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21-230421-2304 ORDINANCE NO. AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME -RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITH N. HARRIS COMPUTER CORPORATION, FOR THE PURCHASE OF SILVERBLAZE, UTILITY BILLING SOFTWARE TO BE USED BY THE CUSTOMER SERVICE DEPARTMENT, WHICH IS THE SOLE PROVIDER OF THIS SOFTWARE, IN ACCORDANCE WITH TEXAS LOCAL GOVERNMENT CODE 252.022, WHICH PROVIDES THAT PROCUREMENT OF COMMODITIES AND SERVICES THAT ARE AVAILABLE FROM ONE SOURCE ARE EXEMPT FROM COMPETITIVE BIDDING, AND IF OVER $50,000 SHALL BE AWARDED BY THE GOVERNING BODY; PROVIDING FOR THE EXPENDITURE OF FUNDS THEREFOR; AND PROVIDING AN EFFECTIVE DATE (FILE 7621 — AWARDED TO N. HARRIS COMPUTER CORPORATION, FOR ONE (1) YEAR, WITH THE OPTION FOR FOUR (4) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE TOTAL FIVE (5) YEAR NOT -TO -EXCEED AMOUNT OF $761,008.78). WHEREAS, Section 252.022 of the Local Government Code provides that procurement of items that are only available from one source, including, items that are only available from one source because of patents, copyrights, secret processes, or natural monopolies; films, manuscripts, or books; electricity, gas, water, and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids; and WHEREAS, the City Council wishes to procure one or more of the items mentioned in the above paragraph; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The following purchase of materials, equipment or supplies, as described in the "File" listed hereon, and on file in the office of the Purchasing Agent, and the license terms attached are hereby approved: FILE NUMBER VENDOR AMOUNT 7621 N. Harris Computer Corporation $761,008.78 SECTION 2. The City Council hereby finds that this bid, and the award thereof, constitutes a procurement of items that are available from only one source, including, items that are only available from one source because of patents, copyrights, secret processes, or natural monopolies; films, manuscripts, or books; electricity, gas, water, and other utility purchases; captive replacement parts or components for equipment; and library materials for a public library that are available only from the persons holding exclusive distribution rights to the materials; and need not be submitted to competitive bids. SECTION 3. The acceptance and approval of the above items shall not constitute a contract between the City and the person submitting the quotation for such items until such person shall comply with all requirements specified by the Purchasing Department. SECTION 4. The City Manager, or their designee, is hereby authorized to execute the contract relating to the items specified in Section 1, attached hereto, and the expenditure of funds pursuant to said contract is hereby authorized. SECTION 5. 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 6. This ordinance shall become effective immediately upon its passage and approval. The motion to approve this ordinance was made by �kacu - and seconded by So n rnap�y; C 2 approved This ordinance was passed and approd by the following vote - �: Aye Nay Abstain Absent Mayor Gerard Hudspeth: �L Vicki Byrd, District 1: Brian Beck, District 2: Jesse Davis, District 3: ✓ Alison Maguire, District 4: ✓ Deb Armintor, At Large Place 5: Paul Meltzer, At Large Place b: ^� PASSED AND APPROVED this they day of N asemb e.gc- 2021. ATTEST: ROSA RIOS, CITY SECRETARY BY: G�1 - Ti GERARD HUDSPETH, MAYOR ���lilllJil� ♦���� E OF Df '+AVT ••�••r....••�•• • t� APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY Digitally signed by Marcella Lunn DN:cn=Marcella Lunn, o, ou=City ` r of Denton, AL=A email=marcella.lunn@ciryofdento BY: Y: n.com, c=us nate• 7a7i in m i i-na->i -ns'nm DocuSign Envelope ID: BA3C844D-F01A-4301-BB47-702BBCE3BD91 CITY OF 4610 DENTON Docusign City Council Transmittal Coversheet FILE 7621 File Name Silverblaze software Purchasing Contact Erica Garcia City Council Target Date NOVEMBER 9, 2021 Piggy Back Option Not Applicable Contract Expiration NOVEMBER 9, 2026 Ordinance 21-2304 iDS DccuSign Envelope ID: BA3C844D-F01A-4301-B647-702BBCE3BD91 NORTHISTAR 7M UTILITIES SOLUTIONS Master Agreement Software License, Subscription, Services, Support and Maintenance, and Hosting Services Agreement NorthStar Utilities Solutions 1-844-888-9904 or 613-696-0127 info@ northstarutilities.com 1 Antares Drive, Ottawa, Ontario, Canada, K2E 8C4 DocuSign Envelope ID: BA3C844D-FU1A-43C1-B647-702BECE3BD91 Contents Master Agreement Terms and Conditions................................................................................................. Schedule „A" - Description of Software...................................................................................................... Schedule «g„ —Statement of Work ("SOW").............................................................................................. Schedule "C!'— Sample Change Order Form ................... Schedule "D" —Standard Support and Maintenance Guidelines................ ................................................ Schedule "E" -- Third Party Software Licenses and Third Party Software Terms .............. Schedule "F"—Service Availability .................. Schedule "G" — Security.................... ........................................................................................................... 21 Page DocuSign Envelope ID: BA3CB44D-F01A-43C1-B647-702BBCE3BD91 Master Agreement Terms and Conditions THIS SOFTWARE LICENSE, SERVICES, SUPPORT AND MAINTENANCE, AND HOSTING SERVICES AGREEMENT (the "Agreement") made as of the _day of,_, (the "Effective Date"). BETWEEN: N. HARRIS COMPUTER CORPORATION ("Harris") -and - City of Denton ("Organization") WHEREAS, Harris wishes to grant the Organization a license to utilize certain Software; to provide certain Services related to said Software; and to enter into an agreement for the Support and Maintenance of said Software; and to provide certain Hosting Services to Organization; and WHEREAS, the Organization wishes to acquire a license to utilize the Software; to obtain Services related to said Software; to acquire ongoing Support and Maintenance for said Software; and to obtain Hosting Services for said Software and its system; NOW THEREFORE, in consideration of the mutual covenants set out in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties agree as follows: ARTICLE I: INTERPRETATION Section 1.1 Definitions 1.1.1 "Annual Hosting Fees" means any Annual Hosting Fees included in the SOW (Schedule "B") to this Agreement. 1.1.2 "Annual Subscription Fees" means any annual subscription fees for Software licensed on a subscription basis as set out in Schedule "A" to this Agreement. 1.1.3 "Completion of Services" means that the Software is operational and performing in conformity with the specifications set out herein. Completion of Services will be deemed to have occurred on the date which the Organization commences using the Software as its predominant business system. 1.1.4 "Concurrent Users" means the total number of Users who can access the Software at any one time as detailed in Schedule "A," and further described in Article 11. 1.1.5 "Concurrent User License" means a license that restricts the total number of Users who can access the Software at any one time to the number detailed in Schedule "A". "Confidential Information" means the Software and all information or material that either party treats as confidential which: is (A) marked "Confidential," "Restricted," or "Proprietary Information" or other similar marking. ( Confidential Information does not include information to the extent that such information: (i) is or becomes generally known to the public by any means other than a breach of the obligations of a receiving party hereunder; (ii) was previously known to the receiving party as evidenced by its written records; (iii) is rightly received by the receiving party from a third party who is not under an obligation of confidentiality; or (iv) is independently developed by the receiving party without reference to or use of the other party's Confidential Information which such independent development can be establish by evidence that would be acceptable to a court of competent jurisdiction. Confidential Information does not include any personal information that may be included in the Data. Harris acknowledges that the Organization must strictly comply with the Public Information Act, 31 Page DocuSign Envelope ID: BA3C844D-FOIA-43C1-B647-7026BCE3BD91 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. All material submitted by Harris to the Organization shall become property of the Organization upon receipt. Any portions of such material claimed by Harris 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. 1.1.6 1.1.7 "Customer Data." As between Organization and Harris, all Customer Data will remain the sole and exclusive property of Organization. Organization is solely responsible for ensuring the accuracy, quality, integrity, reliability, appropriateness and right to view and use the Customer Data, and shall ensure that the Customer Data will not violate any applicable law or the terms of this Agreement. Organization consents to the storage of Customer Data in, and transfer of Customer Data into, the United States if Organization is located in the United States and in Canada if Organization is located in Canada. 1.1.8 "Documentation" means user guides, operating manuals, educational materials, product descriptions and specifications, technical manuals, supporting materials, and other information regarding the Software regardless of the media on which it is provided. 1.1.9 "Hosting Services" means the services to be provided by or on behalf of Harris under this Agreement that includes hosting, monitoring, operating and maintaining the Software on hardware and related equipment and will permit Organization to use and access the Software via a method as determined solely by Harris. The Hosting Services shall also include storing all data entered and maintained by Users through use of the Hosting Services and the provision of updates, upgrades, and bug fixes related to support and maintenance of the Software. 1.1.10 "License" means the license rights granted to the Organization pursuant to Article II hereof and includes both a Concurrent User License and a Site License. 1.1.11 "Release" means an Update and an Upgrade. 1.1.12 "Service Provider Content" means content such as software (including machine images), data, text, audio, video or images that Harris's service provider or any of its affiliates make available in connection with the Hosting Services to allow access to and use of the Hosting Services, including APIs; WSDLs; documentation; sample code; software libraries; command line tools; proofs of concept; templates; and other related technology (including any of the foregoing that are provided by our personnel). Service Provider Content does not include the Hosting Services or other third party software, data, text, audio, video or images made available to Organization in conjunction with the Hosting Services. Some Service Provider Content may be provided to Organization under a separate license, such as the Apache License, Version 2.0, or other open source license. 1.1.13 "Site" means solely at the production environment described in Schedule "A". 1.1.14 "Site License" means a license that restricts the Software such that it can reside in one production environment and a reasonable number of non -production environments. 1.1.15 "Software" means the software products that are listed in Schedule "A" and includes any Update(s) or Upgrade(s) that have been provided to Organization. Third Party Software is not included in the definition of Software. 1.1.16 "Third Party Software" means the third -party software product licensed to Organization by the applicable licensors as listed in Schedule "A" The terms and conditions for the Third Party Software are listed in Schedule "E". Future Releases of the Software may require alternate third -party software to be licensed by Organization, which will be subject to a third party license agreement between Organization and the relevant third party software licensor. In such case Schedule "A" shall be amended to add any such third -party software and it shall be deemed "Third Party Software" for the purposes of this Agreement. 1.1.17 "Update" means any published changes, additions or corrections to the Software that primarily include 41 Page DocuSign Envelope ID: BA3CB44D-F01A-43C1-B647-702BBCE3BD91 a minor modification or enhancement to the Software related to a bug fix, minor additional functionality or legislative changes. An Update is designated by a change in the right -most digit in the version number (for example, a change from X.1 to X.2). 1.1.18 "Upgrade" is a major overhaul of the Software which is a complete new published version of the Software that modifies, revises or alters the Software and adds features, functionality or enhancements to such Software. An Upgrade is typically designated by a change in the number to the left of the decimal point in the version number (for example, a change from 1.X to 2.X). 1.1.19 "User" means any employee of organization or any of Organization's agents who are authorized by Harris pursuant to this Agreement to have access to the Software. Section 1.2 Currency All references to currency in this Agreement and the related Schedules refer to U.S. Dollars. Section 1.3 Schedules The Schedules described below and appended to this Agreement shall be deemed to be integral parts of this Agreement and are incorporated herein by reference: • Schedule "A" — Description of Software • Schedule "B" — Statement of Work ("SOW") with attached o Fees & Payment Schedule • Schedule "C" —Sample Change Order Form • Schedule "D" — Standard Support and Maintenance Guidelines • Schedule "E" —Third Party Terms and Conditions • Schedule "F" — Hosting Services Availability • Schedule "G" —Security Standards ARTICLE II: SOFTWARE LICENSES Section 2.1 Grant of Licenses 2.1.1 Harris Software is licensed, not sold. Software under this Agreement may be licensed perpetually or on a subscription basis, as indicated and designated on Schedule "A." 2.1.1.1 Perpetual Licenses. For Software licensed to Organization on a perpetual basis, as indicated on Schedule "A," and subject to the terms and conditions of this Agreement, including without limitation the payment of the License Fees, Harris hereby grants to the Organization a personal, non-exclusive, non -transferable and limited right and license to use the Software in object code format for the number of Concurrent Users specified in Schedule "A" (the "License"). This License does not apply to Third Party Software, which are licensed pursuant to their terms. 2.1.1.2 Subscription Licenses. For Software licensed to Organization on a subscription basis, as indicated in Schedule "A," and subject to the terms and conditions of this Agreement including without limitation the payment of the Subscription Fees on an ongoing basis, Harris hereby grants to the Organization a personal, non-exclusive, non -transferable and limited right and license to use the Software in object code format on the Hosting Site and for the number of Concurrent Users specified in Schedule "A" (the "License"). All Releases installed by Organization are subject to this License. This License and the other terms and conditions related 51 Page DocuSign Envelope ID: BA3C844D-F01A-43C1-B647-702BBCE3BD91 to this License do not apply to Third Party Software except as this Subscription Agreement may state otherwise. 2.1.2 Any Software furnished by Harris in machine-readable form may be copied in whole or in part by Organization for use on the Organization's platform and operating system environment which is operating the Software ("Designated Computer System"), whether hosted or on premises. This environment can be accessed by Users can be from any internal or external computer terminal. To the extent that any temporary files associated with the Software are created during such use on such terminals, those temporary files are permitted under this License but only for such time that the temporary files are actually required. Organization agrees that the original copy of all Software furnished by Harris and all copies thereof made by Organization are and at all times remain the sole property of Harris. 2.1.3 Any License granted under this Agreement permits the Organization to: (i) use the Software for its reasonable business purposes including performance testing, disaster recovery, disaster testing, training, archival and backup, and (ii) use, copy and modify the Documentation for the purpose of creating and using training materials relating to the Software which may include flow diagrams, system operation schematics, and/or screen shots. 2.1.4 The Organization may duplicate Documentation for permitted uses so long as all required proprietary markings are retained on all duplicated copies. 2,1.5 Software is licensed to the Organization on multiple levels. The Software is licensed on a "Concurrent User License" and "Site License" basis as set forth in Schedule "A". (i) Concurrent User License permits the Organization to use the Software on the Designated Computer System (including all environments such as training, disaster recovery, etc.) provided that the number of Users who may be simultaneously using the Software is limited to the number of Concurrent Users specified for such Software on Schedule "A". A User is further defined as anyone authorized by the Organization who is logged onto the Software, regardless of the type of interface (i.e. graphical user interface or browser user interface). (ii) A Site License permits the Organization to use the Software on the Designated Computer System in one (1) production environment and a reasonable number of non -production environments for the purposes of disaster recovery, disaster testing, training, archival and backup. Organization requires a separate Site License for each production environment into which the Software or any portion thereof is read in machine-readable form. Organization may purchase additional licenses to use the Software as necessary at Harris' then current prices and terms. 2.1.6 As between Harris and Organization, Harris reserves all rights, title and interest in and to the Software not expressly granted herein and the License specifically excludes all such reserved rights, title and interest. 2.1.7 Subject to the terms and conditions of this Agreement, including without limitation, payment by Organization of the Annual Hosting Fees, Harris hereby grants to Organization a personal, non-exclusive, non -transferable limited right, during any Term for which Annual Hosting Fees are paid, to allow Users to access and use the Hosting Services solely in connection with its use of the Software together with any further restrictions as detailed in this Agreement. 2.1.8 Subject to the terms and conditions of the Agreement, Organization grants to Harris and its service provider a world-wide, non-exclusive, royalty -free license to access the Customer Data for the purpose of performing the Hosting Services or as necessary to comply with the law or a binding order of a government body. Access to the Data shall only be by Harris's and its service provider's employees and/or subcontractors whose job function requires access. Except as specified in this Agreement, Harris may not access the Customer Data for any other purpose without the express written consent of 61 Page DocuSign Envelope ID: BA3C844D-F01A-4301-B647-702BBCE3BD91 Organization. Access to Customer Data by any outside party shall only be in accordance with the terms of this Agreement or where required by law or a binding order of a government body. Unless it would violate the law or a binding order of a government body, Harris will give Organization of any legal requirement or order referred to requiring such disclosure. 2.1.9 Organization grants to Harris a world-wide, non-exclusive, royalty -free license to aggregate or compile Customer Data with the customer data of other customers using the Hosting Services so long as such aggregation or compilation omits any data that would enable the identification of Customer, its clients or any individual, company or organization ("Aggregated Data"). Harris shall have a worldwide, perpetual, royalty -free license to use, modify, distribute and create derivative works based on such Aggregated Data, including all reports, statistics or analyses created or derived therefrom so long as such derivative work omits any data that would enable the identification of Customer, its clients, or any organization. Additionally, Organization grants Harris the right to access Data to provide feedback to Organization concerning its use of the Hosting Services. Section 2.2 Term Except as specifically referenced otherwise in any SOW or in the Special Terms and Conditions as part of Article 8.2.4, the following default term provisions shall apply. 2.2.1 Term of License of Software. This Agreement commences on the Effective Date. 2.2.1.1 For any Software License(5) identified on Schedule "A" as perpetually licensed and licensed pursuant to Article 2.1.1.1 is perpetual and of indefinite duration and shall continue to be in force unless terminated pursuant to the terms hereof. 2.2.1.2 For any Software identified on Schedule "A" as licensed on a subscription basis and licensed pursuant to Article 2.1.1.2, unless terminated earlier in accordance with the terms hereof, this Agreement shall commence on the Effective Date and shall continue for as long as there is an SOW in place. a period of one (1) year (the "Initial Term"). After the Initial Term, the Agreement shall be automatically renewed for four (4) successive one (1) year periods (each a "Renewal Term") subject to Harris's then -current price structure and any modifications to the terms and conditions of this Agreement made by Harris upon written notice to Organization to reflect Harris's then current version of this Agreement unless either party provides written notice to the other party of its intention not to renew within one hundred and twenty (120) days of the end of the then current term. The Initial Term and Renewal Term(s) shall collectively be referred to as the "Term". The License is subject to further restrictions as required under the Hosting Services provisions of this Agreement and the payment of any applicable fees as set forth in Schedule "B." 2.2.2 Term of Services. The term for delivery of Services hereunder shall be as set forth in any SOW appended hereto or entered into between the parties hereafter. 2.2.3 Term of Support and Maintenance. The initial term for services provided, pursuant to Article IV hereinafter, shall be for one year beginning on the date fees are due, as detailed in the SOW (Schedule "B"). Thereafter, the Support and Maintenance provisions of this Article IV shall automatically renew annually, unless terminated by either party upon giving to the other not less than ninety (90) days' notice in writing prior to the end of the initial term or any subsequent anniversary of such date. Organization shall pay the then prevailing Support and Maintenance Fee in advance for each such one- year term and where the notice of non -renewal has not been provided in accordance with these terms, the Organization is obliged to pay the Support and Maintenance Fee for the then applicable one-year term. Harris shall neither refund any Support and Maintenance Fees nor any Billable Fees if the Support and Maintenance provisions of this Agreement are terminated. 7 1 P a g e DocuSign Envelope ID: BA3C844D-F01A-4301-B647-702BBCE3BD91 2.2.4 Term of Hosting Services. The initial term for hosting services shall be for one year beginning on the date fees are due, as detailed in the SOW (Schedule "B"). Thereafter, the Hosting Services license shall automatically renew annually, unless terminated by either party upon giving to the other not less than ninety (90) days' notice in writing prior to the end of the initial term or any subsequent anniversary of such date. Organization shall pay the then prevailing Annual Hosting Fees in advance for each such one- year term and where the notice of non -renewal has not been provided in accordance with these terms, the Organization is obliged to pay the Annual Hosting Fees for the then applicable one-year term. Harris shall not refund any Hosting Services Fees paid under any circumstances. Hosting services are licensed and provided during periods for which Annual Hosting Fees have been paid. Section 2.3 Restrictions on Use 2.3.1 Organization shall not, and will not allow, direct or authorize (directly or indirectly) any third party to: (i) use the Software for any purpose other than in connection with Organization's primary business or operations; (ii) disassemble, decompile, reverse engineer, defeat license encryption mechanisms, or translate any part of the Software, or otherwise attempt to reconstruct or discover the source code of the Software except and only to the extent that applicable law expressly permits, despite this limitation; (Iii) modify or create derivative works of the Software; (iv) rent, lease, lend, or use the Software for time- sharing or bureau use or to publish or host the Software for others to use; or (v) take any actions that would cause the Software to become subject to any open source or quasi -open source license agreement. Subject to the laws of the State of Texas and without waiving any immunity, Organization shall be wholly liable to Harris for any misuse of the Software; provided however that such liability shall be only to the extent of the Organization's proportionate fault. 2.3.2 The Software and related materials supplied by Harris are protected by copyright, trade secret, trademark, and other intellectual property laws. The Software may not be resold or licensed by Organization. Any rights not expressly granted herein are reserved. Organization may not obscure, remove or otherwise alter any copyright, trademark or other proprietary notices from the Software and related materials supplied by Harris. 2.3.3 Restrictions Specific to Any Hosting Services Purchased a. Organization may not give away, rent, lease or otherwise sell, re -sell, sublicense, distribute or transfer the rights granted under this Agreement or otherwise use the Hosting Services or any part thereof except as expressly permitted by this Agreement without the prior written consent of Harris. Organization otherwise agrees to abide by the terms of any applicable acceptable use policy of any third party provider as updated by Harris from time to time: the applicable acceptable use policy in place as of the effective date of this Agreement is: https://aws.amazon.com/aup/ b. Organization may not modify, translate, adapt, alter, or create derivative works of the Documentation or Service Provider Content; however, Organization may duplicate Documentation and Service Provider Content, at no additional charge, for Organization's internal use so long as all required proprietary markings are retained on all duplicated copies. C. No third party, other than duly authorized agents or employees of Organization authorized pursuant to Article 2 hereunder, shall have access to or use of the Hosting Services. d. Organization shall not copy, frame or mirror any part or content of the Hosting Services or Service Provider Content, other than copying or framing on Organization's own intranets or otherwise for Organization's own internal business purposes. 81�,_:gc, DocuSign Envelope ID: BA3C844D-F01A43C1-B647-702BBCE3BD91 e. Organization shall not access the Hosting Services in order to (i) build a competitive product or service; (ii) copy any features, functionality or graphics of the Software; or (iii) knowingly allow access to any competitor of Harris. f. The Organization shall not transmit, upload, post, display, distribute, store or otherwise publish, through use of the Hosting Services, any content, data, material or information that: (i) contains a software virus, Trojan horse, worm, time bombs, cancelbots or other harmful or deleterious computer code, files, programs or content that may damage, adversely affect any hardware or software, or that intercepts or misappropriates any system, program, data or information; (ii) is threatening, defamatory, libelous, harassing, abusive, profane, is an invasion of privacy, offensive, obscene, harmful or otherwise objectionable (including without limitation content that constitutes child pornography, relates to bestiality, or depicts non-consensual sex acts); (iii) infringes, misappropriates or otherwise violates any patent, copyright, trademark, trade secret or other intellectual property, proprietary right or other rights of any third party; (iv) violates any law, statute, ordinance or regulation, or that may be harmful to Harris or its service provider's operations or reputation (and shall not perform any activities that are illegal, fraudulent or may result in any of the foregoing); or (v) includes unsolicited bulk e-mails, or other messages, promotions, advertisements or solicitations ("spam") and Organization shall not alter or obscure mail headers or assume a sender's identity without the sender's explicit permission. g. Organization shall not interfere with, attempt to gain unauthorized access to, disrupt or violate the security or integrity of any device, computer, communication system, software application, account, data, the Hosting Services or networks connected to the system used to provide the Hosting Services or use the Hosting Services in any way that would provide harm to it or impair anyone else's use of it. Examples include, without limitation, attempting to probe scan, or test the vulnerability of a system or breach any security or authentication measures used by a system, monitoring of data or traffic on a system without permission, falsification of origin, forging TCP -IP packet headers, e-mail headers, or any part of message describing its origin or route (use of aliases and anonymous remailers are not prohibited by this provision). Additional prohibited activities include: L Monitoring or Crawling. Monitoring or crawling of a system that impairs or disrupts the system being monitored or crawled. ii. Denial of Service (DoS). Inundating a target with communications requests so the target either cannot respond to legitimate traffic or responds so slowly that it becomes ineffective. iii. Intentional Interference. Interfering with the proper functioning of any system, including any deliberate attempt to overload a system by mail bombing, news bombing, broadcast attacks, or flooding techniques. iv. Operation of Certain Network Hosting Services. Operating network Hosting Services like open proxies, open mail relays, or open recursive domain name servers. V. Avoiding System Restrictions. Using manual or electronic means to avoid any use limitations placed on a system, such as access and storage restrictions. h. Organization shall not provide the results of using the Hosting Services for the purposes of monitoring its availability, performance, functionality, benchmarking or competitive analysis to any third party. i. Organization will not or will not attempt to modify, distribute, alter, tamper with, repair or otherwise create derivative works of any Service Provider Content included in the Hosting Services. 91 Page DocuSign Envelope ID: BA3C844D-Fo1A-43C1-B647-702BBCE3BD91 j. Organization will not access the Service Provider Content or the Hosting Services in a way intended to avoid incurring fees or exceeding usage limits or quotas.' I. Harris and/or its service provider may report any activity that they suspect violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. Such reporting may include disclosing appropriate Organization information. Harris and/or its service provider also may cooperate with appropriate law enforcement agencies, regulators, or other appropriate third parties to help with the investigation and prosecution of illegal conduct by providing network and systems information related to alleged violations of the terms of this Section 2.3.3. If Organization or any of its Users become aware of any violation of this Section 2.3.3, they agree to immediately notify Harris and provide assistance, as requested to stop or remedy the violation. M. Harris may immediately suspend, restrict or limit Organization's access to all or any portion of the Hosting Services if Harris determines: i. That Organization's or any of its Users' use of the Hosting Services (A) poses a security risk to the Hosting Service or any third party, (B) poses any risk of any kind ci' nature to Harris's or its service provider's business or other customers; (C) could adversely impact Harris's or its service provider's systems, network, the Hosting Services or the systems or data of any other customer, (D) could subject Harris, its service provider or their respective affiliates or any third party to liability, or (iv) could be fraudulent; II. Organization or any User is in breach of this Agreement; IV. Organization is in breach of its payment obligations for the Annual Hosting Fees; or V. Organization has ceased to operate in the ordinary course, made an assignment for the benefit of creditors or similar disposition of Organization's assets, or becomes the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding, n. Harris will provide written notification to Organization of the suspension, restriction or limitation to Organization's access to the Hosting Services within 5 business days of such determination. In addition to and without limiting the foregoing, Harris reserves the right to refuse to post or to remove in whole or in part any information or materials provided or submitted by or on behalf of Organization in connection with its use of the Hosting Services that Harris determines, in its reasonable discretion, are either in violation of this Agreement or pose any risk of any kind or nature to Harris or its service provider's network, business or other customers. In the event that Harris suspends Organization's right to access or use all or any portion of the Hosting Services, Organization remains responsible for all Hosting Fees incurred during the period of suspension and will not be entitled to any service credits under the Service Level Agreements for any period of suspension. Section 2.4 Ownership of Software and Confidential_ Information 2.4.1 The Organization acknowledges that the Software contains proprietary information and Confidential Information that is the sole property of Harris. 2.4.2 The Organization will take reasonable care to safeguard the Software, and at least the same care as it takes to safeguard its own similar Confidential Information. Section 2.5 Ownership and Disposition of Documents 101 Page DoctiSign Envelope 1D: BA3C844D-F41A-43C1-B647-702BBCE3BD91 2.5.1 The parties agree that no materials or documents are being created for Organization by Harris under this Agreement. All materials and documents which were developed or prepared by Harris for general use and which are not the copyright of any other party or publicly available, including educational materials, remain the sole property of Harris. 2.5.2 Where the Organization requests custom materials or documents, the parties shall enter into a separate written agreement which shall include a duly executed statement of work and provisions for the license or ownership of said custom materials. Section 2.6 Third Party Software 2.6.1 Harris may distribute to Organization the Third Party Software which is described as Third Party Software in Schedule "A". Organization shall pay for the Third Party Software through Harris in the amount of the purchase price(s) listed along with the License Fees attached to Schedule "B", the SOW. Harris and/or the Third Party Software manufacturer(s) will provide Organization with one copy of the then current user Documentation for use with the Third Party Software. 2.6.2 It is acknowledged by the parties hereto that the Third Party Software provided to Organization pursuant to this Agreement was developed and delivered to Harris by one or more Third Party software companies. As such, the Third Party Software is licensed to Organization by the applicable licensor listed in Schedule "A" and subject to the terms and conditions of the applicable license agreement for such Third Party Software. Harris makes no warranties, express or implied, with respect to the Third Party Software, including, without limitation, their merchantability or fitness for a particular purpose and Harris accepts no liability of any kind whatsoever with respect to the Third Party Software. Any warranty Organization has with respect to the Third Party Software shall be solely provided by the Third Party Software licensor. 2.6.3 Organization agrees that it shall not permit any third party to have access to the Third Party Software during the term of this Agreement and that the restrictions as set out in Section 2.3 and the confidentiality obligations set out herein shall equally apply to the Third Party Software, subject to any specific permissions that are provided in the license provided by the third party licensor to the Organization. 2.6.4 Organization acknowledges that IBM's relevant standard licensing and use terms, as amended by IBM from time to time, apply to its use of IBM Cognos and that Organization is bound by such licensing and use terms and such terms are included in Schedule "E". The standard licensing and use terms shall include anything described as a "Licensing Information Document" by IBM and all licensing files and NOTICE files that are included with the IBM Cognos software or as may be supplied by IBM to Organization from time to time. To the extent that the terms in the Licensing Information Document or similar type documents provided by IBM differ from those in Schedule "E", the terms in the Licensing Information Document shall take precedence; (d) All such licenses are a restricted license, which means that the IBM Cognos software may only be used with the Software. ARTICLE Ill: SERVICES Section 3.1 Harris' Services In order to achieve the Completion of Services, Harris agrees, subject to the terms and conditions of this Agreement, to perform the following services (the "Services") for the Organization in accordance with the relevant Statement of Work: 111 Page DocuSign Envelope ID: BA3CB44D-FD1A-43C1-8647-702BBCE3BD91 3.1.1 Oversee and implement the conversion from the Organization's existing software applications to Harris' Software. 3.1.2 Install the Software and perform necessary setup and configuration operations. 3.1.3 Provide training. (i) In any training class exceeding ten (10) people, Organization may be assessed an additional charge for additional instructor(s). (ii) Organization shall provide copies of the training manuals required for the training classes to each participant either by photocopy or electronic duplication. Each copy is subject to the restrictions and obligations contained in this Agreement. (iii) On-line reference Documentation is delivered with each release. Organization may print or copy this Documentation solely for its internal use. (iv) Cancellation of any on-site Services by Organization is allowed for any reason if done in writing more than fourteen (14) days in advance of such Services. Organization will be billed for any non-recoverable direct costs incurred by Harris that result from a cancellation by Organization with fourteen (14) days or less of scheduled on-site Services. Additionally, Organization hereby acknowledges that cancellation of on-site Services means that such on-site Services will be rescheduled as Harris's then current schedule permits. Harris is not responsible for any delay in Organization's project resulting from Organization's cancellation of Services. If upon Harris arrival, the Organization has not completed required tasks for such visit, then the Organization will be billed 100% of the on-site fee and scheduled on-site Services may be cancelled at Harris' discretion. If additional Services are required because the Organization was not adequately prepared, Harris will provide a Change Order to the Organization for said Services. 3.1.4 The Statement of Work describes in greater detail the Services, the method by which the Services shall be performed and other obligations on the part of the two parties. To the extent that the Statement of Work more explicitly details the Services or the obligations of a party, then those details shall prevail over any other document that is less explicit. Any warranties or representations on the part of Harris in the Statement of Work are not binding on Harris and are merely provided for informational purposes; the only warranties and representations provided by Harris in respect of the Services and this Agreement are found in Article V. Section 3.2 Performance by Harris 3.2.1 Manner of Performance -- Harris shall perform the Services in an efficient, competent and timely manner and exercise reasonable care and best efforts, skill and due diligence in their performance. 3.2.2 Harris' Discretion -- Harris shall determine in its sole discretion the manner and means by which the Services shall be performed. Harris will consult with the Organization on its methodology, manner and means. 3.2.3 Conduct on Organization's Premises -- The Services shall be performed with the Organization's full cooperation as agreed, whether on the premises of the Organization or at an alternative location. When working on the Organization's premises, Harris personnel shall observe the Organization's administrative and ethics codes relating to the security, access or use of all or part of the Organization's premises and any of the Organization's property, including proprietary or confidential information. 3.2.4 Inquiries by Organization -- Harris shall respond expeditiously to any inquiries pertaining to this Agreement from the Organization. 3.2.5 Independence -- As an independent consultant, Organization retains Harris and its employees and agents on an independent contractor basis and not as an employee. 12 1 Page DocuSign Envelope ED: BA3C844D-FOIA-43CI-B647-702BBCE3BD91 3.2.6 Coordination of Services -- Harris agrees to coordinate with Organization staff in the performance of Services and to be available for consultation at all reasonable times. Section 3.3 Performance by Organization 3.3.1 Cooperation by Organization: The Organization acknowledges that the success and timeliness of the implementation process shall require the active participation and collaboration of the Organization and its staff and agrees to cooperate fully with Harris to achieve the Completion of Services expeditiously. 3.3.2 Project Manager: The Organization shall designate a project manager to facilitate the successful implementation. 3.3.3 Passwords. Organization agrees to comply with all Harris security policies and procedures as provided to it and amended from time to time. Organization and its Users shall be responsible for keeping any and all passwords, user ID's, log -in credentials and private keys assigned to its Users secret and confidential. User ID's, passwords, login -in credentials and private keys are for Organization's internal use only and Organization may not sell, transfer or sublicense them to any other entity or person except that Organization may disclose its private key to its agents performing work on its behalf. Organization agrees that it is and shall remain solely and completely liable for any communications or other uses that are made using Organization's or its Users' passwords and user ID's or log -in credentials and private keys, as well as any obligation that may result from such use. Organization agrees to notify Harris in writing if it believes that a password has been stolen or might otherwise be misused. Organization agrees to notify Harris immediately of any unauthorized use of any password or user ID or any other breach of security suspected by Organization. 3.3.4 Users. The Organization is responsible for: (i) the actions of Users using the Hosting Services in accordance with this Agreement; (ii) ensuring that Users agree to any further terms and conditions as may be provided by Harris from time to time for Users; and (iii) informing Harris of any information about Users' actions that may affect either the Hosting Services or third party data contained in or used by the Hosting Services, or Harris's ability to provide the Hosting Services as contemplated by this Agreement. 3.3.5 Compliance with Laws. Organization represents and warrants to Harris that it and its Users will at all times be in compliance with all applicable local, state, provincial, federal and international laws, rules and regulations including but not limited to, those laws regarding restrictions on exports, defamation, libel, harm to reputation, invasion of privacy, misuse or failure to protect personal information, violation of secrecy, confidentiality, unfair competition and other situations which could generate liability. 3.3.6 Additional Organization Obligations: (i) For any on premises solutions, Organization shall install all Updates within a reasonable time after notification of their availability. However, any fix or correction designated as "critical" by Harris shall be implemented by Organization within thirty (30) days of such notification. (ii) organization shall notify Harris of suspected defects in any of the Software supplied by Harris. Organization shall provide, upon Harris request, additional data to reproduce the environment in which such defect occurred. (iii) Organization shall allow the use of online diagnostics on the Software supplied to Organization as requested by Harris. Organization shall provide to Harris, at Organization's expense, access to the Designated Computer System via the Organization's firewall to communications software (e.g. PC Anywhere, WebEx, Web Demo). 131 Page Docu&gn Envelope ID: BA3C844D-F01A-4301-B647-702BBCE36D91 (iv) Organization personnel shall be educated and trained in the proper use of the Software in accordance with applicable Harris manuals and instructions. If Organization's personnel are not properly trained as mutually determined by Harris and Organization, such personnel will be trained by Harris or Organization within fifteen (15) days. If Harris performs such training, it shall be compensated in accordance with this Agreement. (v) Organization shall establish proper backup procedures necessary to replace critical Organizational data in the event of loss or damage to such data from any cause and despite anything in this Agreement or the Statement of Work to the contrary, Harris is absolved from any requirements regarding the backup of any data. Organization shall provide Harris with access to qualified functional or technical personnel to aid in diagnosis and to assist in repair of the Software in the event of error, defect or malfunction. (vi) Organization shall not permit any third party to have direct access to or provide services in relation to the Software or any Third Party Software without Harris' prior written consent. (vii) Organization shall have the sole responsibility for: (a) the performance of any tests it deems necessary prior to the use of the Software (for on premises and hosted solutions); (b) assuring proper Designated Computer System installation, configuration, verification, audit controls and operating methods (on premises solutions only); (c) implementing proper procedures to assure security and accuracy of input and output and restart and recovery in the event of malfunction (on premises solutions only); and (d) timely upgrade and keeping current all third party license releases and/or Software products to meet the requirements of the Software (on premises solutions only). 3.4.1 Harris Obligations Specific to Any Hosting Services Purchased 3.4.1 Harris shall provide all facilities, equipment, and software required to make the Hosting Services available. Harris shall have the right to manage all resources used in providing the Hosting Services, as Harris deems appropriate. 3.4.2 Harris shall use commercially reasonable efforts to make the Hosting Services available to Users twenty four (24) hours per day, seven (7) days per week; subject to the terms further defined in Schedule "F". Harris's liability to Organization, in the unlikely event that said Hosting Services becomes unavailable in violation of Schedule "F", shall be limited to a credit pursuant to said schedule . Any request for credit must be made of Harris within 15 days of the Service Interruption. 3.4.3 Harris reserves the right to have additional User acceptance criteria that may be applied to Users prior to their ability to have access to the Hosting Services. Harris shall inform Organization of such criteria but Harris shall be free to implement such criteria at any time without prior written warning to the Organization and/or to Users. Where Users do not accept such and/or agree to such criteria, Harris reserves its rights to not grant to such Users access to the Hosting Services. Harris reserves its rights to restrict access to the Hosting Services to Users for any violation of any additional terms and conditions to which such Users accept/agree to access the Software Hosting Services. 3.4.4 Harris shall provide installation, configuration, system administration and maintenance of the facilities and equipment and software required to operate and ensure availability of the Software. Organization, not Harris, shall be responsible for creating and maintaining all User account information and for performing all other application level system administration functions that are available within the Software. All of these shall form part of the Managed Services. 141 Page DocuSign Envelope ID: BA3C644D-FOIA-4301-B647-702BBCE3BD91 3.4.5 Organization acknowledges that in order to provide the Hosting Services Harris may be required to purchase access to the Third Party Components. Organization further acknowledges that the availability of such Third Party Components is based solely on the best information available to Harris and its service providers as of the Effective Date including third party representations and government regulations and is subject to change during the Term with little or no advance notice. If any necessary Third Party Components are determined by Harris to be unavailable as a result of changes to any third party availability, governmental regulations or other condition or circumstance outside of Harris' control, then (a) Harris shall not be in breach hereof or otherwise liable for any failure or inability to provide the Hosting Services as a result of such unavailability of any Third Party Components; and (b) Harris may in its sole discretion modify, change or replace the applicable Third Party Components and otherwise attempt to mitigate the impact of the such unavailability of Third Party Components including the right to revise the Hosting Services Fee component of the Annual Subscription Fee. 3.5 Organization Obligations Related to Any Hosting Services Purchased 3.5.1 Organization Equipment. Organization agrees that it shall be responsible, at its sole expense, for providing all Internet access, including but not limited to obtaining, installing and maintaining all equipment, hardware, network, Internet or direct telecommunications connections and software applications (e.g. web browser) at Organization's facilities required for Users to access and use the Hosting Services. Harris shall not be responsible for the operation of any Internet, network or other communication Hosting Services. Organization further acknowledges that access to and the operation of the Hosting Services requires Organization's and Users' hardware to be of sufficient quality, condition and repair, and Organization agrees to and/or to ensure that Users' maintain their applicable hardware in the appropriate quality, condition and repair at its sole cost and expense. These requirements may also be necessary in order to facilitate the achievement of Completion of Hosting Services related to any Professional Hosting Services supplied by Harris. 3.5.2 Intentionally Deleted. 3.5.3 Users. The Organization is responsible for: (i) the actions of Users using the Hosting Services in accordance with this Agreement; (ii) ensuring that Users agree to any further terms and conditions as may be provided by Harris from time to time for Users; and (iii) informing Harris of any information about Users' actions that may affect either the Hosting Services or third party data contained in or used by the Hosting Services, or Harris's ability to provide the Hosting Services as contemplated by this Agreement. 3.5.4 Compliance with Laws. Subject to the laws of the State of Texas and without waiving any applicable immunity, Organization represents and warrants to Harris that it and its Users will at all times be in compliance with all applicable local, state, provincial, federal and international laws, rules and regulations including but not limited to, those laws regarding restrictions on exports, defamation, libel, harm to reputation, invasion of privacy, misuse or failure to protect personal information, violation of secrecy, confidentiality, unfair competition and other situations which could generate liability. 3.6 Data Security Provisions Related to Any Hosting Services Purchased 3.6.1 Data Security. Organization acknowledges and agrees that use of or connection to the Internet is inherently insecure and provides opportunity for unauthorized access by a third party to Organization's and its Users' (as well as Harris's) computer systems, networks and any and all information stored therein. Organization is solely responsible for ensuring that (1) Organization's computer systems are secure and protected from unwanted interference (such as "hackers" and viruses), (ii) all transmissions 151Paga DocuSign Envelope ID: BA3C8440-F01A-43C1-B647-702BBCE3BD91 are screened for viruses or other harmful code prior to transmission to Harris's servers; and (iii) Data is encrypted. Some content or Data may be subject to governmental regulations or may require security measures beyond those specified by Harris for an offering as set out in Schedule "G." Organization will not input or provide such content or Data unless Harris has first agreed in writing to implement additional required security measures. 3.6.2 HARRIS AND ITS SERVICE PROVIDER DO NOT GUARANTEE THE PRIVACY, SECURITY, AUTHENTICITY, AND NON -CORRUPTION OF ANY INFORMATION TRANSMITTED OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET. HARRIS AND ITS SERVICE PROVIDER SHALL NOT BE RESPONSIBLE FOR ANY ADVERSE CONSEQUENCES WHATSOEVER OF ORGANIZATION'S OR ITS USERS' CONNECTION TO OR USE OF THE INTERNET, AND HARRIS SHALL NOT BE RESPONSIBLE FOR ANY USE BY ORGANIZATION OR ANY USER OF ORGANIZATION'S INTERNET CONNECTION IN VIOLATION OF ANY LAW, RULE OR REGULATION. FURTHER, HARRIS DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD PARTY SERVICE PROVIDERS. 3.7 Additional Hosting Provisions if Hosting Services Are Purchased 3.7.1 Harris currently uses AWS as an additional service provider that acts both as a hosting facility and provides additional third party software support to Harris. The Organization acknowledges that Harris may change the third party service provider at any time with notice to the Organization. The Organization further acknowledges that the third party service provider may require that the Organization agree to certain terms in order for Harris to allow Organization and its Users to have access to the Solution on the third party providers hosting platform. Harris may, from time to time, alter the hosting facility provider by providing notice to the Organization. Additionally, with respect to the current third party provider, the Organization must agree to the following policies as a condition precedent to using the Hosting and Managed Services as of the effective date. Organization agrees that its Users must also agree to such terms, as applicable to Users: • "Acceptable Use Policy" means the policy located at http://aws.amazon.com/aup (and any successor or related locations designated by AWS), as it may be updated by AWS from time to time. • "Service Terms" means the rights and restrictions for particular Services located at http://aws.amazon.com/serviceterms (and any successor or related locations designated by AWS), as may be updated by AWS from time to time. 3.7.2 Where a different third party provider provides such services then alternate policies and terms will apply to Organization's use of the Hosting and Managed Services which terms the Organization will need agree with as a condition precedent of using the Hosting and Managed Services from a time provided by Harris to the Organization. 3.7.3 Lastly, if the Organization requires information related to the third party provider's capabilities, accreditations, and other information regarding a third party provider, the Organization must request such information directly from Harris. Harris will make diligent efforts to request that the third party provider provide such information for the Organization but ultimately, Harris is not obligated to provide any such information to the Organization either (i) where the third party provider refuses to provide the information to Harris or (ii) where the Organization refuses to agree to terms that the third party provider has requested from the Organization prior to providing the information either directly or indirectly through Harris (such .terms, for example, an NDA). 3.7.4 Organization agrees that it shall not seek legal action directly against a third party provider without the prior written consent of the Organization in respect of an issue related to the Hosting and Managed Services. 161 Page DocuSign Envelope ID: BA3CB44D-F01A-43C1-B647-702BBCE3BD91 ARTICLE IV: SUPPORT AND MAINTENANCE Section 4.1 Delivery of Support Services 4.1.1 Method of Delivery. Harris shall provide software support via telephone and electronic transmission, with site visits only when necessary. The support services will be provided during the hours of operation as described in Schedule "D" hereto, effective on the date support services fees are due, as detailed in the SOW (Schedule "B"). Such services may be modified at Harris' sole discretion. Organization will establish auto remote access procedures compatible with Harris' current practices. 4.1.2 Title to and ownership of all proprietary rights in the Releases and all related proprietary information supplied by Harris in providing the services pursuant to this Support and Maintenance Agreement shall at all times remain with Harris, and Organization shall acquire no proprietary rights by virtue of this Support and Maintenance Agreement. 4.1.3 Source Code Escrow. Harris maintains an escrow agreement with a third party under which is placed the source code for each major release of its Software. Organization may be added as a beneficiary to the escrow agreement by completing a standard beneficiary enrollment form and paying the annual beneficiary fee. Organization will be responsible for maintaining your ongoing status as a beneficiary, including payment of the then -current annual beneficiary fees. Release of source code for the Harris Software is strictly governed by the terms of the escrow agreement. No escrow in Third Party Software is provided. 4.1.4 Harris shall have the right to terminate ongoing Support and Maintenance pursuant to this Agreement immediately if: i) Organization attempts to assign this Support and Maintenance Agreement or any of its rights hereunder, or undergoes a Reorganization, without complying with this Agreement; or ii) Organization has not paid an invoice within ninety (90) days of the start of a renewal term as per Section 2.2.3. ARTICLE V: REPRESENTATIONS AND WARRANTIES Section 5.01 Warranty of Performance 5.1.1 Software Warranty. The Software will substantially perform as described in the Documentation for a period of ninety (90) days from the Completion of Services if the Software is used in accordance with the Documentation, the terms of this Agreement and where the Organization has the Required Programs and the hardware meets the requirements. The Organization's sole recourse in the event the Software does not conform to the Documentation is the repair and replacement of the Software. 5.1.2 Hosting_ Services Warranty- During the duration of this Agreement, Provider warrants to Organization that the Hosting Services shall be performed at the level and shall reasonably meet the requirements as stated in any Provider manuals and other documentation provided. Organization's sole recourse in the event the Hosting Services do not conform to the warranty provided is for the right to terminate those Hosting Services upon providing thirty (30) days' written notice to Provider and as set forth in Schedule B. 5.13 In the event an error is discovered in the Software outside the warranty period and the error can be reproduced by Harris, provided Organization has ongoing Support and Maintenance with Harris pursuant to Article IV of this Agreement, Harris will make reasonable commercial efforts to provide Organization with a correction or suitable workaround in accordance with the terms of Article IV. Harris 171 Page DocuSign Envelope ID: BA3C844D-FU1A-43C1-8647-702BBCE3BD91 reserves the right to correct any defects about which it is made aware and to produce in its sole discretion Releases at a time of Harris' own choosing. 5.1.3 Harris warrants that services performed pursuant to this Agreement will be performed in a professional and diligent manner by personnel who are competent in performing their individual tasks. Section 5.02 Exclusions to Warrant Harris shall not be liable for any breach of the foregoing warranties which results from causes beyond the reasonable control of Harris, including: 5.2.1 where the installation, integration, modification or enhancement of the Software was not done by Harris or its authorized agent, or where Organization has taken any action which is prohibited by the Documentation or this Agreement; 5.2.2 any use or combination of the Software with any software, equipment or services not supplied by or on behalf of Harris; 5.2.3 user error, or other use of the Software in a manner or in an operating environment for which it was not intended or other than as permitted herein; 5.2.4 Organization's failure to install a new Update necessary to cure an error or bug, for security or legislative compliance purposes or for such other reasons as Harris may determine in its sole discretion; or 5.2.5 Any other event of force majeure that cannot be reasonably controlled by Harris; provided that Harris is diligently pursuing a remedy to such force majeure Section 5.03 No Other Warranties TO THE GREATEST EXTENT PERMITTED BY LAW, THE SOFTWARE IS LICENSED AND ALL OTHER MATERIALS AND SERVICES ARE PROVIDED TO THE ORGANIZATION "AS IS" AND THERE ARE NO WARRANTIES, REPRFSENTATIONS OR CONDITIONS, EXPRESSED OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, REGARDING THEM OR ANY OTHER PRODUCT, SERVICE OR MATERIAL PROVIDED HEREUNDER OR IN CONNECTION HEREWITH. HARRIS, ITS LICENSORS AND SUPPLIERS DISCLAIM ANY IMPLIED WARRANTIES OR CONDITIONS REGARDING THE SOFTWARE AND ANY OTHER PRODUCTS, SERVICES AND MATERIALS PROVIDED HEREUNDER OR IN CONNECTION HEREWITH, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABLE QUALITY, MERCHANTABILITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON -INFRINGEMENT. HARRIS DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE SHALL OPERATE ERROR FREE OR IN THE COMBINATIONS SELECTED, THAT IT SHALL MEET ANY OR ALL OF THE ORGANIZATION'S PARTICULAR REQUIREMENTS, OR THAT ALL ERRORS OR DEFECTS IN THE SOFTWARE CAN BE FOUND OR CORRFCTED. WITHOUT LIMITING THE FOREGOING, HARRIS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH REGARD TO PRODUCTS OR SERVICES FROM THIRD PARTIES (INCLUDING WITHOUT LIMITATION THE THIRD PARTY COMPONENTS, THE HARDWARE, THE OPERATION OF THE INTERNET, NETWORK OR OTHER COMMUNICATION SERVICES) AND ASSUMES NO RESPONSIBILITY OR LIABILITY WITH RESPECTTO THE FOREGOING OR THE APPROPRIATENESS OF YOUR DATA MANAGEMENT SYSTEM OR THE ACCURACY OF DATA CONTAINED IN SUCH SYSTEM. HARRIS AND ITS SERVICE PROVIDER DO NOT GUARANTEE THE PRIVACY, SECURITY, AUTHENTICITY, AND NON -CORRUPTION OF ANY INFORMATION TRANSMITTED OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET. 1$j?age DocuSign Envelope ID: BA3C844D-FOIA-43C9-B647-702BBCE3BDg1 NO AGREEMENTS VARYING OR EXTENDING ANY EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT SHALL BE BINDING ON EITHER PARTY UNLESS IN WRITING AND SIGNED BY AN AUTHORIZED SIGNING OFFICER OF HARRIS. Section 5.4 Required Programs and Hardware 5.4.1 The Organization acknowledges that the use of the Software may require that the Organization obtain and install additional required software programs (the "Required Programs"), as detailed in the attached Schedule "A". The Organization agrees that the acquisition of the Required Programs (including the cost for future updates) shall be at its sole cost and that the cost thereof is not included in the fees herein. 5.4.2 Organization's hardware shall be maintained in sufficient quality, condition and repair at Organization's sole cost and expense to support the Software licensed and supported herein. If Harris determines that Organization's hardware is not of sufficient quality, condition and repair, Harris shall so notify Organization, and Organization will use reasonable efforts to remedy any hardware deficiencies within thirty (30) days. 5.4.3 Organization shall provide no less than one hundred eight (180) days' notice where the Organization anticipates changing any of the third party software or hardware products in use on the Designated Computer System so that Harris may assess whether the Software will function with the different software or hardware. Where Harris determines that the Software may not function with the alternative software or hardware then any upgrade by Organization to the software or hardware will be at Organization's sole risk. Harris and Organization may be required to enter into a Statement of Work document subject to additional fees in order to make this determination. ARTICLE VI: FEES AND PAYMENT Section 6.1 Fees and Payments for Licenses 6.1.1 The Organization agrees to pay Harris total License fees detailed in Schedule "B" (the "License Fees"), which is not inclusive of any applicable taxes. The Organization shall be responsible for the payment of any applicable duties and sales/consumption taxes. The fee structure and payment schedule is outlined in the attached Schedule "B". The License is subject to the full payment of the License fees. All payments for License fees are non-refundable. 6.1.2 Except for any aspect of the License Fee which is payable on the Effective Date, during the term of this Agreement, Organization shall have thirty (30) days after the date outlined in the payment schedule in Schedule "B" to pay Harris the applicable License Fee. 6.1.3 Prices are for quoted products only. However, to the extent permissible under governing law and Organization's regulations and practices, this Agreement may function as a cooperative purchasing agreement for future Organization purchases. Pricing for future and additional purchased products or pursuant to any cooperative purchasing agreement will be at Harris then -current pricing and not based upon pricing in this Agreement. Section 6.2 Fees and Payments for Services and Subscription Licenses 6.2.1 The Organization agrees to pay Harris total fees as delineated in the SOW (Schedule "B"). The fee structure and payment schedule for Services are outlined in the SOW (Schedule "B"). All payments for Services are non-refundable. 191 Page DocuSign Envelope ID: BA3C844D-F01A-43C1-B647-702BBCE3BD91 6.2.2 Annual Subscription for Subscription Licenses 6.2.1.1 The Organization agrees to pay Harris the Annual Subscription Fees, which is not inclusive of any applicable taxes. The Organization shall be responsible for the payment of any applicable duties and sales/consumption taxes. The fee structure and payment schedule are outlined in the SOW (Schedule "B"). The License is subject to the full payment of the Annual Subscription Fees in accordance with the payment terms set out in SOW (Schedule "B"). 6.2.1.2 The Annual Subscription Fee will be billed annually in advance beginning as set forth in the SOW (Schedule "B") and thereafter on the anniversary or on an alternative date mutually agreed to by both parties. If the Organization would like to match the annual invoicing of the Annual Subscription Fee to its fiscal year or any other period it may request, then Harris will issue a prorated invoice for the portion of the year remaining during the initial term. Harris may change the Annual Maintenance Fee from time to time in relation to each renewal term, but Organization shall only be billed once per year. 6.2.2 The Organization agrees to reimburse Harris for its travel, lodging, per diem and other out of pocket expenses as set out in the attachment to the SOW (Schedule "B"). 6.2.3 During the term of this Agreement, Harris shall, from time to time, deliver invoices to Organization. Each invoice is due and payable within 30 days of receipt. 6.2.4 In the event Organization fails to pay all or any portion of an invoice on or before ninety (90) days after the date it becomes due, in addition to all other remedies Harris has under this Agreement or otherwise, Harris shall have the option to suspend or terminate all Services under this Agreement. Suspension or termination of any such Services shall not relieve the Organization of its obligation to pay its outstanding invoices, including any late charges. 6.2.5 Harris shall be responsible for paying all taxes, fees, assessments and premiums of any kind payable on its employees and operations. Any tax Harris may be required to collect or pay upon the delivery of the Services described in this Agreement shall be paid by Organization and are excluded from the prices listed in the SOW (Schedule "B") and such sums (including the payment of the taxes) shall be payable upon receipt of invoice. Organization shall be responsible for the payment of any applicable duties and sales/consumption taxes. Organization warrants that there are no additional county/city/municipal style taxes that apply to any of the Services, Support Services or Licenses or that are in relation to income taxes payable by Harris employees. 6.2.6 Change Orders. For proposed changes to the Services defined by this Agreement that do not materially impact the scope of either party's work effort required under this Agreement, the parties will cooperate in good faith to execute Change Orders in respect thereof, and will not unreasonably withhold approval of such proposed changes. If either party causes or requests a change that, in the reasonable opinion of the other party, materially impacts the scope of the parties' work effort required under this Agreement, such as, but not limited to, changes in the allocation of the resources of the Organization and of Harris applied to a task, changes in completion schedules for individual tasks or for overall implementation, and changes in staffing that require a party to provide additional work hours, the other party may propose a change to cover the additional work effort required of it. Approval of any such proposed changes will not be unreasonably withheld (it being acknowledged that any such material changes may require modifications to the consideration paid, timelines governing, and the Services), and any disputes regarding changes shall be handled initially by discussions between the parties which will be convened in good faith by the parties to resolve any such matters in dispute. A sample Change Order is presented in Schedule "C". 201 PaL,e DocuSign Envelope ID: BA3C844D-FOIA-43C1-B647-702BBCE3BD91 Section 6.3 Fees and Payments for Support and Maintenance and Any Hosting Services 6.3.1 In consideration for the support services provided hereunder, Organization shall pay the "Support and Maintenance Fee" and the "Annual Hosting Fees" as detailed in the SOW (Schedule "B"). The Support and Maintenance and Annual Hosting Fees will be billed annually in advance on the due date, as detailed in the SOW (Schedule "B"), and thereafter on the anniversary of this date or on an alternative date mutually agreed to by both parties. If the Organization would like to match the annual invoicing of the Support and Maintenance Fee and Annual Hosting Fees to its fiscal year or any other period it may request, then Harris will issue a prorated invoice for the portion of the year remaining during the initial term. Harris may change the Support and Maintenance Fee and Hosting Services Fees from time to time in relation to each renewal term, but Organization shall only be billed once per year. 6.3.2 In addition to the Support and Maintenance Fee, Organization shall reimburse Harris for its direct expenses in providing support services ("Billable Fees") pursuant to this Agreement which include: (i) its direct travel expenses which are excluded from the total fees amount described in the Statement of Work, including, but not limited to hotel, airfare, car rental, tolls, parking and airline and travel agent fees; (ii) courier services, photocopying, faxing and reproduction, all reasonable travel costs (hotel and airfare) including a travel time rate of $75.00 per hour; (iii) a per dlem rate of $70.00 for week days and a $140.00 for weekends and statutory holidays that includes all meal, food and telecommunications expenses (no receipts will be provided); (iv) a mileage charge based on the current U.S. Internal Revenue Service recommended rate per mile, long distance telephone calls; and (v) all other reasonable expenses incurred in the performance of Harris's duties including courier services and documentation copying or production. Harris may update its reimbursement policies and rates related to the Billable Fees from time to time, in which case such updated policies shall apply for purposes of this Agreement, provided that such updated reimbursement policies must generally apply to all clients of Harris. 6.3.3 Harris shall supply all Upgrades to Organization at no additional charge other than the payment of ongoing Support and Maintenance Fee. Upgrades may require additional services to be performed by Harris outside of the scope of those services provided by Harris, including additional training not covered by this Agreement and professional services for the installation and implementation of the Upgrade that will be subject to the Harris then -prevailing policies, terms and Billable Fees related to pricing and hourly rates. All such services shall be performed subject to a newly negotiated Statement of Work that will be subject to the terms of this Agreement. 6.3.4 All Updates of the Software and all those services listed in the Statement of Work which are included as part of Organization's Software support will be made available to Organization at no additional charge other than the payment of the Support and Maintenance Fee. 6.3.5 All payments for Support and Maintenance and Annual Hosting Fees shall be net of any taxes, tariffs or other governmental charges. Harris shall be responsible for paying all taxes, fees, assessments and premiums of any kind payable on its employees and operations. Any tax Harris may be required to collect or pay upon the sale, use or delivery of support and maintenance services shall be paid by Organization and such sums shall be due and payable to Harris upon receipt of an invoice therefore. Any taxes levied in relation to the services required for a Release shall be paid by Organization. ARTICLE VII: REMEDIES, LIABILITY AND INDEMNITY Section 7.1 Remedies and Liability 211 Page DocuSign Envelope ID: BA3C844D-F01A-4301-B647-702BBCE3BD91 7.1.1 Termination of this Agreement shall not affect any right of action of either party arising from anything which was done or not done prior to said termination. 7.1.2 The Organization and Harris recognize that circumstances may arise entitling the Organization to damages for breach or other fault on the part of Harris arising from this Agreement. The parties agree that in all such circumstances the Organization's remedies and Harris' liabilities will be limited as set forth below and that these provisions will survive notwithstanding the termination or other discharge of the obligations of the parties under this Agreement. (i) EXCEPT FOR DAMAGES ARISING OUT OF HARRIS' INDEMNIFICATION OBLIGATIONS SET FORTH IN SECTION 7.3 OR FOR DAMAGES CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF HARRIS, BOTH PARTIES AGRFE THAT HARRIS' ENTIRE LIABILITY (UNDER CONTRACT OR IN TORT INCLUDING FUNDAMENTAL BREACH, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE), IF ANY, FOR ANY DAMAGES RELATING TO OR ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE FEES PAID TO HARRIS BY THE ORGANIZATION UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRIOR TO THE TIME THAT THE CLAIM AROSE. (ii) IN ADDITION TO THE FOREGOING, HARRIS SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, OR SPECIAL DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO LOST REVENUE OR LOSS OF PROFITS, LOSS OF BUSINESS, LOSS OF DATA, FAILURE TO REALIZE EXPECTED SAVINGS, OR COST OF SUBSTITUTE GOODS OR SERVICES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF ORGANIZATION HAS BEEN ADVISED OF THE LIKELIHOOD OF THE OCCURRENCE OF SUCH LOSS OR DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. (iii) CLAUSES (i) AND (ii) SHALL APPLY IN RESPECT OF ANY CLAIM, DEMAND OR ACTION BY A PARTY IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION UNDERLYING SUCH CLAIM, DEMAND OR ACTION, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, RESCISSION OF CONTRACT, OR TORT. Section 7.2 Intent The parties hereby confirm that the waivers and disclaimers of liability, releases from liability, limitations and apportionments of liability, and exclusive remedy provisions expressed throughout this Agreement shall apply even in the event of default, negligence (in whole or in part), strict liability or breach of contract of the person released or whose liability is waived, disclaimed, limited, apportioned or fixed by such remedy provision, and shall extend to such person's affiliates and to its shareholders, directors, officers, employees and affiliates. Section 7.3 Intellectual Property Indemnity 7.3.1 In the event there is a third party claim against Organization alleging that Organization's use of the Software in accordance with this Agreement constitutes an infringement of a Canadian or United States' patent, copyright, trademark or trade secret or other intellectual property that is valid and enforceable in Organization's jurisdiction, Harris shall, at its expense, defend and indemnify Organization and pay any final judgment (including all damages awarded against Organization) against Organization or settlement agreed to by Harris on Organization's behalf. This indemnity is only effective where (i) Organization has not made any admissions or begun settlement negotiations either prior to or after providing notice to Harris of the applicable claim except with Harris' prior written consent, (ii) Harris has sole control of the defense of any claim or proceeding and all negotiations for its compromise or settlement; (iii) Organization assists and provides information to Harris throughout the action or 221Pag DocuSign Envelope ID: BA3C844D-FQ1A-43C1-B647-702BBCE3BD91 proceeding, and (iv) Organization has not modified the Software in any manner whatsoever except with the prior written consent of Harris. 7.3.2 Harris' liability for any claims under this Section 7.3 shall be reduced to the extent such claim arises from; (i) alterations or modifications to the Software by Organization or a third party in any manner whatsoever except with the prior written consent of Harris; (ii) combination, integration or use of the Software with software, hardware or other materials not approved by Harris where such claim would not have arisen but for such combination, integration or use; (iii) use of the Software other than in compliance with this Agreement; (iv) compliance with the Organization's written instructions or specifications; or (v) use of the Software after notice from Harris that it should cease due to possible infringement. 7.3.3 Any breach by Organization of its covenants under this Section 7.3 shall nullify this indemnity but not the sole right of Harris to have full and complete authority of the defense to defend such claim or proceeding and of all negotiations related therewith and the settlement thereof. In the event that the Organization's use of the Software is finally held to be infringing or Harris deems that it may be held to be infringing, Organization agrees that the only remedy available to it is that Harris shall be, at Harris' election, for Harris to: (1) procure for the Organization the right to continue use of the Software; or (2) modify or replace the Software so that it becomes non -infringing. 7.3.4 The foregoing states Harris' entire liability, and the Organization's exclusive remedy, with respect to any claims of infringement of any copyright, patent, trademark, trade secret or other intellectual property and property interest rights relating to the Software, or any part thereof or use thereof. 7.3.5 Organization may, at Organization's sole cost and expense, retain counsel of its own choosing who shall be permitted to attend all settlement conferences and hearings or other court appearances related to the proceeding. 7.3.6 The indemnity provisions of this Section 7.3 shall not apply to Third Party Software and Harris shall have the right to substitute the licensor of the Third Party Software to perform Harris' obligations hereunder and the Organization agrees to release Harris from any obligations related to such Third Party Software. Section 7.4 Remedies Where remedies are expressly afforded by this Agreement, such remedies are intended by the parties to be the sole and exclusive remedies of the Organization for liabilities of Harris arising out of or in connection with this Agreement, notwithstanding any remedy otherwise available at law or in equity. ARTICLE VIII: GENERAL Section 8.1 Confidentiality 8.1.1 Duty Owed to the Organization: Harris acknowledges that it may receive information from the Organization or otherwise in connection with this Agreement. Except for information in the public domain, unless such information falls into the public domain by disclosure or other acts of the Organization or through the fault of the Organization, Harris agrees: (i) to maintain this information in confidence; (ii) not to use this information other than in the course of this Agreement; (iii) not to disclose or release such information; 231 Page DocuSign Envelope ID: BA3C844D-F01A-43Ci-B647-702BBCE3BD91 (iv) not to disclose or release such information to any third person without the prior written consent of the Organization, except for authorized employees or agents of Harris; and (v) to take all reasonable actions, whether by instruction, agreement or otherwise, to ensure that third persons with access to the information under the direction or control or in any contractual privity with Harris, do not disclose or use, directly or indirectly, for any purpose other than for performing the Services during or after the term of this Agreement, any material or information, including the information, without first obtaining the written consent of the Organization. 8.1.2 Duty Owed to Harris: The parties agree that if the Organization breaches any term of Section 2.3 or Section 2.4 then Harris shall have the right to terminate this Agreement and the grant of Licenses herein forthwith without giving notice as set forth in Section 8.2.1. Harris acknowledges that Organization 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. All material submitted by Harris to the Organization shall become property of the Organization upon receipt. Any portions of such material claimed by Harris 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. Section 8.2 Termination 8.2.1 If either party should fail to comply with its obligations under this Agreement, the other party must notify the breaching party in writing of such default (a "Default Notice"). Upon receipt of a Default Notice, the breaching party must correct the default at no additional cost to the other party, or issue a written notice of its own disputing the alleged default, in either case within thirty (30) days immediately following receipt of a Default Notice. If the breaching party fails to (i) issue a written notice disputing the alleged default within such thirty (30) day period; or (ii) to correct the default, or issue a notice disputing the alleged default, in either case within ninety (90) days following receipt of the Default Notice, this will constitute and "Event of Default" and the other party may terminate this Agreement effective upon written notice to the other party to that effect. 8.2.2 If Organization has failed to pay the license fees in accordance with Article VI, then Harris shall have the right to terminate the license rights granted herein and this Agreement effective 10 days following written notice to Organization. 8.2.3 Either party may terminate this Agreement effective immediately upon written notice to the other party if the other party: (i) becomes insolvent; (ii) becomes the subject of any proceeding under any bankruptcy, insolvency or liquidation law, whether domestic or foreign, and whether voluntary or involuntary, which is not resolved favorably to the subject party within ninety (90) days of commencement thereof; or (iii) becomes subject to property seizure under court order, court injunction or other court order which has a material adverse effect on its ability to perform hereunder. Section 8.3 Procedure on Termination 8.3.1 If this Agreement is terminated prior to the Completion of Services, then within thirty (30) days following such termination, the Organization shall either return to Harris or delete the Software from all of its locations (except as required under any statute related to retention requirements) and shall certify 241 Page DocuSign Envelope ID: BA3C844D-FOIA-43C1-B847-702BBCE3BD91 in writing that all of the Organization's copies of the Software have either been returned to Harris or deleted. 8.3.2 If this Agreement is terminated following the Completion of Services, then the Organization may retain the copy of the Software in its possession as of the Completion of Services. Notwithstanding the foregoing, the Organization will remain subject to the obligations imposed upon it pursuant to this Agreement with respect to the Software, including, but not limited to, such obligations relating to ownership of the Software and confidentiality and all of the restrictions on the Organization as set out in Article II. 8.3.3 All warranties related to the Software terminate upon the termination of this Agreement. 8.3.5 Termination Provisions Specific to Hosting Services. In the event of termination or expiration of Hosting Services pursuant this Agreement: a. All rights to use the Hosting Services granted to Harris in this Agreement shall immediately terminate and Organization will immediately cease to perform or provide said Hosting Services. b. Organization will pay all amounts due under this Agreement for the Hosting Services up to and through the date of termination and all costs reasonably incurred in collecting the amounts due to Harris (including court costs, attorney fees, and repossession charges to the extent not prohibited by law). C. Conditional upon Organization's payment of all Fees that are due to Harris, Harris will furnish the Harris with a copy of Organization's Customer Data in a format to be mutually agreed upon between the parties in writing (typically a .csv file). The anticipated time to provide a copy of the Customer Data are one to two days and will be billed at Harris's then current daily rate. Upon receipt of notice from Harris confirming receipt of the Customer Data, Harris shall destroy all copies of the Customer Data and delete all Customer Data on the database and an Officer of Harris shall certify the destruction and deletion to the Organization. Subject to any legal requirement that Harris must retain a copy of the Customer Data, Harris shall not delete the Customer Data for 90 days from the date of termination except: (i) where Harris has provided the Customer Data to Harris pursuant to this Subsection; or (ii) where it has received written instructions from Organization to delete the Data. Following 90 days from the date of termination if Organization has not communicated with Harris regarding the Customer Data, Harris shall have the right to delete all Customer Data at any time as either required by law or as determined by Harris in its sole discretion. Notwithstanding the foregoing, Harris shall be permitted to delete all Customer Data without providing notification to Organization and Harris shall not be required to adhere to the time frames detailed above where Harris is required by law to delete such Customer Data. Section 8.4 Mediation The parties agree to submit any claim, controversy or dispute arising out of or relating to this Agreement or the relationship created by this Agreement to non-binding mediation before bringing a claim, controversy or dispute in a court or before any other tribunal. The mediation is to be conducted in the city of Denton, by either an individual mediator or a mediator appointed by mediation services mutually agreeable to the parties. The mediation shall take place at a time and location which is also mutually agreeable; provided; however, in no event shall the mediation occur later than ninety (90) days after either party notifies the other of its desire to have a dispute be placed before a mediator. Such mediator shall be knowledgeable in software system agreements. The costs and expenses of mediation, including compensation and expenses of the mediator (and except for the attorney's fees incurred by either party), is to be shared by the parties equally. If the parties are unable to resolve the claim, controversy or dispute within ninety (90) days after the date either party provides 251 Page DocuSign Envelope ID: BA3C844D-F01A-43C1-B647-702BBCE3BD91 the other notice of mediation, then either party may bring and initiate a legal proceeding to resolve the claim, controversy or dispute unless the time period is extended by a written agreement of the parties. Notwithstanding the foregoing, nothing in this Section shall inhibit a party's right to seek injunctive relief at any time. Section 8.5 Addresses for Notice Any notice required or permitted to be given to any party to this Agreement shall be given in writing and shall be delivered personally or mailed by prepaid registered post. Any such notice shall be conclusively deemed to have been given and received on the day on which it is delivered or, if mailed, on the third business day following the date of mailing, and addressed, in the case of Harris, to: N. HARRIS COMPUTER CORPORATION Address: 1 Antares Drive, Suite 400, Ottawa, Ontario K2E 8C4 Attention: Sean Sykes, VP of Sales and Marketing Phone: 613-226-5511 x2162 Email: SSykes2@harriscomputer.com and in the case of the Organization, to: City of Denton Address: 601 East Hickory St. Attention: Rita Herrera, System & Operations Administrator Phone: 940-349-7413 Email: christa.foster@cityofdenton.com rita.herrera@cityofdenton.corrj and csleadership@cityofdenton.com Each party may change its particulars respecting notice, by issuing notice to the other party in the manner described in this Section 8.5. Section 8.6 Assignment Neither party may assign any of its rights or duties under this Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld, except that either party may assign to a successor entity in the event of its dissolution, acquisition, and sale of substantially all of its assets, merger or other change in legal status. The Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. Section 8.7 Reorganizations The Organization acknowledges that the License, Services, and Support Fees set out in this Agreement has been established on the basis of the structure of the Organization as of the Effective Date. To the extent that the Organization amalgamates, consolidates or undergoes any corporate reorganization or transition (a "Reorganization"), and the resulting entity (whether or not the Organization is the resulting or continuing entity) requires additional Licenses to add additional Concurrent Users or sites, Harris shall be entitled to receive, and the Organization shall pay, an additional License, Support or other fee based on the then prevailing License, Support and other Harris fee schedule in effect. The provisions of this Section 8.7 shall apply to any subsequent Reorganizations occurring following the first Reorganization. The provisions of this Section 8.7 shall not apply 26 1 F i e DccuSign Envelope ID: BA3C844D-FQ1A-43C1-8647-702BBCE3BD91 where the Organization undergoes a Reorganization involving only other organizations that already have a valid License to use the same Software. Section 8.8 Entire Agreement This Agreement and the Scope of Work shall constitute the entire agreement between the parties hereto with respect to the subject matter. There are no other understandings, agreements, representations, warranties or other matters, oral or written, purportedly agreed to or represented by or on behalf of Harris by any of its employees or agents, or contained in any sales materials or brochures. This Agreement may not be modified except by an amendment signed by an authorized representative of each party. No provisions in any purchase orders, or in any other documentation employed by or on behalf of the Organization in connection with this Agreement not included herein, regardless of the date of such documentation, will affect the terms of this Agreement, even if such document is accepted by Harris, with such provisions being deemed deleted. The parties have both had the opportunity to review this Agreement with counsel, and this Agreement shall not be construed in favor of or against either Party on account of drafting. Section 8.9 Section Headings Section and other headings in this Agreement are for reference purposes only and do not describe, interpret, define or limit the scope or extent of any provision hereof. Section 8.10 Governing Law This Agreement shall be governed by the laws of the state of Texas , without reference to the conflicts of law principles thereof; provided, however, that the Uniform Computer Information Transaction Act will not apply even if adopted as part of the laws of said State or Province. The United Nations Convention on Contracts for the International Sale of Goods (UNCCISG) does not apply to this Agreement. Section 8.11 Intentionally Deleted Section 8.12 Invalidity The invalidity or unenforceability of any provision or covenant contained in this Agreement shall not affect the validity or enforceability of any other provision or covenant. Any such invalid provision or covenant shall be deemed modified to the extent necessary in order to render it valid and enforceable; if such provision may not be so saved, it shall be severed and the remainder of this Agreement shall remain in full force and effect. Section 813 Waiver A term or condition of this Agreement may be waived or modified only by written consent of both parties. Forbearance or indulgence by either party in any regard shall not constitute a waiver of the term or condition to be performed, and either party may evoke any remedy available under this Agreement or by law despite such forbearance or notice. Section 8.14 Counterparts 271 Page DocuSign Envelope ID: BA3C844D-F01A-43C1-B647-702BBCE3BD91 This Agreement may be executed in counterparts (whether by facsimile, via emailed PDF or otherwise), each of which shall constitute an original and all of which shall constitute one Agreement. Section 8.15 Further Assurances The parties shall do all such things and provide all such reasonable assurances as may be required to consummate this Agreement, and each party shall provide such further documents or instruments required by any other party as may be reasonably necessary. Section 8.16 Allocation of Risk Organization acknowledges that the limited warranties, disclaimers and limitations of liability contained in this Agreement are fundamental elements of the basis of bargain between Organization and Harris and set forth an allocation of risk reflected in the fees and payments due hereunder. Section 8.17 Relationship The parties are and shall remain independent contractors in the performance of this Agreement and nothing herein shall be deemed to create a joint venture, partnership or agency relationship between them. Neither party will have the power to bind the other party or to contract in the name of or create any liability against the other party in any way for any purpose. Neither party will be responsible for the acts or defaults of the other party or of those for whom the other party is in law responsible. Section 8.18 U.S. Government End -Users The Software (i) was developed exclusively at private expense; (ii) is a trade secret of Harris for the purposes of the Freedom of information Act; (iii) is "commercial computer software" subject to limited utilization (Restricted Rights); and (iv) including all copies of the Software, in all respects is and shall remain proprietary to Harris or its licensors. Use, duplication or disclosure by the U.S. Government or any person or entity acting on its behalf is subject to restrictions for software developed exclusively at private expense as set forth in: (i) for the DoD, the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 and/or 252.227.7014 or any successor clause, and (ii) for all government agencies, the Commercial Computer Software — Restricted Rights clause at FAR 52.227-19 or any successor clause. The U.S. Government must refrain from changing or removing any insignia or lettering from the Software or from producing copies of the Software and manuals (except one copy of the Software for backup purposes). Use of the Software shall be limited to the facility for which it was acquired. All other U.S. Government personnel using the Software are hereby on notice that use of the Software is subject to restrictions that are the same as, or similar to, those specified above. The manufacturer/owner is N. Harris Computer Corporation, 1 Antares Drive, Suite 400, Ottawa, ON K2E 8C4. Section 8.19 Equitable Relief Harris and Organization acknowledge: (a) any use of Supported Technology, the Documentation, or other Confidential Information in a manner inconsistent with this agreement or (b) any other misuse of Confidential Information may cause immediate irreparable harm to the other party. The Parties agree that the injured Party may be entitled to immediate and permanent injunctive relief from a court of competent jurisdiction in the event of any such misuse or threatened misuse by either Party. The Parties agree and stipulate that the injured 281 P a & DocuSign Envelope ID: BA3C844D-F01A-4301-B647-702BBCE3BD91 Party may be entitled to such injunctive relief without posting of a bond or other security; provided, however, that if the posting of a bond is a prerequisite to obtaining injunctive relief, then a bond in an amount equivalent to U.S. $1,000 shall be sufficient. Nothing contained herein shall limit either Party's right to any remedies at law, including the recovery of damages. Section 8.20 Laneuan The parties confirm that it is their wish that this Agreement, as well as all other documents relating to this Agreement, including notices, be drawn up in English only. Section 8.21 Force Maieure No default, delay or failure to perform on the part of any party shall be considered a breach of this Agreement where such default, delay or failure is due to a force majeure or to circumstances beyond its control. Such circumstances will include, without limitation, strikes, riots, civil disturbances, actions or inactions concerning government authorities, epidemics, war, terrorist acts, embargoes, severe weather, fire, earthquakes, acts of God or the public enemy or default of a common carrier or other disasters or events. Section 8.22 Survival The following sections and articles shall survive the termination or expiration of this Agreement: Article Il, Article V, Article VII, and Article VIII and any other provisions which are required to ensure that the parties fully exercise their rights and obligations hereunder. Section 8.23 Insurance 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 file with the Purchasing Department satisfactory certificates of insurance including any applicable addendum or endorsements, containing the contract number and title of the project. Contractor may, upon written request to the Purchasing Department, ask for clarification of any insurance requirements at any time; however, Contractor shall not commence any work or deliver any material until he or she receives notification that the contract has been accepted, approved, and signed by the City of Denton. 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: 291Page DocuSign Envelope ID: BA3C844D-FQ1A-43C1-B647-702BBCE3BD91 • Each policy shall be issued by a company authorized to do business in the State of Texas with an A.M. Best Company rating of at least A or better.. Any deductibles or self-insured retentions shall be declared in the proposal. If requested by the City, the insurer shall reduce or eliminate such deductibles or self-insured retentions with respect to the City, its officials, agents, employees and volunteers; or, the contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Liability policies shall be endorsed to provide the following: ■ Name as Additional Insured the City of Denton, its Officials, Agents, Employees and volunteers pursuant to the terms and conditions of the Harris Additional Insured Endorsement provided to the City ■ That such insurance is primary to any other insurance available to the Additional Insured with respect to claims covered under the policy and that this insurance applies separately to each insured against whom claim is made or suit is brought. The inclusion of more than one insured shall not operate to increase the insurer's limit of liability. ■ Provide a Waiver of Subrogation in favor of the City of Denton, its officials, agents, employees, and volunteers. Cancellation: Should any of the policies described herein be cancelled before the expiration date thereof, the insurer(s) affording coverage will endeavour to mail 30 days written notice to the certificate holder named herein, but failure to mail such notice shall impose no obligation or liability of any kind upon the insurer(s) affording coverage, their agents or representatives, or the issuer of this certificate. Should any of the required insurance be provided under a claims made form, Contractor shall maintain such coverage continuously throughout the term of this contract and, without lapse, for a period of three years beyond the contract expiration, such that occurrences arising during the contract term which give rise to claims made after expiration of the contract shall be covered. Should any of the required insurance be provided under a form of coverage that includes a general annual aggregate limit providing for claims investigation or legal defense costs to be included in the general annual aggregate limit, the Contractor shall either double the occurrence limits or obtain Owners and Contractors Protective Liability Insurance. • Should any required insurance lapse during the contract term, requests for payments originating after such lapse shall not be processed until the City receives satisfactory evidence of reinstated coverage as required by this contract, effective as of the lapse date. If insurance is not reinstated, City may, at its sole option, terminate this agreement effective on the date of the lapse. SPECIFIC ADDITIONAL INSURANCE REQUIREMENTS: All insurance policies proposed or obtained in satisfaction of this Contract shall additionally comply with the following marked specifications, and shall be maintained in compliance with these additional specifications throughout the duration of the Contract, or longer, if so noted: 301 Page DocuSign Envelope ID: BA3C844D-Fo1A-43C1-B647-702BBCE3BD91 [X] A. General Liability Insurance: General Liability insurance with combined single limits of not less than $1,000,000.00 shall be provided and maintained by the Contractor. The policy shall be written on an occurrence basis either in a single policy or in a combination of underlying and umbrella or excess policies. If the Commercial General Liability form (ISO Form CG 0001 current edition) is used: Coverage A shall include premises, operations, products, and completed operations, independent contractors, contractual liability covering this contract and broad form property damage coverage. Coverage B shall include personal injury. Coverage C, medical payments, is not required. If the Comprehensive General Liability form (ISO Form GL 0002 Current Edition and ISO Form GL 0404) is used, it shall include at least: • Bodily injury and Property Damage Liability for premises, operations, products and completed operations, independent contractors and property damage resulting from explosion, collapse or underground (XCU) exposures. • Broad form contractual liability (preferably by endorsement) covering this contract, personal injury liability and broad form property damage liability. [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 employee, and a $500,000 policy limit for occupational disease. The City need not be named as an "Additional Insured" but the insurer shall agree to waive all rights of subrogation against the City, its officials, agents, employees and volunteers for any work performed for the City by the Named Insured. For building or construction projects, the Contractor shall comply with the provisions of Attachment 1 in accordance with §406.096 of the Texas Labor Code and rule 28TAC 110.110 of the Texas Workers' Compensation Commission (TWCC). 311 Page DocuSign Envelope ID: BA3C844D-Fo1A-43C1-B647-702BBCE3BD91 [ ] Owner's and Contractor's Protective Liability Insurance The Contractor shall obtain, pay for and maintain at all times during the prosecution of the work under this contract, an Owner's and Contractor's Protective Liability insurance policy naming the City as insured for property damage and bodily injury which may arise in the prosecution of the work or Contractor's operations under this contract. Coverage shall be on an "occurrence" basis and the policy shall be issued by the same insurance company that carries the Contractor's liability insurance. Policy limits will be at least $500,000.00 combined bodily injury and property damage per occurrence with a $1,000,000.00 aggregate. [ ] Fire Damage Legal Liability Insurance Coverage is required if Broad form General Liability is not provided or is unavailable to the contractor or if a contractor leases or rents a portion of a City building. Limits of not less than each occurrence are required. [ ] Professional Liability Insurance Professional liability insurance with limits not less than $1,000,000.00 per claim with respect to negligent acts, errors or omissions in connection with professional services is required under this Agreement. [ ] Builders' Risk Insurance Builders' Risk Insurance, on an All -Risk form for 100% of the completed value shall be provided. Such policy shall include as "Named Insured" the City of Denton and all subcontractors as their interests may appear. [ ] Environmental Liability Insurance Environmental liability insurance for $1,000,000 to cover all hazards contemplated by this contract. [ ] Riggers Insurance The Contractor shall provide coverage for Rigger's Liability. Said coverage may be provided by a Rigger's Liability endorsement on the existing CGL coverage; through and Installation Floater 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 [X] Commercial Crime Provides coverage for the theft or disappearance of cash or checks, robbery inside/outside the premises, burglary of the premises, and employee fidelity. The employee fidelity portion of this coverage should be written on a "blanket" basis to cover all employees, including new hires. This type insurance should be required if the contractor has access to City funds. Limits of not less than $1,000,000,000.00 each occurrence are required. 321Wage DocuSign Envelope ID: BA3C844D-FOIA-43C1-B647-702BBCE3BD91 [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 $1,000,000.00 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. 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 331 Page DocuSign Envelope ID: BA3C844D-F01A-43C1-B647-702BBCE3BD91 Labor 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 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. W. 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. I. 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; 341 P, g,= DocuSign Envelope ID: BA3C844D-F01A-4301-B647-702BBCE3BD91 4. obtain from each other person with whom it contracts, and provide to the contractor: 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 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. J. 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. 1391461 Section 8.24 Special Terms and Conditions L Contract Ternis The contract term will be five (5) years, effective from date of award or notice to proceed as determined by the City of Denton Purchasing Department. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 2. Price Escalation and De-escalation Pursuant to industry standards, Harris often annually increases maintenance costs by small percentages every few years to account for both inflation and costs increases in the software industry. As a special concession to the City, for the next three years, Harris will limit increases in annual maintenance for existing products (i.e., not addressed in current SOWS) to 4% per annum. Notice of any increase 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. If no notice is made, then it will be assumed that the current contract price will be in effect. 35)Page DocuSign Envelope ID: BA3C844D-Fo1A-43C1-B647-702BBCE3BD91 Upon receipt of such notice, 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 a 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. 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 e-mail to: purchasing@cityofdenton.com noting the solicitation number. The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. 3. No Excess Obligations [n the event the Contract spans multiple fiscal years, the City's continuing performance 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. 6. 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 may be prohibited by the Constitution and the laws of the State of Texas. 7. 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. 8. 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 361 Page DocuSign Envelope ID: BA3C844D-FOIA-4301-B647-702BBCE3BD91 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. 9. 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. 10. Records Retention The Contractor shall retain all financial records, supporting documents, statistical records, and any other records or books relating to the performances called for in the Contract. The Contractor shall retain all such records for a period of four (4) 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; provided, however, that any such audit shall take place no more than one per calendar year, unless otherwise required by law, and during normal business hours. IN WITNESS WHEREOF the parties hereto have duly executed this Agreement to be effective as of the Effective Date. N. HARRIS COMPUTER CORPORATION DoeuSlgned by: Per: Name:26�c... Title: vice President Sales Date: 11/10/2021 Organization, State DocuSignod by: Per:E5236D22!)62704243- �,�, H�� Name:Sara Heny Title: Interim City Manager Date: 11/10/2021 371 Page DocuSign Envelope ID: BA3C844D-F01A-43C1-B647-702BBCE3BDg1 ATTEST: ROSis SECRETARY Rol"Rs" BY: APPBh A gbTO LEGAL FOR. : THIS AGREEMENT HAS BEEN BOTH kwu�A. REVIEWED AND APPROVED as to BY:7A�Q070831MAA438. financial and operational obligations and business terms. DocuSigned by: AJA§jMS Ryan Adams SIGNATURE PRINTED NAME Director TITLE Customer service and Public Affairs DEPARTMENT DocuSign Envelope ID: BA3CB44D-F01A-43C1-B647-702BBCE3BD91 Schedule "A" - Description of Software Please refer to the Statement of Work (SOW) provided under separate cover. 391 Page DocuSign Envelope ID: BA3C844D-FOIA-43C1-8647-702BBCE3BDg1 Schedule "B" — Statement of Work ("SOW") Please refer to the Statement of Work (SOW) provided under separate cover. 401 `:�av� DocuSign Envelope ID: BA3C844D-F01A-43C9-B647-702BBCE3BD91 Schedule "C" -- Sample Change Order f=orm NORTHSTAR IMPLEMENTATION PROJECT - CHANGE ORDER REQUEST FORM ORGANIZATION NAME: CITY OF DENTON Vendor: NorthStar Utilities Solutions; a Division of Harris Computer Systems Date: Change Order Number: Project Description: City of Denton ("Denton"), NorthStar CIS Implementation Requested By: Scope of Change Requested: Assumptions and Other Requirements: Payment Terms: Start Date: Cost Impact: A signature below will serve as authorization to proceed with this change order. Please sign and return to NSProjectManager@northstarutilities.com Approval (signature and date): Organization Approval Organization Project Manager NorthStar Utilities Solutions Project Manager Change is 0 Approved 0 Denied Date 411 Page DocuSign Envelope ID: BA3C844D-F01A-43C1-B647-702BBCE3BD91 Schedule "D" — Standard Support and Maintenance Guidelines Help Desk Hours Standard hours are from 8:00 am to 8:00 pm EST Monday through Friday, excluding designated statutory holidays. Customer requested Support is available outside of standard hours and is billable on an hourly basis (minimum number of hours will apply) at a rate of $338/hr. Weekend assistance is available and must be scheduled in advance (and is billable on an hourly basis with a minimum number of hours that apply). Holiday Schedule NorthStar Support Services will be closed on the Canadian and US statutory holidays below. Support will be available on all Canadian statutory holidays when there is no US corresponding statutory holiday. New Year's Eve Early Closure New Year's Day Closed Labor Day Closed Christmas Eve Early Closure Christmas Day Closed Boxing Day Early Closure Customer Care Program • Technical Support Bulletins • Communication on new products and services • Dedicated Customer Support Account Lead as first point of contact as required • Participation in Regional User Group Meetings • Participation in NorthStar Webinars • Opportunity to take part in validation and focus groups • Opportunity to take part in Harris Annual Customer Conference "Software for Life" Guarantee • Support on existing applications for life • Software transferability and cost effective upgrades among Harris business units TeamSupport Access 24/7 • Open new tickets • View open/closed tickets for your organization • Post Screen Recordings and Video Recordings to tickets • View Knowledge Base Articles • View Product Information • Report on Ticket Metrics • Find out the latest NorthStar News; Events; Product Releases 421r`�,.1) DocuSign Envelope ID: BA3C844D-FQ1A-43C1-B647-702BBCE3BD91 Ticket Priorities In an effort to assign our resources to incoming tickets as effectively as possible, NorthStar has identified four types of ticket priorities P0, P1, P2 and P3. PRIORITY 0 - PRODUCTION DOWN Deemed by NorthStar Team to be Extremely High Priority (Production Only) Production Down Complete loss of service PRIORITY 1- BUSINESS CRITICAL Deemed by NorthStar Team to be of high priority as NO workaround exists Performance issue impacting critical processes No workaround exists Examples: Inability to create bills PRIORITY 2 - MEDIUM TO HIGH BUSINESS IMPACT Deemed by NorthStar Team to be important; however, workarounds are available State of Degraded Performance Workaround exists. Examples: usability issues; non-critical performance issue; calculation issues PRIORITY 3 - MINIMAL BUSINESS IMPACT/REQUESTS Deemed by NorthStar Team to be more general/cosmetic in nature OR Scheduled Minimal Business Impact General Product Issues/Questions/Aesthetic Issues/Formatting Issues/Questions on Documentation Enhancement Requests/Requests for Statement of Work/To be Scheduled items NOTE. NorthStar reserves the right to reclassify the priority level at any time if we reasonably believe the classification is incorrect. Response Times Response times will vary and are dependent on the priority of the call. We do our best to ensure that we deal with incoming cases in the order that they are received; however, cases will be escalated based on the urgency of the issue reported. NorthStar's standard response times are as follows: Priority 0 Response within 2 business hours Priority 1 Response within 4 business hours Priority 2 Response within 8 business hours Priority 3 Response within 24 hours 431 Page DocuSign Envelope ID: BA3CB44D-Fo1A-43C1-B647-702BBCE3BD91 Standard Software Releases and Updates • Defect corrections • Planned enhancements • Payroll regulated changes (additional charges may apply) • Participation in BETA program • Release notes • State, Province and/or Federal mandated changes (additional charges apply) Scheduled Assistance for Updates During Regular Business Hours • Additional charges apply outside of regular business hours. • Charges may apply depending on scope of work. `third Party Support Standard Third Party Support and Maintenance Services are provided, for those clients with maintenance on 3`d party products, based on the descriptions below. NorthStar provides 1' line support for all 3`d party products listed below and will escalate to the vendor if required. Please note that 3rd party installations & preventative maintenance services are not included as part of your maintenance unless otherwise indicated below. Microsoft SQL Server • Initial SQL Server installation & configuration • Establish database connections to NorthStar database • Limited troubleshooting and/or repair of database related issues 4Js (3`d Party graphical user interface software) • Entitlement to new GUI software releases • Installation and configuration for test and live NorthStar environments • Limited troubleshooting and/or repair of database related issues BitStew (As part of the CustomerConnect web portal) • Installation & configuration for test and live CustomerConnect environments IBM Cognos (as part of the Reports Anywhere reporting solutions) • Initial installation & configuration of IBM Cognos for use with Reports Anywhere • Set up of IBM Cognos license/establishment of connections with the NorthStar software • Limited assistance in utilizing embedded report writer functionality. • Updates to IBM Cognos data model which reflect changes in NorthStar database schema due to upgrades • limited assistance in locating information within the IBM Cognos data model • Assistance with existing reports NOTE. NorthStor recommends Microsoft SQL Server and supports Microsoft supported versions of the SQL database. Those versions of SQL Server that are no longer supported by Microsoft should no longer be considered supported by NorthStar. 44�i DocuSign Envelope ID: BA3C844D-Fo1A-43C1-B647-702BBCE3BD91 Billable Support Services The list below are deemed to be out of scope from our standard Annual Maintenance and Support Agreement. These items may be optionally available as billable services and includes, but may not be limited to; • Post Go -Live Training • Post Go -Live Project management • Form creation and redesign • Handheld interface of new interface, setups and changes • Setup of new services or changes to services (PAP, ACH, etc) • File imports and exports and interfaces to other applications • Refresh backups, restores, setting up test areas • Setup of new printers, printer setup changes • Custom modifications (reports bills, forms, reversal of customizations) • Setting up additional companies/agencies/tokens/general ledgers • Data conversions and global modification to setup table data • Database maintenance, repairs and optimization (unless specifically listed as a Support deliverable) • Extended hardware and operating system support • Upgrades and support of third party software • Installations and re -installations (workstations, servers) • Creation of Test databases and environments NOTE: Modifications to data in the NorthStar database via non -sanctioned NorthStar solutions or partner solutions are strictly prohibited and not supported. Test Databases & Environments NorthStar recommends that customers maintain an independent Test environment for testing purposes. This allows customers the opportunity to test fixes, modifications, new business processes and/or scenarios without risking any potentially unwanted changes to the Production (Live) environment. The creation of additional Test databases & environments is a billable service, if performed by NorthStar Support post Go -Live. 451 Page DocuSign Envelope ID: BA3C844D-FOIA-43C1-B647-702BBCE3BD91 Connection Information 1. Direct Tunnel 2. VPN -Example: a. Cisco Any Connect b. Microsoft VPN c. FortiClient d. SonicWall Net Extender e. Bomgar f. Global Protect g. Zywa I l 3. Web: a. Citrix b. Bomgar Web c. Beyond Trust d. CyberArk 4. Customer controlled connections: a. WebEx b. GoToMyPC How to Contact Us Existing customers can login to our Customer Hub at: https://northstarutiIitiesscIutions.na2.teamsupport.com to in user Contacts for Escalations 1. Dawn Ivanochko Director, Support Services 1-888-847-7747 X2032 DlvanochkoC@harriscomputer.com 2. Diane Vieson Manager, Support Services 1-888-847-7747 X2012 DVieson@harriscomputer.com 3. Jackie Hunter Manager, Support Services 1-888-847-7747 X2038 JHunter2@harriscomputer.com 4. Karen McKernan Vice President, Support Services 1-888-847-7747 X2744 KMcKernan@harriscomputer.com 46 1 Page DocuSign Envelope !D: BA3C844D-F01A-43C1-B847-702BBCE3BD93 Standard Technical Services for Hosted Environments Service Activity Description Frequency Database Logging This is the required management of the Management transaction log space. Scheduled Database TemporarySpace This service is to ensure that the MS SQL Management Server temporary space has the adequate resources as the system is used and the Scheduled database grows in size. Database Backup Routine This service is to ensure that the Management appropriate drives & files are backed up accordingly in the event restores or recovery Scheduled is required. Database Backup Routine This service is to provide notifications on the Confirmation success and failure of the database backup Scheduled routines. Database Index This is a weekly rebuild off all of the indexes Defragmentation to manage database fragmentation to Weekly prevent performance issues. Database Integrity Validation This routine checks the validation of table & index consistency, system catalogs, and allocated structures. The routine will Weekly attempt to repair any issues discovered. Database Statistic Updates The update statistics plan will ensure that metrics on the data count and distribution within a column or columns used by the Weekly database optimizer are kept up to date for query efficiency. Database Patch Management As MS SQL patches are released by Microsoft they will be reviewed and applied Monthly as required. Database Recovery In the event the database has to be restored or recovered Harris will perform As Required the necessary tasks. Database Test Database Refreshing Test environment Refresh Quarterly 471P7ge DocuSign Envelope ID: BA3C844D-F01A-43C1-8647-702BBCE3BD91 Database Archive/Purge Configure a new archive database and put processes in place to archive application Up to Semi - information into this new database. As of a Annually user defined date. Operating Patch Management As MS Server patches are released by System Microsoft they will be reviewed and applied Monthly as required. Operating File5ystem This task is to manage the file system to System Maintenance ensure system drives do not become full and have appropriate resources allocated. Weekly Operating Printer As new servers are added within your System Administration on physical location they will need to be added As Required the TM Server or managed on the Terminal Server within the hosted environment.. Operating Backup Routine This service is to ensure that the appropriate System Management drives & files are being backed up Scheduled accordingly in the event restores or recovery is required. Operating Backup Routine This service is to provide notifications on the Scheduled System Confirmation success/failure of the system backup outlines Operating Backup Routine This routine will be a manual extraction and System Validation review of the backup files for validation of Monthly content and an integrity check on the files Health Check Report and Targeted recommendations are produced to Recommendations fix, enhance, improve and protect the server and database performance. Application specific benchmarks will be collected at Quarterly regular intervals through the year so end user experience can be overlaid with changes being made to the environment. Administration Logging, Monitoring, Provide the platform to supply service and and Trending component- level monitoring for Administration applications and service. We will provide end user experience monitoring of a service As Required as well as component layer monitoring, log aggregation, and alerting services tailored to your specific needs. 48 1 Pag;2 DocuSign Envelope ID: BA3C844D-FOIA-4301-B647-702BBCE3BD91 Schedule "E" —Intentionally Deleted Schedule "F" — Service Availability Provisions Availability and Uptime Objectives: Availability of the Software Hosting Services is defined as when the Software Hosting Services are operational and accessible via a public internet connection. NorthStar shall strive to make the Software Hosting Services available 100% of the time. However, the Software Hosting Services may be unavailable during certain downtimes. NorthStar shall not be responsible for any failure to make the Software Hosting Services available under the following circumstances: Routine scheduled downtime: Periods of time for the purpose of conducting routine system maintenance. In such event, NorthStar shall use commercially reasonable efforts to provide Customer with a minimum of three (3) business days prior to any period of scheduled downtime, and shall use commercially reasonable efforts to limit any such routine system maintenance to weekends between the hours of midnight and 6 AM ET. ii. Emergencies: NorthStar reserves the right to suspend the Software Hosting Services and Customer's access to the Software Hosting Services in the event of an emergency or other non- routine maintenance event wherein it is deemed appropriate by NorthStar, without prior notice to Customer, to address a critical system issue. In such event, NorthStar will use commercially reasonable efforts to notify Customer of such suspended access as soon as possible and to restore access the system as soon as practically feasible. iii. Customer's network infrastructure: Customer's network infrastructure (equipment, software or other technology) is failing or causing the Software Service to be unavailable. This includes Customer's connection to the Internet or an Internet failure beyond the control of NorthStar. iv. A breach of the Agreement by Customer, its employees, subcontractors or agents ("Customer Representatives"). V. An error or the negligence or intentional acts or omissions of Customer Representatives or Users. vi. Unforeseen capacity increases based on changes in Customer's business processes or methods. vii. Any other force majeure event, as set out in Section 8.21 of the Agreement. Service Level Credits (a) In the event of a Service Level Failure, NorthStar shall issue a credit to Customer in the amounts set out in the table below (a "Service Level Credit"), provided however, that NorthStar has no obligation to issue any Service Level Credit unless Customer: (i) reports the Service Level Failure 491 Page DocuSign Envelope ID: BA3C844D-FOIA-43C1-B647-702BBCE3BD91 to North5tar immediately on becoming aware of it; and (ii) requests such Service Level Credit in writing within ten (10) days of the Service Level Failure. Service Period Availability (Calculated Monthly) Service Level Credit (Percentage of Monthly Fees calculated from Annual Hosting Subscription Fee) Equal to or greater than 99% 0% Equal to or greater than 98% 1% Equal to or greater than 97% 3% Equal to or greater than 95% 5% Less than 95% 7% The Service Period Availability is calculated by subtracting the total number of minutes that the Services are un -Available in a Service Period (calendar month) from the total number of minutes in a Service Period and then dividing the difference by the total number of minutes in a Service Period. (b) Any Service Level Credit toward the annual hosting subscription fee provided to Customer under this Agreement will be credited to Customer in the last calendar month of the Term. This Section sets forth NorthStar's sole obligation and liability and Customer's sole remedy for any Service Level Failure. 501 Page DocuSign Envelope ID: BA3C844D-FOIA-43C1-B647-702BBCE3BDg1 Schedule "G" — Security 1. Without limiting your obligations under the Agreement, NorthStar shall store and process data in accordance with industry standard practices. 2. Response to Legal Orders, Demands or Requests for data. a. Where permitted by law NorthStar shall: i. Promptly notify the Customer of any subpoenas, warrants, or other legal orders, demands or requests received by NorthStar seeking Data; ii. Consult with the Customer regarding its response; iii. Cooperate with the Customer's reasonable requests, at Customer's expense, in connection with efforts by the Customer to intervene and quash or modify the legal order, demand or request; and iv. Upon the Customer's request, provide the Customer with a copy of its response. b. If the Customer receives a subpoena, warrant, or other legal order, demand ("requests") or request seeking Data maintained by NorthStar, Customer will promptly provide a copy of the request to NorthStar. NorthStar will, where permitted bylaw, promptly supply Customer with copies of records or information required for the Customer to respond, and will cooperate with Customer's reasonable requests, and at Customer's expense, in connection with its response. 511 Page DocuSign Envelope ID: BA3C844D-F01A-43C1-B647-702BBCE3BD91 NORTHISTAR TM UTILITIES SOLUTIONS Statement of Work: SilverBlaze Implementation City of Denton April 16, 2021 Version 1.0 DocuSign Envelope ID: BA3C844D-F01A-43C1-B647-702BBCE3BD91 SOW VALID UNTIL: June 16, 2021 Revision Control Document Title: Denton — SiiverBlaze Implementation SOW Version Date Author Version 1.0 2021-04-16 Pav Sekhon Initial version of the document. NORTHISTAR" UTILITIES SOLUTIONS Page 2 Docu&gn Envelope ID: BA3C844D-F01A-43C1-B647-702BBCE3BDg1 TABLE OF CONTENTS 1 Introduction................................................................................................................................. 4 1.1 Objective...................................................................................................................................... 4 2 Service Description....................................................................................................................... 5 2.1 Areas within Scope...................................................................................................................... 5 2.2 Areas Out of Scope...................................................................................................................... 9 3 Estimated Timeline..................................................................................................................... 11 4 Change Management Process..................................................................................................... 13 5 Fees & Payment Schedule........................................................................................................... 14 5.1 Fees...........-............................................................................................................................... 14 5.2 Payment Schedule................................................................—.................................................. 14 5.3 Travel and Living Expenses........................................................................................................ 15 6 Termination............................................................................................................................... 16 7 Project Assumptions................................................................................................................... 17 8 Document Acceptance and Signoff............................................................................................. 19 Appendix A - SilverBlaze — Customer Portal Requirements................................................................. 20 AppendixB — License Terms & Agreement......................................................................................... 21 1. Grant of Licenses........................................................................................................................... 21 2. Term of License.............................................................................................................................. 21 3. Restrictions on Use............................................................. ........................ o.................................. 22 4. Ownership of Software and Confidential Information..................................................................... 22 5. Ownership and Disposition of Documents....................................................................................... 22 6. Warranty........................................................................................................................................... 22 7. Miscellaneous.................................................................................................................................. 24 1 INTRODUCTION This Statement of Work (SOW) defines the work to be performed by NorthStar Utilities Solutions, hereafter referred to as "NorthStar", an unincorporated division of N. Harris Computer Corporation, for City of Denton "Denton" to implement the NorthStar's SilverBlaze customer web portal platform. This SOW includes a high level timeline, fees, and other terms and conditions specific to the services requested by Denton. NORTHISTAR- UTILITIES SOLUTIONS Page 3 DacuSign Envelope ID: BA3C844D-Fo1A-43C1-B647-702BBCE3BD91 The purpose of this document is to provide information on the level of effort associated with the implementation. 1.1 Objective The overall project objective is to provide Denton with a 'customer presentment' solution that will allow their customers to securely log in and view, monitor and manage their account information, interval data and historical billing and payments. The high level objectives of this project are to: • Install, configure and implement core SilverBlaze solution defined in section 2. This solution will be installed on a Denton premise based server. • Deliver system training designed to develop user competency with the use and configuration of the SilverBlaze solution. Changes to this document shall be made through a change management process as described later in this Sow. 2 SERVICE DESCRIPTION 2.1 Areas within Scope 2.1.1 Implementation Scope All activities to be performed remotely, unless otherwise requested. NorthStar will deploy two instances of the SilverBlaze platform and applications in the Denton environment: one Test instance and one Production instance. 2.1.2 Supported Integrations 2.1.2.1 Integration to the Billing Data To ensure that the customer is presented with their most up to date and historical billing information, SilverBlaze integrates directly to the NorthStar CIS for billing data. This integration is also completed through the use of web services and creates a logical separation from SilverBlaze and the NorthStar CIS to ensure that security concerns are considered and respected. NORTHISTAR- UTILITIES SOLUTIONS Page DocuSign Envelope ID: BA3C8440-FOIA-43C1-B847-702BBCE3BD91 2.1.2.2 Integration with Bill Print Viewer For this implementation it has been identified that Denton outsources bills to Utilitec. As such, SilverBlaze will retrieve the PDF bills from Utilitec for online presentment. 2.1.2.3 Integration with Online Payment Provider Partner With one of our certified payment providers, the SilverBlaze online integration will assist Denton with being in a position to accept credit cards and electronic checks quickly and securely. Denton's online payment processor is Paymentus. As such, SilverBlaze will interface with Paymentus to offer online payment transactions. 2.1.2.4 Interval Usage Display For this implementation it has been confirmed that Denton uses Itron. As such, SilverBlaze will retrieve the interval usage data via the third party REST API. 2.1.3 Project Management A NorthStar Project Manager (PM) will be the primary point of contact for Denton on the SilverBlaze implementation. The PM has the overall accountability to successfully deliver the services required for a successful SilverBlaze implementation within the agreed upon timeframe and budget. The project team will directly report to the PM and the PM will have the authority and support to manage the project team in the best interest of the project. The PM is also accountable for the following high-level project activities: • Interface with Denton assigned PM. • Conduct regular internal project meetings to ensure that all aspects of the project are understood by the team and that progress and risks are properly reported. • Conduct regular project meetings with Denton. • Review of project status, schedule, risks, resources as well as any other issues that may affect the success the project. 2.1.4 SilverBlaze Installation & Configuration • Denton will be provided with a SilverBlaze Deployment and Configuration checklist as part of the project kick off which is required to be completed by Denton in full prior to the installation of SilverBlaze. • Denton will need to have the latest release of the NorthStar CIS deployed to production and nonproduction as part of the SilverBlaze installation. • Denton will have 10 business days to complete and return the Deployment and Configuration checklist. In the event that Denton needs to extend completion of the Deployment and Configuration checklist beyond the 5 business day window NorthStar will provide a change order for the extended period. NORTHISTAR- UTILITIES SOLUTIONS Page 5 DocuSign Envelope ID: BA3C844D-F01A-43C1-B647-702BBCE3BD91 Denton will be required to refresh the NorthStar CIS non -production database prior to the commencement of the SilverBlaze implementation. Should Denton require anysubsequent data refreshes of the NorthStar non -production system throughout SilverBlaze testing they will need to coordinate the refresh with NorthStar to ensure none of the SilverBlaze configuration work is overwritten in error. If a refresh occurs without NorthStar's prior knowledge and set ups need to be restored a change order will be issued for the additional effort to do so. • This implementation of the SilverBlaze web portal includes the configuration of 5 forms; o Request to start service o Request to stop service o Request to transfer service o Request to update account information o Request to set payment arrangements • The environment that has been installed, configured, and validated during the implementation will become the production environment at Go LIVE. In the event this production environment is required to be migrated to another server after the initial installation and prior to Go LIVE a Change Order may be applicable. 2.1.5 SilverBlaze Implementation and Training SilverBlaze Overview Session: • The SilverBlaze Overview session is held with the core project team at the beginning of the project kick-off phase. As part of the session NorthStar will provide a walk-through of the basic functionality to assist with understanding the SilverBlaze solution and to guide the completion of the Deployment and Configuration checklist. SilverBlaze UAT Preparation Session: The SilverBlaze UAT prep session will be held after NorthStar has completed the configuration and testing of the SilverBlaze application. The objective of the prep session is to reveal the configuration of SilverBlaze NorthStar produced based on the Configuration Workbook provided by Denton. Additionally, this session will introduce Denton to the documentation and tools used for UAT, allow for questions to be asked, and be a precursor to VAT's completion and acceptance sign -off by Denton. SilverBlaze Administrator Training Session: • SilverBlaze Administrator training will introduce Denton to features and functions available to the SilverBlaze Administrator account. This session is held with those users who will be responsible for: o Administration of users NORTHISTAR- UTILITIES SOLUTIONS Page 6 DocuSign Envelope ID: BA3C844D-F01A-43C1-8647-702SBCE3BDg1 o Maintaining / updating content on the SilverBlaze portal 2.1.6 SilverBlaze User Acceptance Testing (UAT) • NorthStar will provide a standardized test plan that will be adjusted to reflect the Utility's current service offerings, but this will not reflect the Utility's specific processes and business rules. Upon completion of testing Denton will submit a signed copy of the UAT plan confirming all areas of SilverBlaze have been successfully reviewed as a prerequisite for NorthStar to schedule the Go LIVE activities. • Upon completion of the Core Team configuration of SilverBlaze within the NorthStar TEST, Denton will have two (2) weeks to complete the initial round of User Acceptance Testing. During that two week period NorthStar will work with Denton to remediate all priority 1 issues. Denton will then have one (1) week of final Pre -Go LIVE testing prior to scheduling Go LIVE. If a project delay is encountered due to external factors outside of NorthStar's control, and User Acceptance Testing needs to extend beyond the initial two week and subsequent one week windows for UAT remediation testing NorthStar and Denton will analyze the results of this external factor on the project timeline to determine if there is a need for a change request to reflect a substantial change to the project plan, budget, or timeline. 2.1.7 Go LIVE Cut Over • Upon UAT sign off, in preparation for Go LIVE, the SilverBlaze environment will be frozen and no further updates or changes will be made to the system. • Point SilverBlaze to production end points, databases) and integrations. • Perform sanity testing of production environment before releasing the portal to Denton's end customers. 2.1.8 Post Go LIVE • Create SilverBlaze non -production instance. • Provide dedicated remote support with NorthStar Application and Technical Consultants for ten (10) business days Post LIVE before transitioning Denton back to NorthStar Support Services. NORTHISTAR" UTILITIES SOLUTIONS Page 7 DocuSign Envelope ID: BA3C$44D-F01A-43C1-B647-702BBCE3BD91 2.1.9 Customer Authentication Should Denton be transitioning from a third party web portal to the SilverBlaze solution, end consumer users who are already registered with the current portal will be required to authenticate themselves and create new credentials for SilverBlaze. User credentials from the third -party portal will not be migrated to SilverBlaze. As part of the transition from Paymentus to the SilverBlaze solution, NorthStar will migrate all end consumer usernames and information with the exception of passwords. End consumer users who are already registered in SilverBlaze will be required to create a new SilverBlaze password. Denton will be responsible for notifying users of the need for the password creation requirement as part of the SilverBlaze implementation. 2.1.10 Denton Responsibilities Fallowing are the key responsibilities of Denton under this agreement: • Purchasing MS -SQL license —if required. • Purchasing an SSL certificate from a Certificate Authority (EX: Network Solutions). The SSL certificate must have no interim certificates. • Ensuring NorthStar has direct, dedicated remote technical connection capabilities with administration access to any server that the NorthStar applications reside on for the duration of the SilverBlaze project • Ensuring that underlying infrastructure for SilverBlaze is acquired and installed by the required time per agreed upon project plan (Note: minimum specifications for servers and workstations should be discussed and agreed upon at commencement of project) • Installing server with appropriate network connectivity • Installing operating system and partitioning disk space • Installing database software • Creating users at the operating system level • Installing VPN connection • Configuring back up and maintenance routines for new database • Testing hardware components and environment • Conducting SilverBlaze Acceptance testing • Leading Go LIVE activities • Timely completion of the SilverBlaze Configuration and Customization checklist 2.1.11 Engagement Completion Criteria NORTHISTAW UTILITIES SOLUTIONS Page 8 DocuSign Envelope ID: BA3C844D-F01A-43C1-B647-702BBCE3BD91 The Engagement is deemed completed once the SilverBlaze application has been deployed to the live environment for ten business days and that any Priority 1 items raised during that period have been resolved. NorthStar has the exclusive right to classify call types according the definitions below. IFIIIR��� Definition Priority 1— Urgent or High Priority System Down (Software Application, Hardware, Operating System, Database) Impacts Critical Business Function without a workaround Performance issues of severe nature impacting critical processes. Priority 2— Medium Priority System errors that have workarounds . Impact to business function is not critical: • Performance issues not impacting critical processes • Usability issues • Workstation connectivity issues (Workstation specific) Priority 3— Low Priority Minimal or no impact to critical business function • Report formatting issues Training questions; how to, or implementing new processes Aesthetic issues issues with workarounds for large majority of accounts Recommendations for enhancements on system changes Questions on documentation 2.2 Areas Out of Scope Anything in this section and not listed in the above "Areas within Scope" is considered out of scope for this SOW. Specific items that are currently out of scope of this engagement include: NORTHISTAR- UTILITIES SOLUTIONS Page 9 DocuSign Envelope ID: BA3C844D-F01A-43C1-8647-702BBCE3BD91 • Auto pay (PAP) data migration • Auto -reconnect functionality • Migrating User credentials to SilverBlaze. • Database maintenance and backups (as part of the SilverBlaze implementation, the SilverBlaze team will work with the customer to ensure that they understand what the requirements are for backup and frequency of backups) • Refresh of NorthStar TEST database • Go LIVE cutover taking place on during regular business hours. If the customer requires a Go LIVE on a weekend or weekday evening outside of business hours standard charges will apply. • Training of Denton's customers. NORTHISTAW UTILITIES SOLUTIONS Page 10 DocuSign Envelope ID: BA3CWD-FOIA-43C1-B647-702BBCE3BD91 3 ESTIMATED TIMELINE The estimated duration of this engagement is approximately 14 weeks. The possibility and feasibility of a reduced duration will be evaluated during the Customer Preparation phase as it will depend on availability of resources and involvement of Denton Team members. Adherence to the project plan and timeline is critical. NorthStar will prepare a formal project plan and timeline. Denton will review, provide comments on, and provide NorthStar with approval of the project plan and timeline. Project Kick Off w Customer Preparation Completion of the Deployment and Configuration checklist by Denton Silver8laze Installation . Payment Provider Installation & Configuration of non -Production Environment Payment Provider Installation & Configuration of non -Production Environment SilverBlaze Product Review with Core Team Silveralaze Configuration SilverBlaze Administrator Training • User Acceptance Testing & Issues Remediation User Acceptance Testing & Issues Remediation Final User Acceptance Testing & Issues Remediation User Acceptance Testing Sign Off Delivered Payment Provider Installation & Configuration of Production Environment Payment Provider Installation & Configuration of Production Environment . Pre- Go LIVE Configuration & Testing • Go LIVE • Post Go LIVE Support . Create SilverBlaze TEST Instance . Post Go LIVE Support NORTHISTAW UTILITIES SOLUTIONS Page 11 DocuSign Envelope ID: BA3C844D-F01A-43C1-B647-702BBCE3BDg1 . Transition to Support Services There are a number of factors to be considered that will have an associated un -planned increase in effort and will therefore impact the project schedule. These factors are typically not determined until project kick-off and will be a key input into the final Go LIVE date and may result in additional cost. NorthStar will notify Denton of any increase in effort and will provide Denton with a Change Order according to section 4 Change Management Process. These factors include: ■ Project Resourcing: In the event that Denton staff is unable to be dedicated to the agreed upon project plan, resulting in an extension of the timeline, NorthStar will evaluate the need for a Change Order for additional Project Management and dedicated support services to extend the project timeframe. NORTHISTAR- UTILITIES SOLUTIONS Page 12 DocuSign Envelope ID: BA3C844D-F41A-43C1-B647-742BBCE3BD91 4 CHANGE MANAGEMENT PROCESS NorthStar will maintain the SOW with formal documentation denoting agreed upon changes. *penton and NorthStar may propose changes to this SOW addressing services falling outside the scope of services described in this SOW ("Change"). The Change Order form must be used for all change requests. NorthStar shall have no obligation to commence work in connection with any change until the fee and schedule impact of the change is agreed upon in a written Change Order form signed by the designated representatives from both parties. Upon identifying the need for a change, NorthStar shall submit the change on our standard Change Order form describing the change, including the impact of the change on the schedule, fees and expenses. Within 5 consecutive business days of receipt of the change order form, Customer shall either indicate acceptance or rejection of the proposed change by signing the Change Order form or any other period of time mutually agreed to by the parties. If NorthStar is advised not to perform the change, then NorthStar shall proceed only with the original services. In the absence of Customer acceptance or rejection of the Change Order, NorthStar will not perform the proposed change. NORTHISTAR- UTILiTIES SOLUTIONS Page 13 DocuSign Envelope ID: BA3C8440-FOIA-4301-B647-7026BCE3BD91 5 FEES & PAYMENT SCHEDULE 5.1 Fees SilveCBlaze Implementation License Unit Cost Quantity Total Maintenance SilverBlaze License • Base Customer Portal • 5 Standard Smart Forms • Smart Meter Integration with Itron • Commercial and Industrial Module $110,000 1 $110,000 $27,501 • Mobile App License Total $110,000 $27,502 Professional Services $125,240 - Project Management - Installation & Configuration - Acceptance Testing Support - Go LIVE Cut Over - Post LIVE Support Paymentus Integration (included) N/A Utilitec Bill Presentment Integration (included) N/A Cloud Hosting $25,343 Technology, Communication, $6,262 Administration Services Total $131,502- 131,502Project ProjectTotal $241,502 $53,844 5.2 Payment Schedule Any mutually agreed upon change controls will be billed at the standard NorthStar hourly rate when incurred. An additional amount equal of 5% of the total fees billed has been included in the fee charged to cover technology, communication and administrative costs. Price excludes any applicable taxes. The NorthStar fees for the scope of services described in this Statement of Work, including the technology, communication and administrative fee, is $241,502 USD based on fixed price plus any travel and logistics (T&L) which may be required. NORTHISTAR- UTILITIES SOLUTIONS Page 14 DocuSign Envelope 0: BA3C844D-FOIA-43Cl-B547-702BBCE3BD91 Any additional scope will be charged at the NorthStar standard hourly rate of $225 5.2.1 Professiono! Services 1. 50% on SOW signing 2. 20% on installation of SilverBlaze software in the customer environment on a non -production or production server. 3. 20% on move to production environment 4. 10% 30 days post go -live 5.2.2 license 1. 100% on SOW signing 5.2.3 Maintenance • Maintenance fees are initially payable on installation to a non -production environment and annually thereafter. NorthStar will prorate the maintenance based on Denton's maintenance renewal term. Invoices are payable upon receipt. Quote is valid for 60 days from date of delivery. After 60 days the quote will be considered expired and would need to be reassessed and re -quoted if still required. Total Contract Amount The contract total for services shall not exceed $761,008.78. Pricing shall be per Schedule B . 5.3 Travel and Luing Expenses The above mentioned fees do not include any travel and per diem expenses incurred for on-site visits required for this engagement. Any travel time will be billed at $75/hour. Denton shall also pay or reimburse travel expenses plus a per diem reasonably incurred in furtherance of NorthStar duties hereunder. 6 TERMINATION Unless NorthStar and/or Denton exercises its right to terminate this SOW due to material breach or default, NorthStar must provide, and Denton must purchase, services from NorthStar for the items defined within this SOW. NORTHISTAW UTILITIES SOLUTIONS Page 15 DocuSign Envelope ID: BA3C844D-FOIA-4301-B647-702BBCE3BD91 If Denton and/or NorthStar exercises its right to terminate this SOW due to material breach or default, or Customer and/or NorthStar terminates this SOW without cause, Customer's obligation includes the following: I. Provide notice of 10 calendar days for termination without cause; 2. Return the software to NorthStar and certify, under the hand of a duly authorized officer of the Organization, that all copies of the software or any part thereof, in any form, within the possession or control of the Organization have been returned to NorthStar. (if applicable) 3. Complete payment for services performed and expenses incurred prior to termination including: a. Any amounts previously invoiced but unpaid; b. Fees for services performed through the termination date which has not been invoiced; and c. Any approved travel and living costs. NorthStar's obligation includes the following: 1. Provide notice of 10 calendar days for termination without cause. 7 PROJECT ASSUMPTIONS The Services, fees and delivery schedule for this engagement are based upon the following assumptions: • Any items not explicitly identified within this document are considered out of scope. Any changes to those responsibilities and/or deliverables will be considered a change in scope for the engagement. Any proposed change to the engagement scope must be put into written format and be submitted to NorthStar during this engagement for review and consideration. • This engagement currently has, and will continue to have, the support of senior Denton management and will be assigned sufficient priority with respect to other project to ensure its success. • Denton will assign a lead to act as an internal resource and guide throughout this engagement. • Denton will secure the appropriate staff in a timely fashion in order to discuss or review the various materials produced when required. • Denton will provide access and support from the IT group and any other stakeholder, as deemed necessary by NorthStar throughout this engagement. • Denton agrees to facilitate any required Denton Corporate logistics for the fulfillment of this agreement. • Denton will secure, as required and in a timely fashion, the assistance and cooperation of third party vendors (e.g. CIS, AMI, Payment, Bill View) to ensure a successful SilverBlaze implementation. A change control may be created if the third party vendor is unavailable or non-cooperative and as such results in an impact to the schedule or effort. • Third party vendor solutions are able to provide information required by the SilverBlaze as well as accept information provided by the SilverBlaze. NORTHISTAR- UTILITIES SOLUTIONS Page 16 DocuSign Envelope ID: BA3C844D-FOIA-43C1-8647-702BBCE3BDg1 • All documentation provided by Denton shall be up-to-date and accurate or if that is not the case, advise NorthStar as such. • All hardware, software, and network components supplied by Denton are working properly and are free of defects and will meet minimum hardware standards provided during the engagement. • To minimize project costs, project work will be performed at one of the NorthStar's locations except for project activities where face-to-face is deemed more effective. • Denton will provide the appropriate remote access to its network, facilities, and systems as may be required to perform activities from one of NorthStar's locations. NorthStar shall abide by all rules and directions of Denton when accessing the Customer's network, facilities or systems. • Price does not include Denton approved travel and living expenses that may be required as part of the delivery of the engagement unless specified in she contract (i.e. air, car rental, gas, per diem and hotel). NorthStar will work with Denton to identify most cost-effective accommodations for Denton on-site activities that are mutually agreed upon. • Denton resources will be available as required for Acceptance Testing. It is expected that the individuals identified will have experience in the day-to-day operations and will work closely with the NorthStar Consultant to resolve issues as required. The main purpose for this interaction is to provide a quick and consistent response to procedural issues so that the NorthStar Consultant is not required to contact a large number of Users. • SilverBlaze has dependencies on NorthStar CIS database and code libraries being up-todate. Denton's non -production environment will be patched up to the latest Maintenance Release prior to deployment of SilverBlaze. Note; SilverBlaze testing phase may need to be extended based on the number of NorthStar CIS update patches required to properly update the • non -production environment to the NorthStar recommended release state. once the initial installation of NorthStar has been completed and connectivity has been confirmed, NorthStar strongly recommends that the environment remains static for the duration of the project. Troubleshooting performance or NorthStar functionality issues, resulting from environment changes, such as operating system updates and network modifications, is considered outside the scope of the migration project. Denton will be issued a project change order for time incurred reviewing such issues. If at any point, it is confirmed that the issue is caused by NorthStar, all service charges will be waived. NORTHISTAW UTILITIES SOLUTIONS Page 17 DocuSign Envelope ID: BA3C844D-FOIA-43CI-6647-702BBCE3BD9I 8 DOCUMENT ACCEPTANCE AND SIGNOFF Accepted on this day by: City of Denton NorthStar Utilities Solutions By: By: — Name: Name: Title: Title: Date: Date: Please sign and return this document by email to Paven Sekhon at.PSekhon@harriscomputer.com NORTHISTAR- UTILITIES SOLUTIONS Page 18 DocuSign Envelope 10: BA3C8440-F01A-43C1-B647-702BBCE3BDg1 APPENDIX A - SILVERBLAZE — CUSTOMER PORTAL REQUIREMENTS SilverBlaze requires its own dedicated server that meets the hardware and software specifications detailed below. Low Volume Portal: Minimum Web Application Server Hardware Processor: 2 CPU/Cores @ 2-3GHz) Memory (RAM): 16.0 GB Disk Space: 150 GB Minimum Database Server Hardware Processor: 2-4 CPU/Cores @ 2-3 GHz) Memory (RM): 24.0 GB Disk Space 300 GB Medium Volume Portal: Minimum Web Application Server Hardware Processor: 4 CPU/Cores @ 2-3GHz) Memory (RAM): 32.0 GB Disk Space: 200 GB Minimum Database Server Hardware Processor: 4-8 CPU/Cores @ 2-3 GHz) Memory (RAM): 32.0 GB Disk Space: 400 GB NORTHISTAR- UTILITIES SOLUTIONS Page 19 DocuSign Envelope ID; BA3C844D-F01A-43C1-B647-702BBCE3BD91 APPENDIX B — LICENSE TERMS & AGREEMENT 1. Grant of Licenses (a) Subject to the terms and conditions herein, NorthStar hereby grants to Denton a personal, non- exclusive, non -transferable and limited right and license to use the Software in object code format on the NorthStar CIS computer system (the "License") in consideration for the payment of the License fees. All Releases installed by Denton are subject to this License. This License and the other terms and conditions related to this License do not apply to Third Party Software. (b) Denton may duplicate Documentation, at no additional charge, for Denton's permitted uses so long as all required proprietary markings are retained on all duplicated copies. (c) As between NorthStar and Denton, NorthStar reserves all rights, title and interest in and to the Software not expressly granted herein and the License specifically excludes all such reserved rights, title and interest. (d) Any Software furnished by NorthStar in machine-readable form may be copied in whole or in part by Denton for use on the Designated Computer System, access to which by Users can be from any computer terminal, whether internal to or external to Denton's facility incorporating the Designated Computer System. To the extent that any temporary files associated with the Software are created during such use on terminals those temporary files are permitted under this License but only for such time that the temporary files are actually required. Denton agrees that the original copy of all Software furnished by NorthStar and all copies thereof made by Denton are and at all times remain the sole property of NorthStar, as NorthStar Software is licensed, not sold. (e) Any License granted under this SOW permits Denton to: (1) use the Software for its utility billing and related purposes including, but not limited to, performing testing, disaster recovery, disaster testing, training, archival and backup as Denton deems necessary, and (ii) use, copy and modify the Documentation for the purpose of creating and using training materials relating to the Software. Access to and use of the Software by independent contractors of Denton shall be considered authorized use under this Section so long as any such independent contractors are bound by obligations of confidentiality and have been approved by NorthStar in advance of the independent contractors' access to the Software. Denton shall be responsible for (i) all of the actions of and (ii) any misuse of the Software by any independent contractor. (f) Software is licensed for use by the current number of NorthStar CIS users and on the current operations of Denton. Any change in the number of users of NorthStar CIS or a material increase in Denton's business, such as through acquisition of another utility, would require additional licensing. (g) Denton may purchase additional Software Licenses at the time such Licenses become necessary at NorthStar's then current prices and terms. 2. Term of License The License commences on effective date of the SOW. The License is perpetual and of indefinite duration contingent on renewing annual support and maintenance for the License. NQRTHISTAR- UTILITIES SOLUTIONS Page 20 DocuSign Envelope ID: BA3C844D-Fo1A-43C1-5647-702BBCE3BD91 3. Restrictions on Use (a) Denton shall not, and will not allow, direct or authorize (directly or indirectly) any other party to: (i) use the Software for any purpose other than in connection with Denton's primary business or operations; (ii) disassemble, de -compile, reverse engineer, defeat license encryption mechanisms, or translate any part of the Software, or otherwise attempt to reconstruct or discover the source code of the Software except and only to the extent that applicable law expressly permits, despite this limitation; (iii) modify or create derivate works of the Software; (iv) rent, lease, lend, license, sell or use the Software fortimesharing or bureau use or to publish or host the Software for others to use; or (v) take any actions that would cause the Software to become subject to any open source or quasi -open source license agreement. Subject to the laws of the State of Texas and without waiving any applicable immunity, Denton shall be wholly liable to NorthStar for any misuse of the Software and these restrictions are absolute except as and only to the extent that this SOW may expressly permit Denton to do otherwise; provided however, that such liability is limited to the proportion of Denton's fault. (b) The Software and related materials supplied by NorthStar are protected by copyright and trademark laws. The Software is licensed and may not be resold by Denton. Any rights not expressly granted herein are reserved. Denton may not obscure, remove or otherwise alter any copyright, trademark or other proprietary notices from the Software and related materials supplied by NorthStar. 4. Ownership of Software and Confidential Information (a) Denton acknowledges that the Software contains proprietary information and Confidential Information of NorthStar which shall, at all times, remain the property of NorthStar. (c) Denton will take the same care to safeguard the Software as it takes to safeguard its own Confidential Information of a like nature and such care shall not be any less than would be taken by a reasonable person to safeguard its own confidential information. (d) In order to assist NorthStar with the protection of its proprietary information and Confidential Information and to enable NorthStar to ensure that Denton: is complying with its obligations, Denton shall permit NorthStar to visit during normal business hours any premises at which the Software is used or installed and shall provide NorthStar with access to its Software. NorthStar shall provide Denton with reasonable notice of any such audit. S. Ownership and Disposition of Documents (b) All materials and documents which were developed or prepared by NorthStar for general use and which are not the copyright of any other party or publicly available, ^including educational materials, the Software and any other computer applications, shall continue to be the property of NorthStar. The parties agree that no materials or documents are being created for Denton by NorthStar under this SOW as of the effective date. 6. Warranty (a) The Software will substantially perform as described in the Documentation for a period of ninety (90) days from installation if the Software is used in accordance with its documentation, the terms of this License and where Denton has any required programs NORTHESTAR" UTILITIES SOLUTIONS Page 21 DocuSign Envelope ID: BA3C844D-F01A-4301-B647-702BBCE3BD91 and the hardware meets the requirements. Denton's sole recourse in the event the Software does not conform to the Documentation is the repair and replacement of the Software. In the event an error is discovered in the Software outside the warranty period and the error can be reproduced by Harris, provided Denton has ongoing Support and Maintenance with Harris, Harris will make reasonable commercial efforts to provide Denton with a correction or suitable workaround. Harris reserves the right to correct any defects about which it is made aware and to produce in its sole discretion Software releases at a time of Harris' own choosing. Hosting Services Warranty. During the duration of this Agreement, Provider warrants to Organization that the Hosting Services shall be performed at the level and shall reasonably meet the requirements as stated in any Provider manuals and other documentation provided. Organization's sole recourse in the event the Hosting Services do not conform to the warranty provided is for (i) the right to terminate those Hosting Services upon providing thirty (30) days' written notice to Provider. (b) Harris shall not be liable for any breach of the foregoing warranties which results from causes beyond the reasonable control of Harris, including: (i) where the installation, integration, modification or enhancement of the Software was not done by Harris or its authorized agent, or where Denton has taken any action which is prohibited by product documentation or this License; (ii) any use or combination of the Software with any software, equipment or services not supplied by or on behalf of Harris; (iii) user error, or other use of the Software in a manner or in an operating environment for which it was not intended or other than as permitted herein; (iv) Denton 's failure to install a new software update necessary to cure an error or bug, for security or legislative compliance purposes or for such other reasons as Harris may determine in its sole discretion; or (v) Any other event of force majeure that cannot be reasonably controlled by Harris; provided that Harris is diligently pursuing a remedy to such force majeure. (c) Exclusions to Warranty (i) TO THE GREATEST EXTENT PERMITTED BY LAW, THE SOFTWARE IS LICENSED AND ALL OTHER MATERIALS AND SERVICES ARE PROVIDED TO Denton "AS IS" AND THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS, EXPRESSED OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, REGARDING THEM OR ANY OTHER PRODUCT, SERVICE OR MATERIAL PROVIDED HEREUNDER OR IN CONNECTION HEREWITH. (ii) HARRIS, ITS LICENSORS AND SUPPLIERS DISCLAIM ANY IMPLIED WARRANTIES OR CONDITIONS REGARDING THE SOFTWARE AND ANY OTHER PRODUCTS, SERVICES AND MATERIALS PROVIDED HEREUNDER OR IN CONNECTION HEREWITH, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABLE QUALITY, MERCHANTABILITY, DURABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NONINFRINGEMENT. (iii) HARRIS DOES NOT REPRESENT OR WARRANT THAT THE SOFTWARE SHALL OPERATE ERROR FREE OR IN THE COMBINATIONS SELECTED, THAT IT SHALL MEET ANY OR ALL OF Denton'S PARTICULAR REQUIREMENTS, OR THAT ALL ERRORS OR DEFECTS IN THE SOFTWARE CAN BE FOUND OR CORRECTED. NO AGREEMENTS VARYING OR EXTENDING ANY EXPRESS WARRANTIES SET FORTH IN THIS LICENSE SHALL BE BINDING ON EITHER NORTHISTAR- UTILITIES SOLUTIONS Page 22 DocuSign Envelope ID: BA3C844D-F01A-43C1-B647-702BBCE3BD91 PARTY UNLESS IN WRITING AND SIGNED BY AN AUTHORIZED SIGNING OFFICER OF HARRIS. 7. Miscellaneous (a) This License shall constitute the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes and replaces any previous conflicting terms, written or oral, with respect to the issues addressed herein. This License is part of a larger contract for the provision of services for the City of Denton under File No. 7621. (b) Neither party may assign any of its rights or duties under this License without the prior written consent of the other party, such consent not to be unreasonably withheld, except that either party may assign to a successor entity in the event of its dissolution, acquisition, and sale of substantially all of its assets, merger or other change in legal status. The License shall inure to the benefit of and be binding upon the parties and their respective successors and permitted assigns. (c) This License shall be governed by the laws of the State of Texas, without reference to the conflicts of law principles thereof; provided, however, that the Uniform Computer Information Transaction Act will not apply even if adopted as part of the laws of said State or Province. The United Nations Convention on Contracts for the International Sale of Goods (UNCCISG) does not apply to this License. (d) Section and other headings in this License are for reference purposes only and do not describe, interpret, define or limit the scope or extent of any provision hereof. (e) The invalidity or unenforceability of any provision contained in this License shall not affect the validity or enforceability of any other provision or covenant. Any such invalid provision or covenant shall be deemed modified to the extent necessary in order to render it valid and enforceable; if such provision may not be so saved, it shall be severed and the remainder of this License shall remain in full force and effect. NORTHISTAR- UTILITIES SOLUTIONS Page 23 DocuSign Envelope ID: BA3C844D-F01A-43C1-8647-702BBCE3BD91 NORTHISTAR- UTILI'T'IES SOLUTIONS Page 24 DocuSign Envelope ID: BA3C844D-FOIA-4303-8647-702BBCE3BD91 CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ For vendor or other person doing business with local governmental entit 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. North star Harris Computer Corporation 2 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate. D3N.m of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subparts A, B, C & D), must be completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.001(1-a), Local Government Code. Attach additional pages to this Form CIQ as necessary. A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor? X F7 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 I No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local govcrmnent officer serves as an officer or director, or holds an ownership of one percent or more? Ex -1 Yes No D. Describe each employment or business and family relationship with the local government officer named in this section. 4 ❑X I have no Conflict of Interest to disclose. 5 _V 10/4/2021 Signature of vendor doing business with the governmental entity Date