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23-1520
ORDINANCE NO. 23-1520 AN ORDINANCE OF THE CITY OF DENTON, A TEXAS HOME-RULE MUNICIPAL CORPORATION, AUTHORIZING THE CITY MANAGER TO EXECUTE A CONTRACT WITHPLACER LABS, INC., FOR FOOT TRAFFIC ANALYTICS FOR THE ECONOMICDEVELOPMENT DEPARTMENT; PROVIDING FOR THE EXPENDITURE OF FUNDSTHEREFOR; AND PROVIDING AN EFFECTIVE DATE (RFP 8227 – AWARDED TO PLACER LABS, INC., FOR ONE (1) YEAR, WITH THE OPTION FOR TWO (2) ADDITIONAL ONE (1) YEAR EXTENSIONS, IN THE TOTAL THREE (3) YEAR NOT-TO-EXCEED AMOUNT OF $ 145,000.00). WHEREAS, the City has solicited, received, and evaluated competitive proposals for foot traffic analytics for the Economic Development Department; and WHEREAS, the City Manager, or a designated employee, has received, reviewed, and recommended that the herein described proposals are the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals; and WHEREAS, this procurement was undertaken as part of the City’s governmentalfunction [Community development or urban renewal activities] ; and WHEREAS, the City Council has provided in the City Budget for the appropriation of funds to be used for the purchase of the materials, equipment, supplies, or services approved and acceptedherein; NOW, THEREFORE, THE COUNCIL OF THE CITY OF DENTON HEREBY ORDAINS: SECTION 1. The items in the following numbered request for proposal for materials, equipment, supplies, or services shown in the “Request Proposals” on file in the office of the Purchasing Agent, are hereby accepted and approved as being the most advantageous to the City considering the relative importance of price and the other evaluation factors included in the request for proposals. RFPNUMBER CONTRACTOR AMOUNT 8227 Placer Labs, Inc.$ 145,000.00 SECTION 2. That by the acceptance and approval of the above numbered items of the submitted proposals, the City accepts the offer ofthe persons submitting the proposals for such items and agrees to purchase the materials, equipment, supplies, or services in accordance with the terms, specifications, standards, quantities, and for the specified sums contained in the Proposal Invitations, Proposals, and related documents. SECTION 3 . That should the City and person submitting approved and accepted items wish to enter into a formal written agreement as a result of the acceptance, approval, and awarding of the proposals, the City Manager, or their designated representative, is hereby authorized to execute the written contract which shall be attached hereto; provided that the written contract is in accordance with the terms, conditions, specifications, standards, quantities, and specified sums contained in the Proposal and related documents herein approved and accepted. SECTION 4. The City Council of the City of Denton hereby expressly delegates the authority to take any actions that may be required or permitted to be performed by the City of Denton under this ordinance to the City Manager of the City of Denton, or their designee. SECTION 5. By the acceptance and approval of the above enumerated bids, the City Council hereby authorizes the expenditure of funds therefor in the amount and in accordance with the approved bids. SECTION 6. This ordinance shall become effective immediately upon its passage and approval. Th, m,a,„ tP ,pp„„, thi, „di„,„„ w„ m,d, by grt A., G„ IL ,„d secondedby Pd MIld . This ordy the following vote U - A: Aye Nay Abstain Absent Mayor Gerard Hudspeth:J-L=Vicki Byrd, District 1 : Brian Beck, District 2: Paul Meltzer. District 3 :-J-./ a VCLp fI 2023 Joe Holland, District 4: Brandon Chase McGee, At Large Place 5 :1/ yChris Watts, At Large Place 6: PASSED AND APPROVED thi, th, J fIR d,v .f /-a/Z/ ’GERARD HUDSPETH, MAYOR ArrEST: JESUS SALAZAR, crrY SECRETARY L\\ \11111111/ APPROVED AS TO LEGAL FORM: MACK REHfWAND, CIFY ATrORNW Lunn ON: al=Mattdla Lunn, o,dDentm CXgMy sIgned by ManeHa BY: \x€,u'ciE.iI on.com, oUS Date: 2023.0726 162798 asw DocuSign Envelope ID: E22A41B5-6F6144D5-98D9-52D9A08E6386 DENTON Docusign City Council Transmittal Coversheet 8227RFP File Name 1 FOOT TRAFFIC ANALYSIS Purchasing Contact Christina D ormadY City Council Target Date AUGUST 15’ 2023 Piggy Back Option Contract Expiration Ordinance Not App11cab1 e AUGUST 15 , 2026 23-1520 DocuSign Envelope ID: E22A41B5-6F61dj4D5-98D9-52D9A08E6386 CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND PLACER LABS, INC (CONTRACT 8227) THIS CONTRACT is made and entered into this date 08/15/202: 2023 (“Date of the Award”), by and between Placer Labs, Inc. a Delaware corporation, whose address is 440 N Barranca Ave, #1277, Covina, CA 91723, hereinafter referred to as "Contractor," and the CITY OF DENTON, TEXAS, a home rule municipal corporation, hereinafter referred to as "City," to be effective upon approval of the Denton City Council and subsequent execution of this Contract by the Denton City Manager or his duly authorized designee. For and in consideration of the covenants and agreements contained herein, and for the mutual benefits to be obtained hereby, the parties agree as follows: SCOPE OF SERVICES Supplier shall provide products and/or services in accordance with the City’s document RFP 8227, a copy of which is on file at the office of Purchasing Agent and incorporated herein for all purposes. The Contract consists of this written agreement and the following items which are attached hereto and incorporated herein by reference: (a) (b) (C)(d) (e) (f) Special Terms and Conditions (Exhibit “A”);City of Denton’s RFP 8227 (Exhibit “B” on File at the Office of the Purchasing Agent);City of Denton Standard Terms and Conditions (Exhibit “C”); Certificate of Interested Parties Electronic Filing (Exhibit "D"); Contractor’s Proposal, Order Form, and Service Level Agreement (Exhibit "E"); Form CIQ – Conflict of Interest Questionnaire (Exhibit "F"); These documents make up the Contract documents and what is called for by one shall be as binding as if called for by all. In the event of an inconsistency or conflict in any of the provisionsof the Contract documents, the inconsistency or conflict shall be resolved by giving precedence first to the written agreement then to the contract documents in the order in which they are listed above. These documents shall be referred to collectively as “Contract Documents.” Prohibition on Contracts with Companies Boycotting Israel Supplier acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israelduring the term of the contract. The terms “boycott Israel” and “company” shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this agreement, Suppliercertiftes that Supplier’s signature provides written verifIcation to the City that Supplier: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the agreement. Failure to meet atmaintain the requirements under this provision will be considered a material breach. Prohibition On Contracts With Companies Doing Business with Iran, Sudan, or a Foreign Terrorist Organization DocuSign Envelope ID: E22A41B5-6F61z14D5-98D9-52D9A08E6386 Section 2252 of the Texas Government Code restricts CITY from contracting with companies that do business with Iran, Sudan, or a foreign terrorist organization. By sIgnIng this agreement, Supplier certipesthat Supplier’s signature provides written vert$cation to the City that Supplier, pursuant to Chapter 2252, is not ineligible to enter into this agreement and will not become ineligible to receive payments under this agreement by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain the requirements under this provision will be considered a material breach. The parties agree to transact business electronically. Any statutory requirements that certain terms be in writing will be satisfied using electronic documents and signing. Electronic signing of this document will be deemed an original for all legal purposes. IN WITNESS WHEREOF, the parties of these presents have executed this agreement in the year and day first above written.CONTRACTOR THIS AGREEMENT HAS BEEN BOTH REVIEWED AND APPROVED as to financial and operational obligationsand business terms. 'DocuSigned by: b@,r,ea @&,Gnp -c91MT}4©RIZED SIGNATURE Date. 7/24/2023 Wayne Emerson Printed Name: Vernell Wisdom Title: Head of Contract ManagementPRINTED NAME D1 rector TITLE 816-309- 5142 PHONE NUMBER Econom1 c Development verne1 1 . wi sdom(Bp1 acer . a1 DEPARTMENT EMAIL ADDRESS 2023 –1051602 APPROVED AS TO LEGAL FORM: MACK REINWAND, CITY ATTORNEY TEXAS ETHICS COMMISSIONCERTIFICATE NUMBER CITY OF DENTON, TEXAS ATTEST: JESUS SALAZAR, CITY SECRETARY DocuSigned by: b%st's SaM„r2437C77B897541 D CITY MANAGER Date:8/16/2023 DocuSign Envelope ID: E22A41B5-6F6144D5-98D9-52D9A08E6386 Exhibit A Special Terms and Conditions 1. Total Contract Amount The contract total for services shall not exceed $145,000. Pricing shall be per Exhibit E attached. 2. Contract Terms It is the intention of the City of Denton to award a contract for one (1) year, effective from date of award. The City and the Contractor shall have the option to renew this contract for an additional two (2) one-year periods. The Contract shall commence upon the issuance of a Notice of Award by the City of Denton and shall automatically renew each year, from the date of award by City Council. The Supplier’s request to not renew the contract must be submitted in writing to the Purchasing Manager at least 60 days prior to the contract renewal date for each year. At the sole option of the City of Denton, the Contract may be further extended as needed, not to exceed a total of six (6) months. 3. Price Escalation and De-escalation On Contractor’s request in the form stated herein, the City will implement an escalation/de- escalation price adjustment annually based on these special terms. Any request for price adjustment must be based on the, U.S Department of Labor, Bureau of Labor Statistics, Producer Price Index (PPI) or the manufacturer published pricing list. The maximum escalation will not exceed +/- 5% for any individual year and is limited to the Services set forth in this Exhibit E. The escalation will be determined annually at the renewal date. The price will be increased or decreased based upon the annual percentage change in the PPI or the percentage change in the manufacturer’s price list. Should the PPI or manufacturer price list change exceed a minimum threshold value of +/-1%, then the stated eligible bid prices shall be adjusted in accordance with the percent change not to exceed the 5% limit per year. The supplier should provide documentation as percentage of each cost associated with the unit prices quoted forconsideration. Request must be submitted in writing with supporting evidence for need of such increase to the Purchasing Manager at least 60 days prior to contract expiration of each year. Respondent must also provide supporting documentation as justification for the request. If no request is made, then it will be assumed that the current contract price will be in effect. Upon receipt of such request, the City of Denton reserves the right to either: accept the escalation as competitive with the general market price at the time and become effective upon the renewal date of the contract award or reject the increases within 30 calendar days after receipt of 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. DocuSign Envelope ID: E22A41B5-6F6144D5-98D9-52D9A08E6386 The request can be sent by e-mail to: purchasing@cityofdenton.com noting the solicitationnumber. The City of Denton reserves the right to accept, reject, or negotiate the proposed price changes. 4. Performance Liquidated Damages The Contractor shall incur contractual payment losses, as initiated by the City for performance that falls short of specified performance standards shall be per Exhibit E, Standard Service Level,attached DocuSign Envelope ID: E22A41B5-6F6144D5-98D9-52D9A08E6386 Exhibit CStandard Purchase Terms and Conditions These standard Terms and Conditions and the Terms and Conditions, Specifications, Drawingsand other requirements included in the City of Denton’s contract are applicable to contracts/purchase orders issued by the City of Denton hereinafter referred to as the City or Buyer and the Seller or respondent herein after referred to as Contractor or Supplier. Any deviations mustbe in writing and signed by a representative of the City’s Procurement Department and the Supplier. No Terms and Conditions contained in the seller’s proposal response, invoice or statement shall serve to modify the terms set forth herein. If there is a conflict between the provisions on the face of the contract/purchase order these written provisions will take precedence. The Contractor agrees that the contract shall be governed by the following terms and conditions, unless exceptions are duly noted and fully negotiated. Unless otherwise specified in the contract, Sections 3, 4, 5, 6, 7, 8, 20, 21, and 36 shall apply only to a solicitation to purchase goods, and sections 9, 10, 11, 22 and 32 shall apply only to a solicitation to purchase services to be performed principally at the City’s premises or on public rights-of-way. 1. CONTRACTOR’S OBLIGATIONS. The Contractor shall fully and timely provide alldeliverables described in the Solicitation and in the Contractor’s Offer in strict accordance with the terms, covenants, and conditions of the Contract and all applicable Federal, State, and local laws, rules, and regulations. 2. EFFECTIVE DATEfFERM. The contract term will be one (1) year, effective from Date of Award. The City and the Contractor shall have the option to renew this contract for an additional 2 (1) one-year periods as outlined in Section 3 of the Order Form. 3. CONTRACTOR TO PACKAGE DELIVERABLES: When applicable, the Contractor will package deliverables in accordance with good commercial practice and shall include a packing list showing the description of each item, the quantity and unit price unless otherwise provided in the Specifications or Supplemental Terms and Conditions, each shipping container shall be clearly and permanently marked as follows: (a) The Contractor's name and address, (b) the City’s name, address and purchase order or purchase release number and the price agreement number if applicable, (c) Container number and total number of containers, e.g. box 1 of 4 boxes, and (d) the number of the container bearing the packing list. The Contractor shall bear cost of packaging. Deliverables shall be suitably packed to secure lowest transportation costs and to conform to all the requirements of common carriers and any applicable specification. The City’s count or weight shall be final and conclusive on shipments not accompanied by packing lists. 4. SHIPMENT UNDER RESERVATION PROHIBITED: When applicable, the Contractor is not authorized to ship the deliverables under reservation and no tender of a bill of lading will operate as a tender of deliverables. 5. TITLE & RISK OF LOSS: When applicable, title to and risk of loss of the deliverables shall pass to the City only when the City actually receives and accepts the deliverables. Contract 8227 DocuSign Envelope ID: E22A41B5-6F6144D5-98D9-52D9A08E6386 6. DELIVERY TERMS AND TRANSPORTATION CHARGES: When applicable) deliverables shall be shipped F.O.B. point of delivery unless otherwise specified in the Supplemental Terms and Conditions. Unless otherwise stated in the Offer, the Contractor’s price shall be deemed to include all delivery and transportation charges. The City shall have the right to designate what method of transportation shall be used to ship the deliverables. The place of delivery shall be that set forth the purchase order. 7. RIGHT OF INSPECTION AND REJECTION: When applicable, the City expressly reserves all rights under law, including, but not limited to the Uniform Commercial Code, to inspect thedeliverables at delivery before accepting them, and to reject defective or non-conforming deliverables. If the City has the right to inspect the Contractor’s, or the Contractor’s Subcontractor’s, facilities, or the deliverables at the Contractor’s, or the Contractor’s Subcontractor’s, premises, the Contractor shall furnish, or cause to be furnished, without additional charge, all reasonable facilities and assistance to the City to facilitate such inspection. 8. NO REPLACEMENT OF DEFECTIVE TENDER: When applicable, every tender or delivery of deliverables must fully comply with all provisions of the Contract as to time of delivery,quality, and quantity. Any non-complying tender shall constitute a breach and the Contractor shall not have the right to substitute a conforming tender; provided, where the time for performance has not yet expired, the Contractor may notify the City of the intention to cure and may then make aconforming tender within the time allotted in the contract. 9. PLACE AND CONDITION OF WORK: The City shall provide the Contractor access to the sites where the Contractor is to perform the services as required in order for the Contractor to perform the services in a timely and efficient manner, in accordance with and subject to the applicable security laws, rules, and regulations. The Contractor acknowledges that it has satisfied itself as to the nature of the City’s service requirements and specifications, the location and essential characteristics of the work sites, the quality and quantity of materials, equipment, labor and facilities necessary to perform the services, and any other condition or state of fact which could in any way affect performance of the Contractor’s obligations under the contract. The Contractor hereby releases and holds the City harmless from and against any liability or claim for damages of any kind or nature if the actual site or service conditions differ from expected conditions. The contractor shall, at all times, exercise reasonable precautions for the safety of their employees,City Staff, participants and others on or near the City’s facilities. 10. WORKFORCE A. The Contractor shall employ only orderly and competent workers, skilled in the performance of the services which they will perform under the Contract. B. The Contractor, its employees, subcontractors, and subcontractor’s employees may not while engaged in participating or responding to a solicitation or while in the course and scope of delivering goods or services under a City of Denton contract or on the City's property . i. use or possess a firearm, including a concealed handgun that is licensed under state law, except as required by the terms of the contract; or ii. use or possess alcoholic or other intoxicating beverages, illegal drugs or controlled substances, nor may such workers be intoxicated, or under the influence of alcohol or drugs, on the job C. If the City or the City's representative notifies the Contractor that any worker is incompetent, Contract 8227 DocuSign Envelope ID: E22A41B5-6F61Jt4D5-98D9-52D9A08E6386 disorderly or disobedient, has knowingly or repeatedly violated safety regulations, has possessed any firearms, or has possessed or was under the influence of alcohol or drugs on the job, the Contractor shall immediately remove such worker from Contract services, and may not employ such worker again on Contract services without the City’s prior written consent. Immigration: The Contractor represents and warrants that it shall comply with the requirements of the Immigration Reform and Control Act of 1986 and 1990 regarding employment verification and retention of verification forms for any individuals hired on or after November 6, 1986, who will perform any labor or services under the Contract and the Illegal Immigration Reform and Immigrant Responsibility Act of 1996 (“IIRIRA) enacted on September 30, 1996. 11. COMPLIANCE WITH HEALTH, SAFETY, AND ENVIRONMENTAL REGULATIONS: The Contractor, it’s Subcontractors, and their respective employees, shall comply hIlly with all applicable federal, state, and local health, safety, and environmental laws, ordinances, rules and regulations in the performance of the services, including but not limited to those promulgated by the City and by the Occupational Safety and Health Administration (OSHA). In case of conflict, the most stringent safety requirement shall govern. The Contractor shallindemnify and hold the City harmless from and against all claims, demands, suits, actions,judgments, fines, penalties and liability of every kind arising from the breach of the Contractor’s obligations under this paragraph. Environmental Protection: The Respondent shall be in compliance with all applicable standards, orders, or regulations issued pursuant to the mandates of the Clean Air Act (42 U.S.C. §7401 er seq ) and the Federal Water Pollution Control Act, as amended, (33 U.S.C. §125 1 er seq .). 12. INVOICES: A. When applicable, the Contractor shall submit separate invoices in duplicate on each purchaseorder or purchase release after each delivery. If partial shipments or deliveries are authorized by the City, a separate invoice must be sent for each shipment or delivery made. B. Proper Invoices must include a unique invoice number, itemized, the purchase order or delivery order number and the master agreement number if applicable, the Department’sName, and the name of the point of contact for the Department. The Contractor’s name, remittance address and, if applicable, the tax identification number on the invoice must exactly match the information in the Vendor’s registration with the City. Unless otherwise instructed inwriting, the City may rely on the remittance address specified on the Contractor’s invoice. C. Invoices for labor shall include a copy of all time-sheets with trade labor rate and deliverables order number clearly identified. Invoices shall also include a tabulation of work-hours at the appropriate rates and grouped by work order number. Time billed for labor shall be limited to hours actually worked at the work site. D. Unless otherwise expressly authorized in the Contract, the Contractor shall pass through all Subcontract and other authorized expenses at actual cost without markup. E. Federal excise taxes, State taxes, or City sales taxes must not be included in the invoiced amount. The City will furnish a tax exemption certificate upon request. 13. PAYMENT: Contract 8227 DocuStgn Envelope ID: E22A41B5-6F61=14D5-98D9-52D9A08E6386 A. All proper invoices need to be sent to Accounts Payable. Approved invoices will be paid within thirty (30) calendar days of the City’s receipt of the deliverables or of the invoice being receivedin Accounts Payable, whichever is later. B. If payment is not timely made, (per paragraph A); interest shall accrue on the unpaid balance at the lesser of the rate specified in Texas Government Code Section 2251.025 or themaximum lawful rate; except, if payment is not timely made for a reason for which the City may withhold payment hereunder, interest shall not accrue until ten (10) calendar days afterthe grounds for withholding payment have been resolved. C. Reserved D. Reserved E. Notice is hereby given that any awarded firm who is in arrears to the City of Denton for delinquent taxes, the City may offset indebtedness owed the City through payment withholding.F. Payment will be made by check unless the parties mutually agree to payment by credit card or electronic transfer of funds. The Contractor agrees that there shall be no additional charges, surcharges, or penalties to the City for payments made by credit card or electronic funds transfer. G. The awarding or continuation of this contract is dependent upon the availability of funding. The City’s payment obligations are payable only and solely from funds Appropriated and available for this contract. The absence of Appropriated or other lawfblly available funds shall render the Contract null and void to the extent funds are not Appropriated or available and any deliverables delivered but unpaid shall be returned to the Contractor. The City shall provide the Contractor written notice of the failure of the City to make an adequate Appropriation for any fiscal year to pay the amounts due under the Contract, or the reduction of any Appropriation to an amount insufficient to permit the City to pay its obligations under the Contract. In the event of none or inadequate appropriation of funds, there will be no penalty nor removal fees charged to the City. 14. TRAVEL EXPENSES: All travel, lodging and per diem expenses in connection with the Contract shall be paid by the Contractor, unless otherwise stated in the contract terms. During the term of this contract, the contractor shall bill and the City shall reimburse contractor for all reasonable and approved out of pocket expenses which are incurred in the connection with the performance of duties hereunder. Notwithstanding the foregoing, expenses for the time spent by the contractor in traveling to and from City facilities shall not be reimbursed, unless otherwise negotiated. 15. Reserved 16. Reserved. 17. RIGHT TO AUDIT: A. The City shall have the right to audit and make copies of the books, records and computations pertaining to the fees of the Contract. The Contractor shall retain such books, records, documents and other evidence pertaining to the Contract period and five years thereafter, except if an audit is in progress or audit findings are yet unresolved, in which case records shall be kept until all audit tasks are completed and resolved. These books, records, documents and other evidence shall be available, within ten (10) business days of written request. Further, the Contractor shall also require all Subcontractors, material suppliers, and other payees to retain all books, records, documents and other evidence pertaining to the Contract, and to allow the City similar access to those documents. All books and records will be made available within a 50 mile radius of the City Contract 8227 DocuSign Envelope ID: E22A41B5-6F6144D5-98D9-52D9A08E6386 of Denton. The cost of the audit will be borne by the City unless the audit reveals an overpayment of 1% or greater. If an overpayment of 1% or greater occurs, the reasonable cost of the audit, including any travel costs, must be borne by the Contractor which must be payable within five (5) business days of receipt of an invoice. B. Failure to comply with the provisions of this section shall be a material breach of the Contract and shall constitute, in the City’s sole discretion, grounds for termination thereof. Each of the terms “books”, “records”, “documents” and “other evidence”, as used above, shall be construed to include drafts and electronic files, even if such drafts or electronic files are subsequently used to generate or prepare a final printed document. 18. Reserved 19. Reserved 20. Reserved 21. Reserved. 22. WARRANTY – SERVICES: The Contractor warrants and represents that all services to be provided the City under the Contract will be fully and timely performed in a good and workmanlike manner in accordance with generally accepted industry standards and practices, the terms, conditions, and covenants of the Contract, and all applicable Federal, State and local laws, rules or regulations, and as outlined in the Service Level Agreement attached in Exhibit E . 23. Reserved 24. Reserved 25. Reserved. 26. DEFAULT: The Contractor shall be in default under the Contract if the Contractor (a) fails to fully, timely and faithfully perform any of its material obligations under the Contract, (b) becomes insolvent or seeks relief under the bankruptcy laws of the United States or (c) makes a material misrepresentation in Contractor’s Offer, or in any report or deliverable required to be submitted by the Contractor to the City. 27. TERMINATION FOR CAUSE: in the event of a default by the Contractor, the City shall have the right to terminate the Contract for cause, by written notice effective thirty (30) calendar days, unless otherwise specified, after the date of such notice, unless the Contractor, within such thirty (30) day period, cures such default, or provides evidence sufficient to prove to the City’s reasonable satisfaction that such default does not, in fact, exist. In addition to any other remedy available under law or in equity, the City shall be entitled to recover all actual damages, costs, losses and expenses, incurred by the City as a result of the Contractor’s default, including, without limitation, cost of cover, reasonable attorneys’ fees, court costs, and prejudgment and post- judgment interest at the maximum lawful rate subject to the Limitation of Liability in the License Agreement. Additionally, in the event of a default by the Contractor, the City may remove the Contractor from the City’s vendor list for three (3) years and any Offer submitted by the Contractor may be disqualified for up to three (3) years. All rights and remedies under the Contract are cumulative and are not exclusive of any other right or remedy provided by law. 28. TERMINATION UPON NON-APPROPRIATION.: in the event no funds are appropriated Contract 8227 DocuSign Envelope ID: E22A41B5-6F6144D5-98D9-52D9A08E6386 for this Contract, the City has the right in future fiscal years to terminate this Contract without penalties of any sort upon thirty (30) calendar days’ prior written notice. Upon receipt of a notice of termination, the Contractor shall promptly cease all further work pursuant to the Contract, with such exceptions, if any, specified in the notice of termination. The City shall pay the Contractor, to the extent of funds Appropriated or otherwise legally available for such purposes, for all goods delivered and services performed and obligations incurred prior to the date of termination in accordance with the terms hereof. 29. FRAUD: Fraudulent statements by the Contractor on any Offer or in any report or deliverable required to be submitted by the Contractor to the City shall be grounds for the termination of the Contract for cause by the City and may result in legal action. 30. Reserved 31. Reserved. 32. INSURANCE: The following insurance requirements are applicable,. The successful firm shall procure and maintain insurance of the types and in the minimum amounts acceptable to the City ofDenton. The insurance shall be written by a company licensed to do business in the State of Texas and satisfactory to the City of Denton. A. General Requirements: i. The Contractor shall at a minimum carry insurance in the types and amounts indicated and agreed to, as submitted to the City and approved by the City within the procurement process, for the duration of the Contract, including extension options and hold over periods, and during any warranty period.ii. The Contractor shall provide Certificates of Insurance with the coverage’s and endorsements required to the City as verification of coverage prior to contract execution and within fourteen (14) calendar days after written request from the City. Failure to provide the required Certificate of Insurance may subject the Offer to disqualification fromconsideration for award. The Contractor must also forward a Certificate of Insurance to the City whenever a previously identified policy period has expired, or an extension option or hold over period is exercised, as verification of continuing coverage. iii. The Contractor shall not commence work until the required insurance is obtained and until such insurance has been reviewed by the City. Approval of insurance by the City shall not relieve or decrease the liability of the Contractor hereunder and shall not be construed to be a limitation of liability on the part of the Contractor, iv. The Contractor must submit certificates of insurance to the City for all subcontractors prior to the subcontractors commencing work on the project. v. The Contractor’s and all subcontractors’ insurance coverage shall be written by companies licensed to do business in the State of Texas at the time the policies are issued and shall be written by companies with A.M. Best ratings of A- VII or better. The Citywill accept workers’ compensation coverage written by the Texas Workers’ CompensationInsurance Fund vi. All endorsements naming the City as additional insured, waivers, and notices ofcancellation endorsements as well as the Certificate of Insurance shall contain the solicitation number and the following information: City of Denton Contract 8227 DocuSign Envelope ID: E22A41B5-6F6144D5-98D9-52D9A08E6386 Materials Management Department901B Texas Street Denton, Texas 76209 vii. The “other” insurance clause shall not apply to the City where the City is an additional insured shown on any policy. It is intended that policies required in the Contract, covering both the City and the Contractor, shall be considered primary coverage as applicable. viii. If insurance policies are not written for amounts agreed to with the City, the Contractor shall carry Umbrella or Excess Liability Insurance for any differences in amounts specified.If Excess Liability Insurance is provided, it shall follow the form of the primary coverage.ix. The City shall be entitled, upon request, at an agreed upon location, and without expense, to review certified copies of policies and endorsements thereto and may make any reasonable requests for deletion or revision or modification of particular policy terms, conditions, limitations, or exclusions except where policy provisions are established by law or regulations binding upon either of the parties hereto or the underwriter on any such policies. x. The City reserves the right to review the insurance requirements set forth during the effective period of the Contract and to make reasonable adjustments to insurance coverage, limits, and exclusions when deemed necessary and prudent by the City based upon changes in statutory law, court decisions, the claims history of the industry or financial condition of the insurance company as well as the Contractor. xi. The Contractor shall not cause any insurance to be canceled nor permit any insurance to lapse during the term of the Contract or as required in the Contract. xii. The Contractor shall be responsible for premiums, deductibles and self-insured retentions, if any, stated in policies. All deductibles or self-insured retentions shall bedisclosed on the Certificate of Insurance. xiii. The Contractor shall endeavor to provide the City thirty (30) calendar days’ written notice of erosion of the aggregate limits below occurrence limits for all applicable coverage’s indicated within the Contract. xiv. The insurance coverage’s specified in within the solicitation and requirements are required minimums and are not intended to limit the responsibility or liability of theContractor. B. Specific Coverage Requirements: Specific insurance requirements are contained in thesolicitation instrument. 33. CLAIMS: if any claim, demand, suit, or other action is asserted against the Contractor whicharises under or concerns the Contract, or which could have a material adverse effect on the Contractor’s ability to perform thereunder, the Contractor shall give written notice thereof to the City within ten (10) calendar days after receipt of notice by the Contractor. Such notice to the City shall state the date of notification of any such claim, demand, suit, or other action; the names and addresses of the claimant(s); the basis thereof; and the name of each person against whom such claim is being asserted. Such notice shall be delivered personally or by mail and shall be sent to the City and to the Denton City Attorney. Personal delivery to the City Attorney shall be to City Hall, 215 East McKinney Street, Denton, Texas 76201. 34, NOTICES: Unless otherwise specified, all notices, requests, or other communications required or appropriate to be given under the Contract shall be in writing and shall be deemed deliveredthree (3) business days after postmarked if sent by U.S. Postal Service Certified or Registered Mail, Return Receipt Requested. Notices delivered by other means shall be deemed delivered upon Contract 8227 DocuSign Envelope ID: E22A41B5-6F6144D5-98D9-52D9A08E6386 receipt by the addressee. Routine communications may be made by first class mail, telefax, or other commercially accepted means. Notices to the Contractor shall be sent to the address specified in the Contractor’s Offer, or at such other address as a party may notify the other in writing. Notices to the City shall be addressed to the City at 901B Texas Street, Denton, Texas 76209 and marked to the attention of the Purchasing Manager. 35. RIGHTS TO BID, PROPOSAL AND CONTRACTUAL MATERIAL: All material submitted by the Contractor to the City shall become property of the City upon receipt. Any portions of such material claimed by the Contractor 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. 36. Reserved. 37. CONFIDENTIALITY: in order to provide the deliverables to the City, Contractor may require access to certain of the City’s and/or its licensors’ confidential information (including inventions, employee information, trade secrets, confidential know-how, confidential business information, and other information which the City or its licensors consider confidential)(collectively, “Confidential Information”). Contractor acknowledges and agrees that the Confidential Information is the valuable property of the City and/or its licensors and any unauthorized use, disclosure, dissemination, or other release of the Confidential Information will substantially injure the City and/or its licensors. The Contractor (including its employees, subcontractors, agents, or representatives) agrees that it will maintain the Confidential Information in strict confidence and shall not disclose, disseminate, copy, divulge, recreate, or otherwise use the Confidential Information without the prior written consent of the City or in a manner not expressly permitted under this Agreement, unless the Confidential Information is required to be disclosed by law or an order of any court or other governmental authority with proper jurisdiction, provided the Contractor promptly notifies the City before disclosing such information so as to permit the City reasonable time to seek an appropriate protective order. The Contractor agrees to use protective measures no less stringent than the Contractor uses within its own business to protect its own most valuable information, which protective measures shall under all circumstances be at least reasonable measures to ensure the continued confidentiality of the Confidential Information. 38. OWNERSHIP AND USE OF DELIVERABLES: City shall own all rights, title, and interests in and to the any Research Data prepared specifically for City, except for software and data sets (including firmware) which are licensed to the City. The City shall not challenge the validity of any of the Contractor’s intellectual property, including without limitation any trademarks, service marks, trade dress, patents, copyrights, trade secrets or licenses. The City acknowledges that the Contractor’s intellectual property is the sole property of the Contractor. By sale of products or services to City, the Contractor does not transfer any of the Contractor’s intellectual property rights (including without limitation rights to designs or other work product). The City shall not remove or alter any trademarks, service marks or trade dress that identify the Contractor, nor use any trademarks, service marks, trade dress or any other intellectual property that, in the sole discretion of the Contractor, is confusingly similar to those of the Contractor. Any software (including firmware) included with the services and Research Data is owned by the Contractor (or its licensors) and is licensed, not sold, to the City. The City may use such software only as intended by the Contractor. Contract 8227 DocuSign Envelope ID: E22A41B5-6F6144D5-98D9-52D9A08E6386 39. PUBLICATIONS: All published material and written reports submitted under the Contract must be originally developed material unless otherwise specifically provided in the Contract. When material not originally developed is included in a report in any form, the source shall beidentified 40. ADVERTISING: The Contractor shall not advertise or publish, without the City’s prior consent, the fact that the City has entered into the Contract, except to the extent required by law. 41. NO CONTINGENT FEES: The Contractor warrants that no person or selling agency has been employed or retained to solicit or secure the Contract upon any agreement or understanding for commission, percentage, brokerage, or contingent fee, excepting bona fide employees of bona fide established commercial or selling agencies maintained by the Contractor for the purpose of securing business. For breach or violation of this warranty, the City shall have the right, in addition to any other remedy available, to cancel the Contract without liability and to deduct from anyamounts owed to the Contractor, or otherwise recover, the full amount of such commission, percentage, brokerage or contingent fee. 42. 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. 43. 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 as defined in the City’s Ethic Ordinance 18-757 and in the City Charter chapter 2 article XI(Ethics). Any willful violation of this section shall constitute impropriety in office, and any officer or employee guilty thereof shall be subject to disciplinary action up to and including dismissal. Any violation of this provision, with the knowledge, expressed or implied, of the Contractor shall render the Contract voidable by the City. The Contractor shall complete and submit the City’s Conflict ofInterest Questionnaire. 44. INDEPENDENT CONTRACTOR: The Contract shall not be construed as creating an employer/employee relationship, a partnership, or a joint venture. The Contractor’s services shall be those of an independent contractor. The Contractor agrees and understands that the Contract does not grant any rights or privileges established for employees of the City of Denton, Texas for the purposes of income tax, withholding, social security taxes, vacation or sick leave benefits, worker’s compensation, or any other City employee benefit. The City shall not have supervision and control of the Contractor or any employee of the Contractor, and it is expressly understood that Contractor shall perform the services hereunder according to the attached specifications at the general direction of the City Manager of the City of Denton, Texas, or his designee under this agreement. The contractor is expressly hee to advertise and perform services for other parties while performing services for the City. Contract 8227 DocuSign Envelope ID: E22A41B5-6F6144D5-98D9-52D9A08E6386 45. ASSIGNMENT-DELEGATION: The Contract shall be binding upon and ensure to the benefit of the City and the Contractor and their respective successors and assigns, provided however, providing written notice to the City; provided, however, written consent shall not be required for an assignment required for a merger, reorganization, or a sale of substantially all of the assets of a party. . Any attempted assignment or delegation by the Contractor shall be void unless made in conformity with this paragraph. The Contract is not intended to confer rights or benefits on any person, firm or entity not a party hereto; it being the intention of the parties that there are no third party beneficiaries to the Contract.The Vendor shall notify the City’s Purchasing Manager, in writing, of a company name, ownership, or address change for the purpose of maintaining updated City records. The president of the company or authorized official must sign the letter. A letter indicatingchanges in a company name or ownership must be accompanied with supporting legaldocumentation such as an updated W-9, documents filed with the state indicating such change, copy of the board of director’s resolution approving the action, or an executedmerger or acquisition agreement. Failure to do so may adversely impact future invoice payments. 46. WAIVER: No claim or right arising out of a breach of the Contract can be discharged in whole or in part by a waiver or renunciation of the claim or right unless the waiver or renunciation is supported by consideration and is in writing signed by the aggrieved party. No waiver by either the Contractor or the City of any one or more events of default by the other party shall operate as, or be construed to be, a permanent waiver of any rights or obligations under the Contract, or an express or implied acceptance of any other existing or future default or defaults, whether of asimilar or different character. 47. MODIFICATIONS: The Contract can be modified or amended only by a writing signed by both parties. No pre-printed or similar terms on any the Contractor invoice, order or other document shall have any force or effect to change the terms, covenants, and conditions of theContract. 48. INTERPRETATION: The Contract is intended by the parties as a final, complete and exclusive statement of the terms of their agreement. No course of prior dealing between the parties or course of performance or usage of the trade shall be relevant to supplement or explain any term used in the Contract. Although the Contract may have been substantially drafted by one party, it is the intent of the parties that all provisions be construed in a manner to be fair to both parties, reading no provisions more strictly against one party or the other. Whenever a term defined by the Uniform Commercial Code, as enacted by the State of Texas, is used in the Contract, the UCC definition shall control, unless otherwise defined in the Contract. 49. DISPUTE RESOLUTION: A. If a dispute arises out of or relates to the Contract, or the breach thereof, the parties agree to negotiate prior to prosecuting a suit for damages. However, this section does not prohibit the filing of a lawsuit to toll the running of a statute of limitations or to seek injunctive relief Either party may make a written request for a meeting between representatives of each party within fourteen ( 14) calendar days after receipt of the request or such later period as agreed by the parties. Each party shall include, at a minimum, one (1) senior level individual with decision-making authority regarding the dispute. The purpose of this and any subsequent meeting is to attempt in good faith Contract 8227 DocuSign Envelope ID: E22A41B5-6F6144D5-98D9-52D9A08E6386 to negotiate a resolution of the dispute. If, within thirty (30) calendar days after such meeting, the parties have not succeeded in negotiating a resolution of the dispute, they will proceed directly to mediation as described below. Negotiation may be waived by a written agreement signed by both parties, in which event the parties may proceed directly to mediation as described below. B. If the efforts to resolve the dispute through negotiation fail, or the parties waive the negotiation process, the parties may select, within thirty (30) calendar days, a mediator trained in mediation skills to assist with resolution of the dispute. Should they choose this option; the City and the Contractor agree to act in good faith in the selection of the mediator and to give consideration to qualified individuals nominated to act as mediator. Nothing in the Contract prevents the parties from relying on the skills of a person who is trained in the subject matter of the dispute or a contract interpretation expert. If the parties fail to agree on a mediator within thirty (30) calendar days ofinitiation of the mediation process, the mediator shall be selected by the Denton County Alternative Dispute Resolution Program (DCAP). The parties agree to participate in mediation in good faith for up to thirty (30) calendar days from the date of the first mediation session. The City and the Contractor will share the mediator’s fees equally and the parties will bear their own costs of participation such as fees for any consultants or attorneys they may utilize to represent them orotherwise assist them in the mediation. 50. JURISDICTION AND VENUE: The Contract is made under and shall be governed by the laws of the State of Texas, including, when applicable, the Uniform Commercial Code as adopted in Texas, V. T.C.A., Bus. & Comm. Code, Chapter 1, excluding any rule or principle that would refer to and apply the substantive law of another state or jurisdiction. All issues arising from this Contract shall be resolved in the courts of Denton County, Texas and the parties agree to submit to the exclusive personal jurisdiction of such courts. The foregoing, however, shall not beconstrued or interpreted to limit or restrict the right or ability of the City to seek and secure injunctive relief from any competent authority as contemplated herein. 51. INVALIDITY: The invalidity, illegality, or unenforceability of any provision of the Contract shall in no way affect the validity or enforceability of any other portion or provision of the Contract. Any void provision shall be deemed severed from the Contract and the balance of theContract shall be construed and enforced as if the Contract did not contain the particular portion or provision held to be void. The parties farther agree to reform the Contract to replace any strickenprovision with a valid provision that comes as close as possible to the intent of the stricken provision. The provisions of this section shall not prevent this entire Contract from being void should a provision which is the essence of the Contract be determined to be void. 52. HOLIDAYS: The following holidays are observed by the City: New Year’s Day (observed) Martin Luther King, Jr. Day Memorial DayJuneteenth Independence Day Labor Day Veterans Day Thanksgiving Friday After ThanksgivingChristmas Eve (observ Contract 8227 DocuSign Envelope ID: E22A41B5-6F6144D5-98D9-52D9A08E6386 If a Legal Holiday falls on Saturday, it will be observed on the preceding Friday. If a Legal Holidayfalls on Sunday, it will be observed on the following Monday. Normal hours of operation shall be between 8:00 am and 4:00 pm, Monday through Friday, excluding City of Denton Holidays. Any scheduled deliveries or work performance not within the normal hours of operation must be approved by the City Manager of Denton, Texas or his authorized designee. 53. SURVIVABILITY OF OBLIGATIONS: All provisions of the Contract that impose continuing obligations on the parties, including but not limited to the warranty, indemnity, andconfidentiality obligations of the parties, shall survive the expiration or termination of theContract. 54. NON-SUSPENSION OR DEBARMENT CERTIFICATION: The City of Denton is prohibited from contracting with or making prime or sub-awards to parties that are suspended or debarred or whose principals are suspended or debarred from Federal, State, or City of Denton Contracts. By accepting a Contract with the City, the Vendor certifies that its firm and its principals are not currently suspended or debarred from doing business with the Federal Government, as indicated by the General Services Administration List of Parties Excluded from Federal Procurement and Non-Procurement Programs, the State of Texas, or the City ofDenton 55. EQUAL OPPORTUNITY A. Equal Employment Opportunity: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice. No person shall, on the grounds of race, sex, sexual orientation, age, disability, creed, color, genetic testing, or national origin, be refused the benefits of, or be otherwise subjected to discrimination under any activities resulting from this RFQ. B. Americans with Disabilities Act (ADA) Compliance: No Offeror, or Offeror’s agent, shall engage in any discriminatory employment practice against individuals with disabilities as definedin the ADA. 56. BUY AMERICAN ACT-SUPPLIES (Applicable to certain federally funded requirements) The following federally fbnded requirements are applicable. A. Definitions. As used in this paragraph – i. "Component" means an article, material, or supply incorporated directly into an end product. ii. "Cost of components" means - (1) For components purchased by the Contractor, the acquisition cost, including transportation costs to the place of incorporation into the end product (whether or not such costs are paid to a domestic firm), and any applicable duty (whether or not a duty-free entry certificate is issued); or (2) For components manufactured by the Contractor, all costs associated with the manufacture of the component, including transportation costs as described in paragraph (1) of this definition, plus allocable overhead costs, but excluding profit. Cost of components does not include any costs associated with the manufacture of the end product. iii. "Domestic end product" means- ( 1) An unmanufactured end product mined or produced in the United States; or (2) An end product manufactured in the United States, if the cost of its components mined, Contract 8227 DocuSign Envelope ID: E22A41B5-6F6144D5-98D9-52D9A08E6386 produced, or manufactured in the United States exceeds 50 percent of the cost of all its components. Components of foreign origin of the same class or kind as those that the agency determines are not mined, produced, or manufactured in sufficient and reasonably availablecommercial quantities of a satisfactory quality are treated as domestic. Scrap generated, collected, and prepared for processing in the United States is considered domestic. iv. "End product" means those articles, materials, and supplies to be acquired under the contract for public use. v. "Foreign end product" means an end product other than a domestic end product.vi. "United States" means the 50 States, the District of Columbia, and outlying areas. B. The Buy American Act (41 U.S.C. 10a - 10d) provides a preference for domestic end products for supplies acquired for use in the United States. C. The City does not maintain a list of foreign articles that will be treated as domestic for this Contract; but will consider for approval foreign articles as domestic for this product if the articles are on a list approved by another Governmental Agency. The Offeror shall submit documentation with their Offer demonstrating that the article is on an approved Governmental list. D. The Contractor shall deliver only domestic end products except to the extent that it specified delivery of foreign end products in the provision of the Solicitation entitled "Buy American ActCertificate" . 57. RIGHT TO INFORMATION: The City of Denton reserves the right to use any and all information presented in any response to this contract, whether amended or not, except as prohibited by law. Selection of rejection of the submittal does not affect this right. 58. LICENSE FEES OR TAXES: Provided the solicitation requires an awarded contractor or supplier to be licensed by the State of Texas, any and all fees and taxes are the responsibility of the respondent. 59. PREVAILING WAGE RATES: The contractor shall comply with prevailing wage rates as defined by the United States Department of Labor Davis-Bacon Wage Determination at http://www.dol.gov/whd/contracts/dbra.htm and at the Wage Determinations website www.wdol.gov for Denton County, Texas (WD-2509). 60. COMPLIANCE WITH ALL STATE, FEDERAL, AND LOCAL LAWS: The contractor or supplier shall comply with all State, Federal, and Local laws and requirements. The Respondent must comply with all applicable laws at all times, including, without limitation, the following: (i) §36.02 of the Texas Penal Code, which prohibits bribery; (ii) §36.09 of the Texas Penal Code, which prohibits the offering or conferring of benefits to public servants. The Respondent shall give all notices and comply with all laws and regulations applicable to furnishing and performance ofthe Contract. 61. FEDERAL, STATE, AND LOCAL REQUIREMENTS: Respondent shall demonstrate on- site compliance with the Federal Tax Reform Act of 1986, Section 1706, amending Section 530of the Revenue Act of 1978, dealing with issuance of Form W-2's to common law employees. Respondent is responsible for both federal and State unemployment insurance coverage and standard Workers’ Compensation insurance coverage. Respondent shall ensure compliance with all federal and State tax laws and withholding requirements. The City of Denton shall not be liable to Respondent or its employees for any Unemployment or Workers' Compensation coverage, or Contract 8227 DocuSign Envelope ID: E22A41B5-6F6144D5-98D9-52D9A08E6386 federal or State withholding requirements. Contractor shall indemnify the City of Denton and shall pay all costs, penalties, or losses resulting from Respondent's omission or breach of this Section. 62. DRUG FREE WORKPLACE: The contractor shall comply with the applicable provisions of the Drug-Free Work Place Act of 1988 (Public Law 100-690, Title V, Subtitle D; 41 U.S.C. 701 ET SEQ.) and maintain a drug-free work environment; and the final rule, government-wide requirements for drug-free work place (grants), issued by the Office of Management and Budget and the Department of Defense (32 CFR Part 280, Subpart F) to implement the provisions of the Drug-Free Work Place Act of 1988 is incorporated by reference and the contractor shall complywith the relevant provisions thereof, including any amendments to the final rule that may hereafterbe issued 63. RESPONDENT LIABILITY FOR DAMAGE TO GOVERNMENT PROPERTY: The Respondent shall be liable for all damages to government-owned, leased, or occupied property and equipment caused by the Respondent and its employees, agents, subcontractors, and suppliers, including any delivery or cartage company, in connection with any performance pursuant to the Contract. The Respondent shall notify the City of Denton Procurement Manager in writing of anysuch damage within one (1) calendar day. 64. FORCE MAJEURE: The City of Denton, any Customer, and the Respondent shall not be responsible for performance under the Contract should it be prevented from performance by an act of war, order of legal authority, act of God, or other unavoidable cause not attributable to the fault or negligence of the City of Denton. In the event of an occurrence under this Section, the Respondent will be excused from any further performance or observance of the requirements soaffected for as long as such circumstances prevail and the Respondent continues to use commercially reasonable efforts to recommence performance or observance whenever and to whatever extent possible without delay. The Respondent shall immediately notify the City of Denton Procurement Manager by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a reasonable level of detail the circumstances causing the non-performance or delay in performance. 65. NON-WAIVER OF RIGHTS: Failure of a Party to require performance by another Party under the Contract will not affect the right of such Party to require performance in the future. No delay, failure, or waiver of either Party’s exercise or partial exercise of any right or remedy under the Contract shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy. A waiver by a Party of any breach of any term of the Contract will not be construed asa waiver of any continuing or succeeding breach. 66. NO WAIVER OF SOVEREIGN IMMUNITY: The Parties expressly agree that no provisionof 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. 67. RECORDS RETENTION: The Respondent 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 Respondent 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 Respondent shall grant access to all books, records and documents pertinent to the Contract to the CPA, the State Auditor of Contract 8227 DocuSign Envelope ID: E22A41B5-6F6144D5-98D9-52D9A08E6386 Texas, and any federal governmental entity that has authority to review records due to federal funds being spent under the Contract. Should a conflict arise between any of the contract documents, it shall be resolved with the following order of precedence (if applicable). In any event, the final negotiated contract shall take precedence over any and all contract documents to the extent of such conflict. 1. 2. 3. 4. 5. Final negotiated contractRFP/Bid documents City’s standard terms and conditionsPurchase order Supplier terms and conditions Contract 8227 DocuSign Envelope ID: E22A41B5-6F6144D5-98D9-52D9A08E6386 Exhibit D Certificate of Interested Parties Electronic Filing In 2015, the Texas Legislature adopted House Bill 1295, which added section 2252.908 of the Government Code. The law states that the City may not enter into this contract unless the Contractor submits a disclosure of interested parties (Form 1295) to the City at the time the Contractor submits the signed contract. The Texas Ethics Commission has adopted rules requiringthe business entity to file Form 1295 electronically with the Commission. Contractor will be required to furnish a Certificate of Interest Parties before the contract isawarded, in accordance with Government Code 2252.908. The contractor shall: 1. 2 3 4 5 6. Log onto the State Ethics Commission Website at : https://www.ethics.state.tx.us/whatsnew/elf info form 1295.htm Register utilizing the tutorial provided by the State Print a copy of the completed Form 1295 Enter the Certificate Number on page 2 of this contract. Complete and sign the Form 1295 Email the form to purchasing@cityofdenton.com with the contract number in the subject line. (EX: Contract 1234 – Form 1295) The City must acknowledge the receipt of the filed Form 1295 not later than the 30th day afterCouncil award. Once a Form 1295 is acknowledged, it will be posted to the Texas Ethics Commission’s website within seven business days. Contract 8227 DocuSign Envelope ID: E22A41B$6F6144D5-98D9-52D9A08E6386 Exhibit E Contractor’s Proposal, Order Form & Service Level Agreement Placer.ai PLACER LABS, INC. ORDER FORM City of DentonAddress:(“Customer”) 215 E McKinney St.Denton, Texas 76201 Placer Labs. IncAddress:(“Placer”)440 N Barranca Ave., #1277 Covina, California 91723 Contact Person: Email: Phone: Billing Contact Email: Wayne Emerson wayne.emerson@cityofdenton.com940-349-8200 Contact Person Shelley Price Billing Contact Person: Melissa Anderson Billing Email&: billing@placer.ai Billing Phone+ : 415-228-2444+Not for use for official notices. THIS SECTION 1 IS STRICTLY CONFIDENTIAL AND PROPRIETARY INFORMATIONAND CANNOT BE SHARED EXTERNALLY OUTSIDE OF THE CITY OF DENTON 1. Services. The services provided under this Order Form (the “Services”) include: 1.Migration Trends Data Report showing population migration over time within the U.S. o Migration Trends Report UI componentSLA0 • Delivery frequency – Monthly, by the 15"' day of each month • Data starting January 1, 2018 and updated until the end of the last full calendar month o Content includes CBSA, county, state, and zip-codeo Documentation: Link Access, via Placer Venue Analytics Platform (“Placer’s Platform”), to all major venues within the UnitedStates Access, via Placer’s Platform, to reports, including Visits, Trade Areas, Customer Journey, Customer Insights, Dwell Times, and Visitation by Hour/Day Actionable insights include:o Accurate foot traffic counts and dwell time o True Trade Areas displaying frequent-visitors-density by home and work locations o Customers’ demographics, interests, and time spent at relevant locations o Where customers are coming from and going to, and the routes they take o Benchmarking of Foot Traffic, Market Share, Audiences, and other key metrics o Competitive insights o Void Analysis Reports Access to Xtra reports per ad hoc needs; in Excel, KML, Tableau, and other formats: Quarterly Maximum of 65 credits; Annual Maximum of 260 credits 2. 3. 4. 5 Contract 8227 DocuSign Envelope ID: E22A41B5-6F6144D5-98D9-52D9A08E6386 6. 7. Premier Customer Support o Regular meetings with Placer’s Customer Success Team o Live, Virtual Training support as reasonably needed Access to STI Demographics Bundle + Mosaic Data Set. The applicable Advanced Demographics and Psychographics are generated using the Input Datasets from the data vendors as set forth below: Description Vendors S-ps Technologies (STI) gos Technojogjes (S'ergmchnojogjes (a S'los TechnologGs (S'Ex an Input Datasets Usedm) J WorkDlac;Market Outlook Mosaic Segmentation STI Demographics Bundle Experian Mosaic 8. 9. Customer’s intended use of Placer Data is to provide prospective employers with information on local migration trends, which is subject to the Permitted Use outlined in Section 2. Access to additional data sets mentioned hereunder, via Placer’s Marketplace initiative. The applicable data sets are generated using the Input Datasets from the data vendors as set forth below (such data vendors, the “Marketplace Vendors”): Description t Marketplace VendorsAGS Input Datasets Used I Demographics) The foregoing are referred to as “Marketplace Services.” Marketplace Services and Marketplace Data aregoverned by, and Customer and Placer agree to, the Marketplace License Agreement located at https://www.placer.ai/placer-marketplace-license-agreement/ (the “Marketplace Agreement”). Capitalized terms in this section have the meaning set forth in the Marketplace Agreement. THIS SECTION 2 IS STRICTLY CONFIDENTIAL AND PROPRIETARY INFORMATIONAND CANNOT BE SHARED EXTERNALLY OUTSIDE OF THE CITY OF DENTON 2. Permitted Uses The data, information and materials accessible via the Services are referred to as “Placer Data”. Customer may use Placer Data solely for the following purposes (“Permitted Uses“): (a) Customer may use Placer Data for Customer’s internal business purposes; and (b) Customer may incorporate Placer Data into Research Data, as described and subject to the restrictions below. “Research Data” means datasets and other materials created by Customer that result in any part from Customer’s use of Placer Data. The Customer may share Research Data with current and potential customers, and in marketing materials; provided that the Customer shall cite Placer as a provider of such information. Customer shall not, directly or indirectly, resell, distribute, sublicense, display or otherwise provide Placer Data to any third parties, except that Customer may display Placer Data as part of Research Data. Contract 8227 DocuSign Envelope ID: E22A41B5-6F61=14D5-98D9-52D9A08E6386 THIS SECTION 3 IS STRICTLY CONFIDENTIAL AND PROPRIETARY INFORMATIONAND CANNOT BE SHARED EXTERNALLY OUTSIDE OF THE CITY OF DENTON 3. Term and Termination. Initial Term: The contract term will be one (1) year, effective from date of award thereafter (the “Initial Term”). Each renewal or additional term, if any, is referred to as “Additional Term,” and the Initial Term and any Additional Terms are referred to collectively as the “Term”. The City and the Contractor shall have the option to renew this contract for an additional 2 (1) one-year periods. Additional Term: This Order Form shall continue on the same terms and conditions set forth herein for additional periods of the same duration as the Initial Term, if mutually agreed in writing by both parties (email would be sufficient). Termination: Either party may terminate this Order Form upon thirty (30) days’ notice if the other party materially breaches any of the terms or conditions of this Order Form or the Agreement (as defined below), and the breach remains uncured during such thirty (30) days. In addition, Placer may immediately suspend Customer’s access to the Services, or terminate the Order Form, in the event of non-payment by the Customer or breach by Customer of any restrictions regarding usage of the Services. 4. Fees. $43,250/year invoiced: in full upon signing this Order Form. Customer has the option prior to signature to exclude the Migration Trends Data Report and AGS Business Counts data sets from this Order Form, in the event this option is selected prior to signature the Fee would be $34,100/year for Placer’s Platform and Paragraph 1 and Paragraph 9 in Section 1 would be removed from this Order Form Invoice sent electronically to Customer’s billing contact email via NetSuite. Customer shall pay the fees set forth above in this Order Form. Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower, plus all expenses of collection, subject to Texas Prompt Payment Act, Chapter 2251 . If Customer believes that Placer has billed Customer incorrectly, Customer must contact Placer no later than sixty (60) days after the closing date on the first billing statement in which the error or problem appeared in order to receive an adjustment or credit. Inquiries should be directed to Placer’s customer support department at support@placer.ai. Should either Placer or Customer terminate this Order Form for any reason except for an event of non-payment or breach by Customer, Placer will remit to Customer the prorated Fee attributable to the balance of the Term. Placer may increase the Fees any time following the Initial Term, with at least 60 days written notice to City, (but not more frequently than once in any twelve (12) month period). The amount of such annual increase will equal thegreater of CPI or five percent (5%) per annum. All billing will be sent via electronic invoice to the Customer contact indicated above. Customer shall pay all fees within forty-five (45) days of receipt of the invoice. Contract 8227 DocuSign Envelope ID: E22A41B5-6F6144D5-98D9-52D9A08E6386 THIS SECTION 5 IS STRICTLY CONFIDENTIAL AND PROPRIETARY INFORMATIONAND CANNOT BE SHARED EXTERNALLY OUTSIDE OF THE CITY OF DENTON 5. Support. Placer will use commercially reasonable efforts to provide customer service and technical support in connection with the Services on weekdays during the hours of 9:00 A.M. through 5:00 P.M. Pacific Time, with the exclusionof federal holidays. For any such support, please contact us at support@placer.ai. 7 Mutual NDA. Each party (the “Receiving Party”) understands that the other party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Placer includes, without limitation, non-public information regarding features, functionalities and performance of, and pricing for, the Services. The Receiving Party agrees: (i) to take reasonable precautions to protect such Proprietary Information, and (ii) not to use (except in performance of the Services or as otherwise permitted by the Agreement) or disclose to any third party any Proprietary Information. The foregoing shall not apply withrespect to any information that the Receiving Party can document (a) is or becomes generally available to the public, (b) was in the possession of or known to the Receiving Party, prior to disclosure thereof by the Disclosing Party, without any restrictions or confidentiality obligations, (c) was rightfully disclosed to it, without any restrictions or confidentiality obligations, by a third party, (d) was independently developed without use of any Proprietary Information of the Disclosing Party, or (e) is required to be disclosed by law, provided that the Receiving Party provides the Disclosing Party with prompt written notice of such requirement and reasonably cooperates with the Disclosing Party to limit or challenge such requirement. These provisions regarding Proprietary Information shall apply in perpetuity and shall survive any termination of the Order Form or the Agreement. Placer acknowledges that the City of Denton must strictly comply with the Public Information Act, Chapter 552, Texas Government Code in responding to any request for public information related to this Agreement. This obligation supersedes any conflicting provisions of this Agreement. All material submitted by Placer to the City of Denton shall become property of the City upon receipt. Any portions of such material claimed by Placer 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 . 7. Miscellaneous. All notices under the Order Form and the Agreement will be in writing and will be deemed to have been duly given (a) upon delivery by a recognized delivery service (e.g., FedEx) with delivery confirmation, (b) upon receipt, if sent by U.S. certified or registered mail, return receipt requested, or (c) when sent via email, if sent during normalbusiness hours of the recipient, and on the next business day if sent after normal business hours of the recipient. Notices shall be sent to the addresses set forth in the Order Form, which addresses may be subsequently modified by written notice given in accordance with these provisions. Customer grants Placer the right to use Customer’s company name and company logo, for Placer’s promotional purposes with Customer prior written approval. Contract 8227 DocuSign Envelope ID: E22A41B5-6F6144D5-98D9-52D9A08E6386 This Order Form is entered into by and between Customer and Placer effective as of the date of the last signature below. This Order Form and use of the Services are governed by, and Customer and Placer agree to, the License Agreement located at https://www.placer.ai/placer-license-agreement/ (the “Agreement”); provided, however, that in the event of any conflict between this Order Form and the Agreement, this Order Form shall control. Unless otherwise defined in this Order Form, capitalized terms herein have the same meaning as in the Agreement. “Customer”“Placer City of Denton B Name Title Date Placer Labs, Inc B Name: Vernell Wisdom Title: Head of Contract Management Date Contract 8227 DocuSign Envelope ID: E22A41B5-6F6144D5-98D9-52D9A08E6386 Placer.ai THIS LICENSE AGREEMENT IS STRICTLY CONFIDENTIAL AND PROPRIETARY INFORMATIONAND CANNOT BE SHARED EXTERNALLY OUTSIDE OF THE CITY OF DENTON PLACER LABS, INC. LICENSE AGREEMENT This License Agreement (this “Agreement”) is entered into by and between Placer Labs, Inc., a Delaware corporation (“Placer”), and the customer (“Customer”) listed on the order form (the “Order Form”) entered into by and between Placer and Customer, effective as of the last signature date set forth on the Order Form (the “Effective Date”). Unless otherwise defined in this Agreement, capitalized terms herein have the same meaning as in the Order Form. 1 . LICENSE Subject to the terms of this Agreement and the Order Form (including, without limitation, the payment of fees by Customer), Placer hereby grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Services (as set forth in the Order Form) solely for the Permitted Uses (as set forth in the Order Form). 2.RESTRICTIONS AND RESPONSIBILITIES 2. 1 Customer will not, directly or indirectly, or allow any third party to (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or Placer Data or any software, documentation or data related to the Services or Placer Data; (b) attempt to re-identify any anonymized, aggregated, deidentified, obfuscated, or statistical Placer Data, (c) modify, translate, or create derivative works based on Placer Data (except to the extent expressly set forth as Permitted Use in the Order Form), (d) share Placer Data with, or disclose Placer Data to, or use Placer Data for the benefit of, a third party (except to the extent expressly set forth as Permitted Use in the Order Form), (e) remove any proprietary notices or labels, (f) circumvent any security control or access mechanism for the Services or Placer Data, (g) perform systematic and/or bulk downloads of Placer Data, or web scraping of Placer Data/from the Services, or systematic API calling beyond the minimal amount needed for Permitted Uses, or attempt to reconstruct any portion of Placer Data1 (h) use the Services or Placer Data in connection with any products, services, or activities that compete with Placer, or (i) attempt to build a user profile for a given individual or device based on Placer Data, or attempt, facilitate, or encourage others to identify a given individual or user or reconstruct user profiles based on Placer Data. Customer shall not, directly or indirectly, resell, distribute, sublicense, display, or otherwise provide to third parties the Services or any Placer Data or any derivatives of Placer Data, except that Customer may display Placer Data as part of Research Data during the Term. For the avoidance of doubt, and without limiting any other restrIctions or obligations set forth in this Agreement, Customer shall not use, license, sub-license or distribute Placer Data or any data derived from Placer Data, for any of the following purposes: (1) in connection with establishing eligibility for employment, health care, credit or insurance; (I1) for making decisions solely by automatic means where the decision has a significant effect on the individual to whom the data relates; (II1) for any unlawful tracking or unlawful surveillance purposes; or (IV) to market or sell to law enforcement agencies or to any governmental agency to be used for a law enforcement purpose. Contract 8227 DocuSign Envelope ID: E22A41B5-6F61JbtD5-98D9-52D9A08E6386 2.2 Customer represents, covenants, and warrants that Customer will use the Services and Placer Data and only in compliance with applicable laws and regulations. Furthermore, Customer will ensure all access to Placer (“log in”) shall be done using email addresses of Customer’s email domain, and never any personal email addresses. Although Placer has no obligation to monitor Customer’s access to and use of the Services or Placer Data Placer may do so and may prohibit any access or use it believes may be (or alleged to be) inviolation of the foregoing. 2.3 Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services and Placer Data, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Access Equipment”). Customer shall also be responsible for maintaining the security of the Access Equipment, Customer account, passwords (including but not limited to administrative and user passwords)and files, and for all uses of Customer account or the Access Equipment with or without Customer’sknowledge or consent. 2.4 Customer shall maintain information security measures to safeguard Customer’s Access Equipment and Placer Data in Customer’s possession, including appropriate physical, technical, and organizational measures to ensure the security of such data. Such measures shall include, but not be limited to, the highest degree of care that Customer utilizes to safeguard its own sensitive data, which shall be no less than industry standard security measures in any event. 2.5 Customer shall maintain accurate and complete records relating to its use of Placer Data. Placer or its designee(s) may, at any time upon not less than ten (10) business days’ notice to Customer, examine such records of Customer (and its affiliates and contractors, if any are permitted to use Placer Data) related to Customer’s and any such parties’ use of Placer Data (“Audit”). Customer will cooperate fully, and cause its affiliates and contractors to cooperate fully, with any such Audit(s) and will provide all records, data, documentation, and other information reasonably requested by Placer. The Audit(s) will be conducted during normal business hours, and at Placer’s expense; provided however if such Audit reveals misuse of Placer Data by Customer, then Customer will bear the cost of such Audit, without limiting any other rights or remedies that Placer may have with respect to any such misuse of Placer Data. 3. PROPRIETARY RIGHTS 3.1 Placer shall own and retain all right, title and interest in and to (a) the Services and Placer Data, and all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with supporting the foregoing, and (c) all intellectual property rights related to any of the foregoing. No licenses are granted by estoppel or by implication. 3.2 Customer may provide feedback to Placer in respect of the Services or Placer Data. Feedback may include, without limitation, updates to or corrections of Placer Data (e.g., a retail store may have moved or may have been closed). Placer may use any such feedback to improve the Services or for other purposes,without any obligation to Customer. 3.3 in the course of using the Services, Customer may upload data (e.g., Customer’s customer data) to the Services. Such uploaded data is referred to herein as “Customer Data”. Customer hereby grants Placer a nonexclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable and transferable right to use, modify, reproduce, distribute, prepare derivative works of, display and perform Customer Data (including all related intellectual property rights) in an aggregated and de-identified format (“Anonymized Customer Data”) in connection with the Services. Customer also hereby grants each user of the Services a non-exclusive license to access Anonymized Customer Data through the Services, and to use, modify, reproduce, distribute, prepare derivative works of, display and perform such Anonymized Customer Data as permitted through the functionality of the Services. For clarity, the foregoing license grant to Placer and Contract 8227 DocuSign Envelope ID: E22A41B5-6F6144D5-98D9-52D9A08E6386 users of the Services does not affect Customer’s ownership of Customer Data. Placer reserves the right to remove any Customer Data and/or Anonymized Customer Data from the Services at any time for anyreason. Customer, not Placer, remains solely responsible for all Customer Data that Customer uploads, posts, emails, transmits, or otherwise disseminates using, or in connection with, the Services, and Customer represents and warrants that Customer possesses all rights necessary to provide such Customer Data to Placer and to grant the rights to use such Customer Data as provided herein. 4. WARRANTY AND DISCLAIMER 4. 1 Placer shall use reasonable efforts consistent with prevailing industry standards to provide access to the Services and Placer Data. Access may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Placer or by third-party providers, or because of other causes beyond Placer’s reasonable control, but Placer shall use reasonable efforts to provide advance notice, by posting in the Services, email, or otherwise, of any scheduled service disruption. PLACER DOES NOTWARRANT THAT ACCESS TO THE SERVICES OR PLACER DATA WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BEOBTAINED FROM USE OF THE SERVICES OR PLACER DATA. 4.2 Placer Data shall not include (i) any personally identifiable data, including but not limited to, name, email address, address or any other personal identifier (“Personal Data”), nor (ii) any sensitive data,including but not limited to Personal Data relating to social security numbers and other government identifiers, information relating to health or medical conditions, and information relating to sex life or sexual orientation, political opinions, and financial account numbers (“Sensitive Data”). 4.3 Placer represents and warrants that to its knowledge the Services and Placer Data do not infringe the intellectual property rights of any third party and comply with applicable laws and regulations.EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 4, THE SERVICES AND PLACER DATAARE PROVIDED “AS IS” AND PLACER DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED,INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY AND FITNESSFOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. PLACER DATA ARE COMPILED BASED ON PROPRIETARY ALGORITHMS, AND PLACER DOES NOT WARRANT THAT ALLDATA SHALL BE COMPLETE AND ACCURATE. FURTHER, PLACER MAKES NO WARRANTYAS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES OR PLACER DATA. Without limiting the foregoing disclaimer, Customer acknowledges and agrees that Placer Data consist of and represent the result of statistical inferences. Placer is not a backup service, and Customer is solely responsible for creating any backups of data provided by Placer. Placer is not responsible for decisions made by Customer based on Placer Data. 5. INDEMNITY 5. 1 Placer shall defend, indemnify and hold Customer harmless from liability to third parties resultingfrom infringement by Placer’s provision of Placer Data of any United States patent or any copyright or misappropriation of any trade secret. The foregoing obligations do not apply with respect to any portions or components of Placer Data (i) that are created, compiled, or modified by any party other than Placer, (ii)combined with other products, processes, data, or materials where the alleged infringement relates to such combination, (iii) where Customer continues allegedly infringing activity after being notified thereof or after being informed of alternatives that would have avoided the alleged infringement, or (iv) where Customer’s use of Placer Data is not strictly in accordance with this Agreement. If, due to a claim of infringement, Placer Data are held by a court of competent jurisdiction to be or are believed by Placer to be infringing, Placer may, at its option (a) obtain for Customer a license to continue using Placer Data or (b) terminate the Order Form and Customer’s rights thereunder and provide Customer a refund of any prepaid,unused fees for Placer Data. Contract 8227 DocuSign Envelope ID: E22A41B&6F61dj4D5-98D9-52D9A08E6386 5.2 Reserved. 5.3 The obligations of either party to provide indemnification hereunder is subject to the party seeking indemnification (a) providing the indemnifying party with prompt written notice of any claim, (b) providing the indemnifying party with sole control over the defense and settlement of the applicable claim and (c) reasonably cooperating with the indemnifying party in defending such claim. Subject to the foregoing, the indemnified party may be represented in any proceeding by counsel of its own choosing at its own expense. 6.LIMITATION OF LIABILITY IN NO EVENT WILL EITHER PARTY BE LLABLE FOR ANY INDIRECT, SPECLAL,INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) ARISNG OUT OF OR IN CONNECTION WITH THE ORDER FORM,THIS AGREEMENT, THE SERVICES OR PLACER DATA, HOWEVER CAUSED ANDREGARDLESS OF THE THEORY OF LLABILITY, EVEN IF IT HAS BEEN ADVISED OF THEPOSSIBILITY OF SUCH DAMAGES. EXCEPT FOR NON-PAYMENT OF FEES, EACH PARTY’SAGGREGATE LIABILITY ARisntG OUT OF OR IN CONNECTION WITH THE ORDER FORM,THIS AGREEMENT, THE SERVICES OR PLACER DATA OR FROM ALL CAUSES OF ACTIONAND ALL THEORIES OF LIABILITY WILL NOT EXCEED FrVE TIMES THE ANNUAL FEE. NOTWITHSTANDING ANY OTHER PROVISIONS, THE FOREGOING LIMITATIONS WILL NOTAPPLY TO BREACH OF CONFIDENTIALITY OBLIGATIONS OR BREACH OF LICENSINGRESTRICTIONS. 7.EXPORT CONTROL Customer may not remove or export from the United States or allow the export or re-export of Placer Data, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. 8. MISCELLANEOUS This Agreement includes and incorporates Placer’s privacy policy located at https://www.placer.ai/privacy-policy/ platform-services-privacy-policy/ (the “Privacy Policy”). The Order Form, the Privacy Policy, and all other referenced documents, if any, are integral parts of this Agreement. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited oreliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable, transferable or sublicensable by Customer except with Placer’s prior written consent. Placer may transfer and assign any of its rights and obligations under this Agreement without consent. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both parties, except as otherwise provided. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Customer does not have any authority of any kind to bind Placer in any respect whatsoever. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys’ fees. This Agreement shall be governed by the laws of the State of California without regard to its conflict of laws provisions. This Agreement shall have the same Term as, and shall terminate or expire concurrently with, the Order Form. The following will survive any termination of this Agreement and Order Form: Sections 2.1, 2.4, 2.5, 3.1, 3.2, 4 through 8 of this Agreement. Contract 8227 DocuSign Envelope ID: E22A41B5-6F6144D5-98D9-52D9A08E6386 Marketplace License Agreement This Marketplace License Agreement (this “Marketplace Agreement”) is agreed to by and between Placer Labs, Inc., a Delaware corporation (“Placer”), and the customer (“Customer”) listed on the Marketplace Order. “Marketplace Order” means the document executed by Placer and Customer whereby Placer agrees to provide Customer with access to Marketplace Services, which document may be in the form of a new order form, an amendment to an existing order form, or another document format executed by the parties. Unless otherwise defined in this Marketplace Agreement, capitalized terms herein have the same meaning as in the Marketplace Order. 1. LICENSE 1. Subject to the terms of this Marketplace Agreement and the Marketplace Order (including, without limitation, the payment of fees by Customer), Placer hereby grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable license, during the term of the Marketplace Order, to access and use the Marketplace Services and Marketplace Data solely for Permitted Uses (as defined below). 2.“Marketplace Data” means data in such form and substance as made available by Placer toCustomer by way of Marketplace as overlayed on Placer’s platform, which data are created by Placer and/or Marketplace Vendors, using the applicable datasets from the applicable MarketplaceVendors as set forth in the Marketplace Order (such datasets, “Input Datasets”). Marketplace Data, including their form and substance, may be updated and modified by Placer and/or Marketplace Vendors from time to time. Placer will use commercially reasonable efforts to keep Marketplace Data as updated as possible, per its agreements with the applicable Marketplace Vendors, with the goal of having at least an annual update with respect to each dataset. Marketplace Data do notinclude, and Customer will not have access to, the Input Datasets sourced by Placer from Marketplace Vendors. 3. Customer may use Marketplace Data only for (i) On-Platform Uses and (ii) Off-Platform LimitedUses “On-Platform Uses” means using Marketplace Data as overlayed on Placer’s platform for such interactions as may be made available by Placer, which are subject to updates and modifications by Placer from time to time. “Off-Platform Limited Uses” mean: (a) Customer may use Marketplace Data for Customer’s internal business purposes, including using Research Data (as defined below) to service its customers; and (b) Customer may incorporate Marketplace Data into Research Data, as described and subject to the restrictions herein. “Research Data” means datasets and other materials created by Customer that result in any part from Customer’s use of Marketplace Data. Research Data must not include any Marketplace Data in raw form or any other form through which the raw form is readily identifiable by the recipient of Research Data (e.g., through common or basic methods ofreverse-engineering, etc.). Customer may share Research Data with current and potential customers, and in marketing materials; provided that Customer shall cite Placer as a provider ofsuch information. On-Platform Uses and Off-Platform Limited Uses are referred to collectively as “Permitted Uses”. Under no circumstances may Customer provide any part of any Marketplace Data in raw form to any third party. Contract 8227 DocuSign Envelope ID: E22A41B5-6F6144D5-98D9-52D9A08E6386 4.For clarity: (x) Marketplace Data is licensed to, not purchased by, Customer (y) Customer will not have access to any Input Datasets sourced by Placer from Marketplace Vendors; and (z) Customer must not use Marketplace Services or Marketplace Data in any way or for any purpose other thanPermitted Uses. RESTRICTIONS AND RESPONSIBILITIES 1. Customer will not, directly or indirectly, or allow any third party to (a) reverse engineer, decompile, disassemble, decode, or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Marketplace Services or Marketplace Data or any software, documentation or data related to the Marketplace Services or Marketplace Data; (b) re-identify any anonymized or statistical Marketplace Data, (c) modify, translate, or create derivative works based on Marketplace Data (except to the extent expressly set forth as Permitted Use), (d) share Marketplace Data with, or disclose Marketplace Data to, or use Marketplace Data for the benefit of, a third party (except to the extent expressly set forth as Permitted Use), (e) or remove any proprietary notices or labels, (e) circumvent any security control or access mechanism for the Marketplace Services or Marketplace Data, (f) use the Marketplace Services or Marketplace Data in connection with any products, services, or activities that compete with Placer, (g) resell,lease, distribute, display, assign, transfer, or sublicense the Marketplace Services or any Marketplace Data or any portion thereof, or (h) attempt to reconstruct or collect the Input Datasetsfor Marketplace Data. 2 Customer represents, covenants, and warrants that Customer will use the Marketplace Services and Marketplace Data only in compliance with applicable laws and regulations. Although Placer has no obligation to monitor Customer’s access to and use of the Marketplace Services or Marketplace Data, Placer may do so and may prohibit any access or use it believes may be (or alleged to be) in violation of the foregoing. 3.Customer agrees that Customer Information (as defined below) may be revealed to the Marketplace Vendors, and Customer hereby explicitly permits Placer to share Customer Information with the Marketplace Vendors. “Customer Information” means Customer’s company name and the fees Customer paid to Placer for access to Placer’s platform and/or Marketplace. 3.WARRANTY AND DISCLAIMER 1. Placer shall use reasonable efforts consistent with prevailing industry standards to provide accessto the Marketplace Services and Marketplace Data. Access may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Placer or by third- party providers, or because of other causes beyond Placer’s reasonable control, but Placer shall use reasonable efforts to provide advance notice, by posting in the Marketplace Services, email, orotherwise, of any scheduled service disruption. PLACER DOES NOT WARRANT THATACCESS TO THE MARKETPLACE SERVICES OR MARKETPLACE DATA WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THERESULTS THAT MAY BE OBTAINED FROM USE OF THE MARKETPLACE SERVICESOR MARKETPLACE DATA. 2.THE MARKETPLACE SERVICES AND MARKETPLACE DATA ARE PROVIDED “AS IS” AND PLACER AND ITS MARKETPLACE VENDORS DISCLAIM ALL WARRANTIES,EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OFMERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON- INFRINGEMENT. FURTHER, PLACER MAKES NO WARRANTY AS TO THE RESULTSTHAT MAY BE OBTAINED FROM USE OF THE MARKETPLACE SERVICES ORMARKETPLACE DATA. NEITHER PLACER NOR ITS DATA SUPPLIERS ARE Contract 8227 DocuSign Envelope ID: E22A41B5-6F6144D5-98D9-52D9A08E6386 RESPONSBLE FOR ANY DECISIONS MADE BY CUSTOMER BASED ONMARKETPLACE DATA. 4. INTENTIONALLY OMITTED LIMITATION OF LIABILITYIN NO EVENT WILL PLACER BE LIABLE FOR ANY INDIRECT, SPECLAL, INCIDENTAL. PUNITIVE, OR CONSEQUENTLAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS,OR PROFITS) ARISING OUT OF OR IN CONNECTION WITH THE MARKETPLACE ORDER,THIS MARKETPLACE AGREEMENT, THE MARKETPLACE SERVICES OR MARKETPLACEDATA, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IFIT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. PLACER’SAGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THE MARKETPLACEORDER, THIS MARKETPLACE AGREEMENT, THE MARKETPLACE SERVICES ORMARKETPLACE DATA FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LLABILITY WILL NOT EXCEED $100. 68 GENERAT I PROVISIONS The following will survive any termination of this Marketplace Agreement and Marketplace Order: Sections 2.1, 2.2, and 3 through 6 of this Marketplace Agreement. The provisions under the headings “Proprietary Rights” and “Miscellaneous” in the License Agreement located at https://www.placer.ai/placer-license-agreement/ (the “License Agreement”) are incorporatedherein and shall apply to Marketplace Services with the necessary changes (e.g., references to “Services” and “Placer Data” in the License Agreement shall be substituted herein by references to “MarketplaceServices” and “Marketplace Data”). Contract 8227 DocuSign Envelope ID: E22A41B5-6F61z14D5-98D9-52D9A08E6386 Standard Service Level Definitions “Placer Analytics Platform” means Placer’s analytics platform managed at https://analytics.placer.ai. “Incident” means, with respect to Placer Analytics Platform, an outage, error, defect, deficiency, failure or other similar event affecting the use of Placer Analytics Platform by Customer and its respective authorizedusers “Scheduled System Down Time” is the total time during which Customer personnel are not able to access Placer Analytics Platform due to planned maintenance. “Unscheduled System Down Time” is any time during which any Customer authorized personnel is not able to access Placer Analytics Platform due to an Incident, unexpected system failures or down time required for maintenance outside the Scheduled System Down Time periods. “System Availability” means the percentage of time during which Placer Analytics Platform will be live, operational, accessible by all Customer authorized personnel and working without Incident. “Business Days and Hours” means Monday through Friday, 9AM-5PM (PST time zone). Support and Maintenance of Services. 1. 2. Placer will maintain and provide, or cause to be provided, support for Placer Analytics Platform in accordance with its then current support policies. Placer support policies shall not be modified in a manner which materially diminishes the level or quality of support provided under Placer’s policies in effect as of the execution of the Order Form. Support and maintenance of Placer Analytics Platform shall include, without limitation, the following services: a. Provide Customer and its authorized users access to and use of the most current, updated versions of Placer Analytics Platform. b. Maintain and operate, on a 24 hour per day, 7 day per week, 365 day per year basis, of awebsite or other platform to ensure that the Placer Analytics Platform is accessible to Customer and its authorized users with not less than a 99% rate of System Availability. Placer will make its best effort to set Scheduled System Down Time outside of Customer’s regular business hours. Placer will provide the Customer with a notice about Scheduled System Down Time. In the event Unscheduled System Down Time is necessary, Placer shall advise Customer as soon as reasonably practicable. If the source of Unscheduled System Down Time is within the reasonable control of Placer, Placer will act to have it resolved as soon as reasonably practicable.Satisfy the Emergency Response Procedure (described below) and the System Availability requirements set forth below. 3 4. 5. Emergency Response Procedure. Placer warrants that it will correct any Incident that causes Unscheduled System Down Time as quickly as possible and minimize the adverse impact of the Unscheduled System Down Time on Customer’s businessoperations. The correction and resolution of any Incident that causes Unscheduled System Down Time will be conducted in accordance with the Emergency Response Procedure set forth in this Exhibit. Contract 8227 DocuSign Envelope ID: E22A41B5-6F6144D5-98D9-52D9A08E6386 Incident Classification. When an Incident occurs with regard to Placer Analytics Platform and is reported to Placer by Customer, Customer will indicate the severity level to each Incident reported based on the Incident ClassificationTable below. Incident Classification Table Classification Criteria Severity Level 1 1 Means that an Incident that causes the use or accessibility of Placer Analytics (Critical) 1 Platform to be at a halt in a manner that doesn’t allow Customer and its authorized users to access and/or use the Placer Analytics Platform, directly or via a workaround. Severity Level 2 1 Means an Incident which causes a serious disruption of a major nlnction in Placer (Serious) I Analytics Platform and which cannot be solved temporarily by a workaround. Severity Level 3 1 Means any of the following: (Degraded) (i) a non-critical Incident which has medium to low impact on Customer business, for which a workaround is available; or (ii) a reported Incident or Nonconformity in the Services or any component orelement thereof, that does not qualify as a Severity Level 1 or Severity Level 2 problem. Error Reporting and Response. Upon Customer’s written report to support@placer.ai of an Incident including a reasonable description thereof and an assignment of severity level (“Customer’s Initial Report”), Placer will take the following steps, in accordance with the Response Expectation Table below. If Customer’s Initial Report is made outside Business Days and Hours, the Customer Initial Report will be considered as if submitted at the closest time which is considered Business Days and Hours. Step 1. Placer will respond to Customer’s Initial Report as indicated in the Response Expectation Table below and will advise Customer in case the Severity Level provided by the Customer is modified. Step 2. Placer will actively address the Incident reported in the Customer’s Initial Report and Placer will correct the Incident or provide a workaround which enables the affected Placer Analytics Platform component or functionality, as indicated in the Response Expectation Table below. Step 3. Placer will provide a permanent solution to the Incident reported in the Customer’s Initial Report as indicated in the Response Expectation Table below. Contract 8227 DocuSign Envelope ID: E22A41B5-6F6144D5-98D9-52D9A08E6386 Response Expectation Table 1 (Critical) Initial response toCustomer within 2 hours following Customer’s Initial Report Immediate and continuing effort,but in all events within 24 hours of Customer’s Initial Report Within 2 Business Days followingCustomer’s Initial Report 2 (Serious) Initial response toCustomer within 4 hours following Customer’s Initial Report Immediate and continuing effort,but in all events within 2 Business Days following initial contact by Customer Within 10 Business Days followingCustomer’s Initial Report 3 (Degraded) Initial response toCustomer within 24 hours following Customer’s Initial Report Within 10 Business Days following Customer’s Initial Report Within 30 Business Days followingCustomer’s Initial Report System Availability. Required Quarterly System Availability. As part of the services provided by Placer, Placer will ensure a required level of quarterly System Availability of Placer Analytics Platform. Placer represents, warrants and covenants that during each calendar quarter, Placer Analytics Platform will be available, accessible and useable by Customer at a rate not less than a System Availability of 99%. Calculation of Quarterly System Availability. System Availability shall be calculated on a quarterly basis and will be expressed as a percentage and determined as follows: Total time in quarter – Unscheduled System Down Time in quarterQuarterly System Availability Total time in quarter – Scheduled System Down Time in quarter + 100 If in any month the System Availability falls below the actual 99% target, Customer shall be entitled to collect a credit from Placer in the amount of 5% of the pro rata monthly portion of the annual subscription fee paid to Placer by Customer for the impacted Service for the month at issue (a "Credit") . Contract 8227 DocuSign Envelope ID: E22A41B5-6F6144D5-98D9-52D9A08E6386 CONFLICT OF INTEREST QUESTIONNAIRE CONFLICT OF INTEREST QUESTIONNAIRE - For vendor or other person doing business with local governmental enti This questionnaire reflects chang the law bym 84th Leg., Regular Session FORM CIQ 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 afterthe date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Govemment Code. A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is amisdemeanor. 1 2 Name of vendor who has a business relationship with local governmental entity. Placer Labs, Inc LJ Check this box if you are ming 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.) g Name of local government officer about whom the information in this section is being disclosed. Name of Officer This section, (item 3 including subpans A, B, C & D), must be completed for each officer with whom the vendor has an employment or other businessrelationship 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?E Yes [ ] No B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in this section AND the taxable income is not received from the local governmental entity?[] Yes [] No C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership of one percent or more? E Yes n No D.Describe each employment or business and family relationship with the local government officer named in this section 4 5 I have no Conflict of Interest to disclose.g %#04 / 12 / 2023 DateSignature of vendor doing business with the governmental entity Doc ID: ba554 1704f6314b884715baf6e4bedObb68e2def DocuSign Envelope ID: E22A41B5-6F6144D5-98D9-52D9A08E6386 A Dropbox Sign Audit trail Title File name Conflict of Interest Questionnaire - City of Denton, TX -... Conflict of Interest Questionaire.docx ba5541704f6314b88471 5baf6e4bedObb68e2defDocument ID Audit traII date format Status MM / DD / YYYY + Signed Document History (’0 SENT 03 1 28 / 2023 09:27:13 UTC-7 Sent for signature to Vernell Wisdom (vernell.wisdom@placer.ai) from dealdesk@placer.ai IP: 162.236.245.5 (0) VIEWED 04 / 12 / 2023 07:09:50 UTC-7 Viewed by Vernell Wisdom (vernell.wisdom@placer.ai) IP: 73.185.210.124 E SIGNED 04 / 12 / 2023 07:10:09 UTC-7 Signed by Vernell Wisdom (vernell.wisdom@placer.ai) IP: 73.185.210.124 (\% COMPLETED 04 / 12 / 2023 07:10:09 UTC-7 The document has been completed. Powered by A Dropbox Sign [kx:uSign Certificate Of Completion Envelope Id: E22A41 B56F6144D598D952D9AC)8E6386 Subject: Please DocuSign: City Council Contract 8227 Foot Traffic Analysis Status: Completed Source Envelope: Document Pages: 38 Certificate Pages: 6 Signatures: 5 Initials: 1 Envelope Originator: AutoNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) Christina Dormady 901B Texas Street Denton, TX 76209 christina.dormady@cityofdenton.comIP Address: 198.49.140.10 Record Tracking Status: Original 6/7/2023 4:11 :05 PM Holder: Christina Dormady christina.dormady@cityofdenton.com Location: DocuSign Signer Events Christina Dormady christina.dormady@cityofdenton.com Buyer City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Signature Timestamp Sent: 6/7/2023 4:31 :45 PM Viewed: 6/7/2023 4:31 :59 PM Signed: 6/7/2023 4:34:39 PM Completed Using IP Address: 198.49.140.10 Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 6/7/2023 4:34:40 PM Viewed: 6/8/2023 1 :01 :29 PM Signed: 6/8/2023 1 :02:47 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure: Not Offered via DocuSign Marcella Lunn marcella.lunn@cityofdenton.com Mack Reinwand City Attorney City of Denton Security Level: Email, Account Authentication(None) •DwuSigned bVI MArtLthLaDUb .4B07Q831&4AA438 Sent: 6/8/2023 1 :02:49 PM Viewed: 7/1 3/2023 4:48:55 PM Signed: 7/21/2023 3:05:43 PM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Vernell Wisdom Vernell.wisdom@placer.ai Head of Contract Management Security Level: Email, Account Authentication(None) Sent: 7/21/2023 3:05:46 PM Viewed: 7/24/2023 10:50:05 AM Signed: 7/24/2023 10:52:30 AM Signature Adoption: Pre-selected Style Using IP Address: 73.185.210.124 Electronic Record and Signature Disclosure:Accepted: 7/24/2023 10:50:05 AMID: 4b050a61-73d04539-8211-d09f6d4e8a1 0 Signer Events Wayne Emerson Wayne.emerson@cityofdenton.com Director Economic Development Security Level: Email, Account Authentication(None) Signature Timestamp Sent: 7/24/2023 10:52:33 AM Viewed: 7/24/2023 1 1 :01:01 AM Signed: 7/24/2023 11 :01 :29 AM -DoaBbFHd brI w„w %„„” Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted: 7/24/2023 1 1 :01 :01 AMID: a8591a234c934721 -9656-d43ae9910a4d Cheyenne Defee Cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Completed Sent: 7/24/2023 11 :01 :33 AM Viewed: 8/1 6/2023 8:24:15 AM Signed: 8/16/2023 8:24:51 AMUsing IP Address: 198.49.140.104 Sara Hensley sara.hensley@cityofdenton.com City Manager City of Denton Security Level: Email, Account Authentication(None) Sent: 8/1 6/2023 8:24:55 AM Viewed: 8/1 6/2023 8:25:16 AM Signed: 8/1 6/2023 8:25:24 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Not Offered via DocuSign Jesus Salazar jesus.salazar@cityofdenton.com Security Level: Email, Account Authentication(None) Sent: 8/16/2023 8:25:27 AM Viewed : 8/16/2023 10:12:34 AM Signed: 8/16/2023 10:13:15 AM Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.10 Electronic Record and Signature Disclosure:Accepted : 8/1 6/2023 10:12:34 AMID: 2fc23a99-8a14449b-a154-a23997485532 In Person Signer Events Signature Status Timestamp Editor Delivery Events Timestamp Agent Delivery Events Status Status Timestamp Intermediary Delivery Events Timestamp Certified Delivery Events Status Status Timestamp Carbon Copy Events Cheyenne Defee cheyenne.defee@cityofdenton.com Procurement Administration Supervisor City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Timestamp Sent: 6/7/2023 4:34:41 PM Carbon Copy Events Gretna Jones gretna.jones@cityofdenton.com Legal Secretary City of Denton Security Level: Email, Account Authentication(None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Status Timestamp Sent: 7/24/2023 11 :01 :32 AM Viewed: 7/24/2023 2:06:07 PM Lori Hewell lori.hewell@cityofdenton.com Purchasing Manager City of Denton Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 7/24/2023 1 1 :01 :34 AM City Secretary Office citysecretary@cityofdenton.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 8/1 6/2023 10:13:18 AM Viewed: 8/17/2023 2:42:37 PM Christina Davis Christina.davis@cityofdenton.com Economic Development Specialist City of Denton - Economic Development Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure:Not Offered via DocuSign Sent: 8/1 6/2023 10:13:19 AM Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Envelope Sent Envelope Updated Envelope Updated Envelope Updated Envelope Updated Envelope Updated Certified Delivered Signing Complete Completed Status Timestamps 6/7/2023 4:31 :45 PM 6 m/2023 4:34:00 PM 7/24/2023 11 :59:23 AM 7/27/2023 8:35:39 AM 7/27/2023 8:35:39 AM 7/27/2023 8:40:45 AM 8/16/2023 10:12:34 AM 8/1 6/2023 10:13:15 AM 8/1 6/2023 10:13:19 AM Hashed/Encrypted Security Checked Security Checked Security Checked Security Checked Security Checked Security Checked Security Checked Security Checked Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM Parties agreed to: Vernell Wisdom, Wayne Emerson, Jesus Salazar ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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