HomeMy WebLinkAboutContract 48516 CITY SECRETARY/
CONTRACT NO. yte
FORT WORTH
AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
BLACKLINE SYSTEMS,INC.
Notwithstanding any language to the contrary in the Master Subscription Agreement ("MSA"),
attached hereto as Exhibit A and incorporated herein as if copied in full,presented by B1ackLine
Systems, Inc. ("Contractor" or "B1ackLine") for subscription services ("services"), the City
of Fort Worth ("City," "Subscriber," or "Customer") and Contractor (collectively the
"parties") hereby stipulate by evidence of execution of this Agreement ("Agreement") below
by a representative of each party duly authorized to bind the parties hereto, that the parties
hereby agree that the provisions in this Agreement below shall be applicable to the MSA. The
parties agree that Contractor will provide City the services as outlined in Exhibit B.
The Following Exhibits are attached to this Agreement:
Exhibit A—Master Subscription Agreement
Exhibit B—Scope of Services/Order Form
1. Term: It is the intent of the parties the Initial Term of this Agreement shall begin on
December 29, 2016, and remain in effect until December 28, 2019. This Order Form and the
MSA shall not automatically renew at the conclusion of its Term. Thirty (30) days prior to the
expiration of the Term, B1ackLine will provide notice to Customer of the option to renew for an
additional period of time (a "Renewal Term") as set forth in a renewal Order Form. B1ackLine's
receipt of such signed renewal Order Form shall be deemed to be Customer's agreement to
extend the Term for the period set forth on such renewal Order Form, subject to Customer's
obligation of payment as set forth herein. Customer acknowledges that, in the absence of such
renewal, the Agreement, Master Subscription Agreement, and the Order Form shall terminate as
of the last day of the then-current Term and Customer shall have no further right to access the
Hosted Service.
2. Services and Costs: The services and costs shall be those outlined in the attached Scope of
Services Order Form, attached hereto as Exhibit B and incorporated herein as if copied in full.
To the extent the MSA allows B1ackLine to charge late fees, the parties agree that such fees do
not apply to this Agreement.
3. Termination: Regardless of any language in the Agreement to the contrary, the City may
terminate this Agreement at any time and for any reason by providing B1ackLine with 30 days
written notice of termination. In the event of the foregoing, City shall not be entitled to a refund
of any prepaid fees and shall not be relieved of responsibility for pa ment of fees then
outstanding. CS 10 1 I
'AN
�o ,o
h �
M � N
OFFICIAL RECORD N
CITY SECRETARY �6
FT.WORTH, TX
4. Insurance by Contractor: The Contractor shall carry the following insurance coverage with
a company that is licensed to do business in Texas or otherwise approved by the City:
1. Commercial General Liability
a. Combined limit of not less than $2,000,000 per occurrence; $4 million aggregate or
b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and
Umbrella Coverage in the amount of$4,000,000. Umbrella policy shall contain a follow-
form provision and shall include coverage for personal and advertising injury.
c. Defense costs shall be outside the limits of liability.
2. Automobile Liability Insurance covering any vehicle used in providing services under this
Agreement, including non-owned, or hired vehicles, with a combined limit of not less
than$1,000,000 per occurrence.
3. Professional Liability (Errors & Omissions) in the amount of$1,000,000 per claim and
$1,000,000 aggregate limit.
4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per
the amount required by statute.
5. Technology Liability(Errors &Omissions)
a. Combined limit of not less than$5,000,000 per claim$5 million aggregate or
b. Coverage shall include, but not be limited to,the following:
(i) Failure to prevent unauthorized access
(ii)Unauthorized disclosure of information
(iii) Implantation of malicious code or computer virus
(v) Intellectual Property Infringement coverage, specifically including coverage
for intellectual property infringement claims and for indemnification and legal
defense of any claims of intellectual property infringement, including
infringement of copyright, or trade mark, brought against the City for use of
Software or Services provided by Contractor under this Agreement.
Technology coverage may be provided through an endorsement to the Commercial
General Liability (CGL) policy, a separate policy specific to Technology E&O, or an
umbrella policy that picks up coverage after primary coverage is exhausted.Either is
acceptable if coverage meets all other requirements. Any deductible will be the sole
responsibility of the Contractor Coverage shall be claims-made, with a retroactive or
prior acts date that is on or before the effective date of this Agreement. Coverage shall be
maintained for the duration of the contractual agreement and for two (2) years following
completion of services provided. An annual certificate of insurance, or a full copy of the
policy if requested, shall be submitted to the City to evidence coverage.
6. Any other insurance as reasonably requested by City.
CFW/B1ackLine
Page 2 of 20
General Insurance Requirements:
1. All applicable policies shall name the City as an additional insured thereon, as its
interests may appear. The term City shall include its employees, officers, officials,
agents, and volunteers in respect to the contracted services.
2. The workers' compensation policy shall include a Waiver of Subrogation (Right of
Recovery) in favor of the City of Fort Worth.
3. Insurers will endeavor to provide Thirty (30) days' notice of cancellation of coverage to
the City. Ten (10) days' notice shall be acceptable in the event of non-payment of
premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 200 Texas
Street,Fort Worth, Texas 76102,with copies to the City Attorney at the same address.
4. The insurers for all policies must be licensed and/or approved to do business in the State
of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best
Key Rating Guide, or have reasonably equivalent financial strength and solvency to the
satisfaction of Risk Management. If the rating is below that required, written approval of
Risk Management is required.
5.' Any failure on the part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirement.
6. Certificates of Insurance evidencing that the Contractor has obtained all required
insurance shall be delivered to and approved by the City's Risk Management Division
prior to execution of this Agreement upon request. Upon request, insurance certificates
will be provided to the City after policies referenced herein have been renewed by
BlackLine.
5. Indemnity: To the extent allowed by law, the City agrees to indemnify Contractor only for
instances where any content uploaded by City infringes on intellectual property rights of a third
party. Nothing contained herein shall ever be construed so as to require the City to create a
sinking fund or to assess, levy, and collect any tax to fund its obligations under this
paragraph. To the extent the attached Agreement requires the City to indemnify or hold
Contractor or any third party harmless from damages of any other kind or character, the City
objects to these terms and any such terms are hereby deleted from the Agreement and shall have
no force or effect.
6.Attorneys' Fees,Penalties,and Liquidated Damages: To the extent the attached Agreement
requires the City to pay attorneys' fees for any action contemplated or taken, or penalties or
liquidated damages in any amount, the City objects to these terms and any such terms are hereby
deleted from the Agreement and shall have no force or effect.
CFW/B1ackLine
Page 3 of 20
7. Law and Venue: This Agreement and the rights and obligations of the parties hereto shall be
governed by, and construed in accordance with the laws of the United States and state of Texas,
exclusive of conflicts of law's provisions. Venue for any suit brought under this Agreement shall
be in a court of competent jurisdiction in Tarrant County, Texas. To the extent this Agreement is
required to be governed by any state law other than Texas or venue in Tarrant County, the City
objects to such terms and any such terms are hereby deleted from this Agreement and shall have
no force or effect.
g. Sovereign Immunity: Nothing herein constitutes a waiver of the City's sovereign immunity.
To the extent this Agreement requires the City to waive its rights or immunities as a government
entity, such provisions are hereby deleted and shall have no force or effect.
9. No Debt: In compliance with Article 11 § 5 of the Texas Constitution, it is understood and
agreed that all obligations of the City hereunder are subject to the availability of funds. If such
funds are not appropriated or become unavailable, the City shall have the right to terminate this
Agreement except for those portions of funds which have been appropriated prior to termination.
10. Assignment: To the extent the Agreement addresses the right to assign any rights or interest
in the agreement to another party, such right of assignment shall be reciprocal, and neither parry
shall have the right to assign or transfer any of its rights or interests in the Agreement without the
express prior written consent of the other party. However, the Contractor shall have the right to
assign the Agreement to any entity in the event of a merger or in which it is a recognized legal
affiliate or subsidiary or which such entity obtains a majority interest without the consent of the
City. However, Contractor shall give the City at least thirty (30) days written notice of any such
assignment or transfer of interest.
11. Confidential Information: The City is a government entity under the laws of the State of
Texas and all documents held or maintained by the City are subject to disclosure under the Texas
Public Information Act. To the extent the Agreement requires that the City maintain records in
violation of the Act, the City hereby objects to such provisions and such provisions are hereby
deleted from the Agreement and shall have no force or effect.
12. Agreement Controlling: If any provisions of the attached Agreement conflict with the
terms of the MSA or any other attachment or order form, are prohibited by applicable law,
conflict with any applicable rule, regulation or ordinance of the City,the terms in this Agreement
shall control.
13. Fiscal Funding Limitation: In the event no funds or insufficient funds are appropriated and
budgeted or are otherwise unavailable by any means whatsoever in any fiscal period for
payments due under this Agreement, then the City will immediately notify Contractor of such
occurrence and this Agreement shall be terminated on the last day of the fiscal period for which
appropriations were received without penalty or expense to the City of any kind whatsoever,
except to the portions of annual payments herein agreed upon for which funds shall have been
appropriated. City represents that it has appropriated funding sufficient to pay its obligations for
the first 12-month term under the Order Form. City represents that, prior to adding additional
CFW/BlackLine
Page 4 of 20
Users,requesting additional BlackLine services, or signing a Renewal Order Form, it shall make
reasonable efforts to obtain requisite budgeting approvals or appropriation.
14. Right to Audit: Contractor agrees that the City shall, until the expiration of three (3) years
after final payment under this Agreement, have access to and the right to examine any directly
pertinent books, documents, papers and records of Contractor involving transactions relating to
this Agreement. Contractor agrees that City shall have access during normal working hours to
all necessary Contractor facilities and shall be provided adequate and appropriate workspace in
order to conduct audits in compliance with the provisions of this section. The City shall give
Contractor reasonable advance notice of intended audits. For the sake of clarity, the foregoing
shall not include a right to conduct an audit of BlackLine's premises or operations.
Contractor further agrees to include in all its subcontracts hereunder a provision to the effect that
the subcontractor agrees that the City shall, until the expiration of three (3)years after final payment
under the subcontract, have access to and the right to examine any directly pertinent books,
documents,papers and records of such subcontractor, involving transactions to the subcontract, and
further, that City shall have access during normal working hours to all subcontractor facilities, and
shall be provided adequate and appropriate work space, in order to conduct audits in compliance
with the provisions of this article. City shall give subcontractor reasonable advance notice of
intended audits.
15. Notice to Subscriber: All notices to City shall be delivered under this Agreement and sent
to:
City of Fort Worth
Attention: City Manager
200 Texas Street
Fort Worth, Texas 76102
With a copy to the City Attorney at the same address.
16. Amendments: No amendment of this Agreement shall be binding upon a party hereto unless
such amendment is set forth in a written instrument, and duly executed by an authorized
representative of each party. To the extent software under this Agreement requires acceptance of
"click through" license terms, such terms shall not be binding on City, and the terms of this
Agreement shall control, unless otherwise amended.
17. Limited Warranty: To the extent this Agreement includes a limited warranty that is
curable at BlackLine's sole discretion to replace the software or refund money, the parties agree
that the City shall have the discretion to determine replacement or refunding of money.
18. Links: To the extent the MSA contains links to additional terms and conditions, such terms
and conditions are not binding on the City to the extent they conflict with any terms and conditions
from this Agreement.
CFW/BlackLine
Page 5 of 20
19. Cooperative Purchasing: Should other governmental entities decide to participate in this
Agreement, BlackLine agrees that all terms, conditions, specification, and pricing would apply to
any such cooperative contract. Governmental entities within utilizing contracts with the City will
be eligible, but not obligated,to purchase material/services under this Agreement. All purchases by
governmental entities other than the City will be billed directly to that governmental entity and paid
by that governmental entity. The City will not be responsible for another governmental entity's
debts. Each governmental entity will order its own material/services as needed.
Executed this the ( L day of��Q jY1�lFL ,20 .
CITY OF PORT'WORTH: BLACKLINE SYSTEMS,INC.
By: BY:
Name: Susan Alanis Name: Greg and
ssigtant City Manager Title: Executive Vice President
Date:_ � ) 1 a":2 ' I �, Date: 2 l2 Z�2D! 6
APPROVED AS TO FORM AND LEGALITY:
By:
Jessic angsva g
Assi t City Attorn y II
ATTEST: OF
By: 96L
ary Kayser, City Secret O
Form 1295: .
NIP-
.............
Contract Authorization:
M&C:
Date:
CFW/BlackLine
Page 6 of 20 OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
EXHIBIT A
Agreement Number:00002724.0
BlackLine Systems,Inc.
Master Subscription Agreement
UNWOlYM 1'—RLAD CA12EFULLY,
THIS MASTER SITBSCRiPTION AGRTiRNWNT("MSA")TS ENTRRT-M BP.TMEW 1"011 AS A CUSTOcWM
AND BLACKLINE AS SERVICE PROVIDER FOR BLACKLINE'S HOSTED SERVICE. '1.11E'PERMS AND
CONDITIONS OF THIS MSA WILL BE LEGALLY BINDING OSI YOU LTPON YOUR EXECUTION OF A
BLACKLINM ORTAIR FORI`4. YOIT AND BLACKi INT, ART: rNDIl%1DliAT.T.Y Ri VERRP.D TO AS A
"PARTY"AND COLi.TiCTIN-TU Y AS Tflli''PARTfiRS".
TERMS AND CONDITIONS
1. Definitions.
1.1 "Affiliate"means any entity that directly or indirectly controls.is controlled by,or is under common
control with a subject entity."Control,"for purposes of this definition,means direct or indirect ownership or control
of more than fifty percent(509%0)of the voting interests of the subject entity,or the right to direct the affairs of a
subject entity.
L2 "Agreement"means this MSA and its addenda,any Order Forms signed by the parties and additional
documents and materials incorporated by reference herein.
1,3 "Aggregated Data"means statistical information related to use of the hosted Service for internal and
customer reporting purposes,but only in an aggregated forni that does not identify a customer,user or specific
transaction.
1,4 "BlackLine" meats I3lackLine Systems, Inc., a California corporation, having a principal place of
business at 7.1300 Victory Blvd.,12th Floor.Woodland Hills.CA 91367.
1.5 "BlackLine Technology"means all BlackLine proprietary technology(including software,products,
processes,user interfaces,trade secrets,know-how,techniques,designs and other tangible or intangible technical
material or information)which BlnckLine makes available to you from time to time in providing the Hinted Service.
1.6 "Confidential Information"means any information disclosed by a party(the"Disclosing Party')to the
other party (the "Receiving Party') in any form, that is designated confidential or that reasonably should he
understood to be confidential given its nature and the circumstances surrounding the disclosure.For the avoidance of
doubt,your Confidential Information includes your Customer Data;BlackLine's Confidential Information includes
the I lasted Service,Documentation,Black-Line's pricing and the terms and conditions of this MSA and Order Form.
Notwithstanding the foregoing,Confidential Information shall not include any information that:(i)is or becomes
generally known to the public without breach by the Receiving Party ol'any obligation owed to the Disclosing Party;
(n)was known to the Receiving Party prior to its disclosure by the Disclosing Pam,(iii)is received front n third
party without an obligation of confidentiality;or(iv)was independently developed by the Receiving Party without
use of the Disclosing Partys Confidential Tnlormmtion.
1.7 "Content" means the infonnation, documents, sothvare, products and services contained or made
available to you in the course of using the Hosted Service.
1.8 "Customer Data"means any data,information or material you provide.submit or upload to the Hosted
Service.
1,9 "Data Protection Directive' shall mean the European Commission Data Protection Directive
(95146.1EC)as the same may be amended or replaced from time to time.
1.10 "Data Protection Laws-shell mean with respect to the ML the Data Protection Directive or the law of
any such member country implementing the Data Protection Directive.and with respect to any other country,any
applicable data protection or data privacy laws.
Rhtekl.inc MSA Rev.5.5a 2010-06-23 Page 1 of I 1
CFW/BlackLine
Page 7 of 20
Agreement Number 00002723.0
1.11 "Documentation"means the user instruction materials,m updated from lime to time,describing the use
and operation of the Hosted Service that are provided in the Hosted Sewiec's"Help"files.
1.12 "Downtime"means when you are unable to transmit andior receive data from the Hosted Service,but
does not include the effects of any Internet,Customer network or other connectivity issues which are not within
BlackLine's control.
1.13 "Emergency Maintenance"means maintenance which may delay or interrupt your use of the Hosted
Service,and the necessity ofwhich is not known to 131ackLine in advance of its occurrence.
1.14 "Mective Date"means the Contract Stan Mte set forth in your initial Order Dorm.
1.15 "Hosted Servfee"means B1ackLine's online products and related services reflected on an Order Form
accessed al a weh site designated by Rlncki.ine,or ancillary services rendered to you by Blaekf.ine,to which you
are being granted access under the Agreement,including the B1acicLine'rechnology and Content.
1.16 "Ltltial Term"means the initial period that commences on the Effective Date for the period set forth in
the initial Order Form.
1.17 "Intellectual Property Rights"means inventions,patent applications.patents,design rights,copyrights,
trademarks,service marks,trade names,domain name rights,mask work rights,know-hove and trade secret rights,
and all other intellectual property rights, derivatives thereof and all renewals thereto as well as other forms of
protection or,,similarnature anywhere in the world.
1.18 "License Adnlnistrator(s)"means the User(s)you designate who are authorized to purchase licenses
by executing Order Form(s)and to create t`scr accounts and otherwise administer your use of the Hosted Service.
1.19 "Order form" means a written form evidencing a subscription for the Hosted Sewice and any
subsequent subscriptions and related services executed by both parties or an online form generated by BlackLine
and executed by you,specifying the number of Users,the products and services contracted for,and applicable fees,
billing periods and other cfrarges as agreed by the parties.Foch Order Form is incorporated by reference into this
Agreement.Except as specificaily provided herein,in the event ofti conflict between the terns and conditions of
this MSA and the terms of an Order Form,die tants of the Order Form will prevail.
1.20 "Persmml Data"shall(a)with respect to the member countries of the F.ti,have the meaning ascribed to
that term in the data irr-otection Directive or in the applicable implementing Data protection laws;and(h)with
respect to any other country. mean information that falls within the definition of"personal data", "persoiml
inibrination"or any comparable term used in the Data Protection taws ol'such country.
1.21 "Renewal Term"means a period.(luring which this Agreement is extended,the fust of which periods,if
any,begins upon expiration of the Initial Term as set forth in an Order Form and as further described in Section 7.1.
1.22 "Scheduled Maintenance"neem maintenance which may delay or interrupt your use of the Hosted
Service,and the necessity or which is known to HlackLine in advance of its occurrence. BluckLine will use all
rensonshle efforts to provide ,you with an advance notice prior to Scheduled Maintenance and shall schedule
Scheduled\Maintenance to the extent practicable during periods of non-peak usage among its customer base.
1.23 "Term"means the Initial Term together with all Renewal Term(s).
1.24 "ilser" means an individual authorized by you to use the Hosted Service, and to whom you (or
131Reki.ine at your request)have supplied a user identification and password.Users may include,for example,your
employees,consultant..%contractors and agents.
1.25 "You","Your"or"Customer"means the entity executing nn Order Form and entering into this MSA.
Hfackkine XtSA Frey.i,S„ 2016.00.23 Vage 2 of 11
CFW I Blacld ine
Page 8 of 20
Agreement Number:00002724.0
2. License Grant&Restrictions.
2.1 License Ghent.BlackLine hereby grants you a non-exclusive,non-transferable,worldwide right to use the
Hosted Service,solely lbryour own internal business purposes,subject to the terns of this Agreement All rights not
expressly granted to you nre reserved by 131ackl.ine.Individual User licenses may not be stared or used by more
than one individual User but may be reassigned to new Users replacing former Users who no longer use the Hosted
Service.
2.2 Restrictions, You will not: (i)license:, sublicense, sell, resell, transfer, assign, distribute or otherwise
commercially exploit or make available to any third party the Hosted Service;(ii)modify or make derivative works
based upon the.Hosted Service or otherwise violate BlackLhte's Intellectual Property Rights in the Hosted Service;
(iii)create Internet"links"to the Hosted Scrvice;(iv)reverse engineer or access the Hosted Service in order to:(a)
build a competitive product or service;(b)build a product using similar ideas,features,functions or graphics of the
Hosted Service,or(c)copy any ideas, features,functions or graphics of the Hosted Scrvicc;(v)send or store
inti inging,obscene,threatening,libelous or otherwise unlawful or tortious material to the Hosted Service;(vi)send
or store material containing viruses,worths,Troian horses,spans or other harmful computer code, tiles,scripts,
agents or programs to or from the Hosted Service:.(vii)interfere with or disrupt the integrity or performance of the
hosted Service or the duly contained in it,including engaging in denial of se vim attacks;(viii)attempt to gain
unauthorized access to the hosted Service or its systems or networks;or(ix)use rite Hosted Service in violation of
applicable law.
2.3 Affiliates'Rights.Your Affiliates may use the Hosted Service to the same extent you may use the Horned
Service, and may access the same without additional charge to you(subject to the limitations set forth herein);
provided however, that you will he respornsibk for the dxrmptiance of all such Affiliates with the terms and
conditions of this Agreement,as if such Affiliates were parties hereto.All rights granted to an Affiliate hercurder
will automatically cease upon that Affiliate ceasing to be your Affiliate.
2,4 Suspension for Ongoing ILarnr, BlackLine may with notice to you suspend your access to the hosted
Scrvicc if B1ackLine reasonably concludes that your instance or the Hosted Service is being used to engage in denial
or.4erviee attacks,spamming,misappropriation or the third party rights or illegal activity,and/or that use or your
instance of the Hosted Service is causing immediate,material and ongoing harm to BlackLine or others.In the
extraordinary event B1ackLinc suspends your Hosted Service access,BlackLine will use commercially reasonable
efforts to limit the suspension to the offending portion of the i lasted Service and work with you to resolve the issues
causing such suspension. You agree that BlackLine shall not be liable for any suspension of the Hosted Service
under the circumstances described in this Section.
3, Responsibilities,
3.1 Your Responsibilities.You will:(n)be responsible for all activity occurring under your user accounts;(h)
use commercially reasonable efforts to prevent unauthorized access to or use of the Hosted Service,and notify
Blackl.ine promptly of any such unauthorized access or use;(c)use the Hosted Service only in accordance with the
Documentation And applicable laws and government regulations;and(d)provide HlAckLine with all reasonably
available information if you repos a non-confonuance in the Hosted Service so that BlackLine may diagnose and
remedy such non-conformance.
3.2 BluckUne's RespunSlhilitics,
3.2.1. Provision of hosted Service.131acki,ine will:(n)make the I losted Service available to you pursuant to
this Agreement(including Appendix B)and the applicable Order Form(s);and(b)provide you with 24/7 support as
set firth in Appendix A at no additional charge.
3,2.2 Protection or Customer Data. BlackLine will maintain administrative, physical and technical
safeguards designed to protect the security,confidentiality and integrity of your Customer Data.The safeguards will
include,but will not he limited to,measures intended to prevent unauthorized access,use,modification or disclosure
of Customer Data.BlackLine shall only access your Customer Doti:(a)to support your use of the hosted Service
and prevent or address service or technical problems: or(b) as you expressly pemait in writing. BlackLine's
Customer Data storage policies are sat firth in greater detail in Appendix B.
Bhwkl,iue X1SA ttcv.5.5a 2016-06-23 Nkgu 3 of I I
CFW/BlackLine
Page 9 of20
Agreement Number:00002724.0
3.2.3 111ackl,lne Personnel- BlackLine will he responsible fon the perfhmpance of its personnel(including
employees and contractors)and their compliance with the obligations set forth in this Agre.enicnt.
4. Customer Dula.Customer Data is your Confidential Information and will not he accessed,used or disclosed by
BlackLine except as explicitly set forth herein. You have sole responsibility for the entry,deletion,correction,
accuracy,quality,integrity,legality,reliability,appropriateness and intellectual property ownership or right to use
the Customer Data. BlackLine will not be responsible for any destruction,damage, loss or failure to store any
Customer Data beyond its reasonable control or resulting from a failure in data transmission or operation of the
Hosted Service by you.ifthis Agreement is terminated,Block-Line will make available to you n file of the Customer
Data within thirty(30)days oftermination if you so request at the time of termination,You agree and acknowledge
that BlackLine has no right or obligation to retain Customer Data more than thirty(30)days after termination or
expiration and will destroy Customar Data in IIS possession or control thirty(30)dayH after term innnom or expiration
of this Agreement.
5- Ownership of Intellectual Property Rights.111ackLine owns all right,title and interest,including all related
Intellectual property Rights,in and to the BlackLinc Technology,Content,the Hosted Service,the!aggregated Data
and any suggestion&ideas,enhancement requests,feedback,recommendations or other information provided by you
relating to the hosted Son-ice. BlackLine's name and Ingo, and the product r>Hmes associated with the Hosted
Service are trademarks of 13lackLine,and no right or license is granted to use them under this Agreement.
6. Fees and Payments.
6.1 Payment Obligations,BlackLine charges and collects payment in advance for use of the Hosted Service,
in accordance with the initial Order Farm,you will pay Fill fees and charges in aaxprdance with the terms contained
in each Order Form. All payment obligations are non-cancelable and fees paid are non-refundable except as
expressly set forth in Sections 7.4 and 9.1.You are responsible for paying for all User licenses specified in an Order
porm,whether or not such User licenses are actively used.Your designated License Administrator may add licensers
by executing an additional Order horns online or in hardcopy form.Added licenses will be subject to the following:
(i)added IiCertl'eH will be coterminous with the then-current Term;and(ii)the license fee for the added licenses will
he the some its the fee applicable to your then-esisting Users,prorated for the remainder orthe current billing period.
BlackLine reserves the right to modify its fees.effective as of the end of the then-current'farm upon at least thiny
(30)days prior notice to you,which notice may be provided by c-mail,
6.2 Rxcess Data Storage Fees.The maximum disk storage space provided to you without additional charge is
2 GB per LTser license for Hosted Service subscriptions.Storage is measured in the aggregate across all Users.If
your aggregate amount of storage exceeds these limits,you will be charged$5 per month for each additional 1 013
ofCustomer Data stony 1.BlackLine will use commercially reasonable efforts to notify you when the average storage
used per license reaches approximately 90%of the maximum.
6,3 Billing Information. You agree to provide BlackLine with complete and accurate billing and contact
information including your legal company name. street address, a-mail, and name and telephone number of an
authorized billing contact and License Administrator(s).You agree to update this information within thirty(30)days
of any change to it.All fees are billed in U.S.dollars unless otherwise specified in writing by the panics.
6.4 Payment Disputes.TI'you believe your hill is incorrect or wish to dispute tiny charges contained therein,
you must notify BlackLine in writing within sixty(60)days of the invoice date of the invoice containing the amount
in question to be eligible to receive an adjustment or credit.
6.5 Late Payment and Suspension.Dt;lupqucnt invoices are subject to interest of one percent(1%)per month
on any outstanding balance,or the maximum permitted by law,whichever is greater.plus expenses of collection,Tf
a payment is not disputed in good faith(and in addition to its other rights),13lackLine reserves the right to terminate
this Agreement or suspend your access to the Hosted Service if any delinquent payment is not received by
BlackLine within thirty(30)days after notice to you orsuch delinquency.You will continue to be charged for TTser
licenses during any period of suspension,
6.6 Taxes.BlackLine's fees do not include any taxes,levies,duties or similar governmental asstasmcrtls of any
nature,including,for example,value-added,Halos,uv or withholding taxes,irssessable by any jurisdiction based on
HlaekLine\ISA 2016-06-23 11age d or 1 t
CFW/BIackLine
Page 10 of 20
Agreement Number:00002724.0
amounts paid or payable under the Agreement(collectively,"Taxes'). You are responsible tier paying all Time.,;
associated with your use of the.Hosted Service,If BlackLine has the legal obligation to pay or collect Taxes for
which you are responsible under this Section,BlackLine will invoice you and you will pay that amount unless you
provide BlackLine with a valid tax exemption certificate authorized by the appropriate taxing authority.lror clarity,
BlackLine is solely responsible for talcs assessable against BlackLine based on its net income, property and
employees.
7. 'Perm and Termination.
7.1 Term.This Agreement continences on the Fllective Tate and will continue for the initial Tent and all
Renewal'Torres.
7,2 Renewal.
(i) Upon the expiration of the initial Penn and each subsequent Renewal 'Perm, the Agreement will
autommicnlly renew Cor a Renewal Term trod BlackLine will issue you an invoice for such Renewal
'Penn,unless(a)you have previously provided BlackLine with at least thirty(30)days'written notice
prior to the end of the then current Term that you elect not to renew the-Agreement,or(b)BlackLine
has provided you at least one hundred and eighty(180)dny.,written notice prior to the end of tie then
current Term that Blackl.ine has elected not to renew the Agreement.
(ii) The renewal charge will he equal to the then-current number of user licenses times the license fee in
effect during the prior Perm,plus any other recurring fees set forth in o prior signed Order Form,
unless(a)BlackLine has given you prior notice of a fee increase as set forth in Section 6.1.which will
be effective upon renewal,or(b)the parties have executed an Order Form effective upon the renewed
date which describes a modified subscription for the Renewal'Perm.You may reduce the number of
User licenses or cancel or reduce BlackLine products elfectivc only upon the expiration of the then
current Tenn.
(iii)Fees for other services will be charged on an as-quoted basis.
7.3 Termination.Either party may terminate this Agreement for cause::(i)upon thirty(30)days written notice
to the other party of a material brach if such broach remains uncured at the expiration of such period;or(ii)if the
other party becomes the subject or it petition in bankruptcy or any other proceeding relating to insolvency,
receivership,liquidation or assignment for the benefit orcred4ors.
7.4 Refund or-Payment on Termination.Tryou terminate this Agreement pursuant to Section 7.3,BluckLine
will issue you a prorated refund for payment previously received by Mack-Line corresponding to any period atter the
effective date of such termination.if BlackLine terminates this Agreement pursuant to Section 7.3,you will pay any
unpaid reel covering the remainder of the then current Term.in no event will any termination relieve you of the
obligation to pay any fees payable to BlackLine for the period prior to the effective date of termination.
8. Representations&Warranties,
8,1 General, Bench party represents and warrants that: (a) it has the power to enter into and perform this
Agreement;(b)this Agreements execution has been duly authorized by all necessary corporate action or the party;
(c)this Agreement constitutes a valid and binding obligation on it,enforceable in accordance with its terms;and(d)
neither it nor its employees or agents has offered or will offer any illegal or improper bribe.kickback,payment,gift,
or thing orvalue in connection with this Agreement.
8,2 1llackLine's Representations&NVirtanties,BlackLine represents and warrants that,(a)it will provide
the Hosted Service in a manner consistent with genet.+l industry standards reasonably applicable to the provision
thereof;(b)when used in accordance with the Documentation,the Hosted Service will perform substantially in
accordance with the Documentation; (c) it will use commercially reasonable efforts to detect and remove or
neutralize viruses or other malicious code that could have an adverse effect on your use of the i losted Service;(d)it
will use leading commercial encryption technology designed to encrypt Customer Data in its possession and control;
and:(c)it will operate in conlimmmnce with its operating,security and privacy policies.TCBltrckf.ine breaches any or
BhwL1,inc.%NA R:v.'Oa 2016.06.23 Pulte S of I 1
CFW 1 BlackLine
Page I1 of 20
Agreement Number:00003724.0
the roreguing representation;and warranties,then BlackLine shall use commercially reasonable efforts to remedy
the non-conformance andror remove or neutralize the virus or malicious code. If, despite its commercially
reasonable efforts. BlackLine is unable to remedy the non-conformance or remove or neutralize the virus or
malicious,code, then your sole remedy will be the termination of this Agreement for cause in accordance with
Section 7.3 and a refund payment in accordance with Section 7.4.BlackLine reserves the right to change hosting
providers, provided that any successor hosting provider confirms to BlackLine's facility, security and audit
requirements related thereto. 13lackl,ine will make available to Customer its annual SSAf 16(or successor type)
audit report covering BlackLine's operations and shall take prompt action to address any exception identified in
such reports.
9. Mutual Lldemnilication.
9.1 Blockldne's Indemnification of You.131aeki.ine will indemnify,defend and hold you and your parents,,
subsidiaries,affiliates,officers. directors,employees,attorneys and agents harmless from and against any and all
claims,costs,, damages, hisses, liabilities and expenses(including attorneys' fees and costs)arising out of or in
connection with a claim by a third party alleging that the Hosted Service used in accordance with this Agreement
infringes its Intellectual Property Rights.BlackLine will have no indemnification obligation and you shall indemnify
BlackLine lir claims arising from any infringement arising from the we of the Masted Service in combination with
technology or process(s)not provided by BlackLine where such claim or infringement would not have occurred in
the absence of such combination If BlackLine is required to indemnify you for infringement of a third party's
intellectual Property Rights in accordance with this Section,or it BlaekLine reasonably believes the Hosted Service
may infringe a third party's Intellectual Property Rights,then BlackLine may,in its sole discretion:(x)modify the
Hosted Service so that it no longer infringes;(y)obtain a license for your continued use of the Hosted Service;
tmdlor(z)remove the infringing component from the Tlosted Service.Tr,despite its commercially reasonable erfiarLs
to do so,BlackLine is unable to perform(x),(y)or(z),then 13fackLine may terminate your Agreement upon ninety
(90)days advance written notice to you, in which case Rlackl,ine shall issue to you a prorated refund for any
prepaid fees covering the remainder of the then-current term after the effective date of termination.The rights and
remedies granted to you under this Section suite BlackLine's entire liability,and your sole and exclusive remedy,
with respect to tin infringement by Rlackl.ine of a third party's intellectual Property Rights.
9.2 Your Indemnification of BlackLine. You will indemnify,defend anti hold BlackLine and its parents,
subsidiaries,fiffiliates,officers,directors,employees,attorneys and agents hamiless from and against tiny and all
claims,costs, damages, losses, liabilities and expenses(including attorneys'fees and costs)arising out of or in
connection with a claim by H third party alleging that the Customer Data infringes its intellectual Property Rights or
a violation of laws and or regulations, including: but not limited to, Data Privacy Latus or laws related to export
controls. The rights and remedies granted to BlackLine under this Section 9 state your entire liability, and
Black-Line's sole and exclusive remedy, with respect to an infringement by you of it third party's intellectual
Property Rights.
9.3.Indemnification Procedures.In the event of an indemnity obligation under this Section 9;the indemnified
party shall:(i)promptly notify the indemnifying party in writing of such claim;(ii)allow the indemnifying party
sole control of its derense and settlement (provided that a party may not settle or defend a claim unless it
unconditionally releases the other party of ail liability to any third party);and(iii)provide the indemnifying party all
available information and reasonable assistance at the indemnifying party's cost. A party's indemnification
obligations are expressly conditioned upon the indemnified party's compliance with this Section 9.3,provided that,
the failure to provide notice of a claim will not limit the rights of an indemnified party hereunder except to the extent
that such failure materially prejudices the ability of the indemnifying party to defend such claim.
10. Disclaimer. THE EXPLICiT REPRESENTATiONS AND WARRANTIES N SECTiON 8 ARE THE
PARTIES' COMPLETE :AND EXCLUSIVE REPRESENTATIONS AND WARRANTIES. BLACKLINL
DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES AND GUARANTIES OF ANY KIND,
WITFTHER EXPRESS,IMPLIED.STATUTORY,OR OTHERIVISF iNCT.T I)MG,WITHOUT LWITATMN,
ANY IMPLiFD WARRANTY OF MERCHANTABILITY,TiTLE,NON-TNTFRiNGEi EWT,OR FiTNESS FOR
A PARTICULAR PURPOSE. USE OF THE HOSTED SERVICE MAY BE SUBJECT TO LIVIITATIONS,
DR.LAYS AND OTiIFR PROBLEMS TNTIRRFN'f tN TIM USE,OF TTiE iNTERNET WiIiCIT ARE BEYOND
BLACKLINE'S CONTROL. BLACKL1NE 13 NOT RESPONSIBLE FOR ANY DELAYS_ DELIVERY
FAiLURES OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS.
RhwkLine,1SrA Raw—Oa 2016.06.23 Page 6 of I l
CFW!BlackLine
Page 12 of 20
Agreement Number:00002724.0
11. Limitation of Llublif ics.
11.1 Limitation of Liabilities. EXCEPT FOR CLAIMS ARISING UNDER A PARTY'S GROSS
NEGLIGENCE, IVILLFUT, MISCONDIMT, MISAPPROPRIATION OF INTELLECTUAL PROPERTY
RIGHTS,AN INDEN1N1FICATION OBLIGATION,A BREACH OF CONFIDENTIALITY OR YOUR BREACH
OF SECTiON 2. NEITHER PARTY'S AGGRF.GATF. LIABILITY IN CONNF.CTTON WITH THIS
AGRGIiM11NT WIl.l. FXCE111)1111 AylOt1NT ACTUALLY PAIL)BY AKIYOR DUH FROiv1 YOU IN'fill:
TWELVE(1'')MONTH PHRIOD PRECEDINGTHE EVENTS)Gl V1NG RISE TO SUCH CLAIM.
11.2 Exclusion of Consequential and Related Thtmuges. F.XC',F.PT FOR CLATMS ARiSTNG ITNDFR A
PAIC1'Y'S GROSS NEUL1GENCE. IVILLFUL bdISCONDUCl', &JISAYPROYRiATION OF INTELLECTUAL
PROPERTY RTGUTS, AN TNDE\dNTFiCATION OBLIGATION, A BRFACIT OF CONFIDENTIALITY OR
YOUR BREACH OF SECTION 2,NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT,PUNITIVE,
SPECIAL.EX13MPLARY.TNOT)F ITAL OR CONSFQIFFN-TAT.DANIAGF.S OF ANY TYPE,OR RTATD,THE
LiMITATIONS INTI IIS SiXTHON AND iN SECTION 11.1 WILL APPLY WIIFrill?R AN AC'HON ARiSI1S
IN CONTRACT, WARRANTY OR PORI'AND EVEN IF THE PAlti'Y FROM WHICH DAMAGES ARE
SOUGHT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAN•IAGES.
11.3 Lxclusion of Payment Obligations,THE LIMITATIONS IN'11115 SliCf10N 11 DO NOT APPLY TO
YOUR 0131.10IANHONS TO PAY rElss Wi 111N Dt;li ANO PAYABLE.
12. Confidentiality. The Receiving Party will ase to least the mine degree of care in protecting the Disclosing
Party's Confidential Information that it uses to protect its own Confidential Information,but in no event less than a
reasonable standard of care.The Receiving Party shall:(i)not ase the Disclosing Party's Confidential Inibrmation
except as permitted under this Agreement;and(it)limit access to the Disclosing Party's Confidential Information to
its_and its Affiliates',employees and contractors who need such access to perform their duties hereunder and who
owe H duty of confidentiality to the Disclosing Party with protections no less stringent than those set forth in this
Agreement. The Receiving Pnrty may disclose the Disclosing Party's C'nnfidenunl lnfomrahrnt to the accent
compelled by law to do so,provided that the Receiving Party uses reasonable efibrts to give the Disclosing Party
prior notice of the compelled disclosure and reasonable assistance,at the Disclosing Party's cost,in order to permit
the Disclosing Party to contest or limit the disclosure- The foregoing confidentiality obligations shall survive
termination of this Agreement,regardless or cause.Ti'you become it paying customer of the Hosted Service,you
agree that BlHckT.ine may disclose the lbet that you are it customer of Blacki.ine.
13. Notice.B1Hck-Line may give notice regarding operational aspects of the Hosted Service by means of it general
notice on the I losted Service,electronic mail to your e.mnil address on record with BlackLine,or both.Any other
notice by one party to the other hereunder will be by written communication sent by first class mail or reputable
overnight delivery service and such notice will be.deemed to have been given ulwn receipt(if sent by overnight
delivery service),five(5)business days after mailing(if sent by first class mail)or twelve(12)hours after sendin
(if sent by c-mail).Notice to BlackLine will be addressed to BlackLine Systems.Inc..213W Victory Blvd.. 12f,
Floor,Woodland Hills.CA 91367,attention:Legal Department.Notice to you will be addressed to your address on
record in Blackl ino's account information,
14. Assignment; Change in Control. This Agreement, and the rights and obligations hereunder, may not be
assigned by either party,whether by operation of law or otherwise.without the prior written consent of the other
party, which will not he unreasonably withheld. Notwithsumding the foregoing, either party may assign this
Agreement in its entirety(including all Order Forms), without consent of the other party,to its Affiliate or in
connection with a merger,acquisition,corporate reorganization,or sale of all or substantially all of its assets not
involving a competitor of the other party.In the event of an assignment as described in the preceding sentence,the
assigning party shall provide the other party with written notice of the assignment.Neither patty may assign this
Agreement to a competitor of the other party without that other party's consent. A party's sole remedy for any
purported assigmnent in breach of this Section shall be,at die non-assigning party's election,termination of this
Agreement upon written notice to theassigning party.
Bl a:kl.ine RISA Rcv.5.5u 2016.00.23 Pulte 7 of I 1
CFW/BlackLine
Page 13 of 20
Agreement Number;00002724.0
15. Aatu Protection.
15.1 If BlackLine processes any Personal Data on;your behalf when performing its obligations under this
Agreement and there then exists no legal hasis or framework which establishes the rights and obligations of the
Parties with respect to Personal Data,then the parties record their intention that you shall be the data controller and
Blacki.ine shall he it data processor for the purposes of the Data Protection Directive and that the terns or the data
processing addendum available at https:lhvww.hlnckline.conallegalldatn-privacy-addendmm shall apply to such
processing,and are hereby incorporated by reference and in any such case: (a)each parry shall take appropriate
technical and organimlional measures against unauthorized or unlawful processing of the Personal luta or its
accidental loss,destruction or damage;(b)you shall ensure that you are entitled to transfer the relevant Personal
Data to BlackLine so that BlackLine may lawfully process the Personal Data in accordance with this Agreement on
your behalf;and(u)BlackLine shall process the Personal Data only in accordance with the terms of this Agreement
and any lawful instructions reasonably given by you from time to time.
15.2 Nothing in this Section shall prevent BlackLine from complying with any legal obligation imposed by
applicable law,regulatory authority or court.
16. Governing l.nw.This Agreement will be governed by California law and controlling tJnited States federal law,
without regard to the choice or conflicts of law provisions of any jurisdiction Any disputes,actions,claims or
causes of action arising out ol'or in connection with this Agreement will he subject to the exclusive jurisdiction of
the state and federal courts located in Los Angeles,California.
17. General Provisions.
17.1 Entire Agreement.This Agreement comprises the entire nareement between you and BlackLine and
supersedes all prior or contemporaneous negotiations,discussions or agreements,whether written or oral,between
the parties regarding the subject matter contained herein.Neither party has made any oral or written suatements that
are not included in this Agreement that in any way induced the other party into entering into this Agreement No text
or information set forth on any purchase order,preprinted form or document(other than an executed Order Form.if
applicable)will add to or vary the terms and conditions of this Agreement.No modification or amendment of this
Agreement shall be effective unless in writing and signed by the parties.
17.2 Severability.if any provision in this MSA is held by a court of competent jurisdiction to he invalid or
unenforceable,then such provision(s)will be construed,as nearly as possible,to reflect the intentions of the invalid
or unenforceable provision(x),with all other provision~remaining in full fierce and effect.
17.3 Relationship of lite Parties.No joint venture,partnership,employment,or agency relationship exists
between you and BlackLine as a result of this Agreement.
17.4 Waiver.The failure of either party to enforce any right or provision in this Agreement will not constitute
a waiver of such right or provision unless acknowledged and agreed to by that party in writing,
17.5 Future Functionality. You agree that your purchase of the Ilosted Service is not contingent on the
delivery of any future functionality or features,or dependent on any oral or written public comments made by
BlackLine regarding any future functionality or feature.
17,6 Resolution of Disputes,Except where a party is seckjng a remedy related to claims of misappropriation
or ownership of Intellectual Property Rights,each party agrees that before it brings any dispute,action,claim or
cause of action it shall provide written notice to the other party or the specific issue(s)in dispute.Within seven(7)
days after such notice knowledgeable executives of the parties shell hold at least one meeting(in penton or by video-
or tele-conference)for the purpose of attempting in good faith to resolve such matlar.
17.7 Export Controls.The Hosted Service may be subject to export laws and regulations of the U.S. and
otherjurisdictions.Bach party represents thrat it is not named on any U.S.government denied-party list.Customer
13kwk1.inc%MSA Rev.5,5;1 2016.06-23 Page aorII
CFW/BlackLine
Page 14 of 20
Agreement Number:00002724.0
will not permit ilsers to access or use the ihsted Service in x U.S.-embargoed country or in violation of Hny U.S.
export law or regulation
17.9 Survivul. The fallowing Sections will survive the termination or expiration'of the Agreement: 1
(Definitions),2.2(Restrictions),S(Ownership of Intellectual Property Rights),6(Fees and Payments),7(Perm and
Termination),9(Mutual Indemnification). 10(Disclaimer)_ 11 (Limitation of Liabilities),12(Confidentiality), 13
(-Notice)and 16(Governing Law).
18. Additional Documents. Each of the following is hereby incorporated into this Agreement by reference.
Black-Line reserves the right to modify such documents in its reasonable discretion from time to time with notice to
you
• Appendix A:Symport Services Policy
• Appendix B:Hosted Service Availability
• 111H&Line's Privacy Policy,available at htL //w%w.blackline.cominrivacv-s atement
• BlackLine's Data Privacy Addendum,available at httas•%/wivw.blackline.com/legaVdata-privacy-addendum
WHEREFORE,the parties have executed this Agreement on the Effective Date stated above.
Comlrany:iILACiLLINRSY:STENT,%INC. Customer:City of Fort Worth
Address: ^_1300 Victory Blvd.,12°'Floor Address 1000 Throel morton SL
Woodla Hills,CA 91367 USA F Vorth.1 1 7610= 311 United States
Authorized _ uthoriz0 Signatory
vc�p�a., (—t, Pvltic�
Printed NHPrinted Name sus$ni131f
y(O Assistant City Tanager
Title Title
11hwk1.in-\1SA Ra,.S,S;, 7016.06.21 N%gC 9 of I 1
CFW/B1ackLine
Page 15 of 20
Agreement Number:00002724.0
Appendix A—Support Services Policy
BlackLine's Support.BlackLine provides application support for the Hosted Service twenty-four(24)hours a day,
seven (7) days it week. Support cases are opened using RlackLine's online support portal, which is actively
monitored by qualified 131ack-Line support personnel.Current status for all support cases previously reported by a
Customer can be viewed via the support portal at www.blackline.eom.additional information exchange related to
an open support case may be conducted via email,telephone,and/or web meeting communication,as appropriate to
the case.
Support Procedures:All support requests for the Hosted Service are categorized in accordance with the definitions
set forth below.Any support requests not categorized as set forth below will be addressed in the ordinary course of
business by BlackLine,and any applicable modifications or corrections or the Hosted Service will he delivered in
the next release o£the I losted Service subsequent to implementation of the correction(s).
.Support Uermitinns:
priority 1:
• Definition:The production environment for the Hosted Service is unavailable,resulting in full
disruption of use of the hosted Service,or critical functionalities in the hosted Service are unavailable
or not working
• Initial Response to Customer:Within sixty(60)minutes of the request submission.
• BlackLine Response:BlackLine will provide immediate and continuing efforts to correct the problem.
• Case Update Target:Eivety eight(8)hours from the time of submission.
Priority 2:
• Definition:Specific non-critical runction(s)of the Hosted Service are impeded due to failure of
portion(s)of the Hosted Service.
• initial Response by B1uckLine:Within Cour(4)hours orthe request suhmission.
• BlackLine Response:BlackLine shall use its best efforts to provide a temporary fix or workaround for
the problem within five(5)calendar days from the request date.
• Case Update Target:Within five(5)days from time of the request submission.
Priority 3:
• Definition:Specific function(s)of the Hosted Service are not performing in accordance with
Eecumentation,but the usability orthe Hosted Service is not significantly impacted.
• Initial Response by BlackLine:Within eight(8)hours of the request submission.
• BlackLine Response:Resolution within a time Bare mutually agreed upon by the parties.
• Case Update Target:A timeframe mutually agreed upon.
Priority 4:
• 1X-inition:Inquiries about functionality,navigation,configuration or routine technical questions.
• Initial Response to Custcnner.Within twelve(12)hours of the request submission.
• BlackLine Response:Resolution within a time frame mutually agreed upon by the.parties.
• Case DJpdate Tnrget:A timefruma mutually ty;reed upon.
13ttu:kl.ine MSA Ree.5.5;, 2016.06.23 Pagc to of t 1
CFW/BlackLine
Page 16 of20
Agreement Number:00002724.0
Appendix B—Hosted Service Availability
Availability.
The hosted Service will be available 100%of the time, except for: (i) Scheduled Maintenance;(ii)Emergency
Naint once; and (iii) any unavailability caused by circumstances beyond BlackLine's reasonable control,
including,liar example,rias ol'God,act ol'govemment,flood,tire,erirthquake,civil unrest,act of terror,strike or
other labor problem(other than one involvine BlackLine's employees),Internet service provider failure or delay.
Downtime is measured from the time you open a trouble ticket.Upon receiving a report of Dcwnlimc,for each full
hour of Downtime,BlackLine will credit you two percent(2%)of your monthly fee,up to fifty percent(504-,)of
your monthly fee for the affected Hosted Service.You agree that the credit specified in this Appendix will be your
sole and exclusive remedy for any Downtime.
Tula Backup Cycles.
Customer Data is routinely proprigated via secure connection from Bhickl.ine's primary data center to an aiternate
data center,with the obicctivc of forwarding all updates to Customer Data within approximately one(1)hour after
receipt at the primary data center,in the event of an outage at the primary data center which causes Downtime and is
not expected to Ix remedied within four(4)consecutive hours,Customer's production processing will be diverted to
the alternate data center ror continued operation.
Rlxkl.inn 19SA Rev.5,5;t 2616.06-23 i't qc 11 of I 1
CFW/BlackLine
Page 17 of 20
EXHIBIT B
ORDER FORM
CFW/BlackLine
Page 18 of 20
Order Number: Q022743
BLACKL®NE Offer Good Through: Dec 30,2016
Order Form
Customer Information:
Bill To: Sold To:
City of Fort Worth City of Fort Worth
Kathy Agee-Dow Aaron Bovos
1000 Throckmorton St 1000 Throckmorton St
Fort Worth,TX 76102-6311 Fort Worth,TX 76102-6311
United States United States
Phone:817-392-7808
Email: kathryn.agee-dow@fortworthtexas.gov
Contract Terms:
Initial Term: 36 Months Billing Method: Email
Renewal Term: 12 Months Payment Method: ACH
License Admin: Jahn Samford Payment Termst Net 30
Currency: USD
Data Location: USA
Order Details:
Product Charge Billing Quantity Unit Price Total Price
Type Period
Task Management Recurring Annual 25 $444.00 $11,100.00
Implementation-Partner one-Time 1 $2,500.00 $2,500.00
Implementation-Partner-Hourly Usage Month $275.00
Initial Payment: $13,600.00
Subscription Terms
Customer hereby subscribes to Blacki-ine's products and/or services described in this Order Form.Customer's
use of BlackLine products and/or services is governed by the terms and conditions of this Order Form(including
all exhibits),and the MSA as modified by the City of Fort Worth-BlackLine Systems Agreement(including any
addenda),which together constitutes the entire agreement between the parties."MSA"shall mean BlackLine's
Master Subscription Agreement between Customer and BlackLine governing Customer's use of Blaekl.lne's
products and/or services,as same may be/have been amended by the parties from time to time.In the event of
conflict between the terms of this Order Form and the terms contained in the MSA as modified by the City of Fort
Worth-BlackLine Systems Agreement,the terms of the MSA as modified by the City of Fort Worth-BlackLine
Systems Agreement shall prevail,and in the event of a conflict between Order Forms of the same subject,the
later dated Order Form shall prevail.
21219 Victory Blvd.;12th floor,UhoGland Irdln,CA 81267 , Pmotis 818.223.9008 - Hix 818 229.9081 • www.GlackLine.com
CFW/BlackLine
Page 19 of 20
Page 2 of 2 Order Number: Q022743
Offer Good Through: Dec 30,2016
Additional Terms
Implementation support will be provided by Vaco Resources pursuant to a separate agreement between
Customer and Vaco Resources,and all charges for Implementation support will be Invoiced and paid directly
between Customer and Vaco Resources.
rack Management
Task Management includes task status,management and Single Sign-On.
Implementation-Partner
Implementation-Partner charges a fee for Slacki-ine's time to set up Customer's initial Instance of the BlackLine
Instance as well as 91ackUne's expert support during the Implementation, BlackLine will provide backup support
and expert review as needed during the implementation for project kickoff,organizatlon settings and overall
application configuration to ensure a successful implementation.Time Included includes up to ten(10)hours In
the aggregate over the 60-day period following the Contract Start Date,If on-site consulting by BlackLine
personnel is desired,whether for configuration or training,this service Is available at the hourly rate quoted on
this Order Form plus travel.
When duly authorized and executed by the parties hereto,this Order Form shall constitute a binding agreement
between the parties effective as of the later signature date("Contract Start Date")stated below.
BlackLine tams,Inc, City of Fort Worth
Signature: Signature:
Name:( Name: Ssais�an u an
Alanis
Title: V Title: ger
Date: 2 2z ZOO l Date: ��-r►
21309 Victcry Blvd„12th rImr,Y%bodlend luac,(:A 90V - PHottK 076 341,0609 - pax 616 4$9.9091 � ww W.040 Lino Aqm
CFW/BlackLine
Page 20 of 20