HomeMy WebLinkAboutContract 53952 CITY SECRETARY
COWIMCT b0.
Mph 29 2020
G 0� o�l\01" ASSIGNMENT AGREEMENT
C1�SECNESAS`!
This Assignment Agreement(this"Assignment")is entered into as of the date set forth below
between Thirkettle Corporation d/b/a Aqua Metric Sales Company, a California corporation
("Assignor")the City of Fort Worth("Assignee")and Tenon Systems,L.L.C.,a Minnesota limited
liability corporation("Software Vendor"). Collectively,Assignor,Assignee and Software Ve#dor
are sometimes referred to herein individually as a"Party" and collectively as the"Parties".
RECITALS:
A. Assignor, as "Consultant" or "Contractor", and Assignee, as "City" or "Client,"
entered into that certain Professional Services Agreement(the"PSA")on or about October 14,2016.
B. Assignor has entered into a Vendor Services Agreement with Software Vendor(the
"VSA"),attached hereto as Exhibit A in connection with its performance of the services set forth in
the PSA.
C. Concurrently with the execution of this Assignment,Assignor has conveyed the VSA
to Assignee, and in connection with such conveyance,Software Vendor has agreed to the assignment
of the VSA to Assignee.
NOW, THEREFORE, in consideration of the premises and other good and valuable
consideration in hand paid by Assignee to Assignor,the receipt and sufficiency of which are hereby
acknowledged and confessed by Assignor,the Parties hereby agree as follows:
1. Assignor's Assignment. Assignor does hereby ASSIGN,TRANSFER,SET OVER
and DELIVER the VSA to Assignee, its successors and assigns; TO HAVE AND TO HOLD the
VSA,together with all and singular the rights and appurtenances thereto in anywise belonging,unto
Assignee,its successors and assigns forever;and Assignor does hereby bind itself,its successors and
assigns forever, so that neither Assignor, nor Assignor's successors or assigns, shall at any time
hereafter have, claim or demand any right or title to the VSA, or any part thereof.
2. Further Assurances. Assignor hereby agrees to perform,execute and/or deliver or
cause to be performed,executed and/or delivered any and all such further acts and assurances as
Assignee may reasonably require to perfect Assignee's interest in the VSA.
3. Assignor's Indemnity. It is further agreed that Assignee shall not be responsible for
the discharge and performance of any duties or obligations required to be performed and/or
discharged in connection with the VSA prior to the effective date hereof. In such regard Assignor
agrees to indemnify and hold harmless Assignee,inclusive of attorneys' fees and court costs,from
and against losses incurred by Assignee as a result of claims brought against Assignee,as Assignor's
successor in interest to the VSA,relating to causes of action arising from any failure by Assignor to
perform or discharge the obligations under the VSA prior to the effective date hereof.
4. Assignee's Obligations. It is specifically agreed that Assignor shall not be
responsible for the discharge and performance of any duties or obligations to be performed and/or
Fo-MCNAL RECURD
Assignment Agreement Page 1 of 4 '�ARY
discharged in connection with the VSA after the effective date hereof. By acceptance of this
Assignment and by execution hereof, Assignee accepts and agrees to perform all of the terms,
covenants and conditions in connection with the VSA required to be performed thereunder,from and
after the effective date hereof, but not prior thereto.
5. Binding Agreement. This Assignment is binding upon and shall inure to the benefit
of the parties hereto and their respective successors and assigns.
[Signature pages to follow]
Assignment Agreement Page 2 of 4
Executed effective as of the date signed by the Assistant City Manager below.
FORT WORTH:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
ba—&—W4 Aa�____ of this contract, including ensuring all performance
By:Dana BargndosfO.;y28,2 .,15:08CDT) and reporting requirements.
Name: Dana Burghdoff
Title: Assistant City Manager
MaW-04M I-0 Wal-o
Date: May 28' y: �e 2020 B Madene Rafa(ko(May 15,202c)
Name: Madelene Rafalko, P.E.
Approval Recommended: Title: MyH2O Program Manager
Approved as to Form and Legality:
By: Christopher Hard (Play 27,202012:40 COT!
Name: Chris Harder T JLc`0
Title: Water Director By: JB-Strong:Ma 26 202014:03 MOT)
Name: John B. Strong
Attest: FORT/E�t, Title: Assistant City Attorney
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Contract Authorization:
By:
Name: Mary Kayser
Title: City Secretary
VENDOR: SOFTWARE VENDOR:
Thirkettle Corporation d/b/a Aqua Metric Tenon Systems,L.L.0
Sales Company
By: �'•� '� �" Name Laurie Allen
Name: Title: Chief Financial Officer
Title:
Date: Y
Date:
rOFNCUAL RECORD
�MY SECRETARY
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Assignment Agreement Page 3 of 4
Assignment Agreement Page 4 of 4
VENDOR SERVICES AGREEMENT
(Information Technology)
This Vendor Services Agreement("Agreement")is made and entered into by and between Tenon Systems,
L.L.C., a Minnesota limited liability corporation ("Vendor") and Aqua Metric Sales Company, a d/b/a of
Thirkettle Corporation("Client")effective as of May 13,2020 and confirms our agreement that vendor will
provide the services set forth below. Client and Vendor are each individually referred to herein as a"party"
and collectively referred to as the "parties." The term "Vendor" shall include Vendor, its officers, agents,
employees,representatives,contractors.The term"Client"shall include its officers,employees,agents,and
representatives.
CONTRACT DOCUMENTS:
The Contract documents shall include the Vendor Services Agreement with Exhibits A and B.
In the event of any conflict in the document,the terms and conditions of this Agreement shall control.
The term "Vendor" or "Contractor" shall include the Vendor or Contractor, and its officers, agents,
employees,representatives, servants and contractors
The term "Client"shall include its officers, employees, agents, and representatives.
1. Definitions. The following definitions will serve to inform this Vendor Services Agreement and
conversations around the terms within it.
1.1. Intellectual Property. Shall mean(a)the Platform(including,without limitation,the components
comprising the Platform), (b)Vendor's software,modules, scripts, database schema, integrations,
design templates, methodologies, tools, and specifications, and (c) any works of authorship or
creative works,ideas,knowledge,data or other materials which have been originated or developed
by Vendor or on Vendor's behalf, or otherwise purchased by, or licensed to, Vendor, and(d) any
intellectual property or proprietary rights in or to any of the foregoing, including, but not limited
to, copyright rights, trademark rights, domain names, moral rights, patent rights (including, but
not limited to, patent applications and disclosures) rights of priority, mask work rights, and trade
secret rights, recognized in any country or jurisdiction in the world and any modifications to or
derivatives of the foregoing.
1.2. Reservation of Rights. Client hereby acknowledges and agrees that the Vendor's Intellectual
Property (including, but not limited to, the Platform) is protected by copyright, trademark and
other US and foreign laws. Client acknowledges and agrees that this Agreement does not grant
Client any right, title or interest in any of the Vendor's Intellectual Property (including, but not
limited to, the Platform) and that Client does not acquire any ownership interest in any of the
Vendor's Intellectual Property under this Agreement.
1.3. Confidential Information. For purposes of this Agreement,"Confidential Information"shall mean
all data and information, of any kind,type or nature, disclosed by one party("Disclosing Party")
to the other party("Receiving Party"),that the Disclosing party designates as confidential or that
the Receiving Party knows or should reasonably know to be confidential, non-public or
proprietary,including,but not limited to a party's business plans,financial information,strategies,
know how, marketing plans, business partners, software, code and technology. The Vendor's
Confidential information shall include all the Vendor's software,technology,data and information
1IPage
relating to the Services and if applicable, the existence of, and information about, beta or trial
features used in any Services. Confidential Information does not include information that: (a)is in
or enters the public domain without breach of this Agreement; (b) the Receiving Party lawfully
receives from a third parry without restriction on disclosure and without breach of a nondisclosure
obligation; (c) the Receiving Party lawfully knew prior to receiving such information from the
Disclosing Party;or(d)the Receiving Party develops independently without use of the Disclosing
Party's Confidential Information.
2. Scope of Services. Vendor hereby agrees,with good faith and due diligence,to provide the Client
with utility data management and data source implementation services.Vendor shall perform the Services
in accordance with standards in the industry for the same or similar services. In addition,Vendor shall
perform the Services in accordance with all applicable federal, state, and local laws,rules, and
regulations. Services shall be delivered through the process described below in the development of use
cases for data management in the priority set by the Client.
Services. The Vendor shall provide the following services to Client:
2.1 A Utility Data Warehouse Cloud Storage platform consisting of-
Process
Evaluate and Inspect the data of the data source
Construct a cloud destination in the Data Lake where raw data may be copied to from the data
source _
Develop and implement transformation process to make the data ready for access in the Data
Warehouse
i
Schema and warehouse design of the Data Warehouse to support the transformed data
Triggers to execute the transformation and transfer of the data into the Data Warehouse from the
Data Lake
Aggregation of data facts on key dimensions to enable higher query performance but across less
dimensions
Monitor the daily loading and transformation of the data source into the Data Warehouse and
Data Lake
Implement necessary changes as needed to script for the loading and transformation of the data
source j
Data cleaning and reloading as necessary of Data Warehouse from Data Lake
2.2. Setup Managed Data Platforms. The Vendor will allocate and configure the data lake, data
warehouse and business intelligence interface concurrent with the use cases definition defined in
`Scope Use Cases'. Client's development users will be set-up and permissions will be
determined based on need. This will create the software portion of the Data as a Service model
and ensure governance is defined around data permissions and access. This will happen
concurrent to `Scope Use Cases'.
2.3. Scope Use Cases. The Vendor will guide the Client to scope the appropriate use cases for each
business process and reporting need, based on the following:
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2.3.I.Priori . (a)Divisional Priority—If data is required by multiple departments versus
individual departments(b)Data Use—If data is required for an approaching deadline or
mandate(c)Data Facilitation—If data availability will be an issue for a specific system
based on ownership.
2.3.2.Solution. (a)Design Requirements—Length of time needed to ensure the `curated' or
modeled data is accurate after processing(b)Complexity—Length of time to import and
model data elements based on business requirements.
2.4. Data Inte ragr tion. Vendor and the Client will prioritize the data sources based on the process
requirements defined in the `Scope Use Cases' step. During integration,Vendor will develop the
infrastructure of the cloud-based file system and the raw data storage governance that allows for
the most advantageous manner of data import for long-term operation and support and
facilitation for long-term business process change. The Client and Vendor will determine,for
each data source,the location of data and a process methodology to export periodically or stream
the data for staging in the raw data storage environment. As such this provides the ability to
break down the modeled data storage at any time and rebuild it from the raw data,if a business
process determines that more data elements are required in the future.
2.5. Data Transform.Vendor and Client will leverage the scoping documentation from the earlier
step, `Scope Use Cases',to determine the appropriate datasets to read from the raw data storage
into the modeled data storage. Vendor will develop the appropriate curated schema for the
dataset,the software for transformation,validating and cleaning of data as well as the loading of
data into the warehouse. Vendor will develop tests and logging of this process to catch
anomalies and performance issues at the time of execution. Vendor will monitor the process and
provide maintenance to the software, schema,tests and logging as needed to fulfill the use cases.
If, and when,a use case or source data's structure, definition or quality materially change to
make normal maintenance unmanageable Vendor will engage with the Client to sunset this
transformation,re-scope and propose a new project to meet the needs of the use case.
2.6. Business Intelligence Modeling, The Vendor will model or update the business intelligence
schema for the data source(s)to support the use cases defined with the Client. The business
intelligence schema will abstract the modeled data storage to give analysts and business users
access to the data through visual tools to build reports,dashboards, and analytics. Once
implemented,Vendor will provide ongoing maintenance to the schema in support of changes to
data,new discoveries about data characteristics and reasonable changes to the use case,business
process and data governance. When a use case or source data's structure, definition or quality
materially change to make normal maintenance of the business intelligence schema
unmanageable,Vendor will engage with the Client to sunset this schema,re-scope and restart the
process with`Scope Use Cases'. Once the business intelligence schema is implemented and
available,Vendor will then work with the Client to implement user access based on the data
governance defined in `Scope Use Cases'.
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2.7. Execution Timeline(per Use Case).
Scope Use Cases E Data Integration I N" Data Transform
•2 Weeks •4 Weeks •3 Weeks •4 Weeks
2.8. Training. The Client will receive user training on BI Users use of Business Intelligence interface
to run queries, create reports,create dashboards, and schedule these on the BI modeled data.
Admin Users will be trained to access advanced features of BI interface,the underlying modeled
data schema structure, and how to query data directly from the modeled data schema using
alternative external clients.
2.9. Support.
2.9.1.Response Time: Any ticket will be answered within a maximum of one(1)business day.
2.9.2.Supported activities: Technical issues of Performance, Query Failure,Data Availability.
Training and usage issues questions. Data warehouse refresh of new fields.
2.9.3.Methods of contact: CRM tickets
2.10. Maintenance and Upkeep
2.10.1. Long Running Queries: The Vendor will actively monitor the system for long running
queries to ensure data credits are utilized most effectively.Additionally, query
optimizations will be reviewed regularly.
2.10.2. Warehouse Upkeep: Data Warehouses will be purged and reloaded as necessary to
support loading of new data elements into the warehouse model.
2.10.3. Lake Upkeep: The Data Lake will be purged as needed to facilitate loading of new data
elements from systems or refreshing data from systems.
2.10.4. Data Maintenance: The Vendor will monitor and provide maintenance to the software,
schema,tests and logging as needed to fulfill the use cases. If, and when, a use case or
source data's structure, definition or quality materially change to make normal maintenance
unmanageable,the Vendor will engage with the Client to sunset this transformation,re-
scope and propose a new project to meet the needs of the use case.
2.11. Performance. The Vendor will proactively,in providing its managed data service,
monitor query times to ensure responsiveness is optimized.As such frequently accessed data
patterns will take priority to optimize over those queries and analysis that are less frequent. It is
normal for common queries and analysis to return in 10 seconds or less,with many in 5 seconds
or less. It may be normal for less optimized and less frequently requested queries to take more
than 10 seconds and in fact take even minutes to finish. The Vendor will make a best effort to
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evaluate slower queries to determine if optimization investments are needed but makes no
guarantee as to the performance of specific queries.
3. Term. This Agreement shall commence upon the date signed by the Client below("Effective Date")
and shall expire no later than May 08, 2025 ("Expiration Date"),unless terminated earlier in
accordance with the provisions of this Agreement or otherwise extended by the parties.After the
initial annual period,this Agreement reverts to a perpetual monthly subscription.The Client shall
provide Vendor with written notice of its intent to terminate with at least thirty(30)days prior written
notice.
4. Compensation. Client shall pay Vendor One Hundred and Sixty Thousand dollars for the first year
of service ($160,000.00) within 70 days of signing the contract in accordance with the provisions of this
Agreement. Vendor shall not perform any additional services for Client not specified by this Agreement
unless Client requests and approves in writing the additional costs for such services. Client shall not be
liable for any additional expenses of Vendor not specified by this Agreement unless Client first approves
such expenses in writing. Client agrees to pay all invoices of Vendor within thirty (30) days of receipt of
such invoice.
5. Pricing and Payment Terms. Sixty (60) days before the end of the first year of the agreement the
Vendor will invoice for the prepayment of the first month of service of the second year, if the Client
does not terminate the service, Client shall pay or prepay the Vendor the fees as set forth in Exhibit B,
6. The Monthly Data as a Service and any additional storage or usage fee shall be paid each month in
advance for that month and shall be invoiced by the Vendor at the beginning of each month and shall
be due and payable at the beginning of each month. The fee may not be pro-rated.
6.1. Maximum Allowed Storage and Usage. The Vendor managed data service offering is highly
scalable by adding Storage, CPU and Schema optimization as needed to support very large data
sets and usage by the Client users. If the maximums are exceeded, via an Addendum to this
contract, the Client may engage the Vendor to purchase more storage for the Data Lake and/or
Warehouse,BI Users, CPU Credits and external client connections.
1 . Total Storage IOTB
1 . Total Storage IOTB
1 . Total Monthly CPU credits* 500 CPU credits*
Users 5 users
Users/Connection 10 users or connections ammi
6.2 CPU Credits. When a warehouse is suspended, it does not accrue any credit usage. A credit is
equivalent to a portion of processor run-time;the credit numbers are for a full hour of usage;however,
credits are billed per-second, with a 60-second (i.e. 1-minute) minimum. These credits are billed
based on new queries ran against the database that are either unique or refresh the datasets within a
BI template. Additionally,credits will be utilized during the ingestion of new datasets.
We strive to use as lean of warehouse as possible to pass these savings on to you.This means when possible
we define our warehouse to be as small a number of CPU's as possible (As in a single CPU). But we do
have to scale up some types of loads to multiple CPU's and then the credit usage is multiplied by the number
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of CPU's running in parallel. It is only with years of experience and observation are we able to model this
usage to make it commercially available in a managed service.
Typical usage patterns we see:
Ingest of data—hourly or potentially every few minutes the warehouse is triggered to retrieve new
data from the data lake. These operations typically complete in a few minutes. The less frequent we make
this operation(hourly or even daily)the less credits used. This operation is usually performed with a
single CPU of resources
Transformation of data—typically hourly the warehouse is triggered to aggregate or transform data
in the warehouse. These operations typically complete in a few minutes. This operation is usually
performed with a single CPU of resources
Standard analytics and queries by users—during the workday users(limited number of users)will make
queries throughout the day as they use the BI tools or directly in the warehouse.These queries typically
complete in seconds or a minute leading to a minimum of a minute credit usage. These loads are managed
to optimize performance(we don't want users waiting)so more parallel CPU's may be used at once
which means the CPU credit usage is higher per second for these loads.
Connected Systems—connected external systems making queries can be of concern as they would
be in any environment. Understanding these usage patterns should be investigated by the Client and the
Vendor to find appropriate credit usage as needed. These query loads may require single or multiple
CPU's depending on query speed expectations.
7. Level of Effort. It is expected that the Vendor will perform the majority of work outlined
in Section 2 `Services', however the Client will be required to participate in a number of workshops and
training efforts throughout the process. We expect the following level of effort from the Client:
=- Orrimim N-- 1 0
Water IT 4- 6 Hours A data policy must be determined for the
Initially organization; the Vendor will assist with
11 Affected Divisions/ best practices, but the Client will need to
Management develop this around their own governance
requirements
Affected Division for g_16 Hours/Use The Client will be required to assist in the
Use Case Case organization of the use case scoping
Water IT workshops with the appropriate groups.
The Client will be responsible for setting
Data 8 Hours/Data stored procedures, database connections
Water IT Source and API connectivity to ensure data flows
Integration are available from the necessary systems as
defined by the use cases.
The Client will be required to assist in
Data 4 Hours/Use answering questions related to any data
Transform Water IT Case transform context for the business/use case
and/or organizing the appropriate resources
to answer the questions.
BI N/A N/A N/A
Modeling
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8. Change Orders. If either party wishes to make a change to this Statement of Work, such
party shall propose such change in writing to the other party (a"Change Order"). No Change Order shall
be effective unless signed by both parties.
9. Annual Escalator. An annual escalator of 4% may be applied at the beginning of month
37 and every 12 months afterwards until contract expires or is terminated.
10. Cancellation and Data Return Process. In the event that the Client were to cancel the
managed data service relationship with the Vendor(via section 1 of this Statement of Work),the Client may
elect to pay for the data return service listed in the payment schedule,which would provide a physical device
to the Client with the data and structures intact for copy to a local Fort Worth, Texas location. The Client
shall have 5 days to copy the data from the device; each day over the initial 5 days will incur a $25 / day
charge until the device is returned.
11. Termination.
11.1. Convenience. Either the Client or Vendor may terminate this Agreement at any time and
for any reason by providing the other party with 30 days written notice of termination.
11.2. Breach. If either party commits a material breach of this Agreement, the non-breaching
Party must give written notice to the breaching party that describes the breach in reasonable detail.
The breaching party must cure the breach ten (10) calendar days after receipt of notice from the
non-breaching party, or other time frame as agreed to by the parties. If the breaching party fails to
cure the breach within the stated period of time,the non-breaching party may,in its sole discretion,
and without prejudice to any other right under this Agreement, law, or equity, immediately
terminate this Agreement by giving written notice to the breaching parry.
11.3. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the
Client in any fiscal period for any payments due hereunder, the Client will notify Vendor of such
occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to the Client of any kind whatsoever,
except as to the portions of the payments herein agreed upon for which funds have been
appropriated.
11.4. Duties and Obligations of the Parties. In the event that this Agreement is terminated prior
to the Expiration Date,the Client shall pay Vendor for services actually rendered up to the effective
date of termination and Vendor shall continue to provide the Client with services requested by the
Client and in accordance with this Agreement up to the effective date of termination. Upon
termination of this Agreement for any reason, Vendor shall provide the Client with copies of all
completed or partially completed documents prepared under this Agreement. In the event Vendor
has received access to Client information or data as a requirement to perform services hereunder,
Vendor shall return all Client provided data to the Client in a machine-readable format or other
format deemed acceptable to the Client.
12. Disclosure of Conflicts and Confidential Information.
12.1. Disclosure of Conflicts. Vendor hereby warrants to the Client that Vendor has made full
disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this
Agreement,Vendor hereby agrees immediately to make full disclosure to the Client in writing.
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12.2. Confidential Information. The Client acknowledges that Vendor may use products,
materials, or methodologies proprietary to Vendor. The Client agrees that Vendor's provision of
services under this Agreement shall not be grounds for the Client to have or obtain any rights in
such proprietary products,materials, or methodologies unless the parties have executed a separate
written agreement with respect thereto. Vendor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by the Client ("Client Information") as
confidential and shall not disclose any such information to a third party without the prior written
approval of the Client.
12.3. Public Information Act. Client is a government entity under the laws of the State of Texas
and all documents held or maintained by Client are subject to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
Client shall promptly notify Seller.It will be the responsibility of Seller to submit reasons objecting
to disclosure.A determination on whether such reasons are sufficient will not be decided by Client,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
12.4. Unauthorized Access. Vendor shall store and maintain Client Information in a secure
manner and shall not allow unauthorized users to access,modify,delete or otherwise corrupt Client
Information in any way. Vendor shall notify the Client immediately if the security or integrity of
any Client information has been compromised or is believed to have been compromised,in which
event, Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with the
Client in identifying what information has been accessed by unauthorized means and shall fully
cooperate with the Client to protect such information from further unauthorized disclosure.
13. Right to Audit.
13.1. Vendor agrees that the Client shall,until the expiration of three(3)years after final payment
under this Agreement, have access to and the right to examine at reasonable times any directly
pertinent books,documents,papers and records of the Vendor involving transactions relating to this
Agreement at no additional cost to the Client.Vendor agrees that the Client shall have access during
normal working hours to all necessary Vendor facilities and shall be provided adequate and
appropriate workspace in order to conduct audits in compliance with the provisions of this section.
The Client shall give Vendor not less than 10 days written notice of any intended audits.
13.2. Vendor further agrees to include in all its subcontractor agreements hereunder a provision
to the effect that the subcontractor agrees that the Client shall, until expiration of three (3) years
after final payment of the subcontract,have access to and the right to examine at reasonable times
any directly pertinent books, documents, papers and records of such subcontractor involving
transactions related to the subcontract, and further that Client 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 paragraph. Client shall
give subcontractor not less than 10 days written notice of any intended audits.
14. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as
an independent contractor as to all rights and privileges granted herein, and not as agent, representative or
employee of the Client. Subject to and in accordance with the conditions and provisions of this Agreement,
Vendor shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, contractors and
subcontractors. Vendor acknowledges that the doctrine of respondent superior shall not apply as between
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the Client, its officers,agents,servants and employees,and Vendor,its officers,agents,employees,servants,
contractors and subcontractors. Vendor further agrees that nothing herein shall be construed as the creation
of a partnership or joint enterprise between Client and Vendor. It is further understood that the Client shall
in no way be considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants,
employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants, employees or
subcontractors of Vendor shall be entitled to any employment benefits from the Client. Vendor shall be
responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its
officers, agents, servants, employees or subcontractors.
15. LIABILITY AND INDEMNIFICATION.
15.1. LIABILITY-VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND
ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH,TO ANY AND ALL PERSONS, OF ANY HIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
15.2. INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND THE CLIENT, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL
CLAIMS OR LAWSUITS OF ANY HIND OR CHARACTER, WHETHER REAL OR
ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED
DAMAGE OR LOSS TO VENDOR'S BUSINESS, AND ANY RESULTING LOST
PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS,
AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT,
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,TO THE EXTENT
CAUSED BY THE ACTS OR OMISSIONS OF VENDOR, ITS OFFICERS, AGENTS,
SUBCONTRACTORS,SERVANTS OR EMPLOYEES.
15.3. INTELLECTUAL PROPERTY INFRINGEMENT.
15.3.1. The Vendor warrants that all Deliverables, or any part thereof, furnished
hereunder, including but not limited to: programs, documentation, software, analyses,
applications,methods,ways, and processes (in this Section 8C each individually referred to as a
"Deliverable"and collectively as the"Deliverables,") do not infringe upon or violate any patent,
copyrights,trademarks,service marks,trade secrets,or any intellectual property rights or other
third party proprietary rights,in the performance of services under this Agreement.
15.3.2. Vendor shall be liable and responsible for any and all claims made against the
Client for infringement of any patent,copyright,trademark,service mark,trade secret,or other
intellectual property rights by the use of or supplying of any Deliverable(s) in the course of
performance or completion of,or in any way connected with providing the services,or the Client's
continued use of the Deliverable(s)hereunder.
15.3.3. Vendor agrees to indemnify,defend,settle,or pay,at its own cost and expense,
including the payment of attorney's fees,any claim or action against the Client for infringement
of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property
right arising from Client's use of the Deliverable(s),or any part thereof, in accordance with this
Agreement,it being understood that this agreement to indemnify, defend,settle or pay shall not
apply if the Client modifies or misuses the Deliverable(s).So long as Vendor bears the cost and
9 1 P a g e
expense of payment for claims or actions against the Client pursuant to this section 8, Vendor
shall have the right to conduct the defense of any such claim or action and all negotiations for its
settlement or compromise and to settle or compromise any such claim; however,Client shall have
the right to fully participate in any and all such settlement, negotiations,or lawsuit as necessary
to protect the Client's interest, and Client agrees to cooperate with Vendor in doing so. In the
event Client, for whatever reason, assumes the responsibility for payment of costs and expenses
for any claim or action brought against the Client for infringement arising under this Agreement,
the Client shall have the sole right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however,Vendor shall fully participate and cooperate with the Client in defense of such claim or
action. Client agrees to give Vendor timely written notice of any such claim or action,with copies
of all papers Client may receive relating thereto. Notwithstanding the foregoing, the Client's
assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the
Client under this Agreement.If the Deliverable(s),or any part thereof,is held to infringe and the
use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is
materially adversely restricted, Vendor shall, at its own expense and as Client's sole remedy,
either: (a) procure for Client the right to continue to use the Deliverable(s); or (b) modify the
Deliverable(s) to make them/it non-infringing, provided that such modification does not
materially adversely affect Client's authorized use of the Deliverable(s); or (c) replace the
Deliverable(s) with equally suitable, compatible, and functionally equivalent non-infringing
Deliverable(s) at no additional charge to Client; or (d) if none of the foregoing alternatives is
reasonably available to Vendor,terminate this Agreement,and refund all amounts paid to Vendor
by the Client,subsequent to which termination Client may seek any and all remedies available to
Client under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE
REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN SECTION 10 OF
THIS AGREEMENT.
16. Assignment and Subcontracting.
16.1. Vendor shall not assign or subcontract any of its duties, obligations or rights under this
Agreement without the prior written consent of the Client. If the Client grants consent to an
assignment, the assignee shall execute a written agreement with the Client and the Vendor under
which the assignee agrees to be bound by the duties and obligations of Vendor under this
Agreement.The Vendor and assignee shall be jointly liable for all obligations under this Agreement
prior to the assignment.If the Client grants consent to a subcontract,the subcontractor shall execute
a written agreement with the Vendor referencing this Agreement under which the subcontractor
shall agree to be bound by the duties and obligations of the Vendor under this Agreement as such
duties and obligations may apply. The Vendor shall provide the Client with a fully executed copy
of any such subcontract.
17. Insurance.
17.1. The Vendor shall carry the following insurance coverage with a company that is licensed
to do business in Texas or otherwise approved by the Client:
17.1.1. Commercial General Liability:
17.1.1.1. Combined limit of not less than$2,000,000 per occurrence; $4,000,000 aggregate;
or
17.1.1.2. 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.
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17.1.1.3. Defense costs shall be outside the limits of liability.
17.1.2. Automobile Liability Insurance covering any vehicle used in providing services under this
Agreement, including owned,non-owned, or hired vehicles,with a combined limit of not less than
$1,000,000 per occurrence.
17.1.3. Professional Liability (Errors & Omissions) in the amount of$1,000,000 per claim and
$1,000,000 aggregate limit.
17.1.4. Statutory Workers'Compensation and Employers'Liability Insurance requirements per the
amount required by statute.
17.1.5. Technology Liability(Errors&Omissions)
17.1.5.1. Combined limit of not less than $2,000,000 per occurrence; $4million aggregate
or
17.1.5.2. 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. The umbrella policy shall
cover amounts for any claims not covered by the primary Technology Liability policy. Defense costs
shall be outside the limits of liability.
17.1.5.3. Coverage shall include,but not be limited to,the following:
17.1.5.3.1. Failure to prevent unauthorized access;
17.1.5.3.2. Unauthorized disclosure of information;
17.1.5.3.3. Implantation of malicious code or computer virus;
17.1.5.3.4. Fraud,Dishonest or Intentional Acts with final adjudication language;
17.1.5.3.5. 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 patent, copyright, trade mark or trade
secret, brought against the Client for use of Deliverables, Software or Services provided by Vendor
under this Agreement;
17.1.5.3.6. 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. Technology coverage shall be written to indicate that legal costs and fees are
considered outside of the policy limits and shall not erode limits of liability. Any deductible will be
the sole responsibility of the Vendor and may not exceed $50,000 without the written approval of the
Client. 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 Client to evidence coverage;
and
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17.1.5.3.7. Any other insurance as reasonably requested by Client.
17.2. General Insurance Requirements:
17.2.1. All applicable policies shall name the Client as an additional insured thereon,as its interests
may appear. The term Client shall include its employees,officers,officials, agents,and volunteers
in respect to the contracted services.
17.2.2. The workers' compensation policy shall include a Waiver of Subrogation (Right of
Recovery)in favor of the Client.
17.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage
shall be provided to the Client. Ten (10) days' notice shall be acceptable in the event of non-
payment of premium. Notice shall be sent to the Client's Risk Manager.
17.2.4. 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.
17.2.5. Any failure on the part of the Client to request required insurance documentation shall not
constitute a waiver of the insurance requirement.
17.2.6. Certificates of Insurance evidencing that the Vendor has obtained all required insurance
shall be delivered to and approved by the Client's and Vendor's Risk Management Division prior
to execution of this Agreement.
18. Compliance with Laws Ordinances,Rules and Regulations. Vendor agrees to comply with
all applicable federal, state and local laws, ordinances,rules and regulations. If the Client notifies
Vendor of any violation of such laws, ordinances, rules or regulations, Vendor shall immediately
desist from and correct the violation.
19. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subcontractors and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor's duties and obligations hereunder,it shall not discriminate in the treatment
or employment of any individual or group of individuals on any basis prohibited by law. If any
claim arises from an alleged violation of this non-discrimination covenant by Vendor, its personal
representatives, assigns, subcontractors or successors in interest, Vendor agrees to assume such
liability and to indemnify and defend the Client and hold the Client harmless from such claim.
20. Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its
agents, employees, servants or representatives, (2) delivered by facsimile with electronic
confirmation of the transmission, or (3) received by the other party by United States Mail,
registered,return receipt requested, addressed as follows:
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TO THE CLIENT: TO VENDOR:
Aqua Metric Sales Company Tenon Systems, L.L.0
Attn: Tommy Thirkettle Attn: Laurie Allen
President 322 Groveland Avenue
4050 Flat Rock Drive Minneapolis,MN 55403
Riverside, CA 92505 Facsimile: (612) 782-9716
21. Solicitation of Employees. Neither the Client nor Vendor shall, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment
or employ,whether as employee or independent contractor,any person who is or has been employed
by the other during the term of this Agreement, without the prior written consent of the person's
employer. This provision shall not apply to an employee who responds to a general solicitation or
advertisement of employment by either party.
22. Governmental Powers. It is understood and agreed that by execution of this Agreement,
the Client does not waive or surrender any of its governmental powers.
23. No Waiver. The failure of the Client or Vendor to insist upon the performance of any term
or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver
of the Client's or Vendor's respective right to insist upon appropriate performance or to assert any
such right on any future occasion.
24. Governing Law and Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the
basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County,
Texas or the United States District Court for the Northern District of Texas,Fort Worth Division.
25. Severability. If any provision of this Agreement is held to be invalid, illegal or
unenforceable,the validity, legality and enforceability of the remaining provisions shall not in any
way be affected or impaired.
26. Force Majeure. The Client and Vendor shall exercise their best efforts to meet their
respective duties and obligations as set forth in this Agreement,but shall not be held liable for any
delay or omission in performance due to force majeure or other causes beyond their reasonable
control (force majeure), including, but not limited to, compliance with any government law,
ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural
disasters, wars, riots, material or labor restrictions by any governmental authority, transportation
problems and/or any other similar causes.
27. Headings Not Controlling. Headings and titles used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
28. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed
this Agreement and that the normal rules of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation of this Agreement or
exhibits hereto.
29. Amendments. No amendment of this Agreement shall be binding upon a party hereto
131 Page
unless such amendment is set forth in a written instrument, and duly executed by an authorized
representative of each party.
30. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any
documents incorporated herein by reference, contains the entire understanding and agreement
between the Client and Vendor,their assigns and successors in interest, as to the matters contained
herein.Any prior or contemporaneous oral or written agreement is hereby declared null and void
to the extent in conflict with any provision of this Agreement.
31. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together
constitute one and the same instrument. An executed Agreement, modification, amendment, or
separate signature page shall constitute a duplicate if it is transmitted through electronic means,
such as fax or e-mail, and reflects the signing of the document by any party. Duplicates are valid
and binding even if an original paper document bearing each party's original signature is not
delivered.
32. Warranty of Services. Vendor warrants that its services will be of a professional quality
and conform to generally prevailing industry standards. Client must give written notice of any
breach of this warranty within thirty (30) days from the date that the services are completed. In
such event, at Vendor's option,Vendor shall either (a) use commercially reasonable efforts to re-
perform the services in a manner that conforms with the warranty,or(b)refund the fees paid by the
Client to Vendor for the nonconforming services.
33. Milestone Acceptance. Intentionally deleted.
34. Network Access.
34.1. Client Network Access. If Vendor, and/or any of its employees, officers, agents, servants
or subcontractors(for purposes of this section"Vendor Personnel"), requires access to the Client's
computer network in order to provide the services herein, Vendor shall execute and comply with
the Network Access Agreement.
34.2. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel, requires
access to any federal law enforcement database or any federal criminal history record information
system,including but not limited to Fingerprint Identification Records System("FIRS"),Interstate
Identification Index System ("III System"), National Crime Information Center ("NCIC") er
National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications Systems
("TLETS"), that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20
("CFR Part 20"),for the purpose of providing services for the administration of criminal justice as
defined therein on behalf of the Client or the Fort Worth Police Department,under this Agreement,
Vendor shall comply with the Criminal Justice Information Services Security Policy and CFR Part
20, as amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice
Information Services Security Addendum.No changes, modifications, alterations, or amendments
shall be made to the Security Addendum. The document must be executed as is, and as approved
by the Texas Department of Public Safety and the United States Attorney General.
35. Immigration NationalityAAct. Vendor shall verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form(I-9). Upon request by Client,Vendor shall provide Client with copies
of all 1-9 forms and supporting eligibility documentation for each employee who performs work
141 Page
under this Agreement. Vendor shall adhere to all Federal and State laws as well as establish
appropriate procedures and controls so that no services will be performed by any Vendor employee
who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CLIENT
AND HOLD CLIENT HARMLESS FROM ANY PENALTIES,LIABILITIES,OR LOSSES
DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR,VENDOR'S EMPLOYEES,
SUBCONTRACTORS,AGENTS,OR LICENSEES.Client,upon written notice to Vendor,shall
have the right to immediately terminate this Agreement for violations of this provision by Vendor.
36. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2, if
either Client or Vendor has a claim,dispute,or other matter in question for breach of duty,obligations,
services rendered or any warranty that arises under this Agreement, the parties shall first attempt to
resolve the matter through this dispute resolution process. The disputing party shall notify the other
party in writing as soon as practicable after discovering the claim,dispute,or breach. The notice shall
state the nature of the dispute and list the parry's specific reasons for such dispute. Within ten (10)
business days of receipt of the notice,both parties shall commence the resolution process and make a
good faith effort,either through email,mail,phone conference,in person meetings,or other reasonable
means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in
connection with this Agreement. If the parties fail to resolve the dispute within sixty(60)days of the
date of receipt of the notice of the dispute, then the parties may submit the matter to non-binding
mediation in Tarrant County,Texas,upon written consent of authorized representatives of both parties
in accordance with the Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties.
Each party shall be liable for its own expenses,including attorney's fees;however,the parties shall
share equally in the costs of the mediation.Ifthe parties cannot resolve the dispute through mediation,
then either party shall have the right to exercise any and all remedies available under law regarding the
dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in
accordance with this informal dispute resolution process,the parties agree to continue without delay
all of their respective duties and obligations under this Agreement not affected by the dispute.Either
party may,before or during the exercise of the informal dispute resolution process set forth herein,
apply to a court having jurisdiction for a temporary restraining order or preliminary injunction
where such relief is necessary to protect its interests.
37. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less
than$100,000,this section does not apply.Vendor acknowledges that in accordance with Chapter
2270 of the Texas Government Code, Client is prohibited from entering into a contract with a
company for goods or services unless the contract contains a written verification from the company
that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those
terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor
certifies that Vendor's signature provides written verification to Client that Vendor: (1) does not
boycott Israel; and(2) will not boycott Israel during the term of the Agreement.
38. Reporting Requirements.
38.1. For purposes of this section,the words below shall have the following meaning:
38.1.1. Child shall mean a person under the age of 18 years of age.
38.1.2. Child pornography means an image of a child engaging in sexual conduct or sexual
performance as defined by Section 43.25 of the Texas Penal Code.
15 1 Page
3 8.1.3. Computer means an electronic,magnetic,optical,electrochemical,or other high-speed data
processing device that performs logical, arithmetic, or memory functions by the manipulations of
electronic or magnetic impulses and includes all input, output, processing, storage, or
communication facilities that are connected or related to the device.
38.1.4. Computer technician means an individual who, in the course and scope of employment or
business, installs,repairs,or otherwise services a computer for a fee.This shall include installation
of software,hardware, and maintenance services.
38.2. Reporting Requirement.If Vendor meets the defmition of Computer Technician as defined
herein, and while providing services pursuant to this Agreement, views an image on a computer
that is or appears to be child pornography, Vendor shall immediately report the discovery of the
image to the Client and to a local or state law enforcement agency or the Cyber Tip Line at the
National Center for Missing and Exploited Children.The report must include the name and address
of the owner or person claiming a right to possession of the computer, if known, and as permitted
by law. Failure by Vendor to make the report required herein may result in criminal and/or civil
penalties.
39. Signature Authority. The person signing this agreement hereby warrants that he/she has
the legal authority to execute this agreement on behalf of the respective party,and that such binding
authority has been granted by proper order, resolution, ordinance or other authorization of the
entity. This Agreement, and any amendment(s) hereto, may be executed by any authorized
representative of Vendor whose name,title and signature is affixed on the Verification of Signature
Authority Form,which is attached hereto as Exhibit"A"and incorporate herein by reference.Each
party is fully entitled to rely on these warranties and representations in entering into this Agreement
or any amendment hereto.
40. Survival of Provisions. The parties'duties and obligations pursuant to Section 7.4(Duties
and Obligations), 8 (Disclosure of Conflicts and Confidential Information), Section 9 (Right to
Audit),and Section 11 (Liability and Indemnification)shall survive termination of this Agreement.
41. Reservation of Rights. Client hereby acknowledges and agrees that Vendor Intellectual
Property, as detailed in Section 1.1, (including, but not limited to, the Platform) is protected by
copyright, trademark and other US and foreign laws. Client acknowledges and agrees that this
Agreement does not grant Client any right, title or interest in any Vendor Intellectual Property
(including,but not limited to,the Platform)and that Client does not acquire any ownership interest
in any Vendor Intellectual Property under this Agreement. Client shall not, either directly or
indirectly: (a)transfer, distribute, sell, lease, license, display, assign, disclose, permit time-sharing
of, commercially exploit or otherwise make any aspect or portion of the Platform or Vendor's
software available to a third party; or (b) reproduce, copy, translate, download, modify, adapt,
decompile, disassemble,create derivative works of, or reverse engineer the object code version of,
or otherwise attempt to secure the source code of all or any part of the Platform or Vendor's
software.
42. Feedback.All feedback, ideas or suggestions provided by Client("Feedback") are hereby
perpetually assigned to Vendor automatically upon Vendor's receipt thereof and are deemed to be
Vendor's Confidential Information,as detailed in Section 1.3. Client acknowledges and agrees that
Vendor may use such Feedback for any purpose without any restriction or obligation to Client,even
after this Agreement is terminated. This Section does not limit or affect any rights Client may have
under applicable data protection laws.
161 Page
43. Counterparts; Electronic Copy. This Agreement may be executed in counterparts, each of
which shall be deemed an original, but all of which together shall constitute one and the same
instrument. A facsimile or electronic transmission with facsimile or electronic signatures of this
fully executed Statement of Work constitutes an original and legally binding document.
ACCEPTED AND AGREED:
CLIENT:
Aqua Metric Sales Company
By:
Name: Tommy Thirkettle
Title: President
Date: 05/13/2020
VENDOR:
Tenon Systems, LLC
ULA
TLr -IQur e Allen
Title: jChief Financial Officer
Date: ! ' CLI ' �I ?
fCM SECRETARY'WORTH, `X-------------
�
.._.
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EXHIBIT A
VERIFICATION OF SIGNATURE AUTHORITY
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind the Vendor and to execute any agreement, amendment
or change order on behalf of Vendor. Such binding authority has been granted by proper order,resolution,
ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and
representation set forth in this Form in entering into any agreement or amendment with Vendor. Vendor
will submit an updated Form within ten (10) business days if there are any changes to the signatory
authority. The City is entitled to rely on any current executed Form until it receives a revised Form that has
been properly executed by the Vendor.
1. Name: �Ul��1 �11 k'-v�
Position: U�b
1 Ll
Signature
Na
Signature of President/CEO
Other Title:
Dater 1 ;-O C)
18 Page
EXHIBIT B
As described above in Section 3. Term and Section 4. Compensation: Services provided until the one-year
anniversary of the signing of the agreement will be prepaid within seventy(70)days from contract
signing.At the point of signature,the vendor will provide an invoice to the Client for One Hundred and
Sixty Thousand dollars ($160,000). Sixty days before the end of the first year of the agreement the
Vendor will invoice for the prepayment of the first month of service of the second year, if the Client does
not terminate the service,Client shall pay or prepay the Vendor the fees as set forth below:
Monthly Service Fee
Includes Price
After first year of agreement
12 new use cases per year
6 new datasets per year(includes Integration,Loading,
Monthly Data as a Service BI Modeling)
5 named BI Users $12,500.00/month'
Support
Maintenance
Usage and storage limits as specified
Fees for Additional Services
Additional Storage 2.5 TB $250 /month
Additional Usage 125 CPU credits $2,000/month
Training(Per Onsite Visit) 3-day onsite training session $10,000.00
3rd Party BI Modeling and Modeling to support other BI Tools not provided as part
I Implementation(Per Dataset) $10,000.00
(optional) of this solution
!REST or GraphQL API to
I query warehouse(per Dataset) API configuration and calls list $5,000.00
(optional)
l At time of cancelation provide a device with all client
Cancelation data return fee data for return to the client $1,000.00
Cancelation data return storage j
1$25.00/day
device daily overage charge
$20,000.00—No
Additional Use Cases(per Use Provide support for additional use case implementation 'New Datasets
E Case) after the annual 12 use cases have been scoped $45,000.00—New
Datasets
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