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21-230321-2303 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME -RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH VERINT AMERICAS INC., DBA VERINT SYSTEMS INC., FOR A 311/CRM SOFTWARE SOLUTION FOR THE CUSTOMER SERVICE AND PUBLIC AFFAIRS DEPARTMENTS; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 7446 — AWARDED TO VERINT AMERICAS INC., DBA VERINT SYSTEMS INC., FOR THREE (3) YEARS, WITH THE OPTION FOR TWO (2) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE TOTAL FIVE (5) YEAR NOT -TO -EXCEED AMOUNT OF $1,300,000.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals for a 3111CRM Software Solution for the Customer Service and Public Affairs Department; and WHEREAS, the City Manager, or a designated employee, has received, 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 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 7446 Verint Americas Inc., dba $1,300,000.00 Verint Systems Inc. SECTION 2. That 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 suras contained in the Proposal Invitations, Proposals, and related documents. SECTION 3. That should the City and person submitting approved and accepted items wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager, or their designated representative, is hereby authorized to execute the written contract which shall be attached hereto; 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, hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their 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 bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by a C � oql i'3 e'_G 4c and seconded by f-'� 15 on 1YMAQ o' c This ordinance was passed and approved by the following vote 1 -7 - _QJ: Aye Mayor Gerard Hudspeth: ✓ Vicki Byrd, District 1: ✓ Brian Beck, District 2: J Jesse Davis, District 3: Alison Maguire, District 4:^ Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place 6: -s/� PASSED AND APPROVED this the 9 r2k) Nay Abstain Absent day of t0 q eM b 2G , 2021. 000"'/ GERARD HUDSPETH, MAYOR ATTEST: ROSA RIOS, CITY SECRETARY J BY:, APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY Digitally signed by Marcella Lunn DN: cn=Marcella Lunn, o, f ou-City of Denton, BY: emai=marcella.lunn@cityofdent �..�x Date: 2021.10.15 16:59:10 -05'00' DocuSign Envelope ID: 28B5A08E-C19D-4A67-AEA1-663C9EE40068 I V CITY OF JUMM DENTON Docusign City Council Transmittal Coversheet RFP 7446 File Name 311/CRM SERVICES Purchasing Contact Cor; Power City Council Target Date NOVEMBER 9, 2021 Piggy Back Option Yes Contract Expiration NOVEMBER 9, 2026 Ordinance 21-2303 DocuSign Envelope ID: 28B5AO8E-C19D-4A67-AEA1-B63C9EE40068 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND VERINT AMERICAS INC., DBA VERINT SYSTEMS INC. (CONTRACT 7446) THIS CONTRACT is made and entered into this date NOVEMBER 9 , 2021 by and between Verint Americas Inc., dba Verint Systems Inc., a Delaware corporation, whose address is 800 North Point Parkway, Alpharetta., GA 30005, hereinafter referred to as "Contractor" or "Verint", and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City" or "Customer", 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 Contractor shall provide products and/or services in accordance with the City's document RFP 7446 - 311/CRM Services, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) Special Terms and Conditions (Exhibit "A"); (b) Contractor's Proposal to include the Contractor Order Document(s), RFP 7446 Response to include the Executive Summary, Project Plan Proposal, Proposal Questionnaire and Safety Record Questionnaire (Exhibit "F"), Contractor's Questions and Responses dated May 28, 2021, June 16, 2021, and June 25, 2021, information from Contractor's Demo Interview Presentations and Supporting Response Documents (Exhibit "B" on File at the Office of the Purchasing Agent) that are associated with the Offerings in the Order Document(s); (c) Verint Master SaaS Agreement (Exhibit "C"); (d) City of Denton's RFP 7446 Solicitation Documents and RFP Solicitation Questions and Responses (Exhibit "B" on File at the Office of the Purchasing Agent); (e) Insurance Requirements (Exhibit "D"); (f) Certificate of Interested Parties Electronic Filing (Exhibit "E"); (g) Form CIQ -- Conflict of Interest Questionnaire (Exhibit "G"). These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisions of the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as "Contract Documents." Prohibition on Contracts with Companies Boycotting Israel Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed Contract # 7446 DocuSign Envelope ID: 28B5A08E-C19D-4A67-AEA1-B63C9EE40068 to those terms in Section 808.001 of the Texas Government Code. By signing this agreementt. Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (l) does not boycott Israel, and (2) will not boycott Israel during the term of the agreement Failure to meet or maintain the requirements under this provision will be considered a material breach. Prohibition on Contracts with Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By signing this agreement, Contractor certifies that Contractor's signatureprovides written verification to the City that Contractor, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written. CONTRACTOR Doc uSigned by: W BY: 6-i,g AU -SIGNATURE Printed Name: Bill sh ri ver Title:VP Fin Planning & Ops 770-689-2870 PHONE NUMBER Bill.Shriver@verint.com EMAIL ADDRESS 2021-762949 TEXAS ETHICS COMMISSION 1295 CERTIFICATE NUMBER CITY OF DENTON, TEXAS Dacu$4ned by: BY: " He" -44 SA 'f?MW-- INTERIM CITY MANAGER ATTEST: ROSA RIOS, CITY SECRETARY 00CU$1gned by: BY: lis Kbs APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY BY: [D-uSigned by: tar'(�,([.a. 4iA70831 B4AA438 Le; Christopher Goolsbee THIS AGREEMENT HAS BEEN 10/12/2021 BOTH REVIEWED AND APPROVED as to financial and operational obligations and business terms. DocuSigmad by: e" A S 'STMXTME Ryan Adams PRINTED NAME Contract # 7446 Director of Customer service and PubliC Affairs TITLE DEPARTMENT DocuSign Envelope ID: 28B5A08E-C1904A67-AEA1-B63C9EE40068 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $1,300,000. Pricing shall be per Exhibit F attached. 2. The Quantities The quantities indicated on Exhibit F are estimates based upon the best available information. The City reserves the right to increase or decrease the quantities to meet its actual needs without any adjustments in the bid price. Individual purchase orders will be issued on an as needed basis. 3. Contract Terms The contract term will be three (3) year (Initial Term), effective from date of award. The City and the Supplier shall have the option to renew this contract for an additional two (2) one-year periods. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. The Supplier's request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 4. Price Escalation and De-escalation On Supplier's request in the form stated herein, the City will implement an escalation/de- escalation price adjustment annually based on these special terms. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not exceed +/- 8% for any individual year. The escalation will be determined annually at the renewal date. The price will be increased or decreased based upon the annual percentage change in the FPI or the percentage change in the manufacturer's price list. Should the PPI or manufacturer price list change exceed a minimum threshold value of +/-I%, then the stated eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 8% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted for consideration. Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. If no request is made, then it will be assumed that the current contract price will be in effect. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time, and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of properly submitted request. If a properly submitted increase is rejected, the Contractor may request cancellation of such items from the Contract by giving the City of Denton written notice. Cancellation will not go into effect for 15 calendar days after a determination has been issued. DocuSign Envelope ID: 28B6AO8E-C19D-4A67-AEAt-B63C9EE40068 Pre -price increase prices must be honored on orders dated up to the official date of the City of Denton approval and/or cancellation. The request can be sent by email to: purchasing@cityofdenton.com noting the solicitation number. The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. 5. Performance Liquidated Damages Intentionally Deleted. 6. No Excess Obligations In the event the Contract spans multiple fiscal years, the City's continuing performance after the Initial Term under the Contract is contingent upon the appropriation of funds to fulfill the requirements of the Contract by the City Council of the City of Denton. If the City Council of the City of Denton fails to appropriate or allot the necessary funds, City shall issue written notice to Contractor that City may terminate the Contract without penalty, further duty, or obligation. 7. Limitations The City is subject to constitutional and statutory limitations on its ability to enter into certain terms and conditions of the Agreement, which may include those terms and conditions relating to: liens on City property; disclaimers and limitations of warranties; disclaimers and limitation of liability for damages; waivers, disclaimers, and limitation on litigation or settlement to another party; liability for acts or omissions of third parties; payment of attorney's fees; dispute resolution; and indemnities. Terms and conditions relating to these limitations will not be binding as stated by the Constitution and the laws of the State of Texas. 8. Gratuities The City may, by written notice to the Contractor, cancel the Contract without liability if it is determined by the City that gratuities were offered or given by the Contractor or any agent or representative of the Contractor to any officer or employee of the City of Denton with a view toward securing the Contract or securing favorable treatment with respect to the awarding or amending or the making of any determinations with respect to the performing of such contract. In the event the Contract is canceled by the City pursuant to this provision, the City shall be entitled, in addition to any other rights and remedies, to recover or withhold the amount of the cost incurred by the Contractor in providing such gratuities. 9. Prohibition against Personal Interest in Contracts No officer, employee, independent consultant, or elected official of the City who is involved in the development, evaluation, or decision-making process of the performance of any solicitation shall have a financial interest, direct or indirect, in the Contract resulting from that solicitation. Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City's Conflict of Interest Questionnaire. DocuSign Envelope ID: 28B5A08E-C19D-4A67-AEA1-B63C9EE40068 10. No Waiver of Sovereign Immunity The Parties expressly agree that no provision of the Contract is in any way intended to constitute a waiver by the City of Denton of any immunities from suit or from liability that the City of Denton may have by operation of law. 11. Records Retention The Contractor shall retain all financial records, supporting documents, statistical records, and any other records or books, excluding customer data, relating to the performances called for in the Contract. The Contractor shall retain all such records for a period of five (5) years after the expiration of the Contract, or until the CPA or State Auditor's Office is satisfied that all audit and litigation matters are -resolved, whichever period is longer. The Contractor shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. 12. Termination for No Cause After the first twelve (12) months of the Initial Term, the City shall have the right to terminate the Contract, in whole or in part, without cause any time upon 90 calendar days' prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of fiends Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. DocuSign Envelope ID: 2865A08E-C19D-4A67-AEA9-863C9EE40068 Exhibit C Verint Master SaaS Agreement DccuSign Envelope ID: 28B6A08E-C1 9D-4A67-AEA1 -B63C9EE40068 VERINT This Master SaaS Agreement ("Agreement') is entered into as of the date of last signature below ("Effective Date") between Verint Americas Inc. ("Verint"), a Delaware corporation with its principal place of business at 800 North Point Parkway, Alpharetta, Georgia, 30005, and its Affiliates, and City of Denton ("Customer"), a home rule municipal corporation with its principal place of business at 215 E McKinney St, Denton, TX 76201. For and in consideration of the representations and promises of the parties set forth herein, and other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: Agreement. This Agreement consists of this Signature Page, the following Schedules, and any Orders executed during the term of this Agreement: ® Schedule A Definitions ® Schedule B General Terms and Conditions ® Schedule C Service Levels ® Schedule D Information Security Schedule ® Schedule E Data Processing Schedule In addition to the terms defined elsewhere in this Agreement, capitalized terms shall have the meaning set forth in Schedule A entitled "Definitions". This Agreement constitutes the entire agreement and understanding of the parties relating to the subject matter hereof, superseding all prior or contemporaneous agreements, representations, promises and understandings, whether written, electronic, oral or otherwise. Each party acknowledges and agrees that by executing the terms and conditions specified in this Agreement, (1) it is not relying upon any other statements, representations, warranties, promises, assurances, or the like, (ii) no remedies are or will be available to a party with respect to the foregoing, and (iii) such remedies are unconditionally and irrevocably waived; provided, the foregoing shall not apply to any acts of fraud by a party. For the avoidance of doubt, in the event of any prior agreement(s) between the parties or its predecessor(s), where such agreement(s) covered the same subject matter as this Agreement, those prior agreements are hereby terminated, and any products licensed thereunder or services yet to be performed shall now be subject to the terms and conditions of this Agreement. By placing an Order with Verint, Customer agrees that the terms and conditions of this Agreement shall apply to and govern that Order. Except with respect to the identification of the specific products, services and pricing applicable to an Order, additional or conflicting terms in any Order shall have no force or effect on either party, unless that Order is signed by an authorized representative of each party or the terms are exchanged between the parties and attached to Customer's purchase order, and then those terms shall apply to the parties solely for that Order. Except as otherwise specified herein, any additional or conflicting terns contained in any other document (including, without limitation, any preprinted, additional or conflicting terms on any Customer purchase order, or acknowledgement from either party) shall be null, void and of no effect on either party. Notwithstanding the foregoing, this Agreement may be amended by an authorized representative of each party in a duly executed written amendment referencing this Agreement and expressing the intent of each party to amend these terms and conditions. IN WITNESS WHEREOF, Customer and Verint have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date. VERINT AMERICAS INC. DocuSFgned by Bill 5hriver NAME PRINTED VP Fin Planning & Ops TITLE 10/12/2021 DATE iOS Christopher Goolsbee C; 10/12/2021 CITY OF DENTON CUSTOMER DocuSWned by: NhmE5MN@w27o423... Sara Hensley NAME PRINTED INTERIM CM MANAGER TITLE 11/10/2021 DATE PAGE 1 OF 14 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION REV8APRIL2021 DocuSign Envelope ID: 2885A08E-C19D-4A67-AEA1-B63C9EE40068 SCHEDULE A DEFINITIONS This Schedule A is made a part of the Agreement signed by the parties on the Signature Page to which this Schedule A is attached. All capitalized terms shall have the meaning ascribed to them, including the following: 1 Access Term. The term, as further described in Section 2 of Schedule B, for which Verint has contractually agreed to provide Customer with access to the SaaS Services in accordance with an Order. 2 Affrrate. Any entity which now or in the future controls, is controlled by, or is under common control with the signatory to thb Agreement, with "control" defined as the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such person or entity, whether through the ownership of voting securities, by contract, or otherwise. With respect to (i) Customer, an Affiliate may not be a competitor of Verint, and (ii) Verint, an Affiliate is limited solely to those Verint entities indicating assent to the terms and conditions of this Agreement by accepting an Order from Customer hereunder or as otherwise expressly provided for in this Agreement. For each Order signed by or on behalf of an Affiliate, "Customer", °Verint" and "party" (each as applicable) as used herein shall mean for all purposes the Affiliate identified therein. 3 Billing Period. The billing period for which the SaaS Access Fees shall be calculated and invoiced to Customer in advance on a pro rata basis as follows: (1) annual billing pedod(s) for an Access Term for a SaaS Service, and (ii) for any add-on Order(s) for that SaaS Service, a proportionate period for the initial billing cycle to enable annual co -billing thereafter, 4 Confidential Information. Any non-public information, technical data, or know-how, including, without limitation, that which relates to: (i) research, product plans, products, pricing, services, customers, personnel, markets, software, software code, software documentation, developments, inventions, lists, trade secrets, data compilations, processes, designs, drawings, engineering, hardware configuration information, marketing or finances, which is designated in writing to be confidential or proprietary at the time of disclosure if provided in tangible form, or if provided in non -tangible form, shall be identified by the disclosing party at the time of disclosure as confidential or proprietary, (ii) with respect to Verint, information concerning the SaaS Services, Hosted Environment, Documentation and any Software provided hereunder and/or materials resulting from Professional Services, any derivatives thereto, the terms and conditions of this Agreement, and (iii) with respect to Customer, any Customer Data. Notwithstanding the foregoing, Confidential Information does not include information, technical data or know-how that is: (a) in the public domain or becomes available to the public and not as a result of the act or omission of the receiving party; (b) without restriction on disclosure, rightfully obtained by the receiving party from a third party or lawfully in the possession of the receiving party at the time of disclosure; or (c) approved for release by written authorization of the disclosing party. Verint acknowledges that the City of Denton must strictly comply with the Public Information Act, Chapter 552, Texas Government Code in responding to any request for public information related to this Agreement. This obligation supersedes any conflicting provisions of this Agreement. Any portions of such material claimed by Verint to be proprietary must be clearly marked as such. Determination of the public nature of the material is subject to the Texas Public Information Act, chapter 552, and Texas Government Code. 5 Customer Data. All data, including but not limited to Personal Data, either provided by Customer or entered on its behalf, in either case, through use of the SaaS Services, or collected or generated by the SaaS Services on behalf of Customer, and which remains in Verint's possession and control for further processing. B Customer Environment. The computing environment separately procured, prepared and maintained by Customer for the access and use of the SaaS Services, as further specified in Section 4.2 of Schedule B. 7 Designated Employees. A reasonable number of Customer Personnel (including Customer's system administrator), who have received training from Verint. Designated Employees may be changed by notice to Verint. a Documentation. Verint's documentation describing the specifications and use of the SaaS Services and any Software provided as updated from time to time. 9 Error. A failure of the SaaS Services to substantially conform to the Documentation, that Verint can replicate or Customer can duplicate. 14 Error Correction. Revisions, modifications, alterations, and additions to the SaaS Services, installed by Verint in the Hosted Environment as bug fixes or workarounds to resolve Errors. 11 Fees. The Professional Service Fees, SaaS Access Fees and/or other fees as specified in this Agreement or in an Order. 12 Hosted Environment. Verint or its third party's technical environment required to operate and provide access to the relevant SaaS Services, as further specified in Section 4.2 of Schedule B. 13 Intellectual Pr+ouertvRights. Anyand alltargibleand intangible righb,tltleand interest in and to: (i) works of authorship, including but not limited to copyrights, neighboring rights, moral rights, and mask works, and all derivative works thereof, (tt) trademarks and trade names, (iii) Confidential Information, trade secrets and know-how, (iv) patents, designs, algorithms and other industrial property, (v) all other intellectual and industrial property rights whether arising by operation of law, contract, license, or otherwise, and (vi) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter in force. 14 Order. The details of a Customer order (t) on an order form or schedule provided by Verint and signed by Customer, (ii) on Customer's purchase order provided to and accepted by Verint, or (iii) placed on Customer's behalf by an authorized Verint reseller on and accepted by Verint, For the purposes of (iii), all terms and conditions of this Agreement shall apply as between Customer and Verint, except with respect to invoicing and payment terms, 15 Overage. Measured on a monthly basis, any actual usage of the SaaS Service which exceeds the SaaS Access Rights subscribed to by Customer under an Order or Orders applicable to the SaaS Service. 16 Personal Data. Any information relating to an identified or identifiable natural person (each a "Data Subject"); an identifiable natural person is one who can be identified, directly or indirectly, in particular by reference to an identifier such as a name, an identification number, location data, an online identifier or to one or more factors specific to the physical, physiological, genetic, mental, economic, cultural or social identity of that natural person which shall include information collected by the use of website cookies and IP addresses, and in the context of Verint's obligations under this Agreement, shall mean the Personal Data that remains in Verint's possession and control for further Processing in accordance with, and as further described in, this Agreement. 17 Personnel. With respect to Customer, each of Customer's and/or Customer's Affiliate's employees and independent contractor (in each case, not a competitor of Verint) under obligations (a) of confidentiality and nondisclosure, and (b) to protect Verint Intellectual Property, and any other individuals with access to components of the SaaS Service designated for external use, which Customer authorizes to use the SaaS Services purchased and/or the SaaS Access Rights procured hereunder; with respect to Verint, each Verint employee or subcontractor under obligations of confidentiality and nondisclosure which performs on behalf of Verint hereunder. For the avoidance of doubt, each party shall be responsible for its Personnel's compliance with this Agreement. PAGE 2 OF 14 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION REV8APRIL2021 DocuSign Envelope ID: 28B5A08E-C19D-4A67-AEA1-B63C9EE40068 18 Privacy Laws. Laws, as applicable to Personal Data in the context and jurisdiction of the Processing, concerning the regulation of the collection, retention, processing, data security, disclosure, trams -border data flows, use of web -site cookies, email communications, use of IP addresses and meta -data collection. 19 Process(fna)(ed1. Any operation or set of operations that is performed upon Personal Data, whether or not by automatic means, such as access, collection, recording, organization, storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, blocking, return or destruction, as described in this Agreement. 20 Professional Services. Configuration, consulting, training and/or other professional services specified in an Order. 21 Professional Service Fees. In US Dollars, the fees identified on each Order on a fixed fee or time and material basis for Professional Services to be performed. 22 SaaS Access Fees. In US dollars, the fees due to Verint, as further specified in the Order, for use of the SaaS Services to the extent of the SaaS Access Rights, and fees for any Overage calculated at a monthly pro rata amount plus a twenty-five percent (25%) uplift; provided, within thirty (30) days of Verint reporting such Overage to Customer, Customer may instead place an add-on Order for additional SaaS Access Rights equal to at least the highest monthly Overage quantity reported, where the Access Term for that Order starts on the first day of the first Overage month, and continues for the remainder of the Access Term, 23 SaaS Access Rights. The type and quantity of SaaS access rights granted to Customer on an Order(s) for use during the applicable Access Term. 24 SaaS Services. The online services offered by Verint as more fully described in the Documentation, and all SaaS Access Rights, each as specified on an Order. 25 Service Levels. The service level commitments from Verint with respect to the maintenance and support of the Hosted Environment and SaaS Services. 25.1 Scheduled Downtime. Any downtime scheduled to perform system maintenance, backup and upgrade functions for the Hosted Environment, and any other downtime incurred as a result of a Customer request. 25.2 Total Time. The total number of minutes in the applicable month. 25.3 Unscheduled Downtime. Any time outside of the Scheduled Downtime when the Hosted Environment is not available to perform operations. Unscheduled Downtime is measured in minutes. 25.4 Uptime Percentage. Total Time minus Unscheduled Downtime, divided by Total Time. 26 Signature Page The cover page of this Agreement specifying the Schedules expressly incorporated into the Agreement, the general terms of the Agreement, and containing the signature of each party's authorized representative manifesting assent to the terms and conditions of this Agreement. 27 Software. Computer application programs (including, if applicable, any Updates and other developments provided to Customer hereunder) in object code form developed and owned by Verint or its licensor(s) and licensed for use hereunder. 28 Uodates. Periodic improvements or additions to the SaaS Services, including Error Corrections and other changes to the SaaS Services, that may be provided hereunder, but excluding any new feature or substantial additional functionality available for the SaaS Service, which, in Verint's sole discretion, is subject to additional fees. 29 Verint Intellectual Property. All Intellectual Properly Rights in the SaaS Services, Software, Documentation, Hosted Environment and all other Confidential Information provided by Verint hereunder. PAGE 3 OF 14 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION DocuSign Envelope IQ: 28135ANE-C19Q-4A67-AEA1-B63C9EE40068 SCHEDULE B GENERAL TERMS AND CONDITIONS This Schedule B is made a part of the Agreement signed by the parties on the Signature Page to which this Schedule B is attached. The following general terms and conditions shall apply to this Agreement: 1 ACCESS RIGHTS. 3.2 Order Acceptance. All Orders are subject to Verint's acceptant 1.1 Access Use Rights. During the Access Term, and solely for Customer's internal business use (which may include external use of designated components by Customer's customers), Verint grants to Customer a non- exclusive, non -transferable, non -assignable, personal right to use the SaaS Services specified in an Order through Internet access, up to the extent of the SaaS Access Rights specified in that Order, plus any Overage. With respect to the Documentation applicable to the SaaS Services, Customer may make a reasonable number of copies of the Documentation solely as needed for Customer's internal business purposes. With regards to the on -premise components and related Documentation, Verint grants to Customer, and Customer accepts, a nonexclusive, nonassignable, and nontransferable limited license during the Access Term to use the applicable on -premise components and related Documentation solely in conjunction with the SaaS Services for Customer's internal business purposes, and subject to the terms and conditions of this Agreement. 1.2 Restrictions, Customer acknowledges and agrees that the use rights provided hereunder do not grant any rights not explicitly expressed. All other such rights and interests in Verint Intellectual Property (including any derivatives thereto) are expressly reserved, owned by and remain vested in Verint and its third party vendor(s), and except for the limited use rights granted hereunder, Customer shall not assert any right, title, or interest in or to any Verint Intellectual Property, or portion thereof. Without limiting the foregoing, Customer acknowledges and agrees that no rights or any other interests are provided to Customer with respect to: (I) rights in or to the Hosted Environment, or SaaS Services, beyond those rights specified herein, (ii) rights to provide access or use of the Hosted Environment, SaaS Services and on -premise components to any other party, including, without limitation, any uses in the nature of a service bureau or application services provider, (iii) rights to obtain possession of copies of any component of the Hosted Environment or any software used to provide or perform the SaaS Service except with respect to on -premise component(s), and then only as expressly provided for in Section 1.1, or (iv) representations, warranties or other third party beneficiary rights from any Verint vendor. 2 AGREEMENT TERM; ACCESS TERM. This Agreement shall commence on the Effective Date and shall continue unless earlier terminated as provided in Section 13. Unless otherwise specified on the Order, an Access Term shall commence upon the effective date of the applicable Order and shall continue for three (3) years thereafter. Customer and Verint shall have the option to renew this contract for an additional two (2) one-year periods. In the event Customer places additional Orders for the same SaaS Service, Verint may adjust the duration of the additional Access Terms to co -terminate with the Access Terms for that SaaS Service. Each Access Term is non -cancelable, and upon expiration shall automatically renew for additional annual terms at Verint's then current rates, unless either party provides the other with no less than sixty (60) days prior written notice of its intent to not renew. 3 ORDERS. 3.1 Order Submittal. Customer and its Affiliate(s) may submit Orders to Verint, which may be sent via mail, telefax, email attachment, electronic procurement systems, and other means as the parties may decide from time to time. Each Order provided by Customer to Verint must reference the name and Effective Date of this Agreement, and contain information required by Verint, including, without limitation, as applicable: (i) the Verint quote number, (ii) the SaaS Services and quantity and types of SaaS Access Rights, (iii) any Professional Services to be provided, (iv) the billing address, (v) Customer contact names and phone numbers, and (vi) all applicable Fees. Customer and an Affiliate who submits an Order shall both be bound by this Agreement in relation to that Order and shall be jointly and severally liable to Verint for any breach of this Agreement by an Affiliate. Customer shall provide any Affiliate who submits an Order hereunder with a copy of this Agreement (although failure to provide such copy shall not limit or in any way affect Customer's or its Affiliate's obligations or liability hereunder). e, and to the terms and conditions of this Agreement. For each Order in accordance with this Section, Verint shall acknowledge acceptance of the Order by issuing an invoice in accordance with Section 8. Notwithstanding the foregoing, Verint shall have no obligation to deliver any SaaS Services, SaaS Access Rights, and shall otherwise have the right to withhold performance under this Agreement, if Customer is in arrears on any payments rightfully due to Verint or is otherwise in breach of this Agreement. 4 VERINT RESPONSIBILITIES. 4.1 Procedures and Technical Protocols. Verint will specify to Customer procedures according to which Customer may establish and obtain access to and use the features and functions of the SaaS Services, including, without limitation, provision of any access codes, passwords, technical specifications, connectivity standards or protocols, or any other relevant procedures, 4.2 SaaS Services. Verint will bear responsibility, at its own cost and expense, for the procurement, preparation, hosting, operation and maintenance of the Hosted Environment, including all facilities, hardware, software, telecommunication services, and all other technical requirements necessary to provide access to and use of the SaaS Services; provided Customer will be responsible for procuring and/or operating the Customer Environment, including computer systems, software and telecommunications services meeting such minimum technical requirements and, unless otherwise specified on an Order, for the installation and configuration of the on -premise components in that Customer Environment, each as Verint may specify in the Documentation. 4.3 Support. 4.3.1 Support and Updates. As part of the SaaS Services, Verint shall, either directly, or through its applicable third party vendor(s), provide support for the Hosted Environment and SaaS Services. In addition to establishing and maintaining the Hosted Environment, Verint shall maintain the components of the Hosted Environment with all current Updates that Verint deems necessary for the SaaS Services, Verint shall use commercially reasonable efforts to implement any required Error Corrections. Access to the SaaS Services and maintenance of the Hosted Environment shall be in accordance with the Service Levels specified in Schedule C, and Customer shall, in accordance with the tears of Schedule C, have access to support through Verint's standard telephone, email and web support services. 4.3.2 Backup and Recovery of Data. As a part of the SaaS Services, Verint shall maintain a backup of all Customer Data that Verint is required to retain as a part of the SaaS Services. In the event the Customer Data becomes destroyed or corrupt, Verint shall use commercially reasonable efforts to restore all available data from backup, and remediate and recover such corrupt data. 4.4 Securily. Verint shall, either directly, or through its third party service provider, implement and maintain the information security and data protection requirements described in Schedule D, to guard against unauthorized access to the Customer Data while it is retained within the Hosted Environment. Verint reviews its security precautions on a regular basis and modifies them as required by legal, regulatory, and other requirements. 5 CUSTOMER DATA. 5,1 Ownership, Use and Disclosure, Verint acknowledges it receives no ownership or, except to the extent specified herein, other rights in any Customer Data, and all rights, title and interest in such Customer Data remain with Customer. Verint shall not, and shall net permit its Personnel to use or disclose Customer Data, unless authorized by the terns and conditions of this Agreement, by the Customer in writing, or if Verint is required to do so by law or court order. Customer agrees that Verint may: (a) use and disclose in aggregate, anonymous and de -identified form, information derived from Customer Data where the resulting information does not in any way identify or allow the identification of Customer or any Personal Data, andlor (b) access, use in accordance with the terms and conditions of this Agreement, but not otherwise use or disclose, Customer Data for Verint's internal business purposes, including for purposes of planning, support, administration and invoicing related to PAGE 4 OF 14 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION DocuSign Envelope ID: 28B5Ao8E-C19D-4A67-AEA1-B63C9EE40068 Customer's use of the SaaS Services, and improving or creating enhancements to or new offerings related to the SaaS Services. 5.2 Customer Obligations. Customer agrees that Customer is solely responsible for. (1) obtaining any Customer Data and other information Customer provides while using the SaaS Services, (it) obtaining all rights and consents necessary to collect, retain, use and/or disclose the Customer Data, (iii) ensuring the Processing, collection, retention and other processing of Personal Data in connection with the use and delivery of the SaaS Services does not violate the rights of Data Subjects or the Privacy Laws, and (iv) the accuracy, completeness, quality, integrity, legality, reliability, appropriateness and copyright of all Customer Data. By providing any Customer Data or other information, Customer represents and warrants that such information does not (x) violate any intellectual property rights, publicity rights, confidentiality or trade secret rights, or any other legal or equitable rights; (y) violate any law, rule, order, judgment or regulation to which Customer or the Customer Data may be subject; and (z) violate in any way Customer's obligations in Section 6.2 below. Customer acknowledges and agrees that Verint is not responsible or liable for any unlawful, harassing, defamatory, privacy invasive, abusive, threatening, offensive, harmful, vulgar, obscene, tortuous, hateful, racially, ethnically or otherwise objectionable information, or content, or information or content that infringes or may infringe any copyright, patent, moral right, trade secret, confidential information, trademark right or any other right of a third party. Verint may remove any violating content posted on the SaaS Services or transmitted through the SaaS Services, without notice to Customer, 5.3 Privacy Laws. In addition to all other obligations in this Agreement with respect to Customer Data, each party agrees to comply with its obligations under Privacy Laws, and in the context of any Processing of Personal Data through the provision of the SaaS Services, support andior Professional Services, the parties shall comply with Schedule E. Customer hereby consents to Verint, its Affiliates, and Personnel of each, Processing Personal Data in relation to Customer's Personnel and contacting the same for legitimate purposes, including without limitation, the administrative functions connected with Orders and invoices, its contractual rights and obligations under this Agreement, the provision of the SaaS Services, support and/or Professional Services. Customer understands and acknowledges that in connection with the Processing of Personal Data pursuant to this Agreement, Verint may share Personal Data with its Affiliates, and its Personnel, and Verint and/or its Affiliates may Process such Personal Data in any jurisdiction in which Verint or its Affiliates or subcontractors maintain facilities. 6 CUSTOMER RESPONSIBILITIES. 6.1 Passwords. All access codes and passwords are personal to the individual to which it is issued. Customer and its Personnel are responsible for maintaining the confidentiality and security of all access codes and passwords issued, and ensuring that each access code and password is only used by the individual authorized, To the extent Verint assigned Customer with administrative rights to create access codes and passwords for its Personnel, Customer shall be responsible for issuing such passwords. 6.2 Use of SaaS Services. Customer shall be so]* responsible for the actions of its Personnel while using the SaaS Services and the contents of its transmissions through the SaaS Services (including, without limitation, Customer Data), and any resulting charges. Customer agrees to: (i) abide by all local, state, national, and intemational laws and regulations applicable to Customer's use of the SaaS Services, including without limitation all laws and administrative regulations (including, all U.S. and applicable foreign) relating to the control of exports of commodities and technical andlor Personal Data, and shall not allow any of its Personnel or Data Subjects to access or use the SaaS Service in violation of any export embargo, prohibition or restriction, including but not limited to any party on a U.S. government restricted party list; (ii) provide any required notifications to Data Subjects, and obtain all rights and requisite consents from Data Subjects in accordance with all applicable Privacy Laws and other laws in relation to the collection, use, disclosure, creation and processing of Personal Data in connection with this Agreement and the use and delivery of the SaaS Services; (iii) not use the SaaS Services for illegal purposes; (iv) not knowingly upload or distribute in any way lies that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of the Hosted Environment, SaaS Services or another's computer; (v) not knowingly interfere with another customer's use and enjoyment of the SaaS Services or another entity's use and enjoyment of similar services; (A) not knowingly engage in contests, chain letters or post or transmit "junk mail," "spam," "chain letters," or unsolicited mass distribution of email through or in any way using the SaaS Services; (vil) not interfere or disrupt networks connected to the Hosted Environment or SaaS Services; (viif) not post, promote or transmit through the SaaS Services any unlawful, harassing, defamatory, privacy invasive, abusive, threatening, offensive, harmful, vulgar, obscene, tortuous, hateful, racially, ethnically or otherwise objectionable information or content of any kind or nature; and (ix) not transmit or post any material that encourages conduct that could constitute a criminal offense or give rise to civil liability. 6.3 SaaS Services Restrictions. Except as otherwise specified in this Agreement, expressly permitted in writing by Verint, or otherwise cannot be precluded under mandatory applicable law, Customer shall not, and shall not permit any other party to: a. Disassemble, decompile, decrypt, or reverse engineer, or in any way attempt to discover or reproduce source code for, any part of the SaaS Services or on -premise components; adapt, modify, or prepare derivative works based on any of the Verint Intellectual Property; or use any of the VeNrA Intellectual Property to create any computer program or other material that performs, replicates, or utilizes the same or substantially similar functions as the SaaS Service; b. Alter, remove, or suppress any oopydght, confidentiality, or other proprietary notices, marks or any legends placed on, embedded or otherwise appearing in or on any Verint Intellectual Property; or fail to ensure that all such notices and legends appear on all full or partial copies of Verint Intellectual Property or any related material; C. Sell, sublicense, lease, assign, delegate, transfer, distribute, encumber or otherwise transform any Verint Intellectual Property or any of the rights or obligations granted to or imposed on Customer hereunder. 7 PROFESSIONAL SERVICES. 7.1 Professional Services. Any Professional Services provided hereunder are subject to Customer's performance of its obligations herein, and in accordance with a mutually agreeable implementation plan. Customer shall provide all necessary information, access, workspace, computing resources, and other services and support materials as reasonably required by Verint to perform its duties in a timely manner, including, without limitation, establishing the Customer Environment. Any development (other than Updates) will only be by written agreement, Verint shall at all times own all Intellectual Property Rights in and to any such development, and such development shall become part of the SaaS Services for the purposes of this Agreement, All Professional Services provided on a time and material basis are per person unless otherwise specified, and charged hourly or daily as indicated for each person. 7.2 Scheduling Professional Services. Customer shall request scheduling for Professional Services ordered hereunder with reasonable notice. Verint shall use reasonable efforts to meet the requested time schedule; provided, all scheduling is dependent upon the allocation and availability of resources. In the event Customer reschedules or cancels scheduled Professional Services, Verint may, to the extent Verint cannot reschedule its applicable resources, charge to Customer a rescheduling or cancellation fee. 8 FEES AND PAYMENTS. 8.1 Fees and Expenses. Upon Verint's receipt and acceptance of an Order, Verint shall invoice Customer one hundred percent (100%a) of the Fees for the initial Billing Period, and any faced fee Professional Service Fees applicable to such Order. Vednt may invoice Customer in advance for each subsequent Billing Period, including with respect to any renewal Access Terms, Overages in arrears on a quarterly basis, and for all other fees, assessments and expenses provided for under this Agreement as performed andlor incurred. Customer shall pay all Fees and other amounts due to Verint hereunder within thirty (30) days of receipt of Vennt's invoice and without deductions, except with respect to any amount disputed in good faith where prior notice is provided to Verint detailing the amount and reason for the dispute. The parties will immediately negotiate in good faith to resolve any dispute. 8.2 Late Payment: Non -Payment; Collections. Time is of the essence in all payment terms. Any amounts not paid to Verint when due shall bear interest at the rate of eighteen percent (18%) per annum, or the maximum legal rate if less, commencing with the payment due date. Customer shall reimburse Verint for all costs of collection, including reasonable attorneys' fees, This Section is PAGE 5 OF 14 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION DocuSign Envelope ID: 28135A08E-C19D-4A67-AEA1-B63C9EE40068 without prejudice to any other rights and remedies available to Verint under this Agreement or at law. 8.3 Taxes, Assessments and Other Charges. Customer is exempt from federal excise taxes, state taxes, and city sales tax and Customer shall fumish a tax exemption certificate upon request. 9 WARRANTIES' DISCLAIMER. 9.1 Limited Performance Warranty. Verint warrants to Customer that during any Access Term, the SaaS Services will perform substantially in accordance with the Documentation. Customer's exclusive remedy under this Section shall be for Verint to use commercially reasonable efforts to correct any Errors; provided, in the event Verint is unable to correct that nonconformity, Customer shall have the right to terminate the remaining Access Terre and receive a pro rata refund of any remaining prepaid SaaS Access Fees applicable to those SaaS Services, 9.3 DisclaimerofWarranties, THE LIMITED WARRANTY AND EXCLUSIVEREMEDYSEr FORTH IN SECTION 9.1 ARE MADE FOR THE BENEFIT OF CUSTOMER ONLY, AND ARE EXPRESSLY SUBJECT TO CUSTOMER'S PAYMENT OBLIGATIONS TO VERINT AND CUSTOMER'S OBLIGATIONS TO MAINTAIN ITS CUSTOMER ENVIRONMENT. VERINT MAKES NO AND DISCLAIMS ALL OTHER WARRANTIES, REPRESENTATIONS, OR CONDITIONS, WRITTEN OR ORAL, OR EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, INTEROPERABILITY, DATA ACCURACY, OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO ANY PRODUCT, SERVICES, SUPPORT, OR ANY COMPONENTS THEREOF. WITHOUT LIMITING THE FOREGOING, VERINT DOES NOT WARRANT THAT ALL ERRORS CAN BE CORRECTED, OR THAT OPERATION OF THE SAAS SERVICE SHALL BE UNINTERRUPTED OR ERROR -FREE. 10 LIMITATION OF LIABILITY. VERINT'S MAXIMUM LIABILITY ARISING OUT OF OR IN ANY WAY CONNECTED TO THIS AGREEMENT SHALL BE IN THE AGGREGATE AND LIMITED TO CUSTOMER'S DIRECT ACTUAL DAMAGES NOT TO EXCEED TWO TIMES ACTUAL FEES PAID TO VERINT HEREUNDER DURING THE TWELVE (12) MONTHS PRIOR TO WHEN THE CLAIM OR SERIES OF CLAIMS AROSE, REDUCED BY ANY AMOUNT DUE VERINT. IN NO EVENT SHALL VERINT, ANY PARENT, SUBSIDIARY, AFFILIATE OR LICENSOR, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, OR REPRESENTATIVES, BE LIABLE (1) TO ANY THIRD PARTY FOR DAMAGES OF ANY KIND OR NATURE OR 1N ANY MANNER WHATSOEVER, OR (11) TO CUSTOMER FOR ANY CONSEQUENTIAL, INDIRECT, EXEMPLARY, INCIDENTAL, OR SPECIAL DAMAGES OR COSTS (INCLUDING ATTORNEYS' FEES OR LOST PROFITS, TIME, SAVINGS, PROPERTY, DATA OR GOODWILL) REGARDING THIS AGREEMENT OR RESULTING FROM OR IN CONNECTION WITH THE USE, MISUSE, OR INABILITY TO USE THE SAAS SERVICE, OR ANY OTHER PRODUCTS OR SERVICES, REGARDLESS OF THE CAUSE OF ACTION, EVEN IF VERINT HAS BEEN ADVISED OF THE POSSIBILITY THEREOF. WITHOUT LIMITING THE FOREGOING, IN NO EVENT SHALL VERINT BE LIABLE FOR PROCUREMENT COSTS OF SUBSTITUTE PRODUCTS OR SERVICES, THIS SECTION SHALL SURVIVE AND CONTINUE IN FULL FORCE AND EFFECT DESPITE ANY FAILURE OF ESSENTIAL PURPOSE, CONSIDERATION, OR OFAN EXCLUSIVE REMEDY. 11 CONFIDENTIALITY. The unauthorized disclosure or use of Confidential Information of a disclosing party or of a disclosing party's third party licensors, and all information and services related thereto, would cause great injury and harm to the owner thereof. Therefore, each party agrees to take all appropriate action to ensure the confidentiality and security of the other party's Confidential Information, but in any event no less than the same standard of care it uses to protect its own Confidential Information of like kind and value. Without limiting the generality of the foregoing, Customer and Verint each agree that it: (1) shall maintain the other's Confidential Information in the strictest confidence, including compliance with reasonable remote access security requirements; (ii) shall not disclose, display, publish, transmit, or otherwise make available such Confidential Information or take the benefit thereof, in whole or in part, except in confidence to its own Personnel on a need -to -know basis; and (iii) except as expressly permitted hereunder, shall not copy, duplicate, replicate, transform, or reproduce such Confidential Information. Notwithstanding anything to the contrary in this Section, neither party shall be liable to the other for damages resulting from disclosure of any Confidential Information required by law, regulation or valid court order, provided, to the extent legally permitted, prior written notice is provided to the other party sufficiently in advance of such required disclosure to allow the other party to respond and take reasonable and lawful action to avoid and/or minimize the degree of such disclosure or seek appropriate protective orders. 12 INDEMNIFICATION. 12.1 Verint Indemni Verint, at its sole expense, shall defend, indemnify and hold harmless Customer from any action based upon a claim that the SaaS Service used as permitted infringes any valid third -party U.S. patent, copyright, trade secret, or other proprietary right, and shall reimburse Customer for all damages, costs, and expenses (including reasonable attorneys' fees) awarded against Customer pursuant to any such actions. If the SaaS Service becomes, or in Verint's opinion is likely to become, subject of such a claim of infringement, Verint shall be entitled, at Verint's sole option, to either procure the right for Customer to continue to use the SaaS Service, or replace or modify it so that it becomes non -infringing. If neither of the foregoing is commercially and reasonably available to Verint, Verint may terminate the SaaS Service and refund to Customer a pro rata refund of any remaining prepaid SaaS Access Fees applicable to those SaaS Services. Verint shall have no obligation or liability hereunder for any claim resulting from: (I) modification of the SaaS Service (a) by any party other than Verint, or (b) by Verint in accordance with Customer's designs, specifications, or instructions; (ii) use of the SaaS Service other than as granted in this Agreement; or (iii) use of the SaaS Service in conjunction with other products or services not provided by Verint or necessary for the operation of the SaaS Service, where such infringement would not have occurred but for such use; or (iv) use of a version of the SaaS Service other than the then -current version where Customer has requested the prior version remain in use. 12.2 Customer Indemnity, Intentionally Deleted. 12.3 Conditions. Each party's indemnification obligations hereunder are contingent upon the indemnified party providing the indemnifying party with (i) prompt written notice of the claim, (ii) an opportunity for complete control of the defense of and the right to settle such claim, and (iii) all available information, assistance, authority, and cooperation to enable the defense or settlement of such claim. This Section sets forth the exclusive remedy of the indemnified party against the indemnifying party, and the complete liability of indemnifying party with respect to any action or claim indemnified hereunder. 13 TERMINATION. 13.1 Service Suspension. In the event Customer (i) fails to pay Verint any undisputed past due amounts after Verint has sent a secondary payment notice, or (ii) is in breach of Section 6,2, Verint shall have the right to immediately suspend without notice any or all related SaaS Services provided to Customer hereunder. 13.2 Agreement Termination. This Agreement may be terminated as follows: a. By Verint immediately if Customer breaches Sections 6.2, 6_3 or 11; or b. By either party for material breach hereof which has not been cured within thirty (30) days after written notice of such breach; or C. By either party at any time if the other party makes an assignment for the benefit of creditors, or commences ar has commenced against it any proceeding in bankruptcy or insolvency. 13.3 Effects of Termination. a. Termination of Agreement. Upon termination of this Agreement, and except to the extent specified herein, (i) all fees due to Verint for the current Access Term and any other amounts due Verint shall be immediately paid, and (ii) all Customer rights to access and use any of the SaaS Services and to have any on -premise components installed shall immediately terminate without right of refund, and Customer shall delete, or if requested by Verint, return all Verint Intellectual Property in its possession. b. Customer Data. Within sixty (60) days of termination of this Agreement or non -renewal of the relevant SaaS Service (the "Return Period") and subject to Customer's compliance with Section 13.3(a)(i), Customer may request in writing that Verint either delete or return available Customer Data with respect to the terminated SaaS Service(s). At the expiry of the Return Period, 9 Customer has not elected either of the foregoing Verint may delete and destroy all such Customer Data without notice or liability to Customer. Where Customer requests Verint return available Customer Data, Verint may fulfil this request by making available functionality that enables Customer to retrieve the Customer Data PAGE 6 OF 14 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION DecuSign Envelope 1D: 28B5AO8E-C19D-4A67-AEA1-B63C9EE40068 without additional Processing by Verint. If Customer declines to use this functionality, Customer may, within the Return Period, request that Verint return the available Customer Data under an Order for the applicable Professional Services. Verint agrees to provide such Professional Services at its then current rates, provided that in the event this Agreement is terminated for Customer's breach, Verint shall have the right to require that Customer prepay for such Professional Services. Verint shall provide written confirmation to Customer that it has fully complied with this Section 13.3f b) within thirty (30) days of Customer's request for such confirmation, C. Survival. Provisions herein which by their context and content are Intended to survive termination or expiration hereof shall so survive, including the Signature Page. Schedule A Sections 1,2, 5, 6 8, L2, LO, 11 L2, 13.3. 14, and 15 of Schedule B, Schedule D, and Schedule E. 14 GOVERNING LAW. 14.1 Governing Law. This Agreement shall be governed by and construed in accordance with the substantive lags of the State of Texas , without regard to its conflicts of law principles, and shall be subject to the exclusive jurisdiction of the courts in Denton, Texas. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods shall not apply in any respect to this Agreement or the parties. 14.2 Remedies. Customer acknowledges that each provision providing for ownership and/or protection of Verint Intellectual Property is material to this Agreement, and that any threatened or actual breach thereof shall constitute immediate, irreparable harm to Verint. If Customer breaches or threatens to breach any such provision, in addition to any other remedies Verint may have, Verint shall be entitled to seek injunctive, equitable, or other equivalent relief against such breach directly from any court of competent jurisdiction without the requirement to post bond or other security. Customer agrees to cooperate with Verint, and to obtain all required consents, in the event a third party seeks to compel Verint to disclose Customer Data through any legal process, To the extent legally permitted, Verint shall provide Customer with advance notice to allow Customer to take reasonable and lawful action to minimize the degree of such disclosure or to seek appropriate protective orders. Verint shall be entitled to charge Customer for all costs and expenses (including reasonable attorney fees) incurred complying with or defending against such legal process, and on a time and material basis for any work performed to produce such Customer Data. Notwithstanding any other terms in this Agreement, Verint shall not be liable to any person for any damages or losses resulting from any disclosure of Customer Data under such legal process. 15 GENERAL PROVISIONS. 15.1 Consent. Wherever in this Agreement consensus, approval, acceptance, or other consent is required, such consent shall not be unreasonably withheld, conditioned, or delayed; however, it shall not be considered unreasonable for Verint to withhold its consent if such consent could jeopardize the confidentiality of or Verint's property interests in and to Verint Intellectual Property or other business interests of Verint. 15.2 Assignment. Neither this Agreement nor any rights granted hereunder may be sold, leased, assigned, or otherwise transferred, in whole or in part, by Customer; and any such attempted assignment shall be void and of no effect without the advance written consent of Verint. Notwithstanding the foregoing, (a) such consent shall not be required if Customer assigns this Agreement to an Affiliate or in connection with a merger, or sale of all its stock or all or substantially all of its assets; provided, (i) the Affiliate or surviving entity is not a direct competitor of Verint, (ii) any such assignee has the financial and other abilities required to perform Customer's obligations and agrees to be bound in writing to Customer's obligations under this Agreement, and (iii) at the time of assignment, Customer is not in breach of this Agreement, and (b) Verint may assign this Agreement or any Order issued hereunder to any Verint Affiliate, with written notification to Customer. In no event shall this Agreement, or any rights or privileges hereunder, be an asset of Customer under any bankruptcy, insolvency, or reorganization proceedings, or in any other manner whatsoever; however, this Agreement shall be binding upon and inure to the benefit of the parties, their legal representatives, and permitted transferees, successors, and assigns. 15.3 Counterparts, Fax Signatures. This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which together shall be deemed for a[] purposes to constitute one and the same instrument. The parties hereby agree that hardcopy signatures transmitted and received via facsimile or other electronic means shall be treated as original signatures for all purposes of this Agreement. Notwithstanding the foregoing, electronic mail without attachment evidencing the sending party's authorized signature shall not constitute a writing for the purpose of binding that party or amending this Agreement. 15.4 Force Majeure. Except for obligations of confidentiality, payment, and compliance with laws, neither party shall be liable for any delay or failure in performing hereunder if caused by any factor beyond the reasonable control of the party, including farce of nature, war, riot, civil action, terrorism, labor dispute, malicious acts or denial of service by a third party, or failure of telecommunication systems or utilities. Performance shall be deferred until such cause of delay is removed, provided that the delayed party notified the other party within 5 days after having actual knowledge of any such occurrence. 15.5 Notices. All notices or other communications required hereunder shall be made in writing and shall be deemed to be effectively given: (1) if made available to Customer's Personnel by Verint posting such notice to the SaaS Service, and If emailed, the first business day after sending the notice (provided email shall not be sufficient for notices of termination, alleged breach or an indemnifiable claim); or (ii) if hand delivered, when received, and iF mailed for overnight delivery, when delivery by the overnight carrier is made, in each instance at the applicable address set forth on the Signature Page. Such addresses may be updated by a party from time to time by providing notice to the other party in accordance with the terms of this Section. Each party may change its notices address by giving notice in the manner set forth herein. 15.6 Severability; Waiver. If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect, and the parties agree to negotiate in good faith an amendment to replace such invalid or unenforceable provision to cause them to be valid and enforceable; provided, if the parties are unable to agree on such amending terms, a court of competent jurisdiction or arbitrator (as applicable) shall so amend and restate such provision in fight of the parties' apparent original intent. The invalidity or unenforceability of any provision shall not constitute a failure of consideration hereunder. Any failure or delay in exercising any right or remedy by either party shall not be deemed a waiver of any further, prior, or future right or remedy hereunder, 15.7 Miscellaneous. The official language of this Agreement is, and all attachments or amendments to this Agreement, contract interpretations, notices and dispute resolutions shall be in English. Translations of this Agreement shall not be construed as official or original versions. Headings are for convenience only and do not define, interpret or limit the scope of any provision hereof. In all cases, the use of "includesling" shall mean "includesling without limitation". References to a particular section within a schedule or other document expressly attached to the Signature Page shall serve to reference the applicable section within that schedule or document, unless otherwise specified therein. Nothing in this Agreement shall make either party the agent of the other for any purposes whatsoever. No exclusive rights are granted by Verint under this Agreement. All rights or licenses not expressly granted to Customer herein are reserved to Verint, including the right to license the use of the SaaS Services and any Software to other parties. Any reference to a law or statute in this Agreement shall be deemed to include any amendment, replacement, re-enactment thereof for the time being in force and to include any by-laws, statutory instruments, rules, regulations, orders, notices, directions, consents, or permissions (together with any conditions attaching to any of the foregoing) made in respect thereof. PAGE 7 OF 14 YERINT PROPRIETARY AND CONFIDENTIAL INFORMATION DocuSign Envelope ID: 2BB5AOSE-C19D-4A67-AEAt-B63C9EE40068 SCHEDULE C SERVICE LEVELS This Schedule C is made a part of the Agreement signed by the parties on the Signature Page to which this Schedule C is attached. The calculation of Uptime and any Service Level Credits shall be calculated independently for each SaaS Service subscribed to by Customer. THIS SCHEDULE C SHALL NOT APPLY MANY BETA, PILOT OR OTHER TRIAL SUBSCRIPTIONS, OR TO ANY NON -PRODUCTION ENVIRONMENTS, EACH OF WHICH ARE PROVIDED'AS IS' AND WITHOUT WARRANTY OF ANY KIND. 1 SERVICE AVAILABILITY. 1.1 U time. Verint will use commercially reasonable efforts to ensure that the Hosted Environment will be available 24 hours per day, 7 days perweek, excluding any Scheduled Downtime. In addition to any other notification requirements, Verint will provide Customer with a minimum of seven (7) days advance notice of Scheduled Downtime, and Verint may post a notice on the application log -in screen to notify Customer administrator of any Scheduled Downtime that will exceed two (2) hours. The duration of any downtime is measured, in minutes, as the amount of elapsed time from when the Hosted Environment is not accessible or does not permit Customer to log on, to when the SaaS Services permits Customer to log on and access the Hosted Environment. 11 Service Level Credits. if Verint does not meet the Uptime Percentage levels specified below, Customer will be entitled, upon written request, to a service level credit (°Service Level Credit') to be calculated, with respect to the applicable Hosted Environment, as follows: • If Uptime Percentage is at least 99.95% of the month's minutes, no Service Level Credits are provided; or • If Uptime Percentage is 99,75% to 99.94% (inclusive) of the month's minutes, Customer will be eligible for a credit of 5% of a monthly average fee derived from one -twelfth (1112th) of the then -current annual fee paid to Verint; or • If Uptime Percentage is 99.50% to 99.74% (inclusive) of the month's minutes, Customer will be eligible for a credit of 7.5% of a monthly average fee derived from one -twelfth (1/121h) of the then -current annual fee paid to Verint; or • If Uptime Percentage is less than 99.50% of the month's minutes, Customer will be eligible for a credit of 10.0% of a monthly average fee derived from one -twelfth (1112r) of the then -current annual fee paid to Verint. Customer shall only be eligible to request Service Level Credits if it notifies Verint in writing within thirty (30) days from the end of the month for which Service Level Credits are due. All claims will be verified against Verint's system records. In the event after such notification Verint determines that Service Level Credits are not due, or that different Service Level Credits are due, Verint shall notify Customer in writing on that finding. With respect to any Services Level credits due under Orders placed directly by Customer on Verint, Service Level Credits will be applied to the next invoice following Customer's request and Verint's confirmation of available credits; with respect to any Service Level Credits due for SaaS Services under Orders placed on Verint by a Verint authorized reseller on Customer's behalf, Service Level Credits will be issued by such reseller following Customer's request and Verint's confirmation of available credits and such Services Level Credits may only be used by Customer with respect to subsequent purchases of Verint offerings through that reseller. Service Level Credits shall be Customer's sole and exclusive remedy in the event of any failure to meet the Service Levels. Verint will only provide records of system availability in response to good faith Customer claims. 1.3 Exceutions. Customer's right to receive Service Level Credits, and the inclusion of any minutes in the calculation of Unscheduled Downtime are conditioned on: (i) prompt payment by Customer of all Fees, (it) Customer performing all Customer obligations (including, without limitation, establishing and maintaining the Customer Environment), (iii) Customer's compliance with Section 6,2 of Schedule B, (tv) Customer agreeing to use of the most current version Of the SaaS Service, and (v) the Unscheduled Downtime not being caused by the failure of any non-Verint third parly vendors, the Internet in general, any emergency or force majeure event, or issues caused by the Customer Environment or Customer specific configurations not expressly contemplated in the Documentation. 2 SUPPORT, 2.1 Generally for SaaS Services. During any Access Term, Customer Designated Employees shall have access to Verint technical support Personnel through Verint's standard telephone, email and/or web support services during the support hours applicable to the specific SaaS Services subscribed to by Customer. The contact information for Verint technical support Personnel, support hours applicable to the SaaS Services, and Error type classifications and response times can be found at https:tlwww.verint.com/wp- contentlu loadslVednt-CESSu ort -Plan. df. 2.2 On -Premise Components. With respect to any on -premise components, except as specified in an Order, Customer shall be responsible for the installation and configuration of the on -premise components in the Customer Environment. Verint shall provide technical support for such on -premise components through Verint's standard telephone, email and/or web support services during the support hours specked in the Maintenance and Support Plan under the Premium Plan found at https:llwww.verint.comlwp- contentluploadslVednt-CES-Support Plan.ndf, PAGE 8 OF 14 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION REVBAPRIL2021 DocuSign Envelope ID: 28B5AO8E-C19D-4A67-AEAi-B63C9EE40068 SCHEDULE D INFORMATION SECURITY SCHEDULE This Schedule D is made a part of the Agreement signed by the parties on the Signature Page to which this Schedule D is attached. 1 DEFINITIONS. In addition to the capitalized terms in Schedule A, all capitalized terms shall have the meaning ascribed to them herein this Schedule, and for the purposes of this Schedule, shall govern and control in the event of any conflict, including the following: 1.1 Encryption Standards. Encryption algorithms that are publicly or commercially available, with key lengths sufficient to prevent commercially reasonable attempts to decrypt through brute force the encrypted information. 1.2 Hosted Services. Any SaaS Services or hosting services subscribed to by Customer from Verint 1.3 Industry Standard(s). Generally accepted standards applicable to the performance obligations of a party with respect to a product or service. Industry Standards can include in part or in whole frameworks published by the National Institutes for Standards and Technology (NIST), International Organization for Standardization, ISACA, Payment Card Industry Security Standards Council and other internationally recognized standards organizations. 1.4 Verint Personnel. Each Verint employee or subcontractor under obligations of confidentiality and nondisclosure which performs on behalf of Verint hereunder. 2 GENERAL SECURITY TERMS. Verint is committed to helping protect the security of Customer Data, and has implemented, and will maintain and follow appropriate technical and organizational measures that conform to Industry Standards intended to protect Customer Data against accidental, unauthorized or unlawful access, disclosure, alteration, loss, or destruction. Verint may modify any of its policies, process or procedures at any time and without obligation to notify or update this Schedule, provided such modifications provide substantially similar or greater protections than those provided for herein. Except as otherwise specified in Section 3, the following terms and conditions in this Section 2 apply to all performance obligations under the Agreement. 2.1 Access Controls. Verint implements Industry Standard access control methodologies, which rely on policy, process, and logical controis to help prevent unauthorized access to systems and data under Verint's control. These access controls include no less than the following: • Verint uses the `Principle of Least Privilege' model for restricting access to systems and data, and regularly reviews access rights granted to Verint Personnel. • Verint Personnel each have a unique user iD and personal secret password for accessing internal networks, equipment and data. Verint shall maintain policies concerning the maintenance of password secrecy. Verint Personnel access rights must be suspended within twenty-four (24) hours of employment termination, and modified within forty-eight (48) hours when Verint Personnel roles and/or responsibilities are changed. • Verint maintains a password policy which, at a minimum, complies with the following standards: (i) passwords must not employ any structure or characteristic that results in a password that is predictable or easily guessed; (ii) passwords must include at least three (3) of the following character sets, in accordance with password policy settings: (a) an English uppercase character (A — Z); (b) an English lowercase character (a — z); (c) a westernized Arabic numeral; and (d) a non -alphanumeric special character from the following character set: !, $, #, %; (ill) passwords must be changed at least every one hundred and eighty (180) days; and (iV) account lockout must occur after a maximum of five (5) failed password entry attempts. Re -enabling of locked accounts must require extended time based delay, or interaction with a security administrator or help desk function. All password changes must be accomplished through secure procedures. • Multi -factor authentication processes must be utilized for any access to systems containing Customer Data. All passwords must be stored and transmitted using Encryption Standards. • User sessions must expire and require the re-entry of a password if idle by more than (1) twenty (20) minutes for administrator consoles, and (ii) sixty (60) minutes for all other systems and session types. • For any facilities hosting Customer Data, such facilities shall have implemented electronic access controls to enter such facilities, and further access controls for entering specific areas where such Customer Data is physically resident Verint shall maintain processes to validate the identify of individuals prior to issuing identification and access badges, and shall maintain processes for issuing visitor badges, logging such issuance, and escort requirements for such visitors. Such logs shall be maintained by Verint for no less than sic (6) months from issuance. 2.2 Data Controls. In its performance obligations, Verint does not require access to Customer systems or data, and Customer shall take commercially reasonable efforts to prevent Verint from accessing Customer systems and data. Where Customer provides Customer Data to Verint for Professional Services or Support purposes, Customer shall take commercially reasonable efforts to redact or remove Personal Data prior to providing that Customer Data to Verint. Where possible, such services shall be delivered via screen share or telephone with no data transferred to Verint. If it is necessary to transfer Customer Data to Verint, the following shall apply: • Customer shall only use Verint approved communication channels for providing Customer Data to Verint. With respect to the storage of such Customer Data by Verint and any further transmission of that Customer Data by Verint, Verint shall ensure such Customer Data is protected using Encryption Standards. • In the event Verint makes backups of such Customer Data, all backups of Customer Data shall be encrypted on backup media using Encryption Standards. • Customer Data may only be stored on portable media, including laptops, DVD, CD, magnetic tape media, removable hard drives, USB drives or similar portable storage, if Encryption Standards are used on that portable media. • Except as specified otherwise in the Agreement, or applicable Order or statement of work, Customer Data may be transferred by Verint to, and stored and Processed in, the United States or any other country in which Verint or its affiliates or subcontractors maintain facilities. Customer appoints Verint to perform any such transfer of Customer Data to any such country and to store and Process Customer Data in order to provide services to Customer. • Verint shall: (1) Process such Customer Data only in accordance with the reasonable instructions of Customer, (2) treat such Customer Data as the Confidential Information of Customer, (3) promptly notify Customer of any unauthorized or unlawful Processing of that Customer Data of which it becomes aware, and (4) not knowingly place Customer in breach of any Privacy Laws, 2.3 Operational Controls. Verint shall maintain operational controls sufficient to enable Verinfs satisfaction of its performance obligations in this Section 2, including, without limitation, the following: • Maintain a dedicated information security function to design, maintain and operate security in line with Industry Standards. This function shall focus on system integrity, risk acceptance, risk analysis and assessment, risk evaluation, and risk management. • Maintain a written information security policy that is approved by the Verint management team and published and communicated to all Verint Personnel and relevant third parties. PAGE 9 O 14 VERINT PROPRIETARYAND CONFIDENTIAL INFORMATION DocuSign Envelope ID: 2865A08E-C1gD-4A67-AFAl-B63C9EE40068 • Provide security awareness training at least annually to its employees, and maintain records of training attendance for no less than one (1) year. • Conduct vulnerability assessments and/or penetration tests of networks, systems, applications and databases where Customer Data is located at rest, in transit and in use, Verint shall triage identified vulnerabilities and remediate or mitigate vulnerabilities in accordance with Industry Standards. • Maintain appropriate authentication system(s) to authenticate and restrict access to Verint systems and networks to valid users. • Install and maintain antivirus software on all servers and computing devices involved with Processing activities, and use other malware detection techniques where reasonably required. Such antivirus software shall be updated on a daily basis, or as otherwise provided by the antivirus software manufacturer. • Maintain physical security measures with respect to Verint facilities to help prevent and detect physical compromise, including, without limitation, use of identification badges, smart card or other electronic or physical identity, verification systems, alarms on external doors, and CCN on all entrances 1 exits to such facilities. Verint shall periodically review access records and CCN video to ensure access controls are being enforced effectively, with any discrepancies or unauthorized access investigated immediately. • With respect to Verint internal networks, ensure perimeter networks are physically or logically separated from internal networks containing Customer Data, establish and configure firewalls in accordance with Industry Standards, use network intrusion detection systems as apart of network security, and restrict and control remote network access. • Complete diligent review of any Verint subcontractors that will have access to Customer Data, and require such subcontractors contractually commit to substantially similar terms and conditions as those specified in this Schedule, or terms and conditions that Verint reasonably determines as providing substantially similar protection. With respect to any perfonnance subcontracted by Verint, Verint remains responsible for its subcontractors' compliance with Verint's performance obligations in the Agreement. 2.4 Availability Controls. Verint will maintain contingency planning policies and procedures defining roles and responsibilities on proper handling of contingency events. This shall include a business continuity and disaster recovery plan intended to facilitate the restoration of critical operations and processes which would allow for Verint's continued performance of its obligations hereunder. Such plan shall be periodically reviewed, updated and tested by Verint. 2.5 Application Controls. Verint shall implement and conform its software development practices to applicable Industry Standards relative to the functionality to be performed by the specific Verint product offering. Verint shall maintain software development practices which satisfy the following: • Use commercially reasonable measures to detect product vulnerabilities prior to release. These measures may include manual test scripts, test automation, dynamic code analysis, static code analysis, penetration testing, or other measures chosen by Verint. Verint shall update procedures and processes from time to time to improve detection of vulnerabilities within its products. • Verint's developers shall not intentionally write, generate, compile, copy, collect, propagate, execute or attempt to introduce any computer code designed to self -replicate, damage or otherwise hinder the performance of any systems or network. • Verint's developers shall receive regular training on coding and design with respect to application security. 3 SAAS AND HOSTING SECURITY TERMS. In addition to the terms and conditions in Section 2, the following tens and condifions shall apply to Verint's performance obligations with respect to any Hosted Services procured by Customer under this Agreement. To the extent of any conflict between the terms and conditions in this Section 3 and in Section 2, the terms and conditions in this Section 3 shall control solely with respect to Hosted Services. 3.1 Access Controls. Customer shall have access to Customer Data maintained within their applicable production instance. Customer shall be responsible for maintaining user access and security controls for users accessing the Hosted Services. Verint shall be responsible for restricting all other access to Customer Data residing within the production instance. For the avoidance of doubt, Verint has no obligation to verify that any user using Customer's account and password has Customer's authorization. Verint shall provide access on a need to know basis and shall review access rights of Verint Personnel at least annually. Verint's access controls shall include no less than the following: • Verint shall enforce complex passwords using built in system settings of at least 8 characters, Verint shall require password changes at least every ninety (90) days. Verint administrators shall use multi factor authentication for access to the production environment(s). • Access to Verint's production environment(s) is controlled at four distinct hierarchical levels: the hosting partner level, the Hosted Services operations team level, the Verint network security level, and the application level. Access control is required for each of these levels to provide the optimal level of security for the solution. • Any Customer Data accessed by authorized Verint Personnel is provided using thin client technologies which are subject to the aforementioned access controls. Such technologies have been configured to disable (i) data download from the thin client, (ii) data upload to the internet, and (iii) 'cut and paste features. All Customer Data is encrypted at rest and in transit. A Verint hosting partner's role is to design, deploy, secure, make available, and support the infrastructure upon which Hosted Services operate. The hosting partners have primary control over the infrastructure upon which Hosted Services operate but such control does not extend to access to Customer Data or Verint solutions processing Customer Data. The hosting partner provides Verint's operations teams with the initial credentials required to access the infrastructure and associated support portals to enable Verint to operate and manage the Hosted Services. 3.2 Data Controls. in its performance obligations with respect to Hosted Services, Verint does require access to Customer Data, and the following additional terms and conditions shall apply: • Verint's security procedures shall require that any Customer Data stored by Verint only be stored using secure data encryption algorithms and key strengths of 128 -bit symmetric and 1024 -bit asymmetric or greater. Verint shall monitor Industry Standards and implement an action plan if key lengths in use can be compromised through commercially reasonable means. • Verint will maintain a key management process that includes appropriate controls to limit access to private keys and a key revocation process. Private keys, and passwords shall not be stored on the same media as the data they protect. Verint will prohibit Verint Personnel from the download, extraction, storage or transmission of Customer Data through personally owned computers, laptops, tablet computers, cell phones, or similar personal electronic devices except where enrolled in Verint's Mobile Device Management (MDM), Information Rights Management (IRM), or other security programs. If personal computers or mobile devices are used to perform any part of the Hosted Services, Verint will encrypt all Customer Data on such mobile devices. • Verint agrees that any and all Verint initiated electronic transmission or exchange of Customer Data stored as part of the Hosted Services shall be protected by a secure and encrypted means (e.g, HTTPS, PGP, S/MIME, SSH, SMTP encryption using TLS on gateway while sending emails). • Customer Data stored as a part of the Hosted Services shall reside only on Verint production systems housed in Verint hosting partner data centers, unless noted in an Order or statement of work or required with respect to professional service engagements or performance of support services. Any storage of Customer Data on Verint premises is temporary and is used strictly for support and services engagements. Once PAGE 10 OF 14 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION REVBAPRIL2021 DocuSign Envelope ID: 28B5A08E-C19D-4A67-AEA1-B63C9EE40068 Customer Data on Verint premise has served its purpose, it shall be promptly destroyed in accordance with Verint's confidential data destruction procedures. 3.3 Operational Controls. In its performance of Hosted Services, Verint shall maintain operational controls sufficient to enable Verinfs satisfaction of its performance obligations in this Section 3, including, without limitation, the following: Verint will utilize up-to-date and comprehensive virus and malware protection capabilities, and commercially reasonable practices, including detection, scanning and removal of known viruses, worms and other malware on the Verint's hosting systems. These virus protection capabilities will be in force on all computers andlor devices utilized in connection with the technology services, as well as on all data files or other transfers that have access or are connected to Verint's hosting system. If a virus, worm or other malware causes a loss of operational efficiency or loss of data, Verint will mitigate losses and restore data from the last virus free backup to the extent practicable. Verint shall obligate its hosting partners to provide a multiple layered security approach. This shall include perimeter firewalls, DMZ, one or more internal network segments, and network intrusion detection monitors for attempted intrusion to the production environment. Network vulnerability scans shall be conducted regularly and issues addressed according to Industry Standard change control processes. Verint shall mitigate security vulnerabilities through the use of perimeter and host countermeasures such as intrusion prevention, web application firewall, IP address shunning, and other measures designed to prevent successful exploitation of vulnerabilities. Verint and its hosting partners shall proactively address security risks by applying released security patches, including, as example, Windows security patching and updates to patch known vulnerabilities in an applicable operating system. Patches shall be deployed to production via Verint's change management process. Verint shall test all patches in its test environment prior to release to production. If a patch degrades or disables the production environment, Verint shall continue to mitigate vulnerabilities until a patch is provided by the software or operating system manufacturer that does not degrade or disable production. Such mitigation efforts may include intrusion prevention, web application firewall, and other measures chosen by Verint to reduce likelihood or prevent successful access to Customer Data by an unauthorized party. Each month, Verint and its hosting partners shall schedule maintenance windows to perform data center, system, and application maintenance activities. Vednt shall notify Customer in advance of any scheduled maintenance activity that is expected to disrupt the Hosted Services functionality. Verint shall retain security logs for a minimum of thirty (30) days online and ninety (90) days archived. Verint may retain logs for a longer period at its sole discretion. 3.4 Availability Controls. With respect to Hosted Services: Verint shall maintain business continuity and disaster recovery plans specific to its Hosted Services, and shall include data center failover configurations. Verint shall maintain a backup of all Customer Data that Verint is required to retain as a part of the Hosted Services, In the event the Customer Data becomes destroyed or corrupt, Verint shall use commercially reasonable efforts to restore all available data from backup, and remediate and recover such corrupt data. 4 ATTESTATION OF COMPLIANCE. Upon Customer's reasonable request, (i) Verint shall provide an attestation of compliance to the terms in this Schedule, and/or (ii) Verint shall provide its Industry Standard security assessment questionnaire responses applicable to the services provided to Customer. Requests shall be made in writing through the Account Executive assigned to Customer unless otherwise specified by Verint. PAGE 11 OF 14 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION REVSAPRIL2021 DocuSign Envelope ID: 28B5AO8E-C99D-4A67-AEAt-B63C9EE40068 SCHEDULE E DATA PROCESSING SCHEDULE This Schedule E is made a part of the Agreement signed by the parties on the Si nates ure Page to which this Schedule E is attached. 1 DEFINITIONS. In addition to the capitalized terms in Schedule A, all capitalized terms shall have the meaning ascribed to them herein this Schedule, and for the purposes of this Schedule, shall govern and control in the event of any conflict, including the following: 1.1 "Adequacy Decision" means, for a jurisdiction with Privacy Laws that have data transfer restrictions, a country that the Supervisory Authority or other body in such jurisdiction recognizes as providing an adequate level of data protection as required by such jurisdiction's Privacy Lags such that transfer to that country shall be permitted without additional requirements. 1.2 "Data Controller" means the natural or legal person, public authority, agency or other body which, alone or jointly with others, determines the purposes and means of the processing of Personal Data, and in the context of this Schedule E shall mean the Customer. 1.3 "Data Processing Instructions" means the Processing instructions set out at httos:llwww.vednt.comlour-co-npanyliegal documentsldpaldata-processingschedule!. 1.4 "Data Processor" means a natural or legal person, public authority, agency or other body which processes personal data on behalf of the Data Controller, and in the context of this Schedule E shall mean Verint and references in this Schedule E to Verint include references to Verint Affiliates where such Verint Affiliates are Subprocessors. 1.5 "Personal Data Breach" means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise Processed. 1.6 "Restricted Transfer" means: ([) a transfer of Personal Data from Customer to Verint; or ([[) an onward transfer of Personal Data from Verint to a Subprocessor, in each case, where such transfer outside of jurisdiction of Customer would be prohibited by Privacy Laws in the absence of an approved method of transfer, including through (a) an Adequacy Decision, (b) Standard Contractual Clauses, or (c) by the terms of other recognized forms of data transfer agreements or processes. 1.7 "Standard Contractual Clauses" means the contractual clauses approved by a Supervisory Authority pursuant to Privacy Laws which provides for multijurisdictional transfer of Personal Data from one jurisdiction to another where such transfer would otherwise be a Restricted Transfer, 1.8 "Subprocessor means any third party (including any third party and any Verint Affiliate) appointed by or on behalf of Verint to undertake Processing in connection with the services. 1.9 "Supervisory Authority" means an independent public authority which is established in a jurisdiction under Privacy Laws with competence in matters pertaining to data protection. 2 PROCESSING OF PERSONAL DATA 2.1 Customer agrees to appoint Verint as its Data Processor and that providing Personal Data to Verint pursuant to the Agreement complies with the relevant Privacy Laws. 2.2 Verint will not (a) Process Personal Data other than on Customer's documented instructions (set out in this Schedule E or as otherwise set forth in the Agreement or an Order) unless Processing is required by a Supervisory Authority; or (b) sell Personal Data received from Customer or obtained in connection with the provision of the services to Customer. 2.3 Customer on behalf of itself and each Customer Affiliate instructs Verint: (a) to Process Personal Data; and (b) in particular, transfer Personal Data to any country or territory; in each case as reasonably necessary for the provision of the services and oonsistent with this Schedule E. 2.4 The Data Processing Instructions set out the subject matter and other details regarding the Processing of the Personal Data contemplated as part of the services, including Data Subjects, categories of Personal Data, special categories of Personal Data, Subprocessors and description of Processing. 3 VERINT PERSONNEL Verint shall ensure that persons authorized to undertake Processing of the Personal Data have (a) committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality in respect of the Persona[ Data; and (b) undertaken appropriate training in relation to protection of Personal Data. 4 SECURITY 4.1 Taking into account the state of the art, the costs of implementation and the nature, scope, context and purposes of Processing as well as the risk of varying likelihood and severity for the rights and freedoms of natural persons, Verint shall in relation to the Personal Data implement appropriate technical and organizational measures designed to provide a level of security appropriate to that risk in the provision of the services, such technical and organizational measures are set out in Schedule D. 4.2 In assessing the appropriate level of security, Verint shall take account in particular of the risks that are presented by Processing, 5 SUBPROCESSING 5.1 Verint shall only appoint Subprocessors which enable Verint to comply with Privacy Laws. Customer authorizes Verint to appoint Subprocessors in accordance with this Section 5 subject to any restrictions or conditions expressly set out in this Agreement. Subprocessors appointed as at the effective date of this Schedule E are set out in the Data Processing Instructions or as otherwise specified in an Order. Verint shall remain liable to Customer for the performance of that Subprocessor's obligations subject to this Agreement, 5.2 Notwithstanding the notice requirements set out in Section 155 of Schedule B, before Verint engages any new Subprocessor, Verint shall give Customer notice of such appointment, including details of the Processing to be undertaken by the proposed Subprocessor. In addition to any other notifications, Venni may provide such notice by updating the list of Subprocessors in the Data Processing Instructions, Customer may notify Verint of any objections (on reasonable grounds related to Privacy Laws) to the proposed Subprocessor or Data Processing Instructions ("Objection"), then Verint and Customer shall negotiate in good faith to agree to further measures including contractual or operational adjustments relevant to the appointment of the proposed Subprocessor or operation of the services to address Customers Objection, Where such further measures cannot be agreed between the parties within forty-five (45) days from Verinfs receipt of the Objection (or such greater period agreed by Customer in writing), Customer may by written notice to Verint with immediate effect terminate that part of the services which require the use of the proposed Subprocessor. 5.2.1 With respect to each Subprocessor which is the subject of Section 5_2 above, Verint or the relevant Verint Affiliate shall: (a) carry out adequate Te diligence before the Subprocessor first Processes Personal Data, to ensure that the Subprocessor is capable of providing the level of protection for Personal Data required by the Agreement;(b) ensure that the Subprocessor is subject to a written agreement with Verint that includes appropriate data protection provisions; and (c) if that arrangement involves a Restricted Transfer, ensure that the Standard Contractual Clauses or other appropriate method of transfer are at all relevant times incorporated into the agreement executed between Verint and the Subprocessor. 5.3 Verint shall ensure that each Subprocessor perforn s the obligations under this Schedule E as they apply to Processing of Personal Data carried out by that Subprocessor, as if such Subprocessor were party to this Schedule E in place of Verint. 6 DATA SUBJECT RIGHTS Verint shall (a) upon becoming aware, promptly notify Customer if Verint receives a request from a Data Subject relating to an actionable Data Subject right under any Privacy law in respect of Personal Data; (b) not respond to that request except on the documented instructions of Customer or as required by a Supervisory Authority; and (c) upon request from Customer where required by Privacy Laws and in the context of the services, reasonably assist Customer in dealing with an actionable Data Subject rights request to the PAGE 12 OF 14 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION DocuSign Envelope ID: 28B5A08E-C19D-4A67-AEA1-B63C9EE40068 extent Customer cannot fulfil this request without Verint's assistance. Verint may fulfil this request by making available functionality that enables Customer to address such Data Subject rights request without additional Processing by Verint. To the extent such functionality is not available, in order for Verint to provide such reasonable assistance, Customer must communicate such request in writing to Verint providing sufficient information to enable Verint to pinpoint and subsequently amend, export or delete the applicable record. 7 PERSONAL DATA BREACH 7.1 Verint shall notify Customerwithout undue delay upon Verint or any Subprocessor becoming aware of a Personal Data Breach, providing Customer with sufficient information to allow Customer to meet its obligations to report or inform Data Subjects of the Personal Data Breach under the Privacy Laws. Subject to Section 7.3 below, such notification shall as a minimum: (a) describe the nature of the Personal Data Breach, the categories and numbers of Data Subjects concerned, and the categories and numbers of Personal Data records concerned; (b) communicate the name and contact details of Verint's data protection officer or other relevant contact from whom more information may be obtained; (c) describe the likely consequences of the Personal Data Breach in so far as Verint is able to ascertain having regard to the nature of the services and the Personal Data Breach; and (d) describe the measures taken or proposed to be taken to address the Personal Data Breach. 7.2 Verint shall co-operate with Customer and take such reasonable commercial steps as are necessary to assist in the investigation, mitigation and remediation of each such Personal Data Breach. 7.3 Where and in so far as, it is not possible to provide the information referred to in Section 7,1 at the same time, the information may be provided in phases without undue further delay. 8 DATA PROTECTION IMPACT ASSESSMENT AND PRIOR CONSULTATION 8.1 To the extent necessary, Verint shall provide reasonable assistance to Customer with any data protection impact assessments, and prior consultations with Supervising Authorities or other competent data privacy authorities, which Customer reasonably considers to be required by Privacy Laws, in each case solely in relation to Processing of Personal Data by, and taking into account the nature of the Processing and information available to, Verint. To the extent that such impact assessment andlor prior consultation requires assistance beyond Verint providing the applicable Verint processing record(s) and Documentation, Verint shall reserve the right to charge Customer such engagement at Verint's then current daily rates. 9 DELETION OR RETURN OF PERSONAL DATA 9.1 Following Verint's receipt of Customer's written request during the Return Period, Verint will either delete or return available Customer Data in accordance with Section 13.3(b1 of Schedule B, 9.2 Verint may retain Personal Data to the extent required by Privacy Laws or any other statutory requirement to which Verint is subject and only to the extent and for such period as required by Privacy Laws or any other statutory requirement to which Verint is subject and always provided that (a) during such retention period the provisions of this Schedule E will continue to apply, (b) Verint shall ensure the confidentiality of all such Personal Data, and (c) Verint shall ensure that such Personal Data is only Processed as necessary for the purpose(s) specified in the Privacy Laws requiring its storage or any other statutory requirement to which Verint is subject and for no other purpose. 10 REVIEW, AUDIT AND INSPECTION RIGHTS 10.1 Upon Customer's reasonable request, Verint shall provide all relevant and necessary material, documentation and information in relation to Verint's technical and organizational security measures used to protect the Personal Data in relation to the services provided in order to demonstrate Verint's compliance with Privacy Laws. 10.2 Verint shall ensure a security audit of its technical and organizational security measures is carried out at least annually in compliance with Privacy Laws, Such security audit will be performed in accordance ISO 27001 standards by an internal qualified auditor within Verint. The results of such security audit will be documented in a summary report. Verint shall promptly provide Customer upon request with (1) a confidential summary of such report; and (it) evidences of appropriate remediation of any critical issues within four (4) weeks from date of issuance of the audit report. 10.3 If, following the completion of the steps set out in Sections 10.1 and 10.2 Customer reasonably believes that Verint is non-compliant with Privacy Laws, Customer may request that Verint make available, either by webinar or in a face-to-face review, extracts of all relevant information necessary to further demonstrate compliance with Privacy Laws. Customer undertaking such review shall give Verint reasonable notice, by contacting Verint's Information Security Director (in the Americas and APAC regions to privacy@verint.com or in EMEA to EMEA.Privacy@Verint.com), of any review to be conducted under this Section 10.3. 10.4 In the event that Customer reasonably believes that its findings following the steps set out in Section 10.3 do not enable Customer to comply materially with Customer's obligations mandated under the Privacy Laws in relation to its appointment of Verint, then Customer may give Verint not less than thirty (30) days prior written notice of its intention, undertake an audit which may include inspections of Verint to be conducted by Customer or an auditor mandated by Customer Snot being a competitor of Verint). Such audit andlor inspection shall (i) be subject to confidentiality obligations agreed between Customer (or its mandated auditor) and Verint, (ii) be undertaken solely to the extent mandated by, and may not be further restricted under applicable Privacy Laws, (iii) not require Verint to compromise the confidentiality of security aspects of its systems andlor data processing facilities Including that of its Subprocessors), and (iv) not be undertaken where it would place Verint in breach of Verint's confidentiality obligations to other Verint customers vendors andlor partners generally or otherwise cause Verint to breach laws applicable to Verint. Customer (or auditor mandated by Customer) undertaking such audit or inspection shall avoid causing any damage, injury or disruption to Verint's premises, equipment, personnel and business in the course of such a review. To the extent that such audit performed in accordance with this Section 10.4 exceeds one (1) business day, Verint shall reserve the right to charge Customer for each additional day at its then current daily rates. 10.5 If following such an audit or inspection under Section 10.4, Customer, acting reasonably, determines that Verint is non-compliant with Privacy Laws then Customer will provide details thereof to Verint upon receipt of which Verint shall provide its response and to the extent required, a draft remediation plan for the mutual agreement of the parties (such agreement not to be unreasonably withheld or delayed; the mutually agreed plan being the "Remediation Plan"). Where the parties are unable to reach agreement on the Remediation Plan or, in the event of agreement, Verint materially fails to implement the Remediation Plan by the agreed dates which in either case is not cured within forty-five (45) days following Customer's notice or another period as mutually agreed between the Parties, Customer may terminate the services in part or in whole which relates to the non-compliant Processing and the remaining services shall otherwise continue unaffected by such termination. 10.6 The rights of Customer under this Section 10 shall only be exercised once per calendar year unless Customer reasonably believes Verint to be in material breach of its obligations under either this Schedule E or Privacy Laws. 11 RESTRICTED TRANSFERS 11.1 Customer (as "data exporter") and Verint, as appropriate, (as "data importer") hereby agree that the Standard Contractual Clauses shall apply in respect of any Restricted Transfer from Customer to Verint, Each Party agrees to execute the Standard Contractual Clauses upon request of the other Party and further agrees that absent of execution the terms and conditions of the Standard Contractual Clauses shall in any event apply to any Restricted Transfer. Where such Standard Contractual Clauses must be fully executed to take effect and Customer has not executed such Standard Contractual Clauses as set out in this Section 11, Customer authorizes Verint to enter into the Standard Contractual Clauses for and on behalf of Customer as data exporter with each applicable data importer. 11.2 For the purposes of appendix 1 to the Standard Contractual Clauses or other relevant part of the Standard Contractual Clauses, the Data Processing Instructions sets out the Data Subjects, categories of Personal PAGE 13 OF 14 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION REVBAPRIL2021 DocuSign Envelope ID: 2865Ao8E-C1gD-4A67-AEA1-B63C9EE40068 Data, special categories of Personal Data, Subprocessors and description of Processing (processing operations). 11.3 For the purposes of appendix 2 to the Standard Contractual Clauses or other relevant part of the Standard Contractual Clauses, Schedule D sets out the description of the technical and organizational security measures implemented by Verint (the data importer) in accordance with clauses 4(d) and 5(c) of the Standard Contractual Clauses. 12 OTHER PRIVACY LAWS 12.1 To the extent that Processing relates to Personal Data originating from a jurisdiction which has any mandatory requirements in addition to those in this Schedule E, both Parties may agree to any additional measures required to ensure compliance with applicable Privacy Laws and any such additional measures agreed to by the Parties will be documented in a duly executed written addendum or amendment to this Agreement or in an Order. 12.2 If any variation is required to this Schedule E as a result of a change in Privacy Laws, including any variation which is required to the Standard Contractual Clauses, then either party may provide written notice to the other party of that change in law. The parties will discuss and negotiate in good faith any necessary variations to this Schedule E, including the Standard Contractual Clauses, to address such changes, 13 GENERALTERMS The applicable law provisions of this Agreement are without prejudice to clauses 7 (Mediation and Jurisdiction) and 10 (Goveming Law) of the Standard Contractual Clauses where applicable to Restricted Transfers of Personal Data from the European Union (including the United Kingdom) to a third country. PAGE 14 OF 14 VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION REV8APRIL2021 Docusign Envelope ID: 28B5A08E-C19D-4A67-AEA1-B63C9EE40068 Exhibit D INSURANCE REQUIREMENTS AND WORKERS' COMPENSATION 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 rile 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. 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 the sole responsibility of the contractor. Commercial General Liability and Automobile 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 claire is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Cancellation: City requires 30 day written notice should any of the policies described on the certificate be cancelled or materially changed before the expiration date. Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. DocuSign Envelope ID: 28B5AO8E-C190-4A67-AEA1-B63C9EE40468 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. It 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 to the extent of work provided under contract 7446 Contractor is liable in absence of an agreement and broad form property damage coverage. • Coverage B shall include personal injury. Coverage C, medical payments, is not required. [X] 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. [X] 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 DocuSign Envelope ID: 2885AO8E-C19D-4A67-AEA1-863C9EE40468 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. [ ] 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. I ] Professional Liability Insurance Professional liability insurance with limits not less than $1.000.00.00 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 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 DocuSign Envelope ID:2865A08E-C19D-4A67-AEA1-B63C9EE40068 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. [X] Cyber Cyber coverage provided protection for business liability for a data breach, cyber extortion, business interruption due to malicious cyber attacks or malware infections. A Cyber policy will be required anytime a system interfaces with the City of Denton's servers or houses sensitive information such as customer or employee data, When Cyber coverage is required commercial crime is also required. Limits of not less than $500,000 are required unless other limits are individually approved by the City. [ ] 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. DocuSign Envelope 1D: 28B5A08E-C99D-4A67-AEA9-B63C9EE40068 ATTACHMENT 1 [ ] Workers' Compensation Coverage for Building or Construction Projects for Governmental Entities A. Definitions: Certificate of coverage ("certificate") -A copy of a certificate of insurance, a certificate of authority to self -insure issued by the commission, or a coverage agreement (TWCC-81, TWCC-82, TWCC-83, or TWCC-84), showing statutory workers' compensation insurance coverage for the person's or entity's employees providing services on a project, for the duration of the project. Duration of the project - includes the time from the beginning of the work on the project until the contractor's/person's work on the project has been completed and accepted by the governmental entity. Persons providing services on the project ("subcontractor" in §406.096) - includes all persons or entities performing all or part of the services the contractor has undertaken to perform on the project, regardless of whether that person contracted directly with the contractor and regardless of whether that person has employees. This includes, without limitation, independent contractors, subcontractors, leasing companies, motor carriers, owner - operators, employees of any such entity, or employees of any entity which furnishes persons to provide services on the project. "Services" include, without limitation, providing, hauling, or delivering equipment or materials, or providing labor, transportation, or other service related to a project. "Services" does not include activities unrelated to the project, such as food/beverage vendors, office supply deliveries, and delivery of portable toilets. B. The contractor shall provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any overage agreements, which meets the statutory requirements of Texas tabor Code, Section 401.011(44) for all employees of the Contractor providing services on the project, for the duration of the project. C. The Contractor must provide a certificate of coverage to the governmental entity prior to being awarded the contract. D. If the coverage period shown on the contractor's current certificate of coverage ends during the duration of the project, the contractor must, prior to the end of the coverage period, file a new certificate of coverage with the governmental entity showing that coverage has been extended. E. The contractor shall obtain from each person providing services on a project, and provide to the governmental entity: 1. a certificate of coverage, prior to that person beginning work on the DocuSign Envelope ID: 28B5AO8E-Cl9D-4A67-AEAI-B63C9EE40068 project, so the governmental entity will have on file certificates of coverage showing coverage for all persons providing services on the project; and 2. no later than seven days after receipt by the contractor, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project. F. The contractor shall retain all required certificates of coverage for the duration of the project and for one year thereafter. G. The contractor shall notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the contractor knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project. H. The contractor shall post on each project site a notice, in the text, form and manner prescribed by the Texas Workers' Compensation Commission, informing all persons providing services on the project that they are required to be covered, and stating how a person may verify coverage and report lack of coverage. The contractor shall contractually require each person with whom it contracts to provide services on a project, to: 1. provide coverage, based on proper reporting of classification codes and payroll amounts and filing of any coverage agreements, which meets the statutory requirements of Texas Labor Code, Section 401.011(44) for all of its employees providing services on the project, for the duration of the project; 2. provide to the contractor, prior to that person beginning work on the project, a certificate of coverage showing that coverage is being provided for all employees of the person providing services on the project, for the duration of the project; 3. provide the contractor, prior to the end of the coverage period, a new certificate of coverage showing extension of coverage, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 4. obtain from each other person with whom it contracts, and provide to the contractor: a. a certificate of coverage, prior to the other person beginning work on the project; and b. a new certificate of coverage showing extension of coverage, prior to the Docusign Envelope ID: 28B5A08E-Cl9D-4A67-AEAi-663C9EE40068 end of the coverage period, if the coverage period shown on the current certificate of coverage ends during the duration of the project; 5. retain all required certificates of coverage on file for the duration of the project and for one year thereafter; 6. notify the governmental entity in writing by certified mail or personal delivery, within 10 days after the person knew or should have known, of any change that materially affects the provision of coverage of any person providing services on the project; and 7. Contractually require each person with whom it contracts, to perform as required by paragraphs (1) - (7), with the certificates of coverage to be provided to the person for whom they are providing services. I By signing this contract or providing or causing to be provided a certificate of coverage, the contractor is representing to the governmental entity that all employees of the contractor who will provide services on the project will be covered by workers' compensation coverage for the duration of the project, that the coverage will be based on proper reporting of classification codes and payroll amounts, and that all coverage agreements will be filed with the appropriate insurance carrier or, in the case of a self-insured, with the commission's Division of Self -Insurance Regulation. Providing false or misleading information may subject the contractor to administrative penalties, criminal penalties, civil penalties, or other civil actions. K. The contractor's failure to comply with any of these provisions is a breach of contract by the contractor which entities the governmental entity to declare the contract void if the contractor does not remedy the breach within ten days after receipt of notice of breach from the governmental entity. DocuSign Envelope ID: 28B5AO8E-C19D-4A67-AEA4-B63C9EE40068 Exhibit E Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiring the business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the- a&arded, in accordapee The contractor shall: 1. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf info_forml295.htm 2. Register utilizing the tutorial provided by the State 3. Print a copy of the completed Form 1295 4. Enter the Certificate Number on page 2 of this contract. 5. Complete and sign the Form 1295 6. Email the form to purchasing�c ,ci ofdenton.Q m with the contract number in the subject line. (EX: Contract 1234 — Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day after Council award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission's website within seven business days. DocuSign Envelope ID: 28B5A08E-C19D-4A67-AEA1-B63C9EE40068 Exhibit F Contractor's Proposal DocuSign Envelope lD: 28B5A08E-C1 9D-4A67-AEA1 -B63C9EE40068 VERINT ORDER: 539560 - 2 Currency: USD This Order is attached to and made a part of the Master SaaS Agreement ("Agreement'), between Verint America's Inc (Verint") and City of Denton CCustomer") dated . A CA AQ APf-ace 01h_EJTC Akin WMAI eA Ac ArrI lze Lr= -- Item # Description For Denton, TX Per Unit Term Disc % Units UOM Sell Price List Price (Months) 93-531-1200 Engagement Management Professional 2,100.00 36 0.00 1 Instance 75,600.00 Local Government Platform - SaaS 9331-1204 Engagement Management Professional 1,225.00 36 0.00 1 Instance 44,100.00 Local Government Data Model and Reports for Power BI SaaS 93-531-1206 Engagement Management Professional 1,225.00 36 0.00 1 Instance 44,100.00 Local Government Messaging — SaaS 93-531-1208 Engagement Management Professional 1,030.00 36 0.00 1 Document 37,080.00 Local Government - Search - Documents Indexed -1 to 5,000 - SaaS 93-531-1201 Engagement Management Professional 55.00 36 0,00 50 Named Employee 99,000,00 Local Government Named Employee - SaaS 93-531-1202 Engagement Management Professional 21.00 36 0.00 50 Named Employee 37,800.00 Local Government Employee Desktop Named Employee (Case Handler Only) - SaaS _ Engagement Management Professional 93-531-1203 2,905,00 36 0.00 1 Instance 104,580.00 Local Government Process Management - SaaS TOTAL INITIAL SAAS ACCESS FEE — 36 MONTH: 442,260.00 ANNUAL SAAS ACCESS FEE —12 MONTH: 147,420,00 The Access Term for the above SaaS Services is for the number of months set forth in the table above commencing on the effective date of this Order and is non - cancellable. Verint may increase the annual Access Fee for the first successive 12 -month Access Term by no more than five percent (51/6) above the 12 -month value of the fee paid for the initlal Access Term. The Access Term will be invoiced as specified below in Section 5 of this Order, FIXED FEE PROFESSIONAL SERVICES FEES: Item # Fixed Fee Professional Services For Denton, TX List Price Disc % Units UOM Sell Price 89-555-0201 Fixed Fee Services 388,775.52 5.70 1 Each 366,615.00 To be delivered in accordance with the attached Statement of Work TOTAL FIXED FEE PROFESSIONAL SERVICES FEE: 366,615.00 3. MANAGED SERVICES FIXED FEES: If additional Managed Services are requested by Customer, Verint may increase the annual Managed Services Fee for the first successive Managed Services Term by no more than five percent (51/o) above the 12 -month value of the fee paid for the initial Managed Services Term (which begins on execution of this Order and runs for the number of months identified in the table below and is non -cancellable). Item # Description For Denton, TX 89-555-1471 Managed Services - Lagan 4. TOTAL FEES FOR THIS ORDER: List Price ` Disc % Units UOM Sol[ Price 414.52 j 30.00 36 MON 10,445.99 TOTAL MANAGED SERVICES FEE: 10,445.99 ANNUAL MANAGED SERVICES FEE: 3,481.99 819,320.99 5. INVOICING AND PAYMENT TERMS: All invoices will be paid by Customer in accordance with the Agreement, and invoices will be issued as follows: SAAS ACCESS FEES: The total initial SaaS Access Fee will be invoiced on a pro rata annual basis. The first invoice shall be on or scan after t h e effective date of this Order and each following invoice will be issued on the date sixty (60) days prior to each anniversary of the effective date of this Order through the Access Term. VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION Page 1 of 2 DocuSign Envelope ID: 28B5A08E-C19D-4A67-AEA1-B63C9EE40068 VERINT FIXED FEE PROFESSIONAL SERVICES FEES: Payment Milestone 1 shall be invoiced upon Effective Date of this Order, The remaining Professional Services Fees will be invoiced on a milestone basis in the amount stated in the table below upon receipt of the signed confirmation of services (ACOS J document for the applicable milestone and Customer shall pay each invoice amount provided the work for that milestone is completed in accordance with the Agreement PRODUCTION MILESTONES INVOICE AMOUNT Payment Milestone 1 - Project Initiation 74,225,25 Payment Milestone 2 - Configuration and Test Complete 177,824.86 Payment Milestone 3 - Transition to Go Live and Operational Support 114,564.89 MANAGED SERVICES FIXED FEE: The total initial Managed Services Fee will be invoiced on a pro rata annual basis. The first invoice shall be on or soon after the effective date of this Order and each following invoice will be issued on the date sixty (60) days prior to e a c h anniversary of the effective date of this Order through the Managed Services Term. 6, DEFINITIONS AND THIRD PARTY APPLICATIONS: The following definition(s) apply to this Order, and specify the type and manner in which each applicable product above is licensed for use hereunder in accordance with the terns and conditions of the Agreement: "Document" means anything that is a unique entry in the search index, examples of which may include an HTML web page, PDF document, XLS document, an image (if the image is retrievable as its own search result and not just embedded within a page), a single row in a database or an XML record, "Named Employee" means any person whose identification is recorded for use by the Software and/or Program for any purpose. A Named Employee license is personal to the individual to which the license is assigned and may not be used by any other individual. Personnel who have reached andlor passed their end date in the system are not considered Named Employees. A Named Employee license assigned to an individual may not be re -assigned on a temporary basis nor may individuals be rotated in and out of active use. "Instance" means each copy of the relevant Software installed on one or multiple servers acting as a single system. Use of all third party applications provided by Verint is expressly limited to use in conjunction with the Products (i.e. may not be used independent of the Products). T. ADMINISTRATIVE: rAddress Type Reference Install l DCI Billing I Denton, TX Shipping Cori Power Address 215 E McKinney St Denton, TX 76201 B. ACKNOWLEDGEMENT: IF THE SIGNATURE BELOW IS AN AFFILIATE OF THE SIGNATORY TO THE AGREEMENT, SUCH AFFILIATE HEREBY AGREES TO ABIDE BY ALL TERMS AND CONDITIONS OF THE AGREEMENT, NO PURCHASE ORDER IS REQUIRED FOR THIS ORDER. THE PARTIES HERETO REPRESENT AND WARRANT TO EACH OTHER THAT THE RESPECTIVE PARTY S SIGNATORY BELOW HAS THE AUTHORITY TO BIND THE PARTY. IN WITNESS WHEREOF, Customer and Vednt have caused this document to be executed by their duly authorized representatives as of the respective dates below. ACCEPTED: VERINT AMERICAS INC. ACCEPTED: CITY OF DENTON F�D�Signedbr UaeuSignod by: �6 Z 11 Au d5RWRwtative mentative Bill Shriver Printed Name VP Fin Planning & Ops Title 10/12/2021 Sara Hensley Printed Name INTERIM CITY MANAGER Title 11/10/2021 Date DS Christopher Gool sbee Date LC; 10/12/2021 THE TERMS, CONDITIONS, AND FEES CONTAINED IN THIS ORDER ARE VALID PROVIDED IT 1S EXECUTED BY CUSTOMERIAFFIUATE AND RECEIVED BY VERINT ON OR BEFORE NOVEMBER 30, 2021. VERINT PROPRIETARY AND CONFIDENTIAL INFORMATION Page 2 of 2 DocuSign Envelope 1D: 28B5AO8E-C19D-4A67-AEAl-663C9EE40D68 VERINT Statement of Work to Verint Order ("Order") Number: Customer Name ("customer"): Account Executive: VP Professional Services: Professional Services Project Manager: Table of Contents Section 1: Introduction & Summary Professional Services Statement of Work City of Denton Ryan Elmore Stuart Connolly KeshaL:..acks Section 2: Implementation Services (Fixed Fee Services) Section 3: Training Services (Fixed Fee Services) Section 4: Attachments Attachment A: Project Role Descriptions Attachment B: Change Order Request Form 539560 Attachment C: Sample Milestone Completion of Services Form ❑nautharized use, duplication, or modification ofthis document in whole or in part without the written consent of Verint Systems Inc. is shictiy prohibited. Byproviding this document, Verint Systems Inc. is not making my representations regarding the correctness or completeness ofits contents and reserves the right to alter this document at any time without notice. Features listed in this document am subject to change. Contact your Verint representative for current product features and specifications. All marks referenced herein with the ® or TM symbol are registered trademarks or trademarks of Verint System inC. or its subsidiaries. All rights reserved. All olhermarks are trademarks oftheirrespeclive owners. C 2020 Verint Systems Inc. All rights reserved worldwide. Docunew Yersion 2020.07.2$.06 CLOUD DocuSign Envelope ID: 28B5A08E-C19D-4A67-AEA1-1363C9EE40068 Section 1: Introduction and Summary This statement of work ('SOW") is an attachment to the Order and is entered into by and between Verint Americas Inc. (-Verint") and Customer identified above. With respect to this SOW, and regardless how so defined in the Agreement, any reference to "Customer" herein shall be a reference to the entity (other than Verint) that executed the Agreement. With respect to any performance, acknowledgements or other documents that are required under this SOW from Customer for Verint to perform or as a result of Verint's performance, Customers obligations must be satisfied by Customer, or, in the event Customer is a reseller, must be satisfied either by Customer or Customers end customer. Summary of the Services Verint and the Customer will work together to deliver a solution for the Customer that will consolidate business needs into a single, integrated platform solution that will provide the Customer with the flexibility to adapt as business and citizen needs and requirements change. This will enable the Customer to evolve to a digital first customer service strategy, managing citizen interactions, rationalizing customer service channels, and improving customer service delivery. Verint will work with the Customer to deliver the following services based on our Verint CM (Case Management) Professional solution: All the services that are related to the Offerings in Order Document 539560 — 2 that are agreed to in the "Scope of Services" in the City of Denton Contract 7746, including those set forth in Exhibit A "Special Terms and Conditions," Exhibit B, and Exhibit F attached to the City of Denton Contract 7746, including but not limited to those deliverables and items mentioned in supplemental documentation (i.e. the Contractor Executive Summary, Project Plan Proposal, Proposal Questionnaire, Safety Record Questionnaire, Contractor's Demo Interview Presentations, and Supporting Response Documents) x Customer On -Boarding and commissioning of CM Professional on Verint Cloud x Discovery and Design workshops to review the requirements and solution design for one data capture form with GIS mapping and a two-way integration to Cityworks, and a two way integrated solution to the following: Cartegraph (OMS), WebTMA, Clevest, FASTER Web, TrakiT, NorthStar, Rubicon and Shelter Pro x Skills transfer training to empower the Customer to configure data capture forms needed for the solution. X Configure and test the solution to deliver: o One exemplar service request data capture form with GIS mapping to drive integration to Cityworks including the configuration of the case classification, case workflow, queue setup, and creation of event codes for this process 0 o Two-way integration to each of the following applications: Cartegraph, WebTMA, Clevest, FASTER Web, TrakiT, NorthStar, Rubicon and Shelter Pro o Integration to Cisco o Customer Portal Essentials and knowledge content management and search o Reporting based on out of the box standard reports o Single sign on using Azure AD via Open ID Connect Pagel DocuSign Envelope ID: 2865A08E-C19D-4A67-AEAt-863C9EE40068 o Loading of property and citizen data o Email integration to MS Office 365 o Verint Web Chat solution X Complete UAT (User Acceptance Testing) Page2 DocuSign Envelope ID: 28B5A08E-C19D-4A67-AEA1-B63C9EE40068 X Transition the solution onto Production Subsequent sections in this SoW will describe the Verint deliverables and associated assumptions in more detail. Software Solutior. In the Verint Cloud environment, the following software solutions will be available to the customer: Verint Product Case Management Professional Local Government Platform - SaaS Case Management Professional Local Government Messaging — SaaS Case Management Professional Local Government Employee Desktop Named Employee (Case Handler Only) — SaaS Case Management Professional Local Government Process Management — SaaS Case Management Professional Local Government Data Model and Reports for Power E I — SaaS Squiz Funnelback Documents Indexed — up to 5,000 — SaaS Case Management Professional Local Government Name Employee — SaaS General Assumptions and Notes x Both Customer and Verint will assign project managers to this project and be responsible for managing their respective tasks and personnel according to a mutually agreed schedule. x Both Customer and Verint will select qualified personnel to perform their respective tasks. X Recording of Verint training and consulting sessions are not permitted. x Verint will provide experienced personnel as part of their project team. X Verint have assumed that the Customer will work collaboratively and be pragmatic in the time taken to review and sign off on project artefacts delivered by Verint to ensure project progress and momentum is maintained. X Verint operate a global, matrix managed resource model which means that while named resources are allocated to a customer project they are not necessarily allocated on a full time basis because the nature of what we are contracted to deliver does not warrant it. Verint can not change resources without prior notification to Denton and Denton's approval of new resources. x Verint will not proceed with the Configuration and Test Phase until all preceding project milestones have been agreed and signed off by the Customer. .Verint will not proceed to Production Go Live until all preceding project milestones have been agreed. X If a project is placed on hold by the Customer, it creates additional work to stop and then later reengage which will require a change order to restart the project later to add this extra work. If project is placed on a hold by Verint, Denton will not be charged. x The milestones and deliverables within this document will be executed in one phase with one go -live. . Customer understands that Verint personnel have already had a background check and that Verint will not (1) subject employees to Customer background checks, and (2) expose results of Verint ran background check to its customers. X All third -party vendor systems, document management, network and security configurations to include but not limited to firewalls and ports are open and available as noted in Verint This document contains proprietary and confidential information of verint Systems —]no. and may not be distributed to persons or organizations for Page3 DocuSign Envelope ID: 28B5A08E-C19D-4A67-AEA1-B63C9EE40068 documentation prior to services work being performed. Troubleshooting these topics at the Customers request will be subject to a Change Order and additional fees; provided, however, that Customer may elect to remove any incompatible system from the Scope of Work at their sole discretion, assuming it still follows Change Control procedures. x As all work will be performed remotely, Customer must provide remote access with enough bandwidth to the server(s) and an onsite technical representative to work with the Verint resource(s). Access via webex or similar limits Verint remote access and is not an acceptable solution. Remote access via VPN or similar for the duration of the project is preferred. xAII Verint software documentation and training materials are provided in English language only. Verint will also provide detailed training material on Denton's specific implementation. xVerint have assumed that deliverables included in this SoW are in scope and any not included are therefore out of scope, provided, however, that any items related to the Offerings in Order Document 539560 -2 that are agreed to in the "Scope of Services" in the City of Denton Contract 7746, including those set forth in Exhibit A "Special Terms and Conditions," Exhibit B, and this Exhibit F attached to the City of Denton Contract 7746 shall be considered in scope. x Verint have included several assumptions in this SoW about the solution to be delivered based on the level of detail provided by the Customer and our experience in delivering to other Verint Case Management customers. If any of these assumptions prove to be incorrect then Verint will look to redress through change control. x Customer will manage all existing business system vendors to ensure they are aligned with the needs and demands of the project and will provide resources to support the project in a timely fashion. • The Customer solution will be deployed on Verint's CM Professional Public Cloud which means that during the course of the project Verint Product will be releasing both new features in CM Professional and fixes for defects. Verint will work with the Customer to schedule regression testing of these deployments as appropriate during the project delivery. The Customer will complete all business configuration and setup of users, queues and classifications following completion of their standard product training. Service Hours "Normal Business Hours" and "Business Days' means 8:00 A.M. to 6:00 P.M., Customer's local time, Monday through Friday, excluding Verint holidays, which can be found at htfps://www.verint.com/utilities/holiday-schedulel. Verint, at its sole discretion, may work hours beyond "Normal Business Hours" at times, and not bill Customer at premium rates. Denton will also work during "Normal Business Hours" (8:00 AM to 5 PM) US Central time and Business days Monday — Friday excluding Denton holidays. Denton understands that they are instances when Denton must provide resources outside of these days/times, on a non -emergency basis, and those instances will be agreed upon by both parties with prior advanced noticed. This Statement of Work includes up to 3 days of Services outside of Normal Business Hours" for out of hours go live working. In the event that Customer requires additional Services to be performed outside of "Normal Business Hours" beyond those identified above, Customer and Verint may execute a Change Order Approval Request adding additional Services outside of "Normal Business H ours" to this Statement of Work. Services required outside of "Normal Business Hours' are subject to a fifty percent (50%) premium. Rescheduling, Cancellation, or Delay of Services If Customer requests Verint to reschedule or cancel any Services or if a Services is delayed due to the Customer not having performed its relevant responsibilities as set forth in the project plan and this statement of work, Verint may, in its sole discretion subject to the terms below, impose a rescheduling/cancellation fee ca cu ate as f"o{lows and fora expenses e-6ri 65-n—notreasonably recover. Any reschedule event is subject to Verint's resource availability and will only be accommodated within a Page4 DocuSign Envelope ID: 28135A08E-C190-4A67-AEA1-B63C9EE40068 mutually agreed upon reschedule date. Timing of Verint's Receipt of Notice of Rescheduling/Cancellation Fee Rescheduling/Cancellation Calculation This document contains proprietary and confidential information of Vedrit Systems Inc. and may not be distributed to persons or organizations for whom it was not intended. Pages DocuSign Envelope ID: 28B5A08E-Cl9D-4A67-AEA1-663C9EE40068 More than 10 business days prior to scheduled start date 10 through 6 business days prior to scheduled start date No fee 50% of the Service Fee for the Service rescheduledlcancelled. Less than 6 business days prior to scheduled 100% of the Service Fee for the Service start date rescheduled/cancelled. Communication and Escalation Process The Verint Project Manager will maintain ongoing communications and attend and/or participate in meetings during Normal Business Hours at times mutually acceptable to the parties for the duration of the project. At anytime, project issues or concerns can be escalated beyond the Verint Project Manager by contacting the VP of Professional Services. Service Fees This SOW contains Fixed Fee services. Fixed Fee Milestones under this SOW are provided to Customer on a fixed fee basis and for the fixed fee Services Fee set forth in the Order. Customer will receive a Confirmation of Services document ("COS-) for each milestone to acknowledge that the identified Service milestone has been rendered in accordance with this SOW. The COS document will be submitted to the Customer after a joint review of the milestone deliverables and acceptance has been conducted and there is joint agreement that the milestone is complete. Customer must accept or reject the requested acknowledgment of completion either by signature or by email within seven (7) days. In the event Customer fails to accept or reject a COS by the end of the seven (7) -day period, the applicable Service will be deemed delivered complete and accepted. C el Change Orders will be required to add, remove or otherwise change the scope of services as defined in this Statement of Work. Verint will issue Change Orders for any situation outside of Verinfs control that results in additional time or effort required to complete the project. Customer may request changes in or additions to the Services being provided hereunder by completing a change order. If Verint deems the changes feasible, Verint will provide a quote for any increase or decrease in the cost of or time required for performance of the Services as amended. Once parties agree to the modified scope and related fees a representative of each party will sign the change order. Verint shall not be obligated to perform any revised or additional Services unless and until a change control document is signed by both parties. A sample change order document is attached. Section 2. Implementation Services Customer On -Boarding Verint Cloud The Customer is responsible for preparing their sites pursuant to any specific technical requirements prior to commencement by Verint of performance of the services. CM Professional Cloud Services will arrange a call with the Customer to discuss the pre -requisites to be completed in order to commission the CM Professional environments in the Verint Cloud. This document contains proprietary and confidential information of Verint Systems Inc, and may not be distributed to persons or organizations for whom it was not inlended. Page6 DocuSign Envelope ID: 28B5A08E-C19D-4A67-AEA1-B63C9EE40068 Deliverables: x Readiness review x Customer On -Boarding documentation review x CM Professional commissioned on Verint Cloud x On premise deployment of Verint Process Management for Development, Test and Production. Verint)Responsibilities: x Review completed Site Readiness Checklist x Document any questions or incomplete readiness issues x Commission CM Professional on Verint Cloud x Conduct on premise installation of Process Management on Development, Test and Production environments. Customer Responsibilities: x Provide remote access to servers installed for Verint applications. x Confirm third party integration points are installed and ready for integration. x Establish remote access to Verint servers throughout the project life cycle. x Provide Microsoft Office 365 email accounts for Cloud provisioning and Customer project team member account information as part of the on -boarding process. x Provide server environment and connectivity for on premise installation of Verint Process Management as soon as possible to not impact the agreed project timeline. Project Initiation This first step sets the foundation for the project and includes the Customer Project Manager, with any key End -User stakeholders, meeting with Verint to discuss a consolidated project plan, rationalize project management activities and tools, and define roles and responsibilities for all project members. The output of all these activities will be bundled and shared with the entire project team in a project kick-off moderated by the Project Managers. The purpose of the project kick-off meeting is to ensure that everyone understands the project scope, the approach to managing the project and the communication channels such that team members understand how we are going to make the project a success. Deliverables: X Initial Project plan with associated tasks, durations, start and end dates, and predecessorsldependencies x Project task assignments x Initial project RAID (Risk, Assumptions, Issues and Dependencies) Log x Project status report Verint Responsibilities: x Review Order documents with the Customer x Prepare the initial project schedule with tasks and assignments x Schedule Discovery and Design Sessions with Customer representatives x Assign and schedule Verint resources according to project schedule Page7 DocuSign Envelope ID: 28135AOSE-C19D-4A67-AEA1-B63C9EE40068 X Establish communication methods and status reporting x Maintain Project RAID (Risks, Assumptions, Issues, Dependencies) Log Customer Responsibilities_ X Assign a Customer Project Manager to act as single contact point for Verint, responsible for Customer tasks and personnel x The Customer will provide a project document repository and workspace x Assist in the preparation and confirmation of Customer tasks, schedule, and resource assignments x Select appropriate application and technical design representatives Aai=1222 nom: X The Customer acknowledges that artefacts that are created during the project initiation stage of the project i.e. Project Schedule, Project RAID Logs, etc, are working documents that will be updated and maintained throughout the lifecycle of the project and therefore understand that these are not f n a i " versions of these artefacts. Verint have assumed that the Customer aspires to be self-sufficient in the CM Professional solution and has the necessary skilled and experienced resources to take on this responsibility during this phase of delivery. Verint have assumed that the Customer will provide dedicated resources for the duration of the project who understand the business requirements and are empowered to make decisions and take ownership of Customer project deliverables. Discovery and Design Stag This stage of the project ensures the high-level blueprint for all work is established and seeks to explore the future state functions and processes that have been agreed for inclusion in the project scope. The engagement is coordinated through the scheduling of a series of workshops facilitated by Verint and involving Customer resources with suitable knowledge of how the City operates service requests currently and what the future state needs to be to improve service delivery for citizens and employees alike. A key input to the workshops will be for the Customer to have details of the services requests, and associated integrations, in scope for Phase 1, described in terms of fields of data and integration points so that these can be reviewed and discussed. Verint will conduct one Discovery and Design workshop to discuss and capture the business, functional and non-functional requirements for the exemplar process integrated with Cityworks. The process will include a data capture form that will be configured to search for an individual or customer, search for location and display GIS mapping, and display data capture fields integrated with CityWorks. Verint will conduct eight (8) additional workshops each lasting an estimate of two hours to discuss and capture the business and functional requirements for two-way integrations for the OMS, WebTMA, Clevest, FASTER Web, TRAKit, NorthStar, Rubicon and Shelter Pro. The business areas and their supporting line of business applications in scope for the Discovery and Design stage are; Business Area VendorSoftware Waste water and Water Utilities Trim ble Cit Works Streets, Traffic and Drainage Cartegraph Operations Management System OMS Facilities Management TMA Systems WebTMA Page8 DocuSign Envelope ID: 2885Ao8E-C19D-4A67-AEA9-B63C9EE40068 Electric Utility Operations Clevest Solutions Clevest Fleet Management Permitting, Zoning and Inspections FASTER Asset Solutions FASTER Web CentralSquare j TRAKiT Customer Service and Utility Harris Utilities NorthStar Utilities Solutions Solid Waste Management Rubicon Technologies, LLC Rubicon Animal Services Shelter Pro Software Shelter Pro Workshops are typically scheduled on a per business area basis to assist with scheduling resource availability and ensuring best use of the business area's subject matter expert time. The workshops will use a persona based, userjourney approach to produce the requirements. During these workshops we will review the applicable user joumeys and the field level data to be captured to support these journeys. This data is encapsulated in a service request, which can include a data capture form, business rules, work queue routing, SLAB, notifications etc. The data capture form is part of the exemplar process which will be configured by Verint. The exemplar process will include Verint best practices for configuration and serve as an example form that the Customer may reuse or expand upon for the creation of additional service requests. An example of a service request could be graffiti which involves integrating CM Professional with CityWorks . The service request may begin with a citizen userjoumey by creating an online transaction or contacting an agent via a mediated channel e.g. phone or chat to report the issue and continue with a user journey for a member of the wastewater team actioning the service request in Cityworks through to resolution. It may also include intermediate user journeys for an agent handling follow-up enquiries about the service request or a citizen receiving updates via the customer portal or mobile app. Verint have assumed one (1) workshop to define the exemplar process with Cityworks integration, and eight(8) additional workshops each lasting an estimate of two hours to define the remaining eight(8) two- way integrations. Dpi i m�•� ��l�a: X Translation of Customer requirements into Product Backlog High level design showing Citizen and Agent user journeys to describe a consistent pattern of interaction throughout the lifecycle of a service request per business area. The user journey will include the exemplar data capture form with integration to Cityworks captured during the design workshop. The complete user journey will be defined as follows: 1. Creation of an interaction (via phone, email, web chat or Customer Portal) 2. Raising of a service request using the exemplar data capture form 3. Searching for and setting a customer 4. Searching for and selecting a location 5. Displaying a location on the map 6. Completing the exemplar form data fields 7. Submitting the exemplar form 8. Automatic creation of the service request in Cityworks through integration 9. Updates to notes and status of the service request from Cityworks 10. Automatic closure of the request from Cityworks Page9 DOGUSign Envelope ID: 28B5A08E-C1gD-4A67-AEA1-B63C9EE40068 x Integration design specifications for Cityworks, Cartegraph, WebTMA, Clevest, FASTER Web, TrakiT, NorthStar, Shelter Pro and Rubincon x Configuration requirements for case workflow and user setup and management Verint Responsibilities: x Provide a demonstration of CM Professional. x Facilitate workshops and work with the Customer to schedule workshop to review service request requirements for the exemplar process. .Work with the Customer to schedule technical workshops to discuss integrations, data sources case workflow, user setup and management. Customer es o s' 'lities: x Schedule and participate in workshops to review service request requirements for remaining business areas x Schedule and participate in technical workshops to discuss a subset of the service requests for each of the business areas to be discussed during the Discovery and Design workshops. x Coordinate participant schedules for the requirements and technical workshops x Ensure attendees are familiar with the Customers future process requirements and are empowered to make decisions about business requirements and technical design. x Ensure attendees are representative of the key stakeholders e.g. customer services, back office fulfillment team, IT, communications etc. x Secure training location, as appropriate, for the Verint Training sessions which will be delivered remotely. x Provide decisions on takeaway questions for sessions conducted. Assumsation: x Verint have assumed that the Customer can describe future business processes for the chosen exemplar service request to a level where the fields needed to capture data about the process have been defined and those data items needed for integration to other applications have been identified Verint have assumed that the Customer will provide dedicated resources for the duration of the project who understand the business requirements and are empowered to make decisions and take ownership of Customer project deliverables. Verint have assumed that the integrations to Cityworks will be based on a two — way integration approach that includes a data capture form with a maximum of 3 pages of data capture fields and field level mapping to the back office system using their published APIs. We have also assumed that status updates from Cityworks will be configured by the are party vendors as appropriate. Verint have assumed that the integrations to Cartegraph, WebTMA, Clevest, FASTER Web, TrakiT, NorthStar, Rubicon and Shelter Pro will be based on a two —way integration approach that includes mapping to the back office system using their published APIs. We have also assumed that status updates from these back office systems will be configured by the 3rd party vendors as appropriate. Verint have assumed an exemplar process consists of a data capture form that displays a GIS map, searches for a location, captures citizenlcaller information, allows the user to input data into specified fields. The exemplar process form is `submitted' and integrated to a back-office system e.g. CityWorks. This process can be initiated from an agent journey through the Employee Desktop or through the citizen journey using the Verint Customer Portal. x Verint have assumed that the Customer fully understands which back office, infrastructure and payments systems, as appropriate, will be integrated with CM Professional and can provide access to both the API interface and technical expertise (including any API examples or assistance required) to assist Verint in completing the integration. Pagel0 DocuSign Envelope ID: 28B5A08E-C19D-4A67-AEA1-B63C9EE40068 X Design documentation will be produced against the version of the third -party application API at the time of the design. If the Customer decides to change the systems, the API or software version this will be managed under change control. Configuration and Test Stage This stage will take the Product Backlog captured during Discovery and schedule a series of fixed duration sprints to complete configuration of the exemplar service requests, including the creation of integrations, along with other Verint deliverable and testing of the solution. Deliverables: x Configured Verint deliverables that have been integration tested by Verint and are ready for Customer User Acceptance Testing. x Verint Test Results showing details of tests conducted. Verint_R_ esnonsibilities: x Configuration of the following: o One exemplar service request data capture form with GIS mapping to drive integration to Cityworks including the configuration of the case classification, case workflow, queue setup, and creation of event codes for this process o Two-way integration to each of the following applications: Cartegraph, WebTMA, Clevest, FASTER Web, TrakiT, NorthStar, Rubicon and Shelter Pro X Integrations to GIS system using published APIs available over the Cloud and based on the agreed integration design specifications approved during Discovery and Design. x Customer Portal Essentials (CPE) and knowledge content management and search o As part of the CPE out of the box setup, Verint will configure basic CSS styling and application of a custom header 1 footer for Customer Portal Essentials. The Customer will provide the corporate styiesheet guidelines as well as any logos that are required. The Customer will perform any additional styling of forms or web pages as required. X Reporting based on OOTB standard reports o Verint have included 5 days of Technical Consulting support to the Customer on the OOTB standard reports provided to the Customer using Power Bl through the CM Professional Cloud Data API. .Verint will deploy our standard Identify Provider (Keyeloak) to provide single sign on using ADFS (Active Directory Federation Services). The customer will be required to provide the required ADFS configuration to allow Verint to configure Keycloak as well as managing the configuration required within MS ADFS x Verint will provide tools to load property data o Verint will execute one test load of property data on the Development environment and then provide instructions for the Customer to conduct subsequent, incremental loading of property data on Development and full property loads on Test and Production. If the Customer requires additional property data loads to be conducted by Verint this will be managed under change control x Verint will provide tools to load citizen data which consists of two cycles of loading citizen data in order to align with data protection stipulations. o Verint will provide the customer with the required file format for them to provide anonymous citizen data so that we can test the loader in the non -production environment. Page 11 DocuSign Envelope ID: 28B5AO8E-C19D-4A67-AEA1-B63C9EE40068 o The same file format will then be used by the customer to provide the actual citizen data for loading into the production environment. x Verint will configure email setup and the Customer will provide details of their Office 365 email accounts as part of the Customer On -boarding process to enable the hosted infrastructure to be provisioned. X Configuration of the Verint mobile solution using Go Native. x Verint will setup our Verint Web Chat solution. x Verint will configure Employee Desktop to integrate with the C u s t o mar's Cisco Client Software to enable screen -pop of the caller's details. x Verint will conduct end to end solution integration testing for the components of the solution we are responsible for delivering and share our test results with the Customer. Customer Responsibilities: x Updating back-office systems to send service request status updates using REST services for the exemplar service requests through to CM Professional for updates and case closure. X Integration testing - The customer shall assist with Verint testing as follows: o the provision of any test data required o provision of access to any third -party systems o provision of user accounts for third party systems for testing x GIS mapping o The Customer will provide any required GIS layers (including feature layers and base layers) that are needed. o The Customer will provide a reverse geocoding service, if required. o The Customer will provide a custom locator service, if required. o The Customer will provide open unauthenticated access to the GIS feature layers and attributes as required. Layers are assumed to be grouped into a single GIS service. o The Customer will generate a Case layer based on a view in the CM Professional Data API if existing Cases are to be displayed on the map. This should be a cached data source to reduce the number of calls on the CM Professional Data API. Any associated graphics should also be configured by the customer within GIS. o Up to 5 feature layers will be configured on the map with up to 5 business rules configured per layer. o Verint assumes that the Customer will be using ArcGIS based maps and that their GIS application will provide a public facing JavaScript API which Verint Forms will use to interact with the map X Property data loading - The Customer must: o Provide Verint with an up-to-date file to be loaded in the format specified by Verint. o Take responsibility for quality and accuracy of the data and the ongoing provision of data loading and updates ofthe Customer property data. x Citizen data loading o Ensuring the quality and accuracy of the anonymous citizen records and sanitizing any duplicate records found within the source data prior to creating the anonymous citizen data file in the required format for loading on the Test environment. o Ensuring the quality and accuracy of the actual citizen records and sanitizing any duplicate records found within the source data prior to creating the actual citizen data file in the required format for loading on Production. Page 12 DocuSign Envelope ID: 28B5AQ8E-C19D-4A67-AEA1-B63C9EE40068 x The Web Chat component will be integrated with the Verint Customer Portal Essentials site only. The customer shall be responsible for integrating the chat component with any other web sites as needed. x The Customer is responsible for the styling of the portal and data capture forms. Assumptions: x Verint have assumed that all integrations in scope will be based on published APIs from third party vendors. x Migration of existing knowledge management content is not included. x Verint have assumed there is no case or interaction history data to be migrated from the Customers incumbent applications to Verint CM Professional in the Cloud. x Verint Employee Desktop will be embedded within the Customer's Cisco Client Software for the purposes of integrating both applications. o Integration will be configured via a decorated URL. Cisco Client Software will provide Verint Employee Desktop with the CLI and DDI as URL parameters. o If SSO is required between the Verint Employee Desktop and Cisco Client Software, it will be facilitated through the Azure ID. Customer will create and execute user test cases for the agreed Verint deliverables. Verint will provide test scripts for Verint installed applications, configurations completed by Verint and integrations completed by Verint for Denton. Denton will be responsible for any test scripts for configuration completed by Denton, or any 3rd party applications Denton uses or owns as applicable, and the test scripts to be used for UAT (User Acceptance Testing). The testing will be performed in a controlled manner which allows Customer to verify and document that the test cases work as expected or capture details of any anomalies that may occur. Verint assistance with Customer specific user testing is billable under this SOW and Verint has already included up to ten (10) business days of Verint assistance. jpliverablas: x Customer UAT (User Acceptance Testing) of the Verint deliverables is complete with all Severity 1, Severity 2 and Priority 1 and Priority 2 issues found against Verint deliverables resolved. ' rInt Regp:nsibilitiws: x Verint will migrate the solution, including the Verint data capture form and associated integrations, from Development to Test in preparation for the start of UAT. x Verint will assist Customer with evaluating User Test results and identify which anomalies may require Verint investigation. x Verint will provide support to the Customer throughout UAT and will work with the Customer to resolve issues found with Verint deliverables. Customer Responsibilities: x Customer will take the lead on testing the solution and record any issues found with the solution. x Create Customer specific test cases and associated test data, including setup on third party systems providing integration to Verint CM Professional. x The Customer shall ensure that access to third party testing environments are available, as required, in a timely manner, supported by the third parties to ensure end to end integration testing can be completed F Page 13 DocuSign Envelope ID: 28B5AOSE-C19D-4A67-AEA1-B63C9EE40068 x Execute each test and confirm test results. • Document all test results and share with Verint. Assumptions: x Verint will be responsible for triaging defects that occur during UAT that are associated with any data capture form and 1 or integration that Verint have delivered. If Verint are requested to triage and resolve defects related to non-Verint deliverables this will be managed under change control . • Customer will provide relevant use cases to be used for testing as requested to allow Verint to complete basic integration validation prior to handover for UAT. Customer will own and proactively lead the user acceptance testing of the Verint deliverables. Customer will also ensure all tests are carried out and results are provided in a timely manner. The Customer shall ensure that access to third party testing environments are available, as required, in a timely manner, supported by the third parties to ensure end to end integration testing can be completed. This stage will be deemed complete when any Severity 1, Severity 2 and Priority 1 and Priority 2 defects of the Verint configuration are resolved, which include the exemplar process, user journey and additional two-way integrations. Transition to Go Lime and Operational Support Stage Verint will work with the Customer to create a Go Live plan to document the activities necessary to complete the rollout of the overall solution on Production to all Customer users. Defini tions x Production Ready is when the software system is ready for use by end users. x Go -live is when up to the agreed number of end users start to use the software system to perform work. Deliverable x Go Live Technical Assistance Support Handover constitutes final acceptance of the project X Any Severity 1, Severity 2 and Priority 1 and Priority 2 issues that arise during the post implementation period and assigned to Verint will be resolved Verint Responsibilitiesftasks x Work with Customer to create and document the Go Live Plan • Migrate the solution from Test on to Production and conduct an agreed set of regression tests along with the Customer to ensure the migrated solution is good to go. x On successful completion of the post migration regression testing Verint will work with the Customer to agree and plan the full rollout of the solution to the Production environment for a Customer users. •Any Severity 1, Severity 2 and Priority 1 and Priority 2 issues that arise during the post implementation period and assigned to Verint will be resolved xTransition to Verint Cloud Services constitutes final acceptance of the project Customer Res onsibilities/Tasks x Communicate any outstanding issues to Verint x Provide rollout schedule to Verint for review and feedback X Reserve training facilities if applicable and use Customer Trainers to conduct end user training X Ensure all Customer third party vendor environments are ready for go live. Page 14 DocuSign Envelope ID: 2865A08E-C19D-4A67-AEAi-B63C9EE40068 Assumptions: X Customer has prepared internal organization for go live of the solution. x Verint will support one (1) project go -live in accordance to the deliverables within this document. X Additional go -fives or go -live support is out of scope unless otherwise managed under change control. Section 3: Training Service: Training classes under this section are provided to Customer on a foxed fee basis and for the fixed fee Services Fee set forth in the Order. Verint provides two types of training: X Standard CM Professional traini ng o CM Professional provides a number of training courses that once completed will enable a customer to be self-sufficient in the creation and configuration of a number of capabilities including users, queues, case classifications, data capture forms and integrations and for Customer Trainers to prepare materials to train Customer end users. Verint will provide training materials for the courses listed in this SOW. Verint will expect the Customer to use the training materials provided by Verint to prepare and create the Customer End User manuals and any additional training materials specific to Customer use cases. X Skills transfer training CM Professional provides a series of workshops to share our experiences of configuring end to end service requests including guidance on how customers can use their CM Professional product knowledge to configure end to end processes Verint will provide the following training materials for the courses listed below to the Customer: Employee Desktop o Exercise Book o PowerPoint Slide Deck Business Configuration o Access to the Verint eLearning course o This includes the associated eLeaming videos and self -guided modules • Verint Forms o Access to the Verint eLearning course o This includes the associated eLeaming videos and self -guided modules Advanced Forms o Exercise Book o PowerPoint Slide Deck • Process Management o Exercise Book o PowerPoint Slide Deck Knowledge Management o Access to the Verint eLearning course o This includes the associated eLeaming videos and self -guided modules Verint provides a variety of delivery methods for training courses and fixed consulting workshops. The courses and workshops that are included in the Services in this SOW are detailed below under their respective delivery method. Standard CM Professional Training Verint will conduct the following training courses with Customer personnel. Page 15 DocuSign Envelope [D: 28B5A08E-C99D-4A67-AEA1-B63C9EE40068 Employee Desktop Prerequisites x Computer literate with an understanding of the Customer processes Audience x Customer Trainers, Business Analysts, Technical Configurators, System Integrators Objectives x The course provides a high degree of hands-on, intensive training on the Employee Desktop contact center agents and supervisors. Duration X Instructor -led training: 1 day ContentThe course comprises of the following modules: x Introducing Employee Desktop x Logging Interactions x Updating Cases x Exporting and Linking Cases Page 15 DocuSign Envelope ID: 2885A08E-C19D-4A67-AEA9-B63C9EE40068 X Creating Inquiries and Cases X Managing Customer Records X Setting the Interaction Client X Sending Messages X New Customers X Creating Letters X Script Flow X Working with Emails X Interaction Context X Enhanced Case Notifications X Case Handling X Note Labels X Providing Case Progress Reports Business Configuration Prerequisites x Employee Desktop X General IT and business skills Audience x Customer Trainers, Business Analysts, Technical Configurators, System Integrators Objectives x The course focuses on developing the skills necessary to configure and maintain Case Management Professional using the Configuration Studio. It provides a high degree of intensive, hands-on product experience. Duration x Verint Online Academy: Estimated Time - 8 hours Content The course comprises of the following modules: X What is Engagement Management X Configuring and testing a process Professional? definition X An overview of the configuration process X Customer notifications X Creating an admin user X Online forms and browser events X Configuring classifications X Adding service requests to the customer portal X Creating work queues X An introduction to authoring knowledge X Configuring security groups X Creating Scriptflows x Configuring tasks X Summary and quiz X Form definitions m rint F0,911S Prerequisites X Business Configuration Audience Page 16 DocuSign Envelope ID: 28B6AO8E-C1gD-4A67-AEA1-B63C8EE40068 X Customer Trainers, Business Analysts; Technical Configurators. Objectives .The Verint Forms application provides the capability to rapidly develop and deploy custom web based and in application forms. Content and forms can be served using the Customer Portal Essentials capability of the Case Management Professional solution. This provides a Platform accessible to citizens over the web in self-service and CSC agent -assisted modes. During this course you will learn how to configure a form and explore the features available within the tool. Duration Verint Online Academy: Estimated Time - 3 Hours Content The course comprises of the following modules: X Introduction to Forms X Introduction to the Forms Builder X Configuring Forms X Areas and Widgets x Validation and Publishing a Form X Buttons and Conditional Rules X One to Many Widget X Look and Feel x EM Professional Integration X Additional Functionality x Quiz X Summary The course is supplemented with demonstrations and examples and provides the student with extensive hands-on product experience. E4ctvanced Yerinf Firms Prerequisites x Verint Forms x Familiarity with SOAP Web Services x Basic knowledge of XPath and XSLT x Basic knowledge of HTML and JavaScript Audience x Customer Trainers, Technical Configurators Objectives x Within this course we explore the technical aspects of Verint Forms and the Verint Forms Adapter. You will learn how to extend the functionality of Verint Forms using Web Services, JavaScript, Database Calls, how to configure localization and the migration features available within the tool. Duration X Instructor -led training: 2 days Content The course comprises of the following modules: This documentcontains proprietary and confidential information of Verint Systems Inc. and may not be distributed to persons or organizations for whom it was not intended. Page 17 DocuSign Envelope ID: 28B5AOSE-Ci9D-4A67-AEA1-663C9EE40068 X Introduction to the Online Form Adapter X Event Mapping and Services X Using 3rd Party Web Services x Web Services and Online Form Maps X Sending Rich Email from Forms X Expanding actions using JavaScript x Localization X Uploading and downloading content x Migration across systems X Responding to actions using JavaScript The course is supplemented with demonstrations and examples and provides the student with extensive hands-on product experience. Process Management Prerequisites X XML, XSL and XPath X Web Services x CM Professional Audience x Customer Trainers, Technical Configurators Objectives xThis hands-on course provides delegates with an introduction to the Process Management tool. Attendees will learn its use cases and now to create, test and implement a new process using th Process Management interface. They will also learn how to configure and test their own REST services in Process Management. Duration X Instructor -led training: 2 days Content x Process Management Overview X Designing a Process x User Interface X Routing x Key Concepts X Scheduling X Event Publisher Overview Knowledge Management Prerequisites x Knowledge of the CM Professional Employee Desktop is beneficial but not required. Audience x Customer Trainers, Business Analysts Objectives Page 19 DocuSign Envelope ID: 28B5A08E-C19D-4A67-AEA1-563C9EE40068 .This course provides knowledge administrators, authors and analysts with a clear understanding of how the Funnelback search and Knowledge products work in relation to CM Professional Duration X Verint Online Academy: Estimated Time - 45 minutes Content X Knowledge Management Overview X Curator and Tuning X Indexing and Collections X Facets X Best Bets X Knowledge authoring x Synonyms X Service Requests and Knowledge Skills Transfer Training Verint will provide five (5) days of skills transfer training using a series of workshops to share our approach and best practice guidance when configuring end to end service request processes, including how the Customer can use their CM Professional Product knowledge to configure end to end processes. Prerequisites x Customer attendees have completed the Standard CM Professional training x Customer attendees have domain knowledge of the previously defined service requests, including third party applications and infrastructure components e.g. GIS. Audience x Customer Trainers, Technical Configurators Objectives x This hands-on course provides delegates with an introduction to how Verint uses best practice principles to configure end to end processes on CM Professional. Duration Instructor -led training: 5 days Delivemblcs X Completion of Standard CM Professional Training and Self -Sufficiency Training sessions. Verint Res nsibilities: x Work with the Customer Project Manager to schedule the Standard Training and Skills Transfer training during the Discovery and Design stage of the project. Customer Responsibilities: X Identify team members to receive and attend each training or consulting session X Download Verint course materials and make available to all participants prior to and during training o Note: If FTP is not an acceptable means for file transfer, Customer will provide a large file transfer solution acceptable to Verint Page 20 DocuSign Envelope ID: 28B5A08E-0190-4A67-AEA1-B63C9EE40068 Assumptions: x Verint have assumed a Train the Trainer approach to Customer end user training and have assumed that the Customer will provide suitably skilled and experienced Trainers who will create the training material for Customer end users. X Verint will conduct one set of training courses during the Discovery and Design stage of the project and assume that Customer Trainers, who will conduct end user training, will attend those courses. During the Skills Transfer training sessions Verint will use previously defined service requests as examples of best practice use of the CM Professional solution capabilities. • Verint will not be responsible for delivering additional training sessions if attendees miss presentations and demonstrations, attendees do not meet the pre -requisites for the course, or when attendees fail to complete the self -paced exercises within the allotted period. Requests for additional training will be managed under change control. Verint have included CM Professional training courses for the Customer and have assumed that those attending the training are computer literate, have general IT skills and are familiar with configuring application software. • The Customer accepts and acknowledges that the training material that will be used are standard training courses that are used to train all Verint CM Professional customers and cannot be tailored to suit specific Customer requirements. Verint are not responsible for the abilities of the Customer's attendees at Verint training courses to understand and apply the training they have received. This document contains proprietary and confidential information of Verint Systems Inc. and may not be distributed to persons or organ¢ations for whom it was not intended. Page 21 DocuSign Envelope ID: 28B5A08E-C19D-4A67-AEA1-663C9EE40068 Section 4: Attachments Attachment A: Project Role Descriptions Verint Project Roles The Verint Project Manager and Customer's Project Manager as defined below, will identify necessary team roles including but not limited to the below and ensure the appropriate team personnel are engaged throughout the project life cycle as required • Project Manager: This individual is responsible for managing the implementation process to completion and is the primary contact for the Customer. The Verint Project Manager is the facilitator for all project activities and is responsible for managing project budget, scope, timeline, and scheduling of all Verint resources. • Solution Architect: This Verint team member is responsible for the project's technical leadership, validates solution design, and assists with technical requirements and tasks, and site preparation. • Technical Consultant. This person performs integrations of Verint software and configuration with third parry systems including telephony, database, and other non Verint applications. • Application Learning Consultant: These individuals conduct training through a variety of delivery methods, virtual classrooms via webinar, or onsite. Customer Project Roles In an effort to provide some guidance for required resources and technical skill sets, following is a standard set of customer roles and responsibilities. During early implementation efforts, these roles or responsibilities may overlap and may be filled by more than one individual. • Project Sponsor. The Project Sponsor is responsible for the overall success of the deployment. This role will typically involve managing the strategic focus of the organization, ensuring the solution aligns with the customer service improvement initiatives and supporting Corporate IT strategies. They will usually be responsible for soliciting senior management stakeholder support to drive the program of change and be responsible for ensuring the project is on track to deliver the required business case benefits. • Project Manager: The Customer Project Manager will be responsible for the day to day operational delivery of the project phasing for the customer, working in tandem with the Verint Project Manager. They will have responsibility for ensuring that resources are appropriately skilled to participate in the project, and delivery the Denton assigned configurations. • Technical/Application Architect: The Architect will be responsible for making sure the overall application solution meets the project requirements. They need to have an excellent knowledge of the application landscape be instrumental in deciding how the technical consistency and coherence of the overall solution will be met. • Subject Matter Experts: The SMEs will be responsible for providing input on how current processes work and will be empowered to decide on the future state operating model within the Discovery & Design Phase. • Business Consultants / System Administrators /Technical Consultants: This role will be responsible for configuring the customer assigned processes and integrations within the project lifecycle. • Test Leads/ Testers: Test Leads and Testers will be responsible for preparing test cases, developing test materials, creating any test data, and executing test cases. These resources will also be involved in unit testing the customer configured elements of the system (e.g. specific processes and forms), • Trainers: Responsible for training the Customer end users e.g. Agents and back office resource as appropriate. This document contains proprietary and confidential information of Verint Systems Inc. and may not be distributed to persons or organizations for whom it was not intended Page 22 DocuSign Envelope ID: 28B5A08E-C19D-4A67-AEA1-B63C9EE40068 Attachment B: Sample Change Order Request Form Date Change Order # Customer Name SO# Verint VP Total Quote Cost: Verint Project Manager Change Information Summary or Requested Change: [indicate below] Application(s) Release Affected Site(s) Total Quote Cost: $ New Quote #: [ ] Fixed Fee [ ] Time & Material [ ] Mixed "T&M Project Over -Run [ ] Yes [ ] No Additional Time by Resource Type (Scope) Resource Type Days/Hours Resource Type Days/Hours PO Required [ ] Yes [ ] No PQ Number New SOW Required [ ] Yes [ ] No Customer Acceptance Customer Representative (Namefritie) Authorizing Customer Signature/Date i Phone Number Email Address Agreement Incorporation- The terms and conditions of the original order (referenced above) will govern this agreed upon change. This document contains proprietary ana conudentialm rm ion o erm ys ems Inc. and may norbe disiri6u-fedlo persons or organ¢afonsTor whom it was not intended. Page 23 DocuSign Envelope ID: 28B5A08E-C19D-4A67-AEA1-B63C9EE40068 Attachment C: Sample Milestone Completion of Services Form Client and Project Information Client: Description Project Name: Project ID: Address: Responsible Party: Email Address: Telephone: Purchase Order #: Purchase Order Amount: Milestone(s) or Services Completed Milestone # Description Date Completed Invoice Amount Milestones set forth in this Confirmation of Services (COS) document must either be accepted or rejected within seven (7) days of submission by Verint; if rejected, Customer will furnish details of rejection sufficient for Verint to re -perform and correct the affected Service(s), after which a new COS shall be provided for Customers acknowledgement. The parties acknowledge that work on all future milestones may either be temporarily halted or will not commence until resolution is reached on any milestone not accepted. In the event Customer fails to accept or reject this COS by the end of the seven (7) -day period, the applicable Service will be deemed delivered complete and accepted. Customer confirms that that the undersigned is authorized to acknowledge completion of the applicable milestone(s) on behalf of Customer. Customer Acceptance Customer Representative Phone (NamelTitle): Number: Authorizing Customer all Signature/Date: Address: Executive Summary DocuSign Envelope ID: 28B5A08E-C19D-4A67-AEA1-B63C9EE40068 Executive Summary Verint is a leading provider of municipal customer service (CRM) solutions that can help the City optimize your citizen engagements with consistent and contextual citizen journeys across contact center, web, mobile, social, agent, and counter experiences as well as emerging Al experience such as Amazon Alexa ! Google Assistant. Verint has long been a market -leader for the provision of 311 Citizen Service solutions and we welcome the opportunity to discuss how our solutions have been used by the public sector to vastly improve customer service for their citizens at over 200 municipalities worldwide including municipal customer service customers such as City of San Francisco, City of Minneapolis, and City of Buffalo. Also, recent success within the past 12 months include: VERINT. Deployment of a web and mobile portal for the City of San Antonio: htt s://311.sanantonio. ovl • Large contract with Los Angeles County to help their department of Social Services contact center deal with the effects of Covid-19 Transformative upgrade and expansion including mobile, portal with City of Vancouver • Currently in final contract negotiations to deliver a next generation 311 solution for City of Boston following their failed Salesforce implementation Our approach incorporates best practices for service delivery based on experience with our customers and advice from public sector domain experts. This experience and our qualifications will ensure the City can implement the lowest risk and most cost-effective solution available. The City requires a partner capable and experienced in delivering a successful implementation on such a high priority and high profile project. Verint is confident that we possess the right combination of experienced people, knowledge of citizen service delivery processes and engagement management enabling technology to meet all your objectives and support your initiative. Developing an Engaging Solution The City needs a solution that creates a seamless, personalized citizen experience regardless of the channel. With a modern engagement approach, each citizen interaction can become an opportunity to gain a loyal advocate for your customer service approach. This can dramatically enhance the City's brand and in so doing the credibility of the Executive Leadership team. Leveraging automation through artificial intelligence and advanced analytics and focusing on open, flexible solutions, you can drive exceptional Unauthorized use, duplication, or modification of this document in whole or in part without the written consent of Verint Systems Inc. is strictly prohibited. All marks referenced herein with the @ or TM symbol are registered trademarks or trademarks of Verint Systems Inc. or its subsidiaries. All rights reserved. All other marks are trademarks of their respective owners. © 2020 Verint Systems Inc. All rights reserved worldwide. DocuSign Envelope ID: 2885Ao8E-Ci9D-4A67-AEA1-B63C9EE40068 VERINT. citizen service and have a highly engaged employee workforce. Verint helps you elevate the citizen experience and heighten employee engagement by: i a Because our solution is open, easy to deploy, and simple to use. It can reduce complexity in your existing operations driving down costs. It also provides flexible and cost-efficient integrations to protect your existing investments and help with department buy -in. Modernizing: It's time to modernize and be ready for the future. Want a smooth transition to cloud? No problem. Want a modernized architecture to analyze your data? Our solutions capture rich and detailed citizen and transaction data that can be shared easily across your enterprise to make proper data -driven decisions. Automating: Get serious about automation. Our automation capabilities can help you reduce the cost and errors associated with manual work and enhance personalized, and more enjoyable. Barrie "While our city is growing, our citizens' expectations are changing. They want to do more things digitally, and that includes interacting with city government via self-service across a range of online channels. At the same time, when they have more complex questions or requests, they want to be able to engage with service agents who are knowledgeable, efficient and deliver assistance quickly. Verint's solutions can help us meet these expectations, creating operational and cost efficiencies while providing first-class service for our citizens across their channels of choice." — Rebecca James -Reid, Executive Director, City of Barrie citizen experiences to be faster, more Verint believes there are several key points summarizing why the City would benefit from implementing our solution: CRM Solution specifically designed for Government: Verint provides a CRM Solution that is purpose built for the Public Sector and only used by the public sector. Most other vendors have a private sector CRM solution that they try to force into a government organization through customizations. This leads to potential delays, functionality gaps and upgrade challenges. Additionally, Verint's product roadmap is geared towards the needs of government. Why this is important to you: Having a government specific solution, and with a single vendor to deal with, Verint is the lowest risk to implement, especially with the fast time frame that the City has. And with no customizations and a 100% government focused product roadmap, the City can be assured of having a solution they will not grow out of. Global Government Implementation Experience: No other vendor has the public sector experience of Verint with more municipal implementations than any other CRM vendor. We also utilize our own professional services and our own support team ensuring the City has a single point of contact and a "one hand to shake, one throat to choke" experience. Why this is important to you: By not utilizing implementation partners, the City won't be stuck in the middle of two vendors pointing fingers at each other should an Unauthorized use, duplication, or modification of this document in whole or in part without the written consent of Verint Systems Inc. is strictly prohibited. All marks referenced herein with the ® or TM symbol are registered trademarks or trademarks of Verint Systems Inc. or its subsidiaries. All rights reserved. All other marks are trademarks of their respective owners. O 2020 Verint Systems Inc. All rights reserved worldwide. DocuSign Envelope ID: 28B5A08E-C19D-4A67-AEA1-B63C9EE40068 VERINT issue arise. Because the other software providers rely on many implementation partners, each specific partner has only implemented at most a handful of municipal customers while Verint's team has implemented over 200 municipalities. Largest Local Government CRM User Community: In choosing Verint, the City would become a member of, and have access to, the largest CRM local government customer base and user community of any CRM Vendor. Verint has used its own peer-to-peer collaboration platform to create a vibrant online resource and active community for its customers. Online materials such as manuals, self -guided training, discussion forums, and customer webinars are just a few examples of the tools available within this platform. Why this is important to you: The City would have access to other customers throughout the world as well as Verint developers and consultants to share ideas and best practices. Part of Verint's Customer Service Platform: Verint's CRM is part of a comprehensive suite of solutions that are designed to help organizations with their citizen service needs and initiatives. The City will have access to a broad portfolio of solutions which can be used to drive additional value over and above the scope of this RFP. Whether you have a future need for a Voice of the Citizen (VOC) solution, need biometrics to combat customer fraud, know that Verint has the tools ready and waiting to help with your citizen service initiatives. Why this is important to you: Verint can be a partner not only for this initiative but for other citizen service initiatives the City might have in the future. vendor helps drive efficiencies and savings, from purchasin management. Having an existing g to vendor Flexible Licensing and Deployment: We typically provide implementations as a combination of onsite and remote activities, but with the travel restrictions in place with COVID-19, we have the tools and processes in place to perform the implementation 100% remotely and are doing so currently for several projects. Depending on travel and isolation restrictions that will be in place at the time of project kickoff, Verint will adjust a project plan to either have a 100% remote project or if possible, a combination of remote and onsite services. We support options for licensing and deployment to ensure the City gets the most cost-effective and flexible solution over the long-term. While we are offering SaaS/Cloud for the City, we can also deploy on premise, in the cloud (via Verint, a City partner or 3rd party like AWS/Azure), or as a hybrid implementation. Additionally, we can offer SaaS pricing or a traditional License/maintenance model. Unauthorized use, duplication, or modification of this document in whole or in part without the written consent of Verint Systems Inc. is strictly prohibited. All marks referenced herein with the 0 or TM symbol are registered trademarks or trademarks of Verint Systems Inc. or its subsidiaries. All rights reserved. All other marks are trademarks of their respective owners. © 2020 Verint systems Inc. All rights reserved worldwide. 3 DocuSign Envelope ID: 28B5A08E-C19D-4A67-AEA1-B63C9EE40068 VERINT Why this is important to you: Market trends and business needs are ever- changing. Partnering with Verint will ensure you are never constrained by restrictive pricing or delivery models. Recent Market Momentum: Verint has had significant market momentum in the past few years with small and large government organizations throughout the world investing and reinvesting significantly with us. These projects are delivering against current and future market trends including GDPR implications, Artificial Intelligence (e.g. Amazon Alexa) integration, analytics, modern digital omni -channels (e.g. chatbots), etc. As mentioned previously, several large municipalities have invested heavily in our solution in the past 6 months. Why this is important to you: This means that we can leverage the experience and learnings from delivering similar projects (both in your country and from around the world) and bringing these new perspectives and initiatives to the City. Example global customers who have invested with us since 2016 z,Q2a 2018 'CITY of AM VAPJCOIUR UE . 2017 , ` Minneapolis city nrta c obf . 2016 Heti �5 I�Came0l�rue � ` ' ' •E©IN[iVRGH 1�evuGas�Ie 50UFHAMPTON , C", co �i iVITEC �1i81ACQ tt,.rvwrk. NptS 1�m fBarrie ENFIELDLanarkshire r, , c ... , c Charnwood—� o�Au To. Wiffilipeg CITY of BOSTON re.00a»couvcx. — Verint — A Proven, Trusted Partnev With the recent financial uncertainty, it's more important now than ever before to choose a company with strong financials and a long profitable history. Verint is one of the 1001h largest software companies in the world with 10,000 customers in over 180 countries. Most of the other vendors you will be considering are relatively small implementationlreseller firms that might not have the financial capital to sustain a prolonged downturn. As "The Customer Engagement Company"-Im, Verint is an established global leader with over two decades of experience helping organizations worldwide improve their customer engagement operations. Our strategy is to help organizations meet their strategic goals by simplifying, modernizing, and automating customer engagement across the enterprise. For most governments, citizen engagement is no longer just a contact center function. It has become a responsibility shared across many parts of the enterprise. To support the needs of our customers, we offer a broad portfolio of customer engagement solutions that address requirements throughout the enterprise, including contact centers, back-office and 'drop-in center' operations, self-service, ecommerce, customer experience, marketing, IT, and compliance. Unauthorized use, duplication, or modification of this document in whole or in part without the written consent of Verint Systems Inc. is strictly prohibited. All marks referenced herein with the® or TM symbol are registered trademarks or trademarks of Verint Systems Inc. or Its subsidiaries. All rights reserved. All other marks are trademarks of their respective owners. © 2020 Verint Systems Inc. All rights reserved worldwide. 4 DocuSign Envelope ID: 28B5Ap8E-Cl9D-4A67-AEAl-863C9EE40068 LTJAAIM Independent industry experts, such as Forrester, Gartner, and Ventana Research, have all recognized Verint as a leader in customer engagement. At Verint, we understand that investments in software, services, and technology require careful consideration. We also recognize the importance of working with a trusted provider with a proven track record of success. We have more than 10,000 customers and a large partner network globally, helping us drive ongoing innovation in our award-winning offerings. We focus on developing customers for life and have been recognized as a "CRM Service Winner" for 10 consecutive years. In closing, we thank you for the opportunity to propose a solution to help address your business goals and challenges. We look forward to advancing in your review process, earning your business, and implementing a successful partnership with the City. VERINT. Powering Actionable Intelligence" M Customer Engagement 5okitions l Cyber Intelligence Solutions Engage with us online: w6 "weriflLconl Unauthorized use, duplication, or modification of this document in whole or in part without the written consent of Verint Systems Inc. is strictly prohibited. All marks referenced herein with the 0 or TM symbol are registered trademarks or trademarks of Verint Systems Inc. or its subsidiaries. All rights reserved. All other marks are trademarks of their respective owners. © 2020 Verint Systems Inc. All rights reserved worldwide. 5 Project Plan Proposal DocuSign Envelope ID: 28B5A08E-C19D-4A67-AEA1-B63C9EE40068 Project Plan Proposal VERINT Acknowledgement of the specifications outlined in the RFP and a confirmation of your ability to fulfill these specification, or a detailed explanation regarding any limitations. Verint acknowledges the specifications outline in the RFP and can confirm we have the capabilities to fulfill these specifications. A high-level proposed implementation and set up project plan. The project timeline should start at contract execution, including estimated project initiation time, and conclude at the completion of all required tasks, including user training. The proposed plan(s) for developing system integrations may be detailed separate from the main project plan, Though, the project plan should specify if these would be developed in parallel or at specific points in the implementation plan. Please see the City of Denton Outline Project Schedule provided at the end of this document for the proposed project timeline. High -Level Pronosed Implementation Our proposed implementation for the Verint EM Professional solution to Denton and the outputs required include the following high-level deliverables: • Commissioning of EM Professional in Verint Cloud • Discovery and Design workshops to review the requirements and solution design for Verint to deliver exemplar processes for each of the noted integrations and services areas e.g. Cityworks, Cartegraph (OMS), WebTMA, Clevest, FASTER Web, TRAKiT, Northstart and Compuweight. • Skills transfer training to Denton to empower you to configure some of the data captures forms needed for the solution • Configure and test the solution • Complete User Acceptance Testing on the single, phase solution by Denton • Transition the solution into Production The table below provides an overview of the key project delivery stages and outcomes Commission Verint will complete the Customer On- Customer engagement platform EM Boarding process to commission the environments ready for use Professional EM Professional solution components Components on the Verint Cloud environment. Project This stage sets the foundation for the Initiation and project, starting with a review of project Planning goals, scope and roles and responsibilities Project Kick Off Workshop o Team structure o Project scope o Project governance Unauthorized use, duplication, or modification of this document in whole or in part without the written consent of Verint Systems Inc. is strictly prohibited. All marks referenced herein with the ® or TM symbol are registered trademarks or trademarks of Verint Systems Inc. or its subsidiaries. All rights reserved. All other marks are trademarks of their respective owners, 0 2020 Verint Systems Inc. All rights reserved worldwide. DocuSign Envelope ID: 2885AOSE-C39D-4A67-AEA9-B63C9EE40068 Discovery and Verint will work with Denton to schedule Design a series of workshops to review the service request requirements for the exemplar process we will deliver, including integrations to GIS and the eight line of business applications. The associated project artefacts that will need to be created to describe the design VERI NT Agreed Requirements Backlog for an exemplar service request types and integration points. Agreed project plan to deliver solution Integration design specifications for each of the eight line of business system integrations Skills Transfer Training Verint conducts a combination of core product training and skills transfer, using exemplar processes, which will empower Denton to apply their knowledge to configure end to end service requests using forms and integration functionality. Denton staff attend and complete the self-sufficiency training on key components of the Verint EM Professional solution. Configuration, During this stage of the project the Series of planned activities to Build and Test target solution agreed during Discovery configure and build the Denton and Design will be created and this will solution involve several key deliverables including: Completion of Verint integration and functional testing of the • Applying several capabilities to agreed solution the solution; business Completion of Denton UAT (User configuration and setup of Acceptance Testing) of the users, queues, classifications, agreed solution access security, standard out of the box reporting (50 standard reports), one time citizen data load, property loader, CTI screen pop, GIS, knowledge management and authoring setup, mobile application, web chat, customer portal and email integration Verint to deliver exemplar processes and integrations to Cityworks, Cartegraph (OMS), WebTMA, Clevest, FASTER Web, TRAKiT, Northstar and Compuweigh • User Acceptance Testing will be conducted Unauthorized use, duplication, or modification of this document in whole or in part without the written consent of Verint Systems Inc. is strictly prohibited. All marks referenced herein with thee or TM symbol are registered trademarks or trademarks of Verint Systems Inc. or its subsidiaries. All rights reserved. All other marks are trademarks of their respective owners. 0 2020 Verint Systems Inc. All rights reserved worldwide. 2 DocuSign Envelope ID: 28135A08E-C19D-4A67-AEA1-B63C9EE40068 Transition to At the beginning of this final project Go Live and stage, the deployment plan and support Operational project documentation are finalised. Support End user training is conducted, project go -no-go checklists are actioned, and post -production support is put in place. VERINT, End user training is conducted by the Customers Trainers The approved solution is migrated from non -Production to Production A Beta test run of the go live activities are conducted and any issues resolved Full production go live is planned and conducted Post implementation support is put in place Transition to Verint Support for ongoing support is completed. A proposed/standard user training plan. This plan should be the provider's recommend training approach considering the size and scope of the project. Additionally, the provider should identify if the following options are available in substitution or addition to the proposed training (with pricing, availability and limitations listed): As a leading provider of Customer Engagement Management solutions Verint understands that having the best technology does not guarantee success. Success is a combination of the right tools and the right skills. Verint's approach to training our customers provides the pathway for organizations to get the most out of their investment in the Verint Engagement Management Professional solution. Our training will enable the City of Denton to become proficient in both creating and operating business solutions using Verint Engagement Management Professional. This will greatly reduce the risk of project failure and improves job performance Two factors that affect the success of training are: • Ensuring the right people attend; our courses have prerequisites; it is imperative that these are met • The timeliness of training; courses should be attended in the correct sequence and at the appropriate times in the project implementation. Our goal is simple — to deliver quality training to the right people, at the right time, in a cost- effective manner. Verint's approach to training staff for Denton is to deliver three integrated learning experiences: classroom -based, formal instruction by Verint Trainers using the Verint EM Professional solution to understand the application's features and practice configuring them; skills transfer workshops with Verint Professional Services staff to convert these skills and best practices into some exemplar service requests and repeatable design patterns; Train -the -Trainer consultancy to assist Denton Trainers to deliver training of the approved solution to end users. Unauthorized use, duplication, or modification of this document in whole or in part without the written consent of Verint Systems Inc. is strictly prohibited. All marks referenced herein with the® or TM symbol are registered trademarks or trademarks of Verint Systems Inc. or its subsidiaries. All rights reserved. All other marks are trademarks of their respective owners. 3 0 2020 Verint Systems Inc. All rights reserved worldwide. Docusign Envelope ID: 28B5AO8E-ClgD-4A67-AEAl-B63C9EE40068 VERI NT. Verint's approach has been used in varying degrees with all our EM Professional customers and is guided by the following principles: • Institutionalize Product Knowledge, Skill and Ownership to the City at the outset • Deliver professionally developed, customer -tested training courses that flow in a logical manner and are suited to the appropriate skill mix and job function • Provide the best learning environment, namely hands-on, exercises -driven, instructor -led courses • Leverage the skills and experiences of the City's resources who knows its users, business processes and location the best, to manage and deliver organizational change. Instructor -Led Training Our instructor -led training is the most effective method of training, as it best facilitates real - interaction, the sharing of in-depth information and direct responses to questions. Our instructors are Verint Trainers who go through a rigorous process to ensure that they are fully competent in the Verint EM Professional solution capabilities. Constant customer interaction in a class setting means that our trainers understand how our customers will likely use our products and can therefore offer exceptional value by providing real world examples of how functionality has been implemented at other customer deployments. Instructor -led courses provide staff with an environment to use the application, using examples, with step-by-step documentation on the various functions of Verint EM Professional, with exercise guides provided for practice and future reference. An experienced trainer leads these courses, providing instruction, support and answering questions. Verint course materials vary depending on the course, but all are available as a course download and generally include the following: • Business Process Concept Slides. Concept slides are typically developed using Microsoft PowerPoint and present overview and background information that users need to know about their EM Professional solution and the new business processes. • Training manuals. Each training manual component will contain instructions on how to perform tasks (within the context of the business process), screen captures, sample forms and reports (as applicable). • Exercise Manual and Solution. Hands-on exercises allow users to practice on the system in a supportive environment where they can receive immediate guidance and feedback from the instructor. • Sample configuration, used by trainees for exercises • Videos of configured processes and other capabilities Skills Transfer Training The Verint self-sufficiency model is based on a skills transfer activity designed for those customer resources within the organization responsible for defining and implementing business processes, including data capture forms and integrations to back office applications. The primary objective is to provide these business and technical resources with the skills necessary to define and configure business processes as well as to expand and administer the Verint EM Professional solution after go -live. Unauthorized use, duplication, or modification of this document in whole or in part without the written consent of Verint Systems Inc. is strictly prohibited. All marks referenced herein with the® or TIN symbol are registered trademarks or trademarks of Verint Systems Inc. or its subsidiaries. All rights reserved. All other marks are trademarks of their respective owners. © 2020 Verint Systems Inc. All rights reserved worldwide. 4 Docu Sign Envelope ID: 28B5AOSE-Cl9D-4A67-AEA1-1363ME40068 VERINT, The self-sufficiency approach involves a mixture of workshops as a follow on to the instructor led training providing attendees practical experience with the processes and use cases that are being configured. The workshops and the skills transfer approach will cover the following: • Outline a Process flow • Discuss best practice to include: o Use Case development o Test case development • Explain creating and working with a Verint Online Forms Template o Create a Template Verint Online Form o Add Service pages to Verint Online Form • Configure pages to meet process flow, using JavaScript and Adapter process as needed • Configure pages to capture required data Train the Trainer — Orcianizational Chancie Implementing the Verint EM Professional solution for Denton will be a fundamental transformation of people, processes and technologies. Staff at all levels of the organization will need to understand the Verint solution and how to use the new features and benefits that it will provide. In addition, the new solution will foster change in business process and procedures to support the core business operations of an enterprise, digital platform initiative. Successfully improving how the Denton provides customer service and the staff who support the business operation will be dependent on how well management and employees are equipped to operate in the new business change environment. The extent to which the workforce can quickly adapt substantially depends on the quality of the training approach, delivery mechanisms, and outcomes. Verint's advice is to keep the training strategies simple — to deliver quality training to the right people, at the right time, in a cost-efficient manner. Our goal is to keep trainees focused on achieving prescribed results and to provide them with the necessary performance support tools to continue to reinforce the learning on the job site. In order to achieve these goals, Verint will provide a Train -the -Trainer approach that will help Denton Trainers plan for and prepare their end user training strategy and materials that will be deployed to underpin the organisational change they identify for users of the EM Professional solution. The approach will cover the following guidelines: • Prepare appropriate materials to meet end user needs and roles to provide a point of focus for the training • Ensure the business requirements for the training are being met • Decide the audience's prerequisite knowledge • Determine the high-level training goals • Create the low-level learning outcomes and objectives for the solution Unauthorized use, duplication, or modification of this document in whole or in part without the written consent of Verint Systems Inc. is strictly prohibited. All marks referenced herein with the O or TM symbol are registered trademarks or trademarks of Verint Systems Inc. or its subsidiaries. All rights reserved. All other marks are trademarks of their respective owners. 5 O 2020 Verint Systems Inc. All rights reserved worldwide. DocuSign Envelope ID: 28B5A08E-C19D-4A67-AFAl-B53C9EE40068 VERI NT. To help identify how the current user community roles and responsibilities may need to change to accommodate the deployment of EM Professional Verint will provide guidelines on the advantages and disadvantages of the following: • Questionnaires and surveys Interviews and observations Focus groups Verint Pronosed Functional Training Our web -based classes include a well-balanced mix of formal presentation of concepts, product demonstration, and Q&A sessions, plus ample opportunity for hands-on practice and case studies to reinforce the students learning. Course Description Topics include (but are not limited to); logging interactions, searching for EM Professional Desktop customers, creating customer records, 1 Day Web resolving enquires, creating cases, rasing scripts, searching for knowledge, handling cases, working with letters and emails. The course focuses on developing the skills necessary to configure and maintain EM Professional using the Configuration Studio. EM Professional Business The topics covered include (but are not Configuration limited to); managing users, creating work 2 Days queues, designing workflows, creating case types, managing classifications, tasks, escalation rules and managing client notifications. The Online Forms application is part of the Digital First solution offered by Verint. It provides the capability to rapidly develop and deploy custom web based and in Online Forms application forms. Content and forms can be 1 Day served using the Portal capability of the Digital First solution. This provides a Digital Engagement Platform accessible to citizens over the web in self-service and CSC agent - assisted modes. Within this course we explore the technical aspects of Online Forms and the Online Forms Adapter. You will learn how to extend the functionality of Online Forms using Web Advanced Online Forms Services, JavaScript, Database Calls, how 2 Days to configure localization and the migration features available within the tool. Unauthorized use, duplication, or modification of this document in whole or in part without the written consent of Verint Systems Inc. is strictly prohibited. All marks referenced herein with the Q or TM symbol are registered trademarks or trademarks of Verint Systems Inc. or its subsidiaries. All rights reserved. All other marks are trademarks of their respective owners. © 2020 Verint Systems Inc. All rights reserved worldwide. 6 DocuSign Envelope ID: 28135A08E-C19D-4A67-AEA1-863C9EE40068 With Process Management, users can provide configurable integrations between Verint EM Professional and other enterprise systems. This course will teach the user Process Management how to trigger a process from an EM Professional event and configure REST APIs, how to create routing rules and ingest data into Process Management, and how to schedule tasks. VERINT 2 Days a. On-site Training Due to the world-wide pandemic, Verint will provide remote and on -demand training. b. Remote Training (es. Verint will provide remote training. c. User Conferences or Support Groups Yes, Verint Customers have access to the Verint Community which is a community forum for Verint employees and other clients. Verint Customers can also choose to attend Verint's Annual ENGAGE conferences. d. Instructor Led Training Yes, Verint will provide instructor led training. e. Recorded/On-Demand Training Yes. Verint Customers have access to record edlon-demand training. f. Front -Line Employee Training Verint will provide a Train -the -Trainer approach that will help Denton Trainers plan for and prepare their end user training. g. Supervisor Level Training Yes, Verint recommends that Supervisor Level Resources attend the courses Verint has outlined in the Proposed Functional Training table. h. Administrator Training Yes, Verint recommends that Administrator Resources attend the courses Verint has outlined in the Proposed Functional Training table. Unauthorized use, duplication, or modification of this document in whole or in part without the written consent of Verint Systems Inc. is strictly prohibited. All marks referenced herein with the ® or TNI symbol are registered trademarks or trademarks of Verint Systems Inc. or its subsidiaries. Ail rights reserved. All other marks are trademarks of their respective owners. 7 © 2020 Verint Systems Inc. All rights reserved worldwide. DocuSign Envelope ID: 28B5A08E-C19D-4A67-AEAi-B63C9EE40068 WBS Task Name Duration Start Finish Predecessors Resource Names 1 The City of Denton Sample Project Plan 194 days, Tue 1/5/21 Fri 10/1/21 1.1 Initiate and Plan 194 days Tue 1/5/21 Fri 10/1/21 1.1.1 Project Kick - Off 9 days Tue 1/5/21 Fri 1/15/21 Define roles and responsibilities, business objectives, 1.1.1.1 measures, risk management plan, change management, 1 day Tue 1/5/21 Tue 1/5/21 Verint,Denton escalation procedures 1.1.1.2 Develop baseline project plan 2 days. Wed 1/6/21 Thu 1/7/21 5 Verint,Denton 1.1.1.3 Project Plan Review 2 days Fri 1/8/21 Mon 1/11/21 6 Verint, Denton 1.1.1.4 Project RAID Log 1 day Tue 1/12/21 Tue 1/12/21 7'Verint,Denton 1.1.1.5 Project Status Report 1 day Wed 1/13/21 Wed 1/13/21 8Verint,Denton 1.1.1.6 Project Kickoff 1 day Thu 1/14/21 Thu 1/14/21 9 Verint,Denton 1.1.1.7 Sign -off Baseline Project Schedule 1 day Fri 1/15/21 Fri 1/15/21 10 Verint,Denton 1.1.2 Project Management Ongoing Activities 186 days Fri 1/15/21 Fri 10/1/21 1.1.2.1 Project Status Reporting 186 days Fri 1/15/21 Fri 10/1/21 10 1.1.2.2 Project risks and issue management 186 days Fri 1/15/21 Fri 10/1/21 10 1.1.2.3 Update Project Plan and review 7 days Mon 1/18/21 Tue 1/26/21 11 Verint,Denton Milestone 1: Project Initiation 0 davs r ren 1/26/22 Tue 1/26/2_, 1.2 Verint Engagement Management - Commissioning 3 days Wed 1/27/21 Fri 1/29/21 1.2.1 System Design Walkthrough 0.5 days Wed 1/27/21 Wed 1/27/21 16i Verint, Denton 1.2.2 Configure firewalls and security 0.5 days Wed 1/27/21 Wed 1/27/21 20 Denton 1.2.3 Provide SSL certificates (HTTPS, IMAPS) 1 day Thu 1/28/21 Thu 1/28/21 21 Denton 1.2.4 Non -Production Environment 0.5 days Fri 1/29/21 Fri 1/29/21 22 Verint 1.2.5 Production Environment 0.5 days Fri 1/29/21 Fri 1/29/21 24 Verint 1.3 Demo 1 day Mon 2/1/21 Mon 2/1/21 1.3.1 Demo of EM Pro in Client Environments 1 day Mon 2/1/21 Mon 2/1/21 25 Verint Milestone 2: Deployment of the Configuration, Test and 1.3.2 Production Environments 0 days Mon 2/1/21 Mon 2/1/21 281 Veri nt, Denton DocuSign Envelope ID: 28B5AO8E-Cl9D-4A67-AEA1-B63C9EE40068 WBS Task Name 1.4 Discovery 1.4.1 Review Configuration Process 1.4.2 Business Configuration Workshop 1.4.3 Process Management Workshop 1.4.4 Verint Online Forms Workshop 1.4.5 Functional Specification - Business process creation 1.4.5.1 Functional Specification Review 1.4.5.2 Functional Specification Update 1.4.5.3 Functional Specification - Business Process Sign Off 1.4.6 Integrations Discovery Workshops 1..4.6.1 CityWorks 1.4.6.2 Cartegraph (OMS) 1.4.6.3 WebTMA 1.4.6.4 Clevest 1.4.6.5 FASTER Web 1.4.6.6 TRAKiT 1.4.6.7 Northstar 1.4.6.8 Compuweigh - Compuroute 1.4.6.9 Milestone 5' Completion, of `�'mining 1.4.7 Training 1.4.7.1 Employee Desktop 1.4.7.2 Business Configuration 1.4.7.3 Online Forms 1.4.7.4 Advanced Online Forms 1.4.7.5 Process Management 1.4.7.6 Skills Transfer Training 1.4.7.7 Sign off of delivery of Training Completion 1.4.7.8 Delivery of Training Documentation .'.:4,7_J Milestone 5' Completion, of `�'mining 1.4.8 Discovery Outputs 1.4.8.1 Project Backlog Use Case Document Duration Start Finish Predecessors Resource Names 40 days Tue 2/2/21 Mon 3/29/21 52 Verint,Denton 1 day Tue 2/2/21 Tue 2/2/21 29 Verint,Denton 3 days Wed 2/3/21 Fri 2/5/21 32 Verint,Denton 3 days Mon 2/8/21 Wed 2/10/21 33 Verint,Denton 3 days Thu 2/11/21 Mon 2/15/21 34-Verint, Denton 3 days Tue 2/16/21 Thu 2/18/21 Verint,Denton 1 day Tue 2/16/21 Tue 2/16/21 35 Verint,Denton 1 day Wed 2/17/21 Wed 2/17/21 37 Verint,Denton 1 day Thu 2/18/21 Thu 2/18/21 38 14 days Thu 2/18/21 Tue 3/9/21 2 days Thu 2/18/21 Fri 2/19/21 38 Verint,Denton 2 days Thu 2/18/21 Fri 2/19/21 38 Verint,Denton 2 days Mon 2/22/21 Tue 2/23/21 43 Verint,Denton 2 days Wed 2/24/21 Thu 2/25/21 44 Verint,Denton 2 days Fri 2/26/21 Mon 3/1/21 45 Verint,Denton 2 days Tue 3/2/21 Wed 3/3/21 46 Verint,Denton 2 days Thu 3/4/21 Fri 3/5/21 47 Verint,Denton 2 days Mon 3/8/21 Tue 3/9/21 48 Verint,Denton 14 days Wed 3/10/21 Mon 3/29/21 1 day Wed 3/10/21 Wed 3/10/21 49 Verint,Denton 2 days Thu 3/11/21 Fri 3/12/21 52 Verint,Denton 1 day Mon 3/15/21 Mon 3/15/21 53 Verint,Denton 2 days Tue 3/16/21 Wed 3/17/21 54 Verint,Denton 1 day Thu 3/18/21 Thu 3/18/21 55 Verint,Denton 5 days Fri 3/19/21 Thu 3/25/21 56 Verint,Denton 1 day Fri 3/26/21 Fri 3/26/21 57 Denton 1 day Mon 3/29/21 Mon 3/29/21 58 Verint 0 days Mon 3/29/21 Mon 3/29/21 59 Verint,Denton 8 days Wed 3/10/21 Fri 3/19/21 4 days Wed 3/10/21 Mon 3/15/21 49 Verint,Denton DocuSign Envelope ID: 28B5A08E-C19D-4A67-AEA'[-B63C9EE40068 WBS Task Name Duration Start Finish Predecessors Resource Names 1.4.8.2 Test Strategy Document 2 days Tue 3/16/21 Wed 3/17/21 63 Verint,Denton 1.4.8.3 High Level Release/Sprint Plan 2 days Thu 3/18/21 Fri 3/19/21 64 Ve ri nt, Denton 1.4.9 Milestone 3: Service Request Discovery Workshops 0 days Fri 3/19/21 Fri 3/19/21 65 Veri nt, Denton 1.5 Configuration and Test 98 days Mon 3/22/21 Wed 8/4/21 1.5.1 Service Request Data Capture Form - VOF 5 days Mon 3/22/21 Fri 3/26/21 66 Verint Business Configuration - Users, Case Workflow, Scripting, 1.5.2 Knowledge Management, Web Chat 34 days Mon 3/29/21 Thu 5/13/21 1.5.2.1 Sprint 1 17 days Mon 3/29/21 Tue 4/20/21 1.5.2.1.1 Backlog and prioritization 1 day Mon 3/29/21 Mon 3/29/21 69 Verint 1.5.2.1.2 Business process configuration and build 5 days Tue 3/30/21 Mon 4/5/21 73 Verint 1.5.2.1.3 Test 5 days Tue 4/6/21 Mon 4/12/21 74�Verint,Denton 1.5.2.1.4 Defect correction 2 days Tue 4/13/21 Wed 4/14/21 75 Verint 1.5.2.1.5 Regression Testing 2 days Thu 4/15/21 Fri 4/16/21 76 Verint 1.5.2.1.6 Delivery show and tell 1 day Mon 4/19/21 Mon 4/19/21 77 Verint 1.5.2.1.7 Review and customer acceptance test 1 day Tue 4/20/21 Tue 4/20/21 78 Verint, Denton 1.5.2.2 Sprint 2 17 days Wed 4/21/21 Thu 5/13/21 1.5.2.2.1 Backlog and prioritization 1 day Wed 4/21/21 Wed 4/21/21 79 Verint 1.5.2.2.2 Business process configuration and build 5 days Thu 4/22/21 Wed 4/28/21 81 Verint 1.5.2.2.3 Test 5 days Thu 4/29/21 Wed 5/5/21 82 Verint,Denton 1.5.2.2.4 Defect correction 2 days Thu 5/6/21 Fri 5/7/21 83 Verint 1.5.2.2.5 Regression Testing 2 days Mon 5/10/21 Tue 5/11/21 84Verint 1.5.2.2.6 Delivery show and tell 1 day Wed 5/12/21 Wed 5/12/21 85 Verint 1.5.2.2.7 Review and customer acceptance test 1 day Thu 5/13/21 Thu 5/13/21 86`Verint,Denton 1.5.3 Verint Online Forms - Exemplar Data Capture Forms 34 days Mon 4/19/21 Thu 6/3/21 1.5.3.1 Sprint 1 17 days Mon 4/19/21 Tue 5/11/21 1.5.3.1.1 Backlog and prioritization 1 day Mon 4/19/21 Mon 4/19/21 Verint 1.5.3.1.2 Business process configuration and build 5 days Tue 4/20/21 Mon 4/26/21 90 Verint 1.5.3.1.3 Test 5 days Tue 4/27/21 Mon 5/3/21 91'Verint,Denton 1.5.3.1.4 Defect correction 2 days Tue 5/4/21 Wed 5/5/21 92 Verint 1.5.3.1.5 Regression Testing 2 days Thu 5/6/21 Fri 5/7/21 93 Verint 1.5.3.1.6 Delivery show and tell 1 day Mon 5/10/21 Mon 5/10/21 94 Verint DocuSign Envelope ID: 2865A08E-C19D-4A67-AEAi-B63C9EE40068 WBS Task Name Duration Start Finish Predecessors Resource Names 1.5.3.1.7 Review and customer acceptance test 1 day Tue 5/11/21 Tue 5/11/21 95 Verint,Denton 1.5.3.2 Sprint 2 17 days Wed 5/12/21 Thu 6/3/21 1.5.3.2.1 Backlog and prioritization 1 day Wed 5/12/21 Wed 5/12/21 96 Verint 1.5.3.2.2 Business process configuration and build 5 days Thu 5/13/21 Wed 5/19/21 98 Verint 1.5.3.2.3 Test 5 days Thu 5/20/21 Wed 5/26/21 99'Verint,Denton 1.5.3.2.4 Defect correction 2 days Thu 5/27/23 Fri 5/28/21 100 Verint 1.5.3.2.5 Regression Testing 2 days Mon 5/31/21 Tue 6/1/21 101 Verint 1.5.3.2.6 Delivery show and tell 1 day, Wed 6/2/21 Wed 6/2/21 102 Verint 1.5.3.2.7 Review and customer acceptance test 1 day Thu 6/3/21 Thu 6/3/21 103 Verint,Denton 1.5.4 Integrations - CityWorks, Cartegraph (OMS), WebTMA, 34 days Mon 5/31/21 Thu 7/15/21 Clevest, CTI 1.5.4.1 Sprint 1 17 days Mon 5/31/21 Tue 6/22/21 1.5.4.1.1 Backlog and prioritization 1 day Mon 5/31/21 Mon 5/31/21 Verint 1.5.4.1.2 Business process configuration and build 5 days Tue 6/1/21 Mon 6/7/21 107 Verint 1.5.4.1.3 Test 5 days Tue 6/8/21 Mon 6/14/21 108 Verint,Denton 1.5.4.1.4 Defect correction 2 days Tue 6/15/21 Wed 6/16/21 109 Verint 1.5.4.1.5 Regression Testing 2 days Thu 6/17/21 Fri 6/18/21 110 Verint 1.5.4.1.6 Delivery show and tell 1 day Mon 6/21/21 Mon 6/21/21 111 Verint 1.5.4.1.7 Review and customer acceptance test 1 day Tue 6/22/21 Tue 6/22/21 112 Verint,Denton 1.5.4.2 Sprint 2 17 days Wed 6/23/21 Thu 7/15/21 1.5.4.2.1 Backlog and prioritization 1 day Wed 6/23/21 Wed 6/23/21 113 Verint 1.5.4.2.2 Business process configuration and build 5 days Thu 6/24/21 Wed 6/30/21 115.Verint 1.5.4.2.3 Test 5 days Thu 7/1/21 Wed 7/7/21 116 Verint,Denton 1.5.4.2.4 Defect correction 2 days Thu 7/8/21 Fri 7/9/21 117 Verint 1.5.4.2.5 Regression Testing 2 days Mon 7/12/21 Tue 7/13/21 118 Verint 1.5.4.2.6 Delivery show and tell 1 day Wed 7/14/21 Wed 7/14/21 119 Verint 1.5.4.2.7 Review and customer acceptance test 1 day Thu 7/15/21 Thu 7/15/21 120 Verint,Denton 1.5.5 Integrations - FASTER. Web, TRAKiT, Northstart, 2$ days Mon 6/2$/21 Wed 8/4/21 Compuweigh 1.5.5.1 Sprint 1 17 days Mon 6/28/21 Tue 7/20/21 1.5.5.1.1 Backlog and prioritization 1 day Mon 6/28/21 Mon 6/28/21 Verint 1.5.5.1.2 Business process configuration and build 5 days Tue 6/29/21 Mon 7/5/21 124 Verint 1.5.5.1.3 Test 5 days Tue 7/6/21 Mon 7/12/21 125 Verint,Denton DocuSign Envelope ID: 28B5A08E-C19D-4A67-AEA1-B63C9EE40068 WBS Task Name Duration Start Finish 1.5.5.1.4 Defect correction 2 days Tue 7/13/21 Wed 7/14/21 1.5.5.1.5 Regression Testing 2 days Thu 7/15/21 Fri 7/16/21 1.5.5.1.6 Delivery show and tell 1 day Mon 7/19/21 Mon 7/19/21 1.5.5.1.7 Review and customer acceptance test 1 day Tue 7/20/21 Tue 7/20/21 1.5.5.2 Sprint 2 11 days Wed 7/21/21 Wed 8/4/21 1.5.5.2.1 Backlog and prioritization 1 day Wed 7/21/21 Wed 7/21/21 1.5.5.2.2 Business process configuration and build 2 days Thu 7/22/21 Fri 7/23/21 1.5.5.2.3 Test 2 days Mon 7/26/21 Tue 7/27/21 1.5.5.2.4 Defect correction 2 days Wed 7/28/21 Thu 7/29/21 1.5.5.2.5 Regression Testing 2 days Fri 7/30/21 Mon 8/2/21 1.5.5.2.6 Delivery show and tell 1 day Tue 8/3/21 Tue 8/3/21 1.5.5.2.7 Review and customer acceptance test 1 day Wed 8/4/21 Wed 8/4/21 �a. Milestone 4: Completion of Configuration and Build of the 0 days Wed 8/4/21 Wed 8/4/21 Solution 1.6 Migration from CI,A Environment 1 day Thu 8/5/21 Thu 8/5/21 1.6.1 Migration Solution from Development to Test 1 day Thu 8/5/21 Thu 8/5/21 1.7 Final UAT Confidence Test 1 day Thu 8/5/21 Thu 8/5/21 1.7.1 Develop Test Plan 1 day Thu 8/5/21 Thu 8/5/21 1.8 User Acceptance Confidence Test Cycle 11 days Fri 8/6/21 Fri 8/20/21 1.8.1 User Acceptance Test Support 10 days Fri 8/6/21 Thu 8/19/21 1.8.2 Defect correction 5 days Fri 8/6/21 Thu 8/12/21 1.8.3 Regression Testing 5 days Fri 8/13/21 Thu 8/19/21 1.8.4 UAT documentation 1 day Fri 8/20/21 Fri 8/20/21 1.9 Production Readiness 2 days Mon 8/23/21 Tue 8/24/21 1.9.1 Migrate Entire Soution from Test to Production 2 days Man 8/23/21 Tue 8/24/21 Environment 1.1 Transition Go Live and Operational Support 28 days Wed 8/25/21 Fri 10/1/21 1.10.1 Training 5 days Wed 8/25/21 Tue 8/31/21 Predecessors Resource Names 1261Verint 127Verint 128';Verint 129'',Verint,Denton 130iVerint 132 Verint 131 Verint, Denton 134 Verint 135 Verint 136+Verint 137°'Verint,Denton 138, Veri nt, Denton 139 Verint 139'Verint,Denton 142 Verint,Denton 142 Verint 148 Denton 149 Verint,Denton 150 Verint DocuSign Envelope ID: 28B5A08E-C19D-4AB7-AEAi-B63COEE40068 WBS Task Name Duration Start Finish Predecessors Resource Names 1.10.1.1 Denton to Conduct End User Training on complete 5 days Wed 8/25/21 Tue 8/31/21 153. Benton Solution 1.10.2 Implement Go Live Plan 9 days Wed 9/1/21 Mon 9/13/21 1.10.2.1 Cutover Criteria and Readiness Validation 1 day Wed 9/1/21 Wed 9/1/21 157 Verint, Denton 1.10.2.2 Workstation Readiness 1 day Thu 9/2/21 Thu 9/2/21 160 Denton 1.10.2.3 Business Process Cutover 2 days Fri 9/3/21 Mon 9/6/21 161 Verint,Denton 1.10.2.4 Contingency Plan 2 days Tue 9/7/21 Wed 9/8/21 162 Verint,Denton 1.10.2.5 Support for Super Users and System Admins 2 days Thu 9/9/21 Fri 9/10/21 163 Verint,Denton 1.10.2.6 Go -Live 1 day Mon 9/13/21 Mon 9/13/21 164 Verint,Denton 1.10.3 Post Implementation Support Documentation 6 days Tue 9/14/21 Tue 9/21/21 1.10.3.1 Finalize Project Documentation 1 day Tue 9/14/21 Tue 9/14/21 165 Verint 1.10.3.2 Define Triage, Issue notification and Escalation Process 1 day Wed 9/15/21 Wed 9/15/21 168 Verint,Denton 1.10.3.3 Define Technical Support Responsibiliies 1 day Thu 9/16/21 Thu 9/16/21 169 Verint 1.10.3.4 Define the Review and Revisions Process 1 day Fri 9/17/21 Fri 9/17/21 170 Verint 1.10.3.5 Provide Updated Action Plan for Remaining Defects 1 day Mon 9/20/21 Mon 9/20/21 171 Verint 1.10.3.6 Document all outstanding issues in handover to support 1 day Tue 9/21/21 Tue 9/21/21 172 Verint team for resolution 1.10.3,7" Milestone 7: Gtr Live 0 days Tue 9/21/21 Tue 9/21/21 173 Verint,Denton 1.10.4 Post Go Live Solution Monitoring 8 days Wed 9/22/21 Fri 10/1/21 1.10.4.1 Post Implementation Support 1 wk Wed 9/22/21 Tue 9/28/21 174 Verint 1.10.4.2 Documentation of post go live issues 1 day Wed 9/29/21 Wed 9/29/21 177 Verint 1.10.4.3 Operational defects resolution to agreed levels 1 day Thu 9/30/21 Thu 9/30/21 178 Verint 1.10.4.4 Transition to Verint Operational Support 1 day Fri 10/1/21 Fri 10/1/21 179 Verint,Denton Milestone 8: Final Acceptance and Post Implementation 1.10.4.5 0 days Fri 10/1/21 Fri 10/1/21 180 Verint,Denton Support i DocuSign Envelope ID: 2885A08E-C19D-4A67-AEA1-663C9EE40068 Verint. Powering Actionable Intelligence.® Verintr' (NASDAQ: VRNT) is a global leader in Actionable Intelligence® solutions with a focus on customer engagement optimization, security intelligence, and fraud, risk and compliance. Today, more than 10,000 organizations in over 180 countries - including over 80 percent of the Fortune 100 - count on intelligence from Verint solutions to make more informed, effective and timely decisions. Learn more at www.verint.com. O 2020 Verint Systems Inc. All Rights Reserved Worldwide. Confidential and Proprietary Information of Verint Systems Inc. All materials (regardless of form and including, without limitation, software applications, documentation, and any other information relating to Verint Systems, its products or services) are the exclusive property of Verint Systems Inc. Only expressly authorized individuals under obligations of confidentiality are permitted to review materials in this document. By reviewing these materials, you agree to not disclose these materials to any third party unless expressly authorized by Verint Systems, and to protect the materials @ (i) Verint.com Twitter.com/verint �l1 Facebook_comlverint Blog.verint.com CONTACT SOLUTIONS, ENTERPRISE INTELLIGENCE SOLUTIONS, SECURITY INTELLIGENCE SOLUTIONS, VOICE OF THE CUSTOMER ANALYTICS, NEXTIVA, EDGEVR, RELIANT, VANTAGE, STAR -GATE, ENGAGE, CYBERVISION, FOCALINFO, SUNTECH, and VIGIA are trademarks or registered trademarks of Verint Systems Inc. or its subsidiaries. Other trademarks mentioned are the property of their respective owners. Verint Systems Inc. products are protected by one or more U.S., European, or International Patents, which can be viewed at www.verint.comfintellectual property notice. document in whole are registered trade 3eetive owners. Q 2020 Verint Systems Inc. All rights reserved worldwide. lerint Systems Inc. is strictly pro?*Ited. inc. or its subsidiaries. All. rights 3 DocuSign Envelope ID: 28B5AOBE-C19D-4A67-AEA1-B63C9EE40068 Verint Engagement Management Professional SaaS Pricing (Hosted by Verint) Cloud SaaS Price Year 1 Year 2 Year 3 Year 4 Year 5 SaaS Software (modules in bold): EM Professional Platform SaaS License which includes Employee Desktop, Customer Portal, Customer Management, Case Management, Forms, and email handling modules • 50 Agent SaaS licenses enabling case creation and contact handling 50 back office employee SaaS licenses enabling case processing /fulfillment such as updating case, working on tasks and closing tasks, reallocating case, etc. Process Management SaaS license enabling integration, automated rules, API creation • Data Model and Reports for MS Power BI $150,902 $150,902 $150,902 $150,902 $150,902 SaaS license enabling operational reports and analysis within MS Power BI Messaging SaaS license enabling messaging between agents and citizens Device Magic Citizen Mobile App enabling citizens to enter and track service requests through an app on their mobile device • Enterprise Search SaaS license (aka Funnelback) enables searching of web pages and knowledge articles. License is for up to 5,000 articles/documents/pages to be indexed Annual Maintenance (24 x 7 Premium Support) Included Included Included Included Included Professional Services (Fixed Fee): • Project Management • Design & Discovery $331,604 $0 $0 $0 $0 . Integration, Configuration &Test Training and Go -live Support Total Cost $482,506 $150,902 $150,902 $150,902 $150,902 Total 5 Year Costs $1,086,114 Vendor Proposal Questionnaire DocuSign Envelope ID: 28B5A08E-C19D-4A67-AEA1-663C9EE40068 Vendor Proposal Questionnaire VERINT 1. Please outline the standard high-level workflow of citizen requests from intake to completion within your system: The Engagement Management Professional ("EM Professional") is a customer engagement platform for organizations that enables you to: • Optimize the number of self -serve correspondence Automatically provide progress updates to customers Automatically route work to the most appropriate department 1 user • Eliminate the need for manual work through the integration of back office 1 fulfilment systems to customer engagement processes • Be self-sufficient in rolling the platform out to additional service areas by configuring new processes and integrating the solution to third party systems through the built-in integration capability The platform enables this through the provision of the tightly integrated capabilities as shown in the diagram. Employee Desktop This enables users to engage with customers seamlessly across both traditional and digital channels, including chat and social messaging (available as additional options). In addition, it enables back office users to manage their assigned cases efficiently, effectively and within their performance targets. Channels Management Provides connectivity with all channels including telephony/IVR, email, social and web forms (subject to options taken), allowing customers to use their preferred channels to interact with you. Gustomer Management Allows the creation and management of customer profiles, with extensions for organization, property, and other entity types. Allows for the configuration of 1 -way and 2 -way relationships between objects, with Customer History screens showing all case activity associated with each customer. Case Management This core capability enables you to simplify and automate the execution of your business processes. A process is modelled using a 'case', with its default attributes (including due date) and default process determined by the 'type' of caselservice request. Different types of information can be linked to a case, and carried with it through its lifecycle, including documents, tasks, videos and forms. While default behavior is suitable for simple processes, more complex behavior can be modelled, with automated rules determining the due date, priority, and workflow, for example. Workflow determines who is responsible for working on a case at any given point in time. This can be defined to allow case progression to follow a general pattern but also to allow individual cases to take their own unique path where applicable. Unauthorized use, duplication, or modification of this document in whole or in part without the written consent of Verint Systems Inc. is strictly prohibited. All marks referenced herein with the O or TM symbol are registered trademarks or trademarks of Verint Systems Inc. or its subsidiaries. All rights reserved. All other marks are trademarks of their respective owners. © 2020 Verint Systems Inc. All rights reserved worldwide. DocuSign Envelope ID: 28B5AO8E-C19b-4A67-AEA1-B63C9EE40068 VERINT. When working on a case, users have access to all the case information, including description, type, due date and form data. In addition, where configured, they have access to systems available through integration that will enable them to complete their task without having to leave the solution. They are also able to correspond with people relevant to the case, including customers, from within the application. Correspondence, such as email, is then automatically associated with the case. Once complete, they can then close the case or manually move it to the next person/team responsible for working on it (e.g. for peer review). Or, processes can be configured to automatically workflow according to configured rules. Cases can be archived and purged according to required retention rules. Forms Forms are simple to use by employees, contractors and customers and simple to configure by Denton staff using an intuitive drag -and -drop graphical user interface (see screenshot), requiring no coding or specialist skills. Forms are seamlessly integrated with the Employee Desktop and the Customer Portal (if the portal option is taken). Capability allows forms to behave intelligently depending on whether a customer or an employee is accessing them. Forms also integrate with the Process Management capability, allowing: Forms to be integrated with databases and internal or external systems such as booking systems and payment systems - External systems to access data stored within forms • Form submission to initiate automated events such as email confirmations and integration to an external system Process Management The solutions process management capability is a simple `drag, drop and click' functionality. Process Management provides four main use cases: integration, bulk operation, rules and scheduling. "Processes" are configured through a user-friendly drag and drop interface allowing processes to be assembled through the "chaining" of components, actions, transformers and payload widgets. " RESTful" and "SOAP" actions enable integration with web service APIs. "XML" and "XSL" transformers allow data to be manipulated to suit API calls. The capability also includes an integrated test suite allowing processes to be fully tested and debugged prior to production use. Knowledge Management The knowledge management capability is supported by sophisticated search and authoring capabilities. The search can be configured across both the authored Denton content as well as external data sources (web sites etc.) The capability ensures all users can find information they need quickly, effortlessly and easy to use. Since the functionality is integrated within the solution, the solution provides a seamless transfer from finding information to the initiation of a service request. Unauthorized use, duplication, or modification of this document in whole or in part without the written consent of Verint Systems Inc, is strictly prohibited. All marks referenced herein with the @ or TM symbol are registered trademarks or trademarks of Verint Systems Inc. or its subsidiaries. All rights reserved. All other marks are trademarks of their respective owners. 02020 Verint Systems Inc. All rights reserved worldwide. DocuSign Envelope ID: 28B5AO8E-C19D-4A67-AEA1-B63C9EE40068 VERINT Reporting and Analytics The reporting and analytics capability is the foundation of the Verint platform, comprising three key elements: Data API. The solution provides a secure data API (REST -based) that can be used to A, rt' d I Integrate It with third pa y reg a po Inn OL" CA ytics applications such as Tableau, Cognos and MS Power BI. (We have currently assumed you will use our Power BI standard approach, but alternative options can be priced). Data Model. These are optimized for reporting and analytics on specific objects such as cases and correspondence and include calculated and summary fields that are used in the pre -defined 1 standard reports and are available for use in customer created dashboards and reports. The data model is based on MS requisite. BI which is a ore - Reports. Built on the data model, these cover a range of categories including cases, interactions, users and customers. At the time of writing, there are over 50 reports. Like the data model, the reports are based on MS Power Bl which is a pre -requisite. 2. Please explain your approach and methodology when implementing a system that will be used across multiple departments and be integrated with multiple department specific applications: Verint believes there are several key points which underpins our approach to delivering successful solutions to our customers and reinforces why Denton will benefit from implementing our EM Professional CRM: • Municipal Customer Service Focus - Verint provides the leading municipal CRM Solution built for the Public Sector. It is important to choose a market -leading solution that is designed and built 100% for government that meets your requirements because it avoids a custom solution built on a platform that poses upgrade challenges and sustainability. As such, Verint would be the lowest risk to implement. • Verint Experience: No other vendor has the global public sector experience of Verint with several successful implementations of our Engagement Management (EM) Professional solution around the world. We also utilize our own consulting services teams and our own support team ensuring the City has a single point of contact at all stages of the engagement. • User Community: In choosing Verint, the City would become a member of and have access to a global, government customer base sharing ideas and suggestions on all aspects of their EM Professional solution. Verint Flexibility - our solution delivers an open architecture, allowing the City to leverage its existing applications and architecture. Flexible Licensing and Deployment -we can offer Denton options for licensing and deployment to ensure they get the most cost-effective and successful solution over the long-term. Unauthorized use, duplication, or modification of this document in whole or in part without the written consent of Verint Systems Inc. is strictly prohibited. All marks referenced herein with the t or TM symbol are registered trademarks or trademarks of Verint Systems Inc. or its subsidiaries. All rights reserved. All other marks are trademarks of their respective owners. 3 © 2020 Verint Systems Inc. All rights reserved worldwide. DocuSign Envelope ID: 28B5A08E-C99D-4A67-AEAi-B63C9EE40068 VERINT. • Verint understands that Denton requires a partner capable and experienced in delivering a successful implementation on such a high priority and high-profile project. Verint is confident that we possess the right combination of experienced people, knowledge of citizen service delivery processes and engagement management enabling technology to meet all your objectives and support your initiative. There are two things that make Verint different from our competitors. The first is our solutions and the second is how we partner with you for success. We believe great engagement with our customers should be the rule, not the exception. Our solutions can really help you simplify customer engagement, empower employees and customers, and share real-time intelligence across your organization. That means that you can anticipate and act faster - and you can do it with more confidence knowing that there are powerful analytics at work in the background. We can help you connect and streamline processes across channels, across journeys, and across applications, both for your customers and your employees. Our solutions can give your organization the agility it needs to be responsive to the increasingly demanding expectations of customers. The Verint project delivery approach follows a clear definition of project goals and values, defines the roles of each stakeholder, leverages best -practices in tools and processes, incorporates time -proven risk and change management activities, and is guided by stringent implementation processes to ensure your solution is implemented with the highest quality and delivers the defined value. To achieve this high-level blueprint for all work, Verint will work with the City of Denton to gather requirements during our Discovery phase. During this phase, we establish and seek to explore the To -Be functions and processes associated with the project scope. This activity takes the form of discovery workshops and in-situ observation led by the City of Denton. With City's experience, domain expertise, and acquired Verint Training knowledge, it is best the City leads Discovery sessions with participation from Verint and any other relevant entities. The outputs from the Discovery phase are: • A project backlog detailing the use case items identified in scope and prioritized according to business value and risk, these are documented as high-level requirements and not full solutions and will include requirements for integrations to the City's systems • Test strategy document created jointly with Denton to include the success criteria, testing iterations and defects resolution approach during sprints and during the final user acceptance confidence test. • High level release and sprint plan for the functional areas During this stage of the project, Verint will conduct the Verint Skills Transfer program of workshops combining classroom training and workshops. The Verint skills transfer model empowers our customers through product and process training to apply their knowledge to maintain their own CRM solution. The basis of the delivery model embraces a skills transfer phase to train the customer project team on all aspects of the Verint Engagement Management Professional and how they should apply that knowledge to map business process definitions and use cases to the functionality provided, and integrate with other applications as required. It is designed for those customer resources within the organization responsible for defining and implementing automated business processes. The primary objective is to provide these business and technical analysts with the skills necessary to define and configure business processes within the CRM as well as to expand and administer the system after go -live. Unauthorized use, duplication, or modification of this document in whole or in part without the written consent of Verint Systems Inc. is strictly prohibited. All marks referenced herein with the 0 or Tivl symbol are registered trademarks or trademarks of Verint Systems inc. or its subsidiaries. All rights reserved. All other marks are trademarks of their respective owners. OO 2020 Verint Systems Inc. All rights reserved worldwide. 4 DocuSign Envelope ID: 2865AME-Cl9D-4A67-AEA1-B63C9EE40068 VERINT. The self-sufficiency approach involves a mixture of workshops as a follow on to the formal classroom product training providing attendees practical experience with the processes and use cases that are being configured on the digital platform. The skills transfer will be based, where possible, on the City's own customer journey and use case scenario that will be mapped to the Verint Engagement Management Professional to demonstrate how the City of Denton can create their CRM solution. The program comprises the following workshops and training: Training — Training courses on the Verint Engagement Management Professional Desktop Web, Business Configuration, and Verint Online Forms configuration O Workshop —Customer Journey and Use Case Analysis o Considers the design patterns to be used to create online use experiences o Covers the application of the Verint Engagement Management Professional configuration tools when building end — to — end service request transactions Our skills transfer program will provide the City with a comprehensive overview of the capabilities associated with the Verint Engagement Management Professional to properly empower them to lead the configuration and management of the CRM solution. The overall objective of the Discovery phase is to maximize a best fit solution within the timeline and fixed budget available and Verint are very happy to work with the City to change the shape and scope to ensure it meets with your requirements and your desire to be self-sufficient. 3. Do you have previous experience integrating with the following systems (please indicate each system and level of experience)? The solution supports a wealth of integration capabilities, which allows us to confidently assert that we will be able to support all of your required integrations. Our confidence stems from the fact that Verint has a wealth of experience in delivering application integrations for over 600+ integrations to over 150 different systems. While Verint has delivered many of these integrations, the flexibility of our Process Management capability has enabled many of our customers to deliver the integrations themselves. The process management capabilities of the solution enable you to integrate the solution with multiple third -party systems without needing additional third -party middleware. Customers that have third -party middleware can seamlessly integrate with that solution. Further, in addition to the extensive APIs provided by the solution, the capability allows organizations to use the Process Management component to create additional REST -based APIs on demand. The "process management capabilities" come in two forms: one is the "Forms Adapter" component that allows for integrations to be configured to and from process Forms. This component comes packaged with the base product; the other is "Process Management" which is an event -driven enterprise -class solution for enabling integrations to and from the solution. You can find out more on Process Management within the Solution Overview document in the appendix. Integration "processes" (in both the Forms Adapter and Process Management) are configured through a user-friendly drag and drop interface allowing processes to be assembled through the "chaining" of components, actions, transformers and payload widgets. For example, "Decision Group" components allow for the incorporation of decision logic and "Process" components enable re -use across processes. "RESTful" and "SOAP" actions enable integration with REST Unauthorized use, duplication, or modification of this document in whole or in part without the written consent of Verint Systems Inc. is strictly prohibited. All marks referenced herein with the O or TM symbol are registered trademarks or trademarks of Verint Systems Inc. or its subsidiaries. All rights reserved. All other marks are trademarks of their respective owners. O 2020 Verint Systems Inc. All rights reserved worldwide. DocuSign Envelope ID: 28B5A08E-C19D-4A67-AE41-863C9EE40068 NIC1.1 \ ■ !! and SOAP -based web service APIs. "XML" and "XSL" transformers allow data to be manipulated to suit API calls. The Verint team are experts in integrating to systems in the municipal government space. The proposed solution has been globally integrated with hundreds of 3rd party systems used by municipal governments. These include: • Integration with property data sources such as Addressbase, LLPG, ESRI Locator • GIS systems, including ESRI, Google Maps and Intergraph • Authentication services, including Azure and national government IdPs • Document Management systems, including Trim, Documentum and Filenet Telephony, including Avaya, Cisco, Content Guru and Amazon Connect. The Employee Desktop itself can be embedded within these solution's desktops (e.g. the desktop for Avaya, Content Guru Storm, etc.) Work Order Management systems, including Confirm, AMANDA, APP, Hansen, Chameleon, CityWorks and SAP Master Data Management solutions, including Datactics, VisionWare and IBM Infosphere Multiple payment gateways Multiple booking and scheduling systems Business Area Vendor Software Verint Response Wastewater and Water Trimble CityWorks Yes. Verint has Utilities implemented with Wastewater and Water Utilities processes and has integrated with CityWorks. Streets, Traffic and Cartegraph Operations Management Yes. Verint has Drainage System (OMS) implemented Streets, Traffic and Drainage processes and has experience integrating with multiple 3rd party systems. Facilities Management TMA Systems WebTMA Yes. Verint has implemented Facilities Management processes and has experience integrating with multiple 3rd party systems. Unauthorized use, duplication, or modification of this document in whole or in part without the written consent of Verint Systems Inc. is strictly prohibited. All marks referenced herein with the (& or TM symbol are registered trademarks or trademarks of Verint Systems Inc. or its subsidiaries. All rights reserved. All other marks are trademarks of their respective owners. © 2020 Verint Systems Inc. All rights reserved worldwide. 6 DocuSign Envelope ID: 28B5A08E-C190-4A67-AEA1-B63C9EE40068 VERINT, Electric Utility Operations Clevest Solutions Clevest Yes. Verint has implemented utilities processes and has experience integrating with multiple 3rd party systems. Fleet Management FASTER Asset FASTER Web Yes. Verint has Saltations implemented Fleet Management processes and has experience integrating with multiple 3rd party systems. Permitting, Zoning and CentralSquare TRAKiT Yes. Verint has Inspections implemented Permitting, Zoning and Inspections processes and has experience integrating with multiple 3rd party systems. Customer Service and Utility Harris Utilities NorthStar Utilities Yes. Verint has Billing Solutions implemented Customer Service and Utility processes and has experience integrating with multiple 3rd party systems. Solid Waste Management Paradigm Software CompuWeigh & Yes. Verint has CompuRoute implemented Solid Waste Management processes and has experience integrating with multiple 3rd party systems. Unauthorized use, duplication, or modification of this document in whole or in part without the written consent of Verint Systems Inc. is strictly prohibited. All marks referenced herein with the® or'fM symbol are registered trademarks or trademarks of Verint Systems Inc. or its subsidiaries. All rights reserved. All other marks are trademarks of their respective owners. © 2020 Verint Systems fnc. All rights reserved worldwide. DocuSign Envelope ID: 28B5A08E-C19D-4A67-AEA1-B63C9EE40068 VERINT, Verint. Powering Actionable Intelligence.® Verint® (NASDAQ: VRNT) is a global leader in Actionable Intelligence® solutions with a focus on customer engagement optimization, security intelligence, and fraud, risk and compliance. Today, more than 10,000 organizations in over 180 countries - including over 80 percent of the Fortune 100 - count on intelligence from Verint solutions to make more informed, effective and timely decisions. Learn more at www.verint.com. 02020 Verint Systems Inc. All Rights Reserved Worldwide. Confidential and Proprietary Information of Verint Systems Inc. All materials (regardless of form and including, without limitation, software applications, documentation, and any other information relating to Verint Systems, its products or services) are the exclusive property of Verint Systems Inc. Only expressly authorized individuals under obligations of confidentiality are permitted to review materials in this document. By reviewing these materials, you agree to not disclose these materials to any third party unless expressly authorized by Verint Systems, and to protect the materials as confidential and trade secret information. Any unauthorized review, retransmission, dissemination or other use of these materials is strictly prohibited. If you are not authorized to review these materials, please return these materials (and any copies) from where they were obtained. All materials found herein are provided "AS IS' and without warranty of any kind. VERINT, ACTIONABLE INTELLIGENCE, MAKE BIG DATA ACTIONABLE, CUSTOMER -INSPIRED EXCELLENCE, INTELLIGENCE IN ACTION, IMPACT 360, WITNESS, VERINT VERIFIED, KANA, LAGAN, VOVICI, GMT, VICTRIO, AUDIOLOG, CONTACT SOLUTIONS, ENTERPRISE INTELLIGENCE SOLUTIONS, SECURITY INTELLIGENCE SOLUTIONS, VOICE OF THE CUSTOMER ANALYTICS, NEXTIVA, EDGEVR, RELIANT, VANTAGE, STAR -GATE, ENGAGE, CYBERVISION, FOCALINFO, SUNTECH, and VIGIA are trademarks or registered trademarks of Verint Systems Inc. or its subsidiaries. Other trademarks mentioned are the property of their respective owners. Verint Systems Inc. products are protected by one or more U.S., European, or International Patents, which can be viewed at www.verint.com/intellectual property notice. document in whole are registered trad 3ective owners. 0 2020 Verint Systems Inc. All rights reserved worldwide. Verint.com Twitter.comlverint Facebook.comlverint Blog.verint.com 02020 Verint Systems Inc. All Rights Reserved Worldwide. Confidential and Proprietary Information of Verint Systems Inc. All materials (regardless of form and including, without limitation, software applications, documentation, and any other information relating to Verint Systems, its products or services) are the exclusive property of Verint Systems Inc. Only expressly authorized individuals under obligations of confidentiality are permitted to review materials in this document. By reviewing these materials, you agree to not disclose these materials to any third party unless expressly authorized by Verint Systems, and to protect the materials as confidential and trade secret information. Any unauthorized review, retransmission, dissemination or other use of these materials is strictly prohibited. If you are not authorized to review these materials, please return these materials (and any copies) from where they were obtained. All materials found herein are provided "AS IS' and without warranty of any kind. VERINT, ACTIONABLE INTELLIGENCE, MAKE BIG DATA ACTIONABLE, CUSTOMER -INSPIRED EXCELLENCE, INTELLIGENCE IN ACTION, IMPACT 360, WITNESS, VERINT VERIFIED, KANA, LAGAN, VOVICI, GMT, VICTRIO, AUDIOLOG, CONTACT SOLUTIONS, ENTERPRISE INTELLIGENCE SOLUTIONS, SECURITY INTELLIGENCE SOLUTIONS, VOICE OF THE CUSTOMER ANALYTICS, NEXTIVA, EDGEVR, RELIANT, VANTAGE, STAR -GATE, ENGAGE, CYBERVISION, FOCALINFO, SUNTECH, and VIGIA are trademarks or registered trademarks of Verint Systems Inc. or its subsidiaries. Other trademarks mentioned are the property of their respective owners. Verint Systems Inc. products are protected by one or more U.S., European, or International Patents, which can be viewed at www.verint.com/intellectual property notice. document in whole are registered trad 3ective owners. 0 2020 Verint Systems Inc. All rights reserved worldwide. DocuSign Envelope ID: 28MAOSE-Cl9D-4A67-AEA1-B63C9EE40068 Specification Checklist please complete the matrix 6efow. ,n the Response column please limit response to if the proposed functionality is either "Included", "Limited", "To Be Developed" or "Not Pol include any notes where appropriate, when functionality is limited, or indicated by Denton Nates. Response i0G Extermaf Customer Portal and Features "rx[uded". "urxee". mzaee penton'M[Mes Vomit r Pates aroodp -riot rarmbw Our so ullion s customer portal apa ity enabl.ust-15 to regMcr for an account From this account, customers can raise cases and receive feedback and updates. The Customer Portal comes complete with its own built in registration, authorization and verification mechanism. The registration process can he custom ized to capture the required information from the user that is registering. 101 Ability for external customers to self -register as users Upon initial registration, customers wl€ be sent an email containing a It RC link, they must click to confirm their email and hence com plete the registration process. Alive example of the registration process (ends at 2 minutes 63 seconds in the video) at Brisbane City Council can be seen In the following screencam: Included httpsd/rh.gy/ncgicpr solution prow es teability or the registration process to be configured y the City. T is int u es configuration of the data captured in the registration farm as well as the processing of that information (for User registration to capture all relevant information. To example to match to an existing individual record or create a new record(. 102 include Name, Primary Phone, Email address and mailing A live example of the registration process (ends at 2 minutes 03 seconds in the video} at Brisbane City Council address, can he seen in the following screencam. Included httpsV/rb,gy/nce.pr Our solution enables customers to track the progress of their cases (including drab submissions as well as fully completed submissions) within the customer portal capability. This includes any cases that have been created via the portal or via other channels (e.g. telephone orface-to-face]. New records can be submitted via our Forms which can he integrated with the Customer Portal. io3 Ability to submit new records and view current submissions An example of a customer viewing cases within their portal account can be seen in the following screenshot: https://rh.gyldxnbaa An example of a farm submitting a record/case to the system can be seen in the following screencam which shows a "Housing Repair sernce request: Included https://rb.gy/9fewfz Our solution can he configured by the City to send email notifications to a customer at various stages of the Ability for customers to receive email notifications regarding case lifecycle. This can include, but not limited to: case open, case closed or case update. 104 submitted records The following screenshot is an example of an auto -generated email sent to a customer after they have submitted a case/record: Included https://rb.gy/Sxrhx6 Ability for customers to receive app push notifications 105 r.g.rdlcg submitted records Included Our solution supports push notifications for submitted records via an app. Our solution can he configured by the City to integrate with an SMS gateway using our process management Ability for customers to receive text message notifications integration capability. This allows SMS messages to be sent at various stages of the case lifecycle. This can 106 regarding submitted records include, but not limited to: case open se closed or case update events. We have not included any costs for Included an SMS gateway as we assume the City would pmvide one. Our solution provides te ability or the City to associate third party references with a customers account. This allows the customer to use our Customer Portal as a central portal far viewing highlights (e.g. outstanding balances or overdue fees) from external services. The customer data can then he surfaced to the user either Ability to assoc€ate user accounts to utility and other service through linkage to the other service portal or by surfacing the data into configured screens through integration. 107 billing accounts The following screencam is an example used at Brisbane City Council where an integration to a Bra party system is utilized to retrieve information based an the rates that user pays: https://rb.gy/Icha5t Included Our solution proviles t e ability forte City to configure the registration process. This may Include an integration with another system to validate erexchange customer informatton. For example, when a new Ability to Impart or integrate customer account with systems account is created in our solution the registration process could be configured to also create a matching 108 containing account information account in a backoffice system or MOM solution. Included Cur solution provides te ability for the Cityto confulum integrations with other systems to allow data to be displayed on the Customer Portal. The data can be surfaced to the user either through linkage to the other Ability to integrate and display, of directly embed, customer system or by surfacing the data into configured screens through integration (for example: retrieve data via an 109 data from other system (such as hill amount, status, or service AN and display within the Customer Portal screens). details) The following screencam is an example used at Brisbane City Council where an integration to a 3rd party system is utilized to retrieve information based on the rates that user pays: Included httloi jirb.gy/IcheSt Our solution provides theability or a customer to clickthe'Forgot your password?, link on the customer portal login screen which then asks them to input their email address. Once an email address is entered the customerwill receive a message informing them that an email has been sent. The email with provide 110 An automated forgot password and reset function for external customer with instructions to tarty cut in order to reset their password. users The following screenshot shows an example of our customer portal login screen with a "forgot password" automated process included in the login page: Included https://rb.gy/d8ulcr Our solution provides the ability for the City to configure additional FAQ or help pages wthin the Customer Portal. In addition, FAQs can he created within the Knowledge Management component. Customers can access these articles via search, direct link or via embedded Knowledge Content within a given page on the Parisi. Ability to create a FAQ and heap Page for user information An example of the back office knowledge being used to retrieve a FAQ can be seen in the following screenshot: 111 within thea plication P https://rb.gy/zxt3m9 An example of FAQs and Related Content embedded within our forms capability on our Customer Portal can he seen in the following screenshot: https://rb.gy/Ogiwgl An example of an article opened within aur Customer Portal can be seen in the following screenshot: included hUps://rb.gy/1d39dS DocuSign Envelope ID: 28B5AOSE-C19D-4A67-AEA1-B63C9EE40068 The home screen of the Customer Portal is fully configuRmTre79is fly can con gure formattedtext, images and other web content on any of the portal pages using our content widgets. Ability to add custom text to the customer home screen to An example of our highly configurable Customer Portal (including some custom text which can be changed) 112 reflect recent or relevant information can be seen in the following screenshat. This Portal compared to other examples in this document are Please note ifcustom test con he extremely different in regards to brairding/styling: Included formatted or is plain text anfy. htps://rb-gy/]€u(cH 2W Staff Uset:s Accounts and Authentication -- -- Access Io the system by agents and caseworkers is tnroug the browser -based Employee Desktop, an this system contains a staff user portal accessible to a uthenticated allows for working remotely from any location subject to secure connectivity being established between the 2101 employee users browser and the Verint service. Users must authenticate before gaining access to any data or functionality Included within our solution. Our proposed solution provides a security mechanism which limits functionality by role/ group and third parry access. Security permissions are managed in group profiles. Group profiles define what can he done functionally by any users within that group. When a user logs into the system, their associated groups determine what they can do and see. For example, administrators (like Breand3n) that configure the system need to have access to the various configuration screens such as forms and content templates. On the other hand, users (like Melissas that need to handle Ability to manage user permissions through role management. customer enquiries should not have access to the configuration screens. 202 Roles should be definable at a minimum as reader, editor, administrator. This screenshot shows that Breandan has access to all the configuration capabilities in oursolutior: https://rb.sylwNj sb This screenshot shows that Melissa only has access to the main staff user interface for handling customer enquiries: https://rb.gy/lpgcam User groups that have access to data (a I customer data or cases} can be configured bythe City so that they Included have read only, update or delete permissions. Our solution as been integrate with numerous i trent icroso products, indurding Office 365. Process Management can support integrations to Microsoft APIs. A City provided Office 355 email account would be used by our Cloud for sending emalls. Abilityto synchronize with Office 365 and utilize 0365 Single 203 Sign On Authentication. Our solution can also integrate with Microsoft active directory via ADFS to provide Single Sign On authentication. This also allows City staff to authenticate using Multi -Factor Authentication (MFA) if enforced included by your MS Active Directory implementation. Our solution can also integrate Wirth Microsoftactive directory via ADFS to provide Single Sign On Ability to synchronize employee information with active authentication. This also allows City staffto authenticate using Multi -Factor Authentication ji if enforced 284 directory (Name, email, phone number) by your M5 Active Directory implementation. When a user logs In for the first time, an account h created in included our solution using the name, email and phone number from Active Directory. Our solution can be configured by the City to send email notifications to employees at various stages of the se lifecycle. This can include, but not limited to: case open, case closed or case update. Emails may be Ability to automatically send email notifications to employees triggered based on certain business rules (such as SLAexpiry or case priority) oras part of a workflow that the 205 regarding assigned records Chy has configured (for example, to alert a case Worker that action is required from them). The fallowing screenshot shows an example of an employee receiving a notification to alert them that a new 'City Tree Issue" has been assigned to them and includes the case/record details: Included https://rb.gy/tigrti Our Solution supports the ability or cases to be pus ed to employees wit in aur we M77 user inter- te ace.206 Ability to automatically send app push notifications to Users are presented with new work within their inbox. As they complete work new work items tan be 2.06 employees regarding assigned records automatically pushed to them or they can manually take new items. Irciuded In addition, push notifications are supported via our Mobile app. Our solution can be configured by the City to integrate with an si gateway using our process management integration capability. This allows SMS messages to be sent at various stages of the rase lifecycle. The City 207 Ability to automatically text message notifications to could configure notifications when a case is assigned to a queue or Individual or when action is required by at employees regarding assigned records a given stage in a case workFiow. We have not included any costs for an SMS gateway as we assume the City Included would provide one. Will Staff Portal and Features Our solution Is browser -based enabling the user experience to be intuitive, friendly and easy to use. Contact handlers can eastly search for knowledge information and/or generate service request work by being led through configured process forms. These guide the user through the data intake process, intelligently asking only the questions required for the service/custorrer context. The forms also em bed configurable help content 301 Intuitive user interface far navigation and accessing record to provide assistance to users In the context of the process. details Similarly, for case handlers, users are presented with new work within an Inbox capability. The following screancam shows an agent handling a call and shows the various features of the intuitive UI and how the agent is guided through the process, as well as showing how the record/case Is accessed after it has been submitted: Included https:%/rb.gy/glb89l Employees can search for records (including customers, organizations, properties and cases) using our built in search screens. Advanced searching can be performed using multi faceted searching (for example: search for cases by date and classificatoin or individuals by name and email). In addition, searching can be configured by the City within forms (e.g. as a part of a process) or via a third parry application using our Arts or through the 302 Ability for employee to search entire CBM system for records use of configurable search widgets. The following screenshot shows the returned results of an employee searching for all cases in the system: https://rb.gy/Sedrg9 The following screenshot shows some ofthe filtering options available for cases/records e.g. an employee could return all open pothole cases within the last 2 days: Included https://rb.gy/mGmoes Customized non ication entails can be configured y the City within our Process anagement capability. The City can configure automated notifications based on a set of events which are produced when, for example, a case is updated or close. Email notifications may be internal or external depending on the process. Using Process Management the City can configure complex business rules to determine when an email is sent )for ampler an email may only be required for a given case class cation which has a high priority or is assignedto 303 Ability to setup automated email notification based on status a certain queue). changes. The fallowing screenshot shows an example of an email configuration within our process management capability which allows emalls to he configured and populated with user information. These emails can be sent based on status changes e.g. send the email when a pothole case progresses from task 1 to task 2, send an email when a case is closed etc.: Included f lhttps.,//rb.gy/ulqcya DocuSign Envelope ID: 28B5AO8E-C191)-4A67-AEA1-B63C9EE4OO68 Our so ut9on provides a set of Data APIs and repents. This includes a set of pre- a ined reports that include case volume over time and other informatlon such as cases by SIA or by assigned queue. Ahll€ty to view a dashboard of current record volume and over The following screenshot shows an example of the data surfaced within Power BI for reporting (Aged SLA 304 time breach report), note that this data can be surfaced in 3rd party reporting tools or within custom dashboards within ourforms capability: Included https'//rb.gy/fepxzj Our solution is highly configurable and dashboards can be configured using our forms capability to display relevant records based on the signed -in user. Additionally, a supervisor dashboard Is also available to manitor Ability to configure dashboards to display records relevant to current queues and work. 305 the signed In user or their team The following screenshot shows an example of a customer dashboard loading with that user's speci0c details and case history. Note that this approach could be used to load a dashboard for an employee or supervisor: Included https://rb.gy/eihsrv, 306 Ability for staff to quickly duplicate an existing record The City can also configure processes within our forms capability which will allow data to be cloned from one case type into another. This process could be triggered from a button click by the employee and would allow Included mapping of custom fields from one case type to another. Our solution's process management and forms adapter capabilities can be utilized to configure tickets cases automatically upon receiving structured emails and alerting tools. Our solution also includes a forms capability to create tickets automatically via external tools leg. which can submit cases automatically to the system. Additionally, our solution's process management and 307 JAbility emails, web forms, monitoring and alerting tools) farms adapter capabilities allow the City to configure REST and SOAP services which can be used to Included automatically create tickets via external tools. Cases can be marked as complete by the user and a closure note and reason provided. This can be performed via our Employee Desktop user interface orv€a our secure APIs. 308 Ability for staff to quickly mark the record complete and enter The following screencam shows a garden waste parallel process being submitted and then actioned via built in Ove resolution workflow. Note that there is also a "close" button at thetop of the case view screen (can be seen at 2:40 in the video) if a user wishes to sign off cases without the need for built in workflow: Included https://rb.gy/bcasw7 our solution fully meats this requirement. Searches of records can be carried out using location car similar information that can help identify a similar case/ticket and display that information to the member of staff. Ability to display Information to staff as they enter a record Additionally, cases/tickets created can be geotagged with the location as selected on a map and this data can 309 that is relevant to a ticket that is being entered; such as other be used to re -present the case as a pia an a map (e.g. for detection of duplicates). tickets for the customer or near the location being entered The following screencam shows an example of a streetlight out case/ticket being flagged as being close to one we are trying to submit: Included https)/rb.gy/upxluw Scripts to guide agents, both to reach the required process flow and to guide the agent within each process Sow, can be configured. This is using the farms capability. The questions asked and the guidance given can be provided in context not only to the service request type, but also to the customer type, agent characteristics (e.g. expert agent or new starter}, time of day, or other environmental parameters passed into the form. Ability to prompt the staff entering a record with scnpted An example of this type of scripting (for a "travel agent" use case) is shown in the following screencam: 310 information or other helpful information regarding the record https:)frb.gy/jseuot type being entered This approach allows for such processes to be reused through both mediated channels and via the web/mobile channel without change. Our forms capability also includes a knowledge widget that allows knowledge search to be included within a data capture form. The widget allows for searches to be performed manually by the agent or automatically based on the context of the form. Knowledge articles can be configured by the City to be popped into a new Included window or displayed as a modal pop-up within the form. 40D Issue, Request and Inquiry Tracking - _7171.1.1 Our _s sta f to search all cases tickets to track the information associated with that case e.g. tasks needing completed, SLA due dates, who reported this case/tEcket, notes added to. The following screenshot shows an example of a case view screen including all of the requested information for tracking: 401 Ability to track issues, requests and inquiries within the system https://rb.gy/wemxid The following screenshot shows an example of our supervisor dashboard which can be used to track issues, requests and inquiries within the system: Included https://rb.gyiemozw Our solution tracks all of this Information out-of-the-box and displays this within each carelticket fort the staff member. The fallowing screenshot shows an example of a case view screen including all of the requested information Ability to track record status, type, requester, resolution, status for tracking: 402 notes, Internal notes, dispatch notes and external party httpsf/rb.gy/wemxid The following screenshot shows a case that has a note attached: included https://rb.gy/xhsish our so ation provi es the atillity for cases to be associated with ocations(such as a property or street), In addition, cases can be geotagged with the location as sefected on a map which can be used to represent the case as a pin on a map (e.g. for detection of duplicates or in our reports). 493 Ability to assign a location to any record The following screenshot shows an example of a pothole case being submitted. This Image specifically returns all of the current pothole cases in the system (blue pins represent closed cases and green pins represent open casesy: Included https://tb.gy/3cllhe Our solution provichisi, the ability for files to be attached to cases, This can include photo or other documents. In addition, the City can configure our file upload widget to restrict the file size or type that can be uploaded by citizens or employees. 404 Ability to add photos and other attachments to records The following screenshot shows an example of a styled attachment vddget included In our "streetlight out" form which can be used to allow a user to attach a file: Induded https://rb.gy/Ghvcyi Our solution fully meets this requirement out-of-the-box. All case/ticket activity Is logged in the case/ticket System will automatically track record progress and history; audit including the userld of the user (or system process) that created the service request use. 405 including status changes with date and time information The fallowing screenshot shows an example of a case view screen including all of the requested Information for tracking: Included I https./Irb.gy/wemxid DocuSign Envelope 1D: 28B5A08E-C19D-4A67-AEA1-563C9EE40068 track record changes; including This is standard functionality of our solution. All case activity is logged as case events including the userid of 406the FmIlEcal[y e and history user (or system process) that performed the change and the time when the update was performed. The following screenshot shows an example of events captured on a case/record: Included https://rb.gylgwgola Our solution allows custom fields to be added using our forms capability, which can easily be configured to 407 Ability to create custom fields attach to a case/ticket. Additionally, our solution includes "user -defined fields" which can be used to store more information about a user, The following screenshat shows an example of custom fields being added to a case via tags: Included https://rb.gy/f6kz7j 408 Ability to make custom fields contextual based on record type The City can can igure custom fields within forms and apply different forms to different caselrecord Included classifications. Our sa utmn s forons capability can be used to display alerts and additional n ormat art based on a M77 type. The following screenshot shows an example of a styled alert added to our Customer Portal for all users. Nate 409 Ability to display alerts and additional information text based that alerts can be configured within knowledge and farms with the inclusion of business rules applied when to on record type show those alerts e.g. forms - when a user lives in a certain area, show Alert A, knowledge - when a user searches for "storm", show Alert B etc.: Included h[[ps:/Jrb.grlo4bzaj 500 - -- Notificatlons Our solution supports [he ability to colfig— —blirstmn messages that can be sent automatically to customers. $01 Ability to customize customer ratifications The following screenshat shows an example clan email configuration within our process management capability which allows emails to he configured and populated with user information: Included https://rb.gy/ulgcya Our solution fully meets this requirement. when configuring a customer notification, you will have full access to all details related to the record as well as the caselticket. These notifications can be configured to address the customer by name and include all relevant information automatically. 502 Ability to add record details, such as status or resolution, to The followingscreenshot shoves an example of an email configuration within our p g process management customized notifications capability which allows emails to be configured and populated with user information. Please note the fields surrounded by square brackets )e.g. (name)), this is how fields are passed from a record/case to the email to populate the information relevant to the customer receiving this email: included https://rb.gy/ulgcya Our solution can be configured bythe Cityto integrate with an SMS gateway using cur process management 503 Ability to distribute notifications through text messages integration capability. This allows SMS messages to be-nt at various stages of the case lifecycle. This can include, but not limited to: case open, use closed or case update events- We have not included any costs for Included an SMS gateway as we assume the City would provide one. Ability to distribute notifications through app push SM notifications Included Our solution supports push notifications for submitted records via our app. Our riclution fully supports email notifications. 505 Ability to distribute notifications through emails notifications The following screenshat is an example of an auto- generated email sent to a customer after they have submitted a case/record: Included https!lfb.gy/Sxrbx6 Oursolutton provides the ability for staffto send emails an demand with or without predefined templates. 506 Ablllty for staff to send templated emails on demand The following screenshot is an example of a configured email which can be sent automatically depending on case activity or triggered manually by staff: Included https://rb.gy/5xrbx6 Notifications can he sent to external users based on their 567 information {service area, address, geographic areas o£ Using our reporting capabilities, the City can generate distribution lists based on specific criteria e.g. service interest, custom topics} area, address, custom topics, geographic areas of interest etc. The distribution lists can then be ingested into Included to our process management capability to send notifications to all the requested users. 506 General user broadcasts can be sent to all registered users using our reporting capabilities, the City can generate a distribution list of all customers. The distribution list Included can then he ingested into to our process management capability for dktrihution via email_ 6A0 Inquiry Knowledge ease --" -- --- -- - --` -' Our solution provides a powerful and comprehensive knowledge base capability. This allows for customers and internal staff to get answers to questions and to link from the information to associated information and/orservice requests. The Knowledge system allows for the authoring of content with multiple views for Internal and external audiences- but managed as a single document. The Knowledge base on be searched by an employee orcustamer and be used to deflect the customer, provide first call resolution or enable a case to be created for further processing orfulfilment of the customer request. The City can configure our knowledge widgets within Forms or the Customer Portal or access knowledge via our knowledge base integration within the Employee Desktop interface. The system supports the concept of a knowledge base driven We recommend that the City utilize a knowledge management process so that unanswered inquiries or 601 by customer inquiries incorrect knowledge content is used to author and update knowledge content within the knowledge base. Reports are available to provide data to help identify areas where knowledge content can be provided or improved. An example of knowledge embedded within ourforms capabilily {which on beaccessed by customers or employees at the discretion of the city Le. can be configured to be accessed by one and not the other if preferred) can be seen in the following screenshot: https:]/rb.gy/turan The following screenshot shows an example of a wildcard search (returns all knowledge articles) being done within the Customer Portal: httprl/rb.gy/duahc7 An example of an employee searching for knowledge articles can he seen in the following screenshot. Included https:!/rb.gy/.c3mg Knowledge inquiries can be "classified" and stored as cases that are associated with the customer. This provides valuable reporting data as well as full vislblllty of a customer's case history Including knowledge 602 Customer inquiries are automatically stared and searchable in In addition, using our knowledge integration within the Employee Desktop, knowledge articles a separate interfaceinquiries. Viewed during an interaction are automatically recorded against the customer Interaction record. The City could also configure knowledge management into the workflow of a case so that a knowledge Included manager could be automatically alerted when there is a need for a new article or FAR. DocuSign Envelope ID: 28B5AO8E-C19D-4A67-AEA1-B63C9EE40068 Knowledge base entries can be tagged with custom tags that can be used for searching and filtering of search resuRs, 603 1:1atfiotyt tag questloas with multiple custom keywords, such The following screenshot shows an example of an article that has been tagged as an "Environmental" article. asroject names, that can be used in searching Nate that articles can be tagged with several tags: Included https://rh.gy/2moldv nqumes can bessarched using the same search capability as cases. This includes use of the advanced acet search rapabilities to allow inquiries to be located by (far example) date, classification or customer Inquiries can be search in a manner similar to all records (by information. 604 location, date range, customer information) The following screenshot shows an example of the case search screen and shows some of the available fields that can be used to filter inquiries stored in the system: Included https://rb.gy/momOeS 790 $.nice Levi Agreemems Due dates can be set for a case and the solution supports advanced Service Level Agreement (SUS) management, that makes sure that work is escalated as required. SLAB can be configured bythe Cil an overall case level and for each task within the case (to ensure the overall case "keeps on track'). SLA notifications are configurable on any number events: "at risk"; "breached" or at multiple times post breach. 701 Ability to set and review the SLA for a specific record type The due date for the case can be reviewed within our Employee Desktop orvia o ur reports. The following screenshot shows a case being viewed which shows all of the SLA details for that specific record. Note that each of the tasks also have their own SLAB so that the work on this case can be monitored throughout the cases expected due date i.e. task 1 should be completed In 1 day, task 2 should he completed in 3 days etc.: Included https)/rb.gy/wemxid Our proposed solution comes with pre-elefined reports covering case aged summary historical pe ormance allowing analysis of SLA breaches according to the severity of the breach by department and queue. In addition, supervisor dashboards give a real time view of cases that are about to or have already breached their Ability to track and report on records nearing or that have SLA se that they can be actioned. 702 elapsed the SLA The following screenshot shows an example of the data surfaced within Power BI for reporting {Aged SLA breach report), note that this data can be surfaced in 3rd party reporting tools or within custom dashboards within our forms capability: Included https:/Jrb.gy/fepxzj Authorized users can either suspend an ongoing SLA (a reason is required} or can amend an existing SLA(or 703 Ability to adjust the SLA or place a record in a pending status Due Date). This is a feature that we would suggest Is provided to authorized users only (e.g. supervisors). The following screenshot shows the option to suspend a SLA: included https.//rh.gy/tvySvk Ability, to track and report on adjustments to an SLA Oral The City can configure a report in 1n our reporting solution to show cases that have a suspended SLA or have 704 records in a pre��nped pe^d'ng status Included been sitting without update for a given period oftime. g Soo Report, and Searching A'oi€ity for users to export queries or other subsets of data as pur reporting solution provides the ability for tIty users to export data in a variety of formats incl uding 841 _ CSV data. Included ExceVCSV format, PDF and PowerPoint. The proposed solution comes with pre -defined reports covering a range of categories including cases, interactions, users and customers. Case reports include Case Load by Department, Case Load by Department and Time, Days to Close by Department, Days to Close by Period, Case List, Case Closure, Top 10 Service Requests, Channel Shift Overview, Channel Shift Top 5, Channel Shift Performance Vs Type, Channel Shift Vs Target, Channel Shift Trends, The system includes a standard collection of out-of-the-box Channel Shift Costs and Savings, Average Days to Close by Department, Average Days to Close by Month. Case Al reports Location, Service Request by Location (Open Data), Service Request Performance by Type (Open Data), Case SLA, SLATrends, SLA Performance, Aged SLA Breaches, Aged SLA Forecast, Aged SLA Breaches, Aged 5LA Forecast. Interaction reports Include Dverview, Top 10 Clients, Last N Months, Cases per Inta lon (Last N Months), Uses per Interaction (Monthly Trend), interactions (Hourly Trend), Interaction List Included An overview ofthe solution's reporting functlonality can he viewed in this video; https;//rh.gyJ1obIv Our reporting solution makes it easy for both business and technical users to generate ad hoc or custom reports. This is because the reporting capability is based on powerful pre -defined data models that are 893 Ability for users to generate and save custom reports optimized for reporting and anaKcs on specific objects such as cases and interactions. These allow users to easily create new reports and dashboards (with both simple and complex charts and maps). An example of how to create custom reports within rower SI can be seen in the following screencam: Included https./Irb.gyfObfwh In our reporting solution users have the ability to schedule reports to be emailed to users. Power 81 emads snapshots according to the frequency configured by each user with a link to open the associated report or Ability for reports to be automated and email to a distribution dashboard. 804 list at a schedule interval. The following screenshot shows an exampte of a schedule being created for a report within Power BI. All subscribed users will then receive updates automatically via email when the report Is updated: Included https://rh.gy/goGlbi Our advanced case searching can be used to tina case created within a specified time range. The search can be, performed by users of the Employee Desktop interface or via our secure APIs. The following screenshot shows an example of a cas ilrecmd search screen which includes a date range filter. 805 Ability to search for records based on data ranges Note that our reporting capability also filters by date: The following screenshat shows an example of the case search screen and shows some of the available fields that can be used to filter Inquiries stored in the system: Included https://rb.gylmomoes Our interaction and service request case history is provided in a comprehensive and inter-Unked manner. This allows users to view any Uses related to a property, street, organization or person, and within the Case view to see the associated interactions. Following the search for a given property or street, the case history 806 Ability to search for records based on location associated with the given location can be viewed. Additionally, case metadata can store an x/y location which can be used to pint cases on our C15 widget. This Included allows case data to be displayed using a locatien selected via the GIS widget. DocuSign Envelope ID: 28B5A08E-Cl9D-4A67-AEA1-B63C9EE40068 Employees can search for records int u ing customers, organizations, properties andcases using our built in search screens. Advanced searching can he performed using multi -faceted searching (for example: search for cases by date and classification or individuals by name and email]. In addition, searching can beconfigured by the City within farms (e.g. as a part of a process) or via a third party application using our APIs or through the use of configurable search widgets. 007 Ability for records to he fiitered and searched by date and time When a set of search results is presented, they can be further sorted by any of the returned data attributes information, owning team, request type and status {For example to sort by queue, date or case ID). The following screenshot shows an example of the case search screen and shows some of the available fields that can be used to filter records/cases stored in the system. All the filter criteria mentioned in this requirement is met fully by our solution: c'.ud�e ht ps://rb,gy/momae5 90g Ge neral 5yetem Re uirements f Our proposed solution provides a security mechanism which limits functionality by role / group and third party access. Security permissions are managed in group profiles. Group profiles define what can be done functionally by any users within that group. When a user logs into the system, their associated groups determine what they can do and see. For example, administrators pike 8reand3n} that configure the system need to have access to the various configuration screens such as forms and content templates. On the other hand, users (like Melissa) that need to handle Role based permission management for staff users. Roles customer enquiries should not have access to the configuration screens. 902 should at least include a reader, editor, administrator role. This screenshot shows that Breandan has access to all the configuration capabilities in our solution: https://rb.gy/bMjx This screenshat shows that Melissa only has access to the main staff user interface for handling customer enquiries: https://rb.gyilpgcam User groups that have access to data (e.g. customer data or cases) can be configured by the City so that they Included have read only, update or delete permissions. 902 Restrict user access based on request team, request type or other criteria. Included Our solution provides the ability for access to be restricted, for example, based on queue (assigned team). This is standard functionality of our solutlon. All case activity is logged as case events inducting the userid of 403 System captures details regarding modifications to a record; the user (or system process) that performed the change and the time when the update was performed. including username and datetime €nformatian. The following screenshot shows an example of events captured on a case/record: Included https://rb.gy/9wgoja Th. City can configure a default queue, priority, severity and title for each case classification wit in our solution. Additionally, cur Forms allow dynamic assignment of cases (for example to a given classification or queue) based on data entered within the form. This can include data such as date, selection option from a drop-down list, location data from our GIS widget or data from a third parry system. The dynamic assignment System provides basic workflows that default assignment feature allows a single form to he used for multiple case classifcatlons. It also provides a routing capability 904 based upon rewrd type .,other details and can be which means a case can he allocated directly to the relevant case handler without requiring any intermediary configurable triage. The following screencam shows a garden waste parallel process being submitted and then actioned via built in workflow: Included https://rb.gy/bcasw7 Our data ingestion capability allows the import ofV5V and flixedwit i es. T e Mel Integrates with our Process Management application which allows the City to configure a process that should be applied to each rowin the imported file (for example: create a case, create/update a customer record or send a notification). 405 An ability to perform batch imports of request from excel or APIs are also available to allow the creation or update of objects (such as cases, individuals, properties and through an available API farms}. The following samencam shows an overview of our data Ingestion capabliftles: Included https://rb.gy/gagypfi Our Cloud service provides a number of APIs as follows: "60AP Web Services AP[s and REST Web Services APfs. These bi-directional APIs allow the Cloud Service to both invoke APIs in 3rd party systems and also be invoked by 3rd party systems. These transactional APIs support a number of use cases covered in the integration section of this document. -REST APIs can he confgumd using the dreg and drop configuration in our Process Management component. 906 System offers a functional REST or SOAP based API -Date APIs. These uni-directional secure APIs are designed for to enable integration with third -party analytics platforms such as MS Power BI or Tableau. -Data Loader APIs. These file -based Apia allow data to he loaded into the Cloud Service in hatch mode. The following screenshot shows an example of how our process management capability is used to create a REST service: https-//rh.ey/zep.yq The following screenshot shows an example of how our process management capability is used to create a Please Tndimte API architecture SOAP service: Included fRESTj { SOAP, Swagger, etc.) https://rb-gy/zzt4ul Our proposed solution is browser -based and is forwand-compatlicle witbrowsers including c roma, Fire ax, Edge and IE 11. Application supports Madem Web Browsers (utilizing Chrome This is ensured through our "Software Product and Infrastructure Development' process which includes the 907 Engine) or at least Internet Explorer Sla use at Browser5tack, an automated test tool that has the ability to test "an 2000+ real devices and browsers" and flag issues should they arise. Issues are then addressed and the whale solution is subjected to the same automated tests again. The use of 6rowserlitack includes testing of browsers on desktops, tablets and Included Ptwm list recommended browsers ismartphore devices. DocuSign Envelope ID: 28B6A08E-C19D-4A67-AEA1-B63C9EE40068 Our forms capability provide the ability for the City to configure each field to include validation. This can comprise of regular expressions with helpful error messages. For example, email addresses or postal codes can he checked for the right format, and dates can he checked to he In the allowed range for the context of the business process. Additionally, fields can he configured to be aptEonal or mandatory, with an error message to bedisplayed for mandatory fields not completed. Styling can be configured by the Cty to Identify 998 Includes usability features (e.g. tabs, tool tips, callouts, mandatory fields as well as configuring the styling for anyvalidation warning messages. identification of required fields). Help messages can he provided for each fields (for example to give an example of the type of data that should be entered or more detailed process guidance notes for the user). The City could also utilize the knowledge management to provide further assistance forthe user as is applicable to a given point in a process. Our Employee Vmktop user interface makes use of tabs and sub -sectioned pages to facilitate the presentation of case and customer details, for example. The following screenshot shows some of the available configuration available on a form elements Included https./Irb.gy/cgyhkm Our date model supports a range of user -defined fields that can be used by the City to persist custom data at a customer/organization level. For individual processes, any custom fields required can be freely configured into 909 The system allows the atiilityto create additional custom fields Forms. All of this data can be made available to the reporting infrastructure for presentation through aur reports- Additionally additional custom fields (for example service specific fields) can be stored against a case Included using our forms capability. Any custom fields that have been configured can be accessed via our secure APIs. 90 Vendor Support and Maintenance 1001 Vendor can provide 24/7 technical support included As we areoffering Premium evel support, our support centers are available to you 24x7x365. The so ution includes a 99.9% uptime guarantee and Verint understand that system avai ability Will e monitored by your team. The cloud service is hosted by Amazon Web Services and is designed for high availability, with the following characteristics: 1002 Vendor maintains a 99.95% uptime per month -Replicated across 2 availability zones within a specific region d4pplicafion s—ni load -balanced -Database (one primary, one secondary) Included dot least two instances of every application service We are proposing a multi- tenanted public cloud service Sal so releases and patches are applied to the service (following comprehensive internal testing) at regular intervals. This is the common approach for public vender performs regular maintenance outside of operating cloud solutions. Only provided system interfaces may he used far process configurations to ensure that 1003 hours (if cloud hosted servicer Please indicate ifapplicaflan is configurations made are'safe and patches/upgrades will not impact configurations. The service is provided in avafiatik as 5<W.5 OrFPremfse Orl a high availability environment so system maintenance can normally be performed without any impact to the Included lor hybrid leontinuily ofthe service. DocuSign Envelope ID: 28B5A08E-C190-4A67-AEA1-B63C9EE40068 SAFETY RECORD QUESTIONNAIRE The City of Denton desires to avail itself of the benefits of Section 252.0435 of the Local Government Code, and consider the safety records of potential contractors prior to award of City contracts. Pursuant to Section 252.0435 of the Local Government Code, the City of Denton has adopted the following written definition and criteria for accurately determining the safety record of a respondent prior to awarding City contracts. The definition and criteria for determining the safety record of a respondent for this consideration shall be: The City of Denton shall consider the safety record of the respondent in determining the responsibility thereof. The City may consider any incidence involving worker safety or safety of the citizens of the City of Denton., be it related or caused by environmental, mechanical, operational, supervision or any other cause or factor. Specifically, the City may consider, among other things: a. Complaints to, or final orders entered by, the Occupational Safety and Health Review Commission (OSHRC), against the respondent for violations of OSHA regulations within the past three (3) years. b. Citations (as defined below) from an Environmental Protection Agency (as defined below) for violations within the past five (5) years. Environmental Protection Agencies include, but are not necessarily limited to, the U.S. Army Corps of Engineers (USACOE), the U.S. Fish and Wildlife Service (USFWS), the Environmental Protection Agency (EPA), the Texas Commission on Environmental Quality (TCEQ), the Texas Natural Resource Conservation Commission (TNRCC) (predecessor to the TCEQ), the Texas Department of Health (TDH), the Texas Parks and Wildlife Department (TPWD), the Structural Pest Control Board (SPCB), agencies of local governments responsible for enforcing environmental protection or worker safety related laws or regulations, and similar regulatory agencies of other states of the United States. Citations include notices of violation, notices of enforcement, suspension/revocations of state or federal licenses or registrations, fines assessed, pending criminal complaints, indictments, or convictions, administrative orders, draft orders, final orders, and judicial final judgments. C. Convictions of a criminal offense within the past ten (10) years, which resulted in bodily harm or death. d. Any other safety related matter deemed by the City Council to be material in determining the responsibility of the respondent and his or her ability to perform the services or goods required by the solicitation documents in a safe environment, both for the workers and other employees of respondent and the citizens of the City of Denton. In order to obtain proper information from respondents so that City of Denton may consider the safety records of potential contractors prior to awarding bids on City contracts, City of Denton requires that respondents answer the following three (3) questions and submit them with their submissions: DocuSign Envelope ID: 28B5A08E-C19D-4A67-AEAi-B63C9EE40068 QUESTION ONE Has the respondent, or the firm, corporation, partnership, or institution represented by the respondnet, or anyone acting for such firm, corporation, partnership or institution, received citations for violations of OSHA within the past three (3) years? YES NO X If the respondent has indicated YES for question number one above, the respondent must provide to City of Denton, with its submission, the following information with respect to each such citation: Date of offense, location of establishment inspected, category of offense, final disposition of offense, if any, and penalty assessed. IN* 11YmenIUi'L4] Has the respondent, or the firm, corporation, partnership, or institution represented by the respondent, or anyone acting for such firm, corporation, partnership or institution, received citations for violations of environmental protection laws or regulations, of any kind or type, within the past five years? Citations include notice of violation, notice of enforcement, suspension/revocations of state or federal licenses, or registrations, fines assessed, pending criminal complaints, indictments, or convictions, administrative orders, draft orders, final orders, and judicial final judgments. YES NO X If the respondent has indicated YES for question number two above, the respondent must provide to City of Denton, with its submission, the following information with respect to each such conviction: Date of offense or occurrence, location where offense occurred, type of offense, final disposition of offense, if any, and penalty assessed. UESTION THREE Has the respondent, or the firm, corporation, partnership, or institution represented by respondent, or anyone acting for such firm, corporation, partnership, or institution, ever been convicted, within the past ten (10) years, of a criminal offense which resulted in serious bodily injury or death? YES NO X If the respondent has indicated YES for question number three above, the respondent must provide to City of Denton, with its submission, the following information with respect to each such conviction: Date of offense, location where offense occurred, type of offense, final disposition of offense, if any, and penalty assessed. DocuSign Envelope ID: 28B5A08E-C19D-4A67-AEA1-B63C9EE40068 Exhibit G CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entity This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a). By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor. 1 Name of vendor who has a business relationship with local governmental entity. Veri nt Americas Inc., dba Veri nt Systems Inc., 2 ❑Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 71 business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate. S 1 Name of local government officer about whom the information in this section is being disclosed. NA Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employm ent or other business relationship as defined by Section 176.001 (1 -a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? FI Yes No B_ Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity? Yes 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 one percent or more? Yes = No D. Describe each employment or business and family relationship with the local government officer named in this section. NA 4 ❑ 1 have no Conflict of Interest to disclose. 5 Docu5igned by: 10/12/2021 Si - UVi 4§ing business with the governmental entity Date Eas Christopher Goolsbee 6; 10/12/2021