) or a locally installed "Client — Server" type of solution, but is open to other configurations by prospective Prop2sers. The proposer should attach the necessary documentation in Supplement | Please refer toCSOO Pricing Sheet - Exhibit 1— Supplement |Tab. Supplement 11 should be included by the prospective proposer and contains the non-functional questions concerning the technology, hosting, security, support and implementation solution that is proposed. Please refer toCSOO Pricing Sheet - Exhibit 1— Supplement UTab. Supplement U| should be included by the prospective proposer and contains a vendor overview that includes an executive summary, company statistics and questions concerning the proposed solution and user experiences. Please refer toCSOO Pricing Sheet - Exhibit 1— Supplement III Tab. @1888-2O15 Cornerstone OnDomand x4N DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT F O N D E M A N D Empowering people 0161m: • Attachment A — Business Overview Questionnaire and Forms Attachment B — Exception Form Attachment D — References Attachment E — Conflict of Interest Questionnaire Form Attachment F — Signed Acknowledgement Form Appendices Appendix 1 — City of Denton Pricing Appendix 2 — Implementation Overview Appendix 3 — Standard SLA Appendix 4 — Product Literature (Performance, Compensation, Succession) I vllzaw� DENTON © 1999 — 2015 Cornerstone OnDemand x4ax DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT F 0 N D E M A N D Empowering people BUSINESS OVERVIEW QUESTIONNAIRE AND FORMS 1. Contractor legal name and address (for contracting purposes): Cornerstone OnDemand, Inc. 1601 Cloverfield Blvd, Suite 600 South Santa Monica, CA 90404 2. Subsidiary of- N/A 3. Organization Class (circle): Partnership Corporation Individual Association 4. Tax Payer ID#: 13- 4068197 5. Date Established: 5/24/1999 6. Historically Underutilized Business: Yes or No I1114610� DENTON 7. Does your company have an established physical presence in the State of Texas, or the City of Denton? Yes or No, in which? No, neither 8. Please provide a detailed listing of all products and/or services that your company provides. Cornerstone OnDemand is a leader in cloud -based applications for talent management. The company's solutions help organizations recruit, train, manage, and engage their employees, empowering their people and increasing workforce productivity. Based in Santa Monica, California, the company's solutions are used by over 2,230 clients worldwide, spanning 19.1 million users across 191 countries and 42 languages. Cornerstone empowers some of the world's leading organizations including Starwood Hotels & Resorts, The Neiman Marcus Group, Save the Children, Turner Broadcasting System, Virgin Media, and Staples. Our clients use our solution to source and recruit top talent, develop employees throughout their careers, engage all employees effectively, improve business execution, cultivate future leaders, and integrate with their external networks of customers, vendors, and distributors. © 1999 — 2015 Cornerstone OnDemand NXX DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C %_j 1"1 I IL's Lqjjljlu O N D E M A N D Empowering people EXHIBIT F 11111460� DENTON © 1999 — 2015 Cornerstone OnDemand VIaNaNK Cornerstone Recruiting is designed around the way recruiting is done today and provides a holistic approach to recruiting. Your talent acquisition teams develop faster Recruiting time -to -hire, easier execution of recruiting initiatives, and a more collaborative hiring process. Attract, source, review, and hire top talent with less cost, all through one solution. Cornerstone Onboarding delivers a unique approach that goes beyond day one and delivers the right resources, connections, and tools —at critical points across the employee lifecycle. Employees become engaged with your culture and achieve faster Onboarding productivity through connections with colleagues, learning resources, and targets. Onboarding documentation is managed through a centralized portal that's accessible to all employees. Connect No matter where employees are, they can easily access knowledge, information, and experts. Cornerstone Connect creates a community within an office or in any location. © 1999 — 2015 Cornerstone OnDemand VIaNaNK DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C %—J 1"1 I JIL's L01111C EXHIBIT F O N D E M A N D Empowering people 11111460� DENTON Additional Solutions: Extended With a central resource for projects, knowledge sharing, and social collaboration, Enterprise employees work better together. Cornerstone Learning optimizes your workforce by delivering targeted, customizable Learning training. Training can actively address competency & skill gaps, drive blended learning, and ensure compliance management. Learning provides your employees with Mobile professional education and compliance that increases productivity and drives performance. With Cornerstone Performance, you align individual goals with larger objectives and Performance organizational strategies, manage skills and competencies, and develop employees. Use the power of documented performance for social performance and benchmark against KPI dashboards. Cornerstone Compensation is designed to streamline compensation planning, Compensation incentive management, budgeting, and reporting for a variety of employee compensation types. Compensation promotes accountability, productivity, and retention while focusing on strategic objectives. Cornerstone Succession Identifies and addresses workforce planning challenges and Succession opportunities before they occur. Map out succession scenarios for any position within your organization. Ensure you have backup employees at the ready, address skill gaps, improve transition planning, and hire for critical roles. Additional Solutions: Extended A learning system designed for external partners and customers. Deliver certification, Enterprise collaboration, and assets to drive revenue, productivity and loyalty. Whether you want to build a new profit center from your existing training programs or drive partner effectiveness, Cornerstone Extended Enterprise provides the right content and support. Access Cornerstone solutions from mobile devices anytime, anywhere connected to Mobile the internet through a web browser. Our natively built application provides fast access to features within your mobile device. Mobile enables your workforce to become better connected, increase learning opportunities, and develop better productivity. Analytics Managers and leadership have easy access to dashboards and reports which provide crucial understanding of the workforce. All solutions incorporate unified data so that you have an always updated and accurate data source. © 1999 — 2015 Cornerstone OnDemand�K DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT F O N D E M A N D E=mpowering People I s, DENTON We offer comprehensive services to our clients to assist in the successful implementation of our solution and to optimize our clients' use of our solution during the terms of their engagements. Our consulting services include: Implementation Services. Cornerstone partners with every organization we serve to develop and execute an implementation plan specifically tailored to fit specific business needs while maintaining the integrity of our proven implementation model. Integration Services. We provide a range of services and self - service tools to load data into a client's portal and to integrate our solution with our client's existing systems. Integration services include data feeds to and from HR information systems and enterprise resource planning systems, single sign -on, historical data loads, and integration of proprietary content. Content Services. We offer e- learning content consulting services, including training needs analysis, content selection, and curriculum design. In addition, we help clients manage their e- learning vendors, and we maintain an aggregated library of third -party online training classes in support of our clients. Business Consulting Services. We provide business consulting services for existing and prospective clients, such as business process mapping, guidance on industry best practices, change management, and project management services. Educational Services. We provide product training to our clients during implementations and on an on -going basis. We offer multiple forms of training, including custom classroom training, virtual instructor -led training, and asynchronous online training. Our training covers all aspects of administering and managing our solution. In addition, our Educational Services team offers live coaching and custom content development support for clients. 9. Has your company filed or been named in any litigation involving your company and the Owner on a contract within the last five years under your current company name or any other company name? If so provide details of the issues and resolution if available. Include lawsuits where Owner was involved. No. 10. Have you ever defaulted on or failed to complete a contract under your current company name or any other company name? If so, where and why? Give name and telephone number of Owner. No. 11. Have you ever had a contract terminated by the Owner? If so, where and why? Give name and telephone number (s) of Owner (s). No. Cornerstone OnDemand maintains an industry leading 95% client retention rate. Most common reasons for client loss /termination include acquisitions, consolidations, and bankruptcy / loss of budget. © 1999 — 2015 Cornerstone OnDemand FXXxX DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C %_J 1"1 I IL's L01111C EXHIBIT F 0 N D E M A N D Empowering people 11111460� DENTON 12. Has your company implemented an Employee Health and Safety Program compliant with 29 CFR 1910 "General Industry Standards" and /or 29 CFR 1926 "General Construction Standards" as they apply to your Company's customary activities? httn:// www. osha .uov /Dls /oshaweb /owasrch.search form ?b doc tvbe= STANDARDS &b toc lev el=l &p keyyalue =1926 Yes. Cornerstone OnDemand is compliance with the standards listed above. 13. Resident/Non- Resident Bidder Determination: Texas Government Code Section 2252.002: Non - resident bidders. Texas law prohibits cities and other governmental units from awarding contracts to a non - resident firm unless the amount of such a bid is lower than the lowest bid by a Texas resident by the amount the Texas resident would be required to underbid in the non - resident bidders' state. In order to make this determination, please provide the name, address and phone number of: a. Responding firms principle place of business: 1601 Cloverfield Blvd, Suite 600 South Santa Monica, CA 90404 b. Company's majority owner principle place of business: 1601 Cloverfield Blvd, Suite 600 South Santa Monica, CA 90404 c. Ultimate Parent Company's principle place of business: 1601 Cloverfield Blvd, Suite 600 South Santa Monica, CA 90404 14. Provide details to support the evaluation criteria, including experience and delivery. Client Success Managers Clients will receive a dedicated Client Success Manager (CSM). The Client Success Manager plays a pivotal role in our overall partnership. The Client Success Team is largely comprised of former clients and HR practitioners who have driven an RFP process, implemented Cornerstone OnDemand or a competitor, and have supported the system throughout its lifecycle. Client Success Managers (CSMs) are: © 1999 — 2015 Cornerstone OnDemand XaWix DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT F O N D E M A N D E=mpowering People I s, DENTON • The continuous part of the relationship. Clients have a CSM for life. The CSM stays with the account as the client transitions out of implementation and through the multiple phases of the client lifecycle. Drive adoption and optimization phases to maximize the value of the solution. The CSM is the primary relationship manager and point of contact. They will host regular status calls with you and focus on your product utilization, engagement with Cornerstone, and overall product satisfaction. They will also work with you to continuously optimize the ways in which you use the solution. The CSM will make best practice recommendations based on trends in the industry and based on use by the client base. • Focused on the success of the solution after Go -Live. Client Success Managers will support your transition from implementation to Go -Live and ensure you have access to the tools necessary to be successful. We realize that the initial launch is critical and CSMs provide intensive support during this time. The CSM will also focus and partner with you on activities and processes that support long -term success with the solution. • Ensure continued alignment and deeper integration of CSOD into your business. The CSM will regularly work with you to identify new and different ways to use the solution within your business. • HR, Talent, L &D, business practitioners. Speaking the same language is important. CSMs have supported social learning programs, performance management initiatives, talent planning, and compensation practices in previous roles. • CSOD system experts. Best of all you have regular access to system experts that are able to understand your HR/Learning /Talent practices and make recommendations based on business use cases. Since our success is incumbent on yours, our goal is to be a valued and trusted partner, not simply your talent management vendor. One of our strongest differentiators is the Client Success Manager. Experienced Team The specific personnel assigned to the project and account will vary based on a number of factors, including but not limited to, when the contract is executed. However, all personnel have years of experience in their role, at either Cornerstone OnDemand, or elsewhere in the industry. Additionally, all personnel have successfully completed months of Cornerstone - specific training and mentoring. Our senior vice president of Client Success, whose bio follows below, oversees the consulting and delivery services teams. © 1999 — 2015 Cornerstone OnDemand xlwex1x DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT F O N D E M A N D E=mpowering People I s, DENTON Kirsten Maas Helvey Senior Vice President of Client Success Kirsten Maas Helvey possesses an extensive background in the implementation of hosted and in -house enterprise software applications. Helvey oversees all aspects of the client experience with Cornerstone OnDemand. She provides project management and process improvement expertise, and effectively implements and integrates Cornerstone OnDemand's Talent Management Suite using methodologies developed from client best practices. Helvey leverages her expertise to develop and grow Cornerstone's global Consulting Services organization. Prior to Cornerstone OnDemand, Ms. Helvey contributed to the Supply Chain Operations Strategy Group at IBM Business Consulting and PricewaterhouseCoopers. She has extensive experience providing operational expertise to Fortune 500 companies for large- scale, complex, re- engineering and cost reduction initiatives using enabling technologies. Helvey holds a BA in English Literature from Skidmore College in Saratoga Springs, NY. She is a member of Women in Technology International (WITI) and the American Business Women's Association (ABWA). Key members of the implementation team and on -going support services include: Professional Services Implementation Consultant - Strategic Accounts Responsibilities • Overall project framing and project management office responsibilities • Project plan development, tracking, and management Defining customer business requirements and preparing gap analysis • Designing configuration documents and leading parts of the design effort for implementation projects Supporting sales in the client acquisition process from a services perspective • Authoring scope of work (SOW) documents • Working directly with customer personnel and the Cornerstone professional services team to define and specify application requirements • Performing functional and technical analysis • Completing related implementation deliverables © 1999 — 2015 Cornerstone OnDemand KaXeNX DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT F O N D E M A N D Empowering people I111146 a � DENTON • Conducting strategic implementation workshops (i.e. talent management best - practices, change management framework, and governance models). Providing issue and budget management support • Conducting quality assurance Required Qualifications • B.A/B.S in Business Management, Engineering, or equivalent experience; or project management certification ■ Minimum three years of business process or professional services consulting experience ■ Minimum three years of talent management, learning, or performance solution implementations ■ Proven results in a consulting environment as a functional lead ■ Experience leading the change management of transformation initiatives a strong plus ■ Ability to deal with and resolve complex customer business issues ■ Superior communication skills and attention to detail Training Consultant Responsibilities ■ Creating an atmosphere conducive to learning ■ Instructing and facilitating in- person and web cast training sessions on our web based talent management system to a wide range of employee levels ■ Interfacing with our clients in consultative manner ■ Explaining concepts in an easily understandable manner ■ Creating and maintaining robust client relationships; prepare participant material, reference materials, job aids, and hand -outs ■ Evaluating and monitoring effectiveness of training activities and make appropriate improvements; keep up to date on training and development research; learning theory, new training methods and techniques © 1999 — 2015 Cornerstone OnDemand X-; e,Xx DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT F O N D E M A N D Empowering people Required Qualifications ■ B.A/B.S or equivalent experience ■ Two to five years of experience in software system - related course delivery I1114610� DENTON ■ Demonstrates strong course delivery skills and excellent verbal, written and presentation /communication skills ■ Thorough working knowledge of adult learning concepts ■ Experience facilitating using virtual classroom tools and techniques ■ Experience delivering to an international audience ■ Strong computer skills with Word, Excel, and PowerPoint ■ Excellent problem solving /critical thinking skills previous experience with learning and performance management system a plus; some instructional design experience or training Client Success Manager (CSM) Responsibilities ■ Driving partnerships with client groups at strategic levels to identify and manage business and talent management issues globally ■ Providing leadership, consultation, and advice to the client's senior executives and supporting the management team in the areas of talent management, workforce planning, performance management, leadership development, and organizational effectiveness ■ Collaborating with the client's human resource functions including recruiting, on boarding, training and development, learning, performance, compensation, succession planning, operations and systems to deliver high quality services to the organization. ■ Conducting regular meetings with the client and make recommendations to provide continued success with talent management processes, workflows, and system configuration ■ Educating clients on self - service tools, release process, and other client programs to ensure a successful partnership ■ Advising clients of process /system risks based on organizational constraints and develop solutions to mitigate risks © 1999 — 2015 Cornerstone OnDemand NYVXX DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT F O N D E M A N D Empowering people ■ Developing effective business partnerships to drive our client growth I1114610� DENTON ■ Maintaining expert level knowledge of each of the Cornerstone OnDemand cloud offerings and configuration options Skills and Experience ■ B.A. /B.S. or equivalent professional experience in Human Resources, Organizational Development or Finance ■ MBA highly desirable ■ SPHR, CCP, CPLP designation highly desirable ■ Minimum of three years of experience using Cornerstone OnDemand application or comparable product; high level of skill with the application ■ Highly detail- oriented and able to manage multiple projects simultaneously ■ Organized and methodical with excellent follow -up to ensure client expectations and deadlines are met ■ Excellent communication skills and analytical skills Account Manager (AM) Responsibilities ■ Creating and executing territory and account plans for customers in order to achieve stated customer and Cornerstone business objectives ■ Attaining or exceeding sales quota by identifying customers' business challenges and aligning Cornerstone products and services to create world -class solutions that delivers significant value ■ Managing and expanding relationships "high and wide" in customer organizations to expand the relationship footprint ■ Collaborating with other functions to ensure excellent delivery of service, quality deliverables and the highest level of customer satisfaction possible Qualifications and Requirements • Five or more years of customer - facing experience and account management experience for an enterprise software company, preferably SaaS © 1999 — 2015 Cornerstone OnDemand ONXXX DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT F O N D E M A N D Empowering people ■ Solution sales or consulting experience preferred ■ Willingness to travel ■ Bachelor's degree in Business, Management, or Marketing Product Specialist Responsibilities ■ Providing day to day functional and technical software application support to our clients ■ Troubleshooting software application issues ■ Logging client reported defects in our case tracking system I1114610� DENTON ■ Gaining a deep understanding of the Cornerstone application including the hundreds of complex features configuration options ■ Providing constant and ongoing communication with clients regarding support incidents ■ Creating accurate, reliable, and complete case activity updates suitable for maintaining an accurate knowledgebase ■ Ensuring proper, timely follow -up on assigned cases to ensure service level agreements are met and client satisfaction is high Required Skills and Experience ■ Bachelor's degree in Mathematics, Computer Science, Finance or related degree ■ —One to three years of experience with technical support or software application support ■ Skilled with Microsoft Office programs (Word, Excel, Outlook, etc.) ■ Analytical — must possess the ability to understand clients' business processes and workflows and translate them into system functionality to help clients meet their needs with existing system features ■ Ability to grasp complex system workflows, to understand cause and effect for actions taken in a business process or software system. This skill is critical to troubleshooting issues to distinguish between user error and actual system defects © 1999 — 2015 Cornerstone OnDemand DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT F O N D E M A N D E=mpowering People I s, DENTON ■ Experience with one or more of the following recommended but not required: programming languages, relational databases, HTML /content development ■ Excellent verbal (telephone) and written communication skills in English; Proficiency in an additional business language (e.g. Mandarin, Japanese and Spanish) preferred but not required ■ Professional etiquette Delivery Record and Customer Satisfaction Cornerstone OnDemand maintains an industry leading 95% client retention rate. Most common reasons for client loss include acquisitions, consolidations, and bankruptcy / loss of budget. Cornerstone is fully committed to the success of our clients. For more information on our implementation process, please refer to the attachment entitled "Appendix 2 - Implementation Overview." 15. Provide details on how firm meets the minimum qualifications stated in this Main document Section 3. a. The details must be completed on this form, and shall not point to another document in the respondent's proposal. b. Sign below and return form with final submission. �- Three (3) years experience providing similar products or services. Cornerstone has amassed a great deal of experience implementing Enterprise Performance Management and Compensation modules across the public sector. We have delivered various modules of our software successfully at numerous clients, including those shown below: © 1999 — 2015 Cornerstone OnDemanda� DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT F O N D E M A N D E=mpowering People I s, DENTON i %e "I'X ,l, v, T➢ ' 11Y ' !oo/ "'��OGIIw „Wwg ft44 "i#4 //, 6 Nun A"IIJ, �w �E dio7�A1P� ��r �mdrH & C E C E �.. AJOP1nJJJ1D9V11t�y ,� _, 1 141, SMA d y ,n�(( I�ry� �?F qN � ND laryN� /�{p'1�'�b0➢li��e'J,`�fi11MNW r Please visit the resources section of our corporate website at: :tt"Ar „r „r.( oiiir�eitstoir�eoir�deir-n ir�d coirnfiresouitces. You will find among other resources dozens of client case studies and testimonials including those from Hyatt, Neiman Marcus, Turner Broadcasting, Kelly Services, Virgin Media, metroPCS, BNP Paribas, and Hallmark, among others. Three (3) references from governmental entities for the products or services requested. The City prefers references from municipalities of similar size. As a matter of corporate policy and out of consideration of our valued clients, Cornerstone typically does not provide reference contact information in RFP responses. Because of the volume of requests we receive, our clients have asked that we institute a policy that reflects the value of their time and that we limit these calls to "by appointment only." Cornerstone will gladly facilitate discussions with client references further in the vendor selection process. © 1999 — 2015 Cornerstone OnDemand Xx °f RR() „Wwg ft44 "i#4 //, 6 Nun A"IIJ, �w �E dio7�A1P� ��r �mdrH & C E C E �.. AJOP1nJJJ1D9V11t�y ,� _, 1 141, SMA d y ,n�(( I�ry� �?F qN � ND laryN� /�{p'1�'�b0➢li��e'J,`�fi11MNW r Please visit the resources section of our corporate website at: :tt"Ar „r „r.( oiiir�eitstoir�eoir�deir-n ir�d coirnfiresouitces. You will find among other resources dozens of client case studies and testimonials including those from Hyatt, Neiman Marcus, Turner Broadcasting, Kelly Services, Virgin Media, metroPCS, BNP Paribas, and Hallmark, among others. Three (3) references from governmental entities for the products or services requested. The City prefers references from municipalities of similar size. As a matter of corporate policy and out of consideration of our valued clients, Cornerstone typically does not provide reference contact information in RFP responses. Because of the volume of requests we receive, our clients have asked that we institute a policy that reflects the value of their time and that we limit these calls to "by appointment only." Cornerstone will gladly facilitate discussions with client references further in the vendor selection process. © 1999 — 2015 Cornerstone OnDemand Xx DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT F O N D E M A N D E=mpowering People `,'s, DENTON Due to the significance of references to the City of Denton, however, we have received approval to use the three references listed below. Emily Sutkus Ken Robertson Jeanette Saunders - Willis HR Administrator Director of HR Chief of Admin & Performance Management 510- 891 -4787 804 - 344 -3101 216- 265 -6110 ullku ..� lir ire ul cnirq. kirc beirtsoirn( g[gluir . cnirq. i U11)dei s .. llcv „Il ire uir �cnirl oirn 1600 Franklin Street 1200 E. Main Street 5300 Riverside Drive Oakland, CA 94612 Richmond, VA 23218 Cleveland, OH 44135 • j The responding individual or business must be registered in the State of Texas, or the County of Denton, to provide the products or services required in the solicitation, and the individual or business must have all licensure required by the State to provide any services required under this contact. Cornerstone has contacted the Secretary of State, per the City's instructions, to obtain licensure required by the State of Texas. Our registration is currently in process and will be made available upon down selection. Cornerstone's Federal Tax ID is 13- 4068197. Cornerstone has numerous private sector and public sector (State of TX, local governments, K12, and Higher Education) clients in Texas. I certify that our firm meets the minimum qualifications as stated in this Main document, Section 3. _Cornerstone OnDemand June 10, 2015 Signature Company Date © 1999 — 2015 Cornerstone OnDemand x4ello' DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT F 0 N D E M A N D Empowering people SUBMISSION EXCEPTIONS I 111460� DENTON Any exceptions taken to this solicitation (including terms and conditions in Exhibit 2, the General Provisions and Terms and Conditions) must be itemized on the lines below. Additional pages may be added as needed. If there are no exceptions, please sign where indicated at the bottom of the page. Item # Description The above exceptions (and any additional pages identified) are the ONLY exceptions to the specifications, General Provisions and Terms and Conditions in Exhibit 2, and sample contract to this solicitation. I understand that the City may not accept additional exceptions produced after final submission of this proposal. Signature Company Date No Exceptions are taken to this solicitation or the General Provisions and Terms and Conditions in Exhibit 2. �n. Signature _Cornerstone OnDemand Company June 10 2015 Date © 1999 — 2015 Cornerstone OnDemand X*xx DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT F O N D E M A N D E=mpowering People I s, DENTON REFERENCES Please list three (3) Government references, other than the City of Denton, who can verify the quality of service your company provides. The City prefers customers of similar size and scope of work to this solicitation. REFERENCE ONE GOVERNMENT /COMPANY NAME: Alameda- Contra Costa Transit District LOCATION: Oakland, CA CONTACT PERSON AND TITLE: Emily Sutkus — HR Administrator TELEPHONE NUMBER: 510- 891 -4787 SCOPE OF WORK: Cornerstone does not supply specific client contract information to others CONTRACT PERIOD: Cornerstone does not supply specific client contract information to others REFERENCE TWO GOVERNMENT /COMPANY NAME: Virginia Retirement System LOCATION: Richmond, VA CONTACT PERSON AND TITLE: Ken Robertson — Director of HR TELEPHONE NUMBER: 804 - 344 -3101 SCOPE OF WORK: Cornerstone does not supply specific client contract information to others CONTRACT PERIOD: Cornerstone does not supply specific client contract information to others REFERENCE THREE GOVERNMENT /COMPANY NAME: Cleveland Hopkins International Airport LOCATION: Cleveland, OH CONTACT PERSON AND TITLE: Jeanette Saunders - Willis — Chief of Admin & Performance TELEPHONE NUMBER: 216- 265 -6110 SCOPE OF WORK: Cornerstone does not supply specific client contract information to others CONTRACT PERIOD: Cornerstone does not supply specific client contract information to others © 1999 — 2015 Cornerstone OnDemand XaXe)CX DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT F City of Denton RFP for Supply of Performance Appraisal and Compensation Management Software 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. 1491, 80th Leg., Regular Session. This questionnaire is being filed in accordance with chapter 176 of the Local Government Code by a person who has a business relationship as defined by Section 176.001(1 -a) with a local governmental entity and the person 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 person becomes aware of facts that require the statement to be filed. See Section 176.006, Local Government Code. A person commits an offense if the person knowingly violates Section 176.006, Local Government Code. An offense under this section is a Class C misdemeanor. 1 Name of person who has a business relationship with local governmental entity. 2 El 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 7'h business day after the date the originally filed questionnaire becomes incomplete or inaccurate. 3 Name of local government officer with whom filer has an employment or business relationship. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the filer 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 filer of the questionnaire? Yes E-1 No B. Is the filer of the questionnaire 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 F-1 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 10 percent or more? Yes E-1 No D. Describe each affiliation or business relationship. 4 I have no Conflict of Interest to disclose. g fl . VAVQ, (AYtt.V' Dave Carter June 5, 2015 Signature of person doing business with the governmental entity Date RFP 5827 - Main Document 1xx$ DocuSign Envelope ID: AF89497D- 8F11 -475D- 9661- 13C79108207C EXHIBIT F O N D E M A N D E=mpowering People I s, DENTON ACKNOWLEDGEMENT The undersigned agrees this submission becomes the property of the City of Denton after the official opening. The undersigned affirms he has familiarized himself with the specification, drawings, exhibits and other documents; the local conditions under which the work is to be performed; satisfied himself of the conditions of delivery, handling and storage of materials and equipment; and all other matters that will be required for the work before submitting a response. The undersigned agrees, if this submission is accepted, to furnish any and all items /services upon which prices are offered, at the price(s) and upon the terms and conditions contained in the specification. The period for acceptance of this submission will be 120 calendar days unless a different period is noted. The undersigned affirms that they are duly authorized to execute this contract, that this submission has not been prepared in collusion with any other respondent, nor any employee of the City of Denton, and that the contents of this submission have not been communicated to any other respondent or to any employee of the City of Denton prior to the acceptance of this submission. Respondent hereby assigns to the City any and all claims for overcharges associated with this contract which arise under the antitrust laws of the United States, 15 USCA Section 1 et sea., and which arise under the antitrust laws of the State of Texas, Tex. Bus. & Com. Code, Section 15.01, et sea. The undersigned affirms that they have read and do understand the specifications, all exhibits and attachments contained in this solicitation package. The undersigned agrees that the solicitation package posted on the website are the official specifications and shall not alter the electronic copy of the specifications and /or pricing sheet (Exhibit 1), without clearly identifying changes. The undersigned understands they will be responsible for monitoring the City of Denton Purchasing Website at: http:// www.cityofdenton.com/index.aspx ?page =397 to ensure they have downloaded and signed all addendum(s) required for submission with their response. I certify that I have made no willful misrepresentations in this submission, nor have I withheld information in my statements and answers to questions. I am aware that the information given by me in this submission will be investigated, with my full permission, and that any misrepresentations or omissions may cause my submission to be rejected. Acknowledge receipt of following addenda to the solicitation Addendum No 1 Dated Addendum No 2 Dated Addendum No 3 Dated NAME AND ADDRESS OF COMPANY: Cornerstone OnDemand 1601 Cloverfield Blvd Suite 600 South Santa Monica, CA 90404 Tel. No. (720) 400 -3620 Email._bderosa(Li csod.coni Received Received Received AUTHORIZED REPRESENTATIVE: Signature r Date June 10, 2015 Name Cornerstone OnDemand Title Regional Sales Manager Fax No. 310- 752 -0199 © 1999 — 2015 Cornerstone OnDemand Xwe"M Certificate Of Completion Envelope Number: AF89497D8F11475D966113C79108207C Subject: Please DocuSign: Contract Documents 5827 Source Envelope: Document Pages: 50 Signatures: 5 Certificate Pages: 6 Initials: 0 AutoNav: Enabled Envelopeld Stamping: Enabled Record Tracking Status: Original 10/9/2015 9:45:55 AM CT Signer Events Karen E. Smith karen.smith @cityofdenton.com Assistant Purchasing Manager City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Adam Weiss aweiss @csod.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 10/9/2015 3:11:13 PM CT ID: 5a075774- ef10- 44f0- 936c- 3913c387ec79 Adam Miller amiller @csod.com CEO Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 10/12/2015 2:34:38 PM CT ID: 6b2d36b1- 4af5- 4c34- a6e5- dOcc1c5fb186 John Knight john.knight @cityofdenton.com Deputy City Attorney City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Holder: Karen E. Smith karen.smith @cityofdenton.com Signature Completed Using IP Address: 129.120.6.150 Ell—Signed by: �" O�uSS 7COAF6B56FBB458... Using IP Address: 208.185.232.10 Ell—Signed by: &r 4E07A280FE5B4C2.. Using IP Address: 12.130.117.192 Ell—Signed by: C821996C2A2B439... Using IP Address: 129.120.6.150 Status: Completed Envelope Originator: Karen E. Smith karen.smith @cityofdenton.com I P Address: 129.120.6.150 Location: DocuSign Timestamp Sent: 10/9/2015 9:51:54 AM CT Viewed: 10/9/2015 9:52:03 AM CT Signed: 10/9/2015 9:52:26 AM CT Sent: 10/9/2015 9:52:28 AM CT Viewed: 10/9/2015 3:11:13 PM CT Signed: 10/9/2015 3:19:56 PM CT Sent: 10/12/2015 12:24:53 AM CT Viewed: 10/12/2015 2:34:38 PM CT Signed: 10/12/2015 2:38:01 PM CT Sent: 10/12/2015 2:38:05 PM CT Viewed: 10/12/2015 2:51:45 PM CT Signed: 10/12/2015 2:53:12 PM CT S t C U ft t Signer Events Signature Timestamp Julia Klinck Completed Sent: 10/12/2015 2:53:15 PM CT julia.klinck @cityofdenton.com Viewed: 10/13/2015 8:48:22 AM CT Contracts Administration Supervisor Signed: 10/20/2015 3:52:44 PM CT City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: George Campbell El"l—Signed by: Sent: 10/20/2015 3:52:48 PM CT ��p�t george.campbell@cityofdenton.com Viewed: 10/20/2015 4:19:44 PM CT City Manager 4884E925FOE6480 _ Signed: 10/20/2015 4:22:12 PM CT City of Denton Security Level: Email, Account Authentication Using IP Address: 129.120.6.150 (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Jennifer Walters Ej-4C5BFAFC1821946D DocuSigned by: Sent: 10/20/2015 4:22:15 PM CT jennifer .walters @cityofdenton.com "'4"` w"_'' Viewed: 10/21/2015 10:21:58 AM CT City Secretary Signed: 10/21/2015 10:22:27 AM CT City of Denton Using IP Address: 129.120.6.150 Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: 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 Robert DeRosa� Sent: 10/12/2015 12:24:56 AM CT bderosa @csod.com Viewed: 10/12/2015 8:08:21 AM CT Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 10/12/2015 12:23:22 AM CT ID: 92848970- 67fb- 4cec -a792 -331 ff3f9f7f2 Charleta Gilbreath Sent: 10/12/2015 2:38:03 PM CT charleta .gilbreath @cityofdenton.com Viewed: 10/13/2015 8:45:09 AM CT Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Carbon Copy Events Status Timestamp Julia Klinck� Sent: 10/12/2015 2:38:04 PM CT julia.klinck @cityofdenton.com Viewed: 10/12/2015 2:45:06 PM CT Contracts Administration Supervisor City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Robin Fox Sent: 10/20/2015 3:52:48 PM CT Robin.fox @cityofdenton.com Viewed: 10/20/2015 4:24:53 PM CT Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Accepted: 10/9/2015 1:39:51 PM CT ID: 04463961- 03db -4c4d- 9228- d660d6146ed6 Jennifer Bridges Sent: 10/21/2015 10:22:31 AM CT jen nifer. bridges @cityofdenton.com Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Jane Richardson Sent: 10/21/2015 10:22:31 AM CT jane .richardson @cityofdenton.com Viewed: 10/26/2015 10:24:55 AM CT Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: John Whitmore Sent: 10/21/2015 10:22:31 AM CT john.whitmore @cityofdenton.com Viewed: 10/21/2015 10:34:00 AM CT Organizational Development Mgr City of Denton Security Level: Email, Account Authentication (Optional) Electronic Record and Signature Disclosure: Not Offered ID: Notary Events Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed /Encrypted 10/21/2015 10:22:31 AM CT Certified Delivered Security Checked 10/21/2015 10:22:31 AM CT Signing Complete Security Checked 10/21/2015 10:22:31 AM CT Completed Security Checked 10/21/2015 10:22:31 AM CT Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 4/20/2015 2:25:38 PM Parties agreed to: Adam Weiss, Adam Miller, Robert DeRosa, Robin Fox 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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