HomeMy WebLinkAboutContract 55838DocuSign Envelope ID: E878F1CB-2AA5-4674-B6C2-2F6338BCAF93
END USER LICENSE AGREEMENT
BETWEEN
THE CITY OF FORT WO TH
AND
UDEMY, INC.
CSC No. 55838
This Master Services Agreement ("Agreement") governs the access and use of Udemy for
Business and Udemy for Government and is entered into by and between Udemy, Inc., ("Udemy")
and the City of Fort Worth ("Customer"), collectively the "parties", for a purchase of licenses.
The Agreement documents shall include the following:
1. This Master Services Agreement Terms and Conditions;
2. The Order Form;
1. Definitions. As used in this Agreement, the following terms have the meaning set forth below.
a) "Affiliate" means any entity that directly or indirectly controls, is controlled by, or is
under common control with the subject entity.
b) "Customer" means the City of Fort Worth.
c) "Courses" means the online courses provided by Udemy as part of the Services.
d) The "Fees" means the amounts payable by Customer to Udemy for access to the
Services.
e) "Order Form"means the ordering document mutually executed by Udemy and
Customer, including electronic orders submitted by Customers purchasing the Team Plan version
of the Services, specifying: (1) the Fees payable by Customer to Udemy for provision of the
Services, (2) the duration of the Services to be provided by Udemy to Customer, (3) the number
of Users authorized to access the Services, and (4) other billing and payment information regarding
Udemy's provision of the Services to Customer.
�"Personal Data" means any personal data that Customer submits into the Services.
g) The "Services" means Udemy for Business or Udemy for Government, a platform for
online education provided by Udemy that includes the Courses.
h) "Udemy" means Udemy, Inc., or one of its affiliates.
i) "Users" means the employees and contractars that Customer authorizes to access and
use the Services.
2. Provision of the Services. Udemy agrees to make the Services available to Customer, its
Affiliates, and its Users pursuant to the terms of this Agreement, and as specified in an Order
Form. Where an Affiliate enters into its own separate Order Form governed by this Agreement,
then for purposes of that Order Form, the Afiiliate shall be considered "Customer". In the event
Customer is purchasing a subscription to the "Team Plan" version of the Services, then Customer
Addendum
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
DocuSign Envelope ID: E878F1CB-2AA5-4674-B6C2-2F6338BCAF93
acknowledges and agrees that certain features generally available in the Services may not be
available to Customer.
3. Restrictions.
a) Customer shall not, nor shall it permit its Users to:
i. Copy, distribute, create derivative works, hack, or modify the Services or any of
the Courses,
ii. Input any inappropriate, infringing, offensive, racist, hateful, sexist, pornographic,
defamatory ar libelous content into the Services,
iii. Scrape, spider, or utilize other automated means of any kind to access the Services,
including but not limited to accessing API endpoints for which Customer or its
Users have not been provided authorization by Udemy,
iv. Use the Services in order to build a competitive product to the Services,
v. Share login access to the Services among multiple individuals, transfer a User
license (except in connection with a change of job assignment or termination of
employment), or otherwise permit any party other than the Users to use the
Services,
vi. Introduce any computer code, file, or program that may damage the Services,
vii. Use the Services in any manner that is unlawful or that infringes the rights of others,
or
viii. Permit any individual that is under the age of 13 years old to use the Services.
ix. Use Udemy's APIs with any third party without prior written approval (certain third
parties currently have pre-approval as provided within Udemy's API
documentation).
b) Customer represents and warrants that neither it nor its Users are (a) located in, or a
resident of, any country that is subject to applicable U.S. trade sanctions or embargoes (such as
Cuba, Iran, North Korea, Sudan, ar Syria), or (b) a person ar entity who is named on any U.S.
government specially designated national or denied-party list. Customer shall not permit any User
to access or use the Services in a U.S. embargoed country or in violation of any U.S. export law
or regulation
4. Violations of Restrictions. In the event that Udemy determines that Customer ar any of its
Users has violated the restrictions set forth in Section 3 above, Udemy may notify Customer of
such violation and allow customer a 10 day cure period to remedy such violation. If Customer fails
to cure such remediable violation, then Udemy may terminate or suspend access to the Services
for Customer or the relevant Users. Irrespective of the cure period stated above, Udemy reserves
the right in its sole discretion to terminate or suspend access to the Services for Customer or the
relevant Users, at any time, if immediate action is required to address imminent potential harm or
damages.
5. Taxes. The Fees and other amounts required to be paid hereunder do not include any amount
for taxes, including any applicable sales, use, excise, or other transaction-based tax ("Taxes") ar
levy (including interest and penalties). Customer agrees to pay all amounts payable under this
Agreement free and clear of all deductions or withholdings or rights of counter claim or set-off,
unless required by law. If a deduction or withholding is so required, then Customer agrees to pay
Addendum Page 2 of 10
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such additional amount as to ensure that the net amount received and retained by Udemy equals
the full amount that Udemy would have received had the deduction or withholding not been
required. Customer shall reimburse Udemy and hold Udemy harmless for Taxes or levies to which
Udemy is required to collect or remit to applicable taX authorities. This provision does not apply
to Udemy's income, franchise and employment taxes or any taxes for which Customer is exempt
provided Customer has furnished Udemy with a valid tax exemption certificate. To the extent a
taxing authority changes their position or taxing policy requiring Udemy to collect a Tax or levy
from Customer, Udemy will add the Tax or levy to the Customer invoice.
6. Confidentiality.
a) Scope of Confidentiality. Each party agrees that all code, inventions, know-how, or
business, technical, and financial information disclosed to such party ("Receiving Party") by the
disclosing party ("Disclosing Party"), constitute the confidential information of the Disclosing
Party ("Confidentiallnformation"), provided that it is either identified as confidential at the time
of disclosure. Personal Data is considered Confidential Information. Confidential Information will
not, however, include any information that: (1) was publicly known and made generally available
in the public domain prior to the time of disclosure by the Disclosing Party, (2) becomes publicly
known and made generally available after disclosure by the Disclosing Party to the Receiving Party
through no action or inaction of the Receiving Party, (3) is already in the possession of the
Receiving Party at the time of disclosure by the Discloser, (4) is obtained by the Receiving Party
from a third party without a known breach of the third party's obligations of confidentiality, or (5)
is independently developed by the Receiving Party without use of or reference to the Confidential
Information. However, Customer is a government entity under the laws of the State of Texas and
all documents held or maintained by Customer are subject to disclosure under the Texas Public
Information Act. In the event there is a request for information considered confidential, as
discussed above, Customer shall promptly notify Udemy. It will be the responsibility of Udemy to
submit reasons objecting to disclosure. A determination on whether such reasons are sufficient
will not be decided by Customer, but by the Off'ice of the Attorney General of the State of Texas
ar by a court of competent jurisdiction.
b) Non-Use and Non-Disclosure. Except as expressly authorized herein or as necessary to
perform its obligations hereunder, the Receiving Party agrees to: (1) not disclose any Confidential
Information to third parties, and (2) not use Confidential Information for any purpose other than
as necessary to exercise its rights or perform its obligations hereunder.
c) Processing of Personal Data. Notwithstanding the provisions of this section, Customer
agrees that Udemy may process Personal Data as necessary for: (1) starage and processing in
accordance with the Agreement and applicable Order Form(s); (2) processing initiated by Users in
their use of the Services; and (3) processing to comply with other documented reasonable
instructions provided by User (e.g. via email or support tickets) where such instructions are
consistent with the terms of the Agreement. To the extent that Customer is subject to a local data
privacy law (including but not limited to the General Data Protection Regulation or the California
Consumer Privacy Act), then Customer agrees to request from Udemy a data protection agreement
prior to providing any Personal Data to Udemy.
7. Term and Termination.
Addendum Page 3 of 10
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a) Duration of Term. The Agreement shall become effective upon the signing of the
Agreement by an Assistant City Manager of the Customer (the "Effective Date") and shall eXpire
June 30, 2022 (the Expiration Date"), unless terminated earlier in accordance with the provisions
of the Agreement or otherwise extended by the parties. If the Customer issues a Purchase Order
for Udemy for Business, the Agreement and this Addendum shall renew automatically for an
additional year. This agreement may be renewed for an unlimited number of annual renewal terms,
each renewal term requiring its own Purchase Order issued by Customer. Customer shall provide
Udemy with written notice of its intent to renew at least thirty (30) days prior to the end of each
term. If Customer does not issue a Purchase Order for the software, as indicated above, the
agreement will terminate automatically at the end of the existing term.
b) Termination.
i. Breach. If either party commits a material breach of the 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 thirty (30)
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 the Agreement, law, or equity,
immediately terminate this Agreement by giving written notice to the breaching
party.
ii. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by
Customer in any fiscal period for any payments due hereunder, Customer will
notify Udemy of such occurrence and the Agreement shall terminate on the last day
of the fiscal period for which appropriations were received without penalty or
expense to the Customer of any kind whatsoever, except as to the portions of the
payments herein agreed upon for which funds have been appropriated.
iii. Duties and Obli,gations of the Parties. In the event that the Agreement is terminated
prior to the Expiration Date, Customer shall pay Udemy far services actually
rendered up to the effective date of termination and Udemy shall continue to
provide Customer with services requested by Customer and in accordance with the
Agreement up to the effective date of termination. Upon termination of the
Agreement far any reason, Udemy shall provide Customer with copies of all
completed or partially completed documents prepared under the Agreement. In the
event Udemy has received access to Customer information or data as a requirement
to perform services hereunder, Udemy shall return all Customer provided personal
data to Customer in a machine readable format or other format deemed acceptable
to Customer.
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8. WARRANTY DISCLAIMER. EXCEPT AS OTHERWISE AGREED UPON BY THE
PARTIES, UDEMY PROVIDES THE SERVICES AS-IS AND DISCLAIMS ALL
WARRANTIES RELATING TO THE SERVICE, EXPRESS, OR IMPLIED, INCLUDING BUT
NOT LIMITED TO, ANY WARRANTIES RELATING TO MERCHANTABILITY,
ACCURACY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR
AVAILABILITY.
9. Limitation of Liabilities.
a) NEITHER PARTY WILL BE LIABLE WITH RESPECT TO ANY SUBJECT
MATTER OF THIS AGREEMENT OR RELATED TERMS AND CONDITIONS UNDER ANY
THEORY OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY FOR:
(1) ANY INDIRECT, INCIDENTAL, PLTNITIVE, OR CONSEQUENTIAL DAMAGES, OR (2)
ANY AMOUNTS IN EXCESS OF THE FEES PAID OR PAYABLE BY CUSTOMER TO
UDEMY IN THE 12 MONTHS PRIOR TO THE DATE THE RELEVANT CLAIM AROSE.
10. Indemnification.
a) Udemy's Indemnification Obli at� ions. Udemy agrees to defend Customer for all third
party claims arising from an allegation that Customer's use of the Services as permitted under this
Agreement infringes upon a third party's intellectual property rights ("Claim Against Customer"),
and indemnify Customer from any damages, reasonable attorney fees, and costs incurred by
Customer as a result of a Claim Against Customer. In the event that the Services become subject
to a third-party intellectual property claim, or Udemy believes that the Services will become
subject to such a claim, then Udemy may elect to: (1) modify the Services so that they are no
longer allegedly infringing, (2) obtain a license for Customer's continued use of the Services, or
(3) terminate this Agreement ar any applicable Order Forms, and provide Customer a pro-rated
refund for Services not rendered past the termination date.. Udemy 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 Customer for infringement of any patent, copyright, trade mark,
service mark, trade secret, or other intellectual property right arising from Customer'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
Customer modifies or misuses the Deliverable(s). So long as Udemy bears the cost and
expense of payment for claims or actions against the Customer pursuant to this section 8,
Udemy 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, Customer shall have the right to fully participate in any and all such settlement,
negotiations, or lawsuit as necessary to protect the Customer's interest, and Customer agrees
to cooperate with Udemy in doing so. In the event Customer, for whatever reason, assumes
the responsibility for payment of costs and expenses for any claim or action brought against
the Customer for infringement arising under this Agreement, the Customer 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, Udemy shall
fully participate and cooperate with the Customer in defense of such claim or action.
Customer agrees to give Udemy timely written notice of any such claim or action, with copies
of all papers Customer may receive relating thereto. Notwithstanding the foregoing, the
Addendum Page 5 of 10
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Customer's assumption of payment of costs or expenses shall not eliminate Udemy's duty to
indemnify the Customer 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, Udemy shall, at its own expense
and as Customer's sole remedy, either: (a) procure for Customer 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 Customer'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 Customer;
or (d) if none of the foregoing alternatives is reasonably available to Udemy, terminate this
Agreement, and refund all amounts paid to Udemy by the Customer, subsequent to which
termination Customer may seek any and all remedies available to Customer under law.
UDEMY'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE
INSURANCE COVERAGE REQUIRED BY CUSTOMER.
c) Requirements for Indemnification. In order for the indemnification obligations
hereunder to apply, the party seeking indemnification must: (1) promptly tender a claim for
indemnification, (2) allow the indemnifying party sole control of the defense or settlement of the
underlying claim, and (3) reasonably assist with any defense or settlement of the underlying claim
at the indemnifying party's request and expense.
1 l. Anti-Corruption. Neither party has received or been offered any illegal or improper bribe,
kickback, payment, gift, or thing of value from an employee or agent of the other party in
connection with this Agreement. Reasonable gifts and entertainment provided in the ordinary
course of business do not violate the above restriction. Upon learning of any violation of this
restriction, Customer agrees to promptly notify Udemy's legal department, by
emailing le�al(a�udem, .�.
12. Force Maieure. Neither party will be liable for any failure or delay in the performance of its
obligations hereunder to the extent caused by a condition that is beyond a party's reasonable
control, including but not limited to natural disaster, civil disturbance, acts of terrorism or war,
labor conditions, failure by a third party hosting provider or utility provider, governmental actions,
interruption or failure of the Internet or any utility seroice, ar denial of service attacks.
13. Severabilitv. If any provision of this Agreement is held by a court of competent jurisdiction
to be contrary to law, the provision shall be deemed null and void, and the remaining provisions
of this Agreement shall remain in effect.
14. Governing Law Venue. The 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 laws provisions. Venue for any suit brought under the Agreement
shall be in a court of competent jurisdiction in Tarrant County, Texas.
15. Entire Agreement. This Agreement constitutes the entire agreement between the parties
pertaining to the subject matter hereof and supersedes all prior or contemporaneous oral or written
communications, proposals, and representations with respect to its subject matter. This Agreement
and any mutually executed Order Forms shall apply in lieu of the terms or conditions in any
purchase arder or other documentation that Customer provides, and all such terms and conditions
are null and void and superseded by this Agreement and any mutually executed Order Forms. This
Addendum Page 6 of 10
DocuSign Envelope ID: E878F1CB-2AA5-4674-B6C2-2F6338BCAF93
Agreement, or any part thereof, may be modified by Udemy at any time, including the addition or
deletion of terms at any time, and such modifications, additions or deletions will be effective
immediately upon posting.
16. Network Access.
a. Customer Network Access. If Udemy, and/or any of its employees, officers, agents,
servants or subcontractors (for purposes of this section "Udemy Personnel"), requires access to the
Customer's computer network in order to provide the services herein, Udemy shall execute and
comply with the Network Access Agreement which is attached hereto as Exhibit "A" and
incorporated herein for all purposes.
b. Federal Law Enforcement Database Access. If Udemy, or any Udemy 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") or 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 Customer or the Fort Worth
Police Department, under the Agreement, Udemy 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.
17. Immigration Nationality Act. Udemy shall verify the identity and employment eligibility
of its employees who perform work under this Agreement in the United States, including
completing the Employment Eligibility Verification Form (I-9). Udemy shall adhere to all
applicable Federal and State laws as well as establish appropriate procedures and controls so that
no services will be performed by any Udemy U.S. based employee who is not legally eligible to
perform such services. UDEMY SHALL INDEMNIFY CUSTOMER AND HOLD CUSTOMER
HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS
OF THIS PARAGRAPH BY UDEMY, UDEMY' S EMPLOYEES, SUBCONTRACTORS,
AGENTS, OR LICENSEES. Customer, upon written notice to Udemy, shall have the right to
immediately terminate this Agreement for violations of this provision by Udemy.
18. No Boycott of Israel. If Udemy has fewer than 10 employees or the Agreement is for less
than $100,000, this section does not apply. Udemy acknowledges that in accordance with Chapter
2270 of the Texas Government Code, Customer is prohibited from entering into a contract with a
company for goods or services unless the contract contains a written veriiication 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, Udemy certifies that
Udemy's signature provides written verification to Customer that Udemy: (1) does not boycott
Israel; and (2) will not boycott Israel during the term of the Agreement.
Addendum Page 7 of 10
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19. Right to Audit. Udemy agrees that Customer shall, until the expiration of three (3) years
after final payment under the Agreement, have access to and the right to examine any directly
pertinent books, documents, papers and records of Udemy involving transactions relating to the
Agreement. Udemy agrees that Customer shall have access during normal working hours to all
necessary Udemy facilities and shall be provided adequate and appropriate workspace in order to
conduct audits in compliance with the provisions of this section. Customer shall give Udemy
reasonable advance notice of intended audits, provided that the parties agree on the timing,
methodology, and scope of the audit in writing, and provided further that the cost of the audit is
borne on Customer.
20. Linked Terms and Conditions. If the Agreement contains a website link to terms and
conditions, the linked terms and conditions located at that website link as of the effective date of
the Agreement shall be the linked terms and conditions referred to in the Agreement. To the extent
that the linked terms and conditions conflict with any provision of either this Addendum or the
Agreement, the provisions contained within this Addendum and the Agreement shall control. If
any changes are made to the linked terms and conditions after the date of the Agreement, such
changes are hereby deleted and void. Further, if Udemy cannot clearly and sufficiently demonstrate
the exact terms and conditions as of the effective date of the Agreement, all of the linked terms
and conditions are hereby deleted and void.
2 L Insurance. Customer agrees that insurance coverage provided to Customer by Udemy is
sufficient for purposes of the Agreement only.
22. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and
agreed that all obligations of Customer hereunder are subject to the availability of funds. If such
funds are not appropriated or become unavailable, City shall have the right to terminate the
Agreement except far those portions of funds which have been appropriated prior to termination.
Addendum Page 8 of 10
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(signature page follows)
Addendum Page 9 of 10
DocuSign Envelope ID: E878F1CB-2AA5-4674-B6C2-2F6338BCAF93
ACCEPTED AND AGREED:
CUSTOMER:
City of Fort Worth
�,���� 1�iI��Ai�J/4n
BValerie Washington (Jun 11, 2 8:49 CDT)
Y'
Name: Valerie Washington
Title: Assistant City Manager
Date: J U rl 11� 2�21
Approval Recommended:
'�� I
By:
Name: Kevin Gunn
Title: Director, IT Solutions
Attest:
By: ����"���r
Name: Mary J. Kayser
Title: City Secretary
UDEMY, INC.:
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Contract Compliance Manager:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
B�I: � arghesc J 1, 2 2111:12 CDT)
.l
Name: Alex Varghese
Title: Sr. IT Solutions Manager
Approved as to Form and Legality:
�c��P-a�i,t
By:
Name: Taylor Paris
Title: Assistant City Attorney
Contract Authorization:
M&C: NA
Udemy, Inc.
DocuSigned by:
�/�/
A6A35293F77B40D...
Y'
Name: Sean Masterman
Title: Vice PrPGiriPnt - FntPr�rise Sales,
Date: 06/04/2021
�FFICIAL RECORD
CITY SECRETARY
Addendum
FT. WORTH, TX
DocuSign Envelope ID: E878F1CB-2AA5-4674-B6C2-2F6338BCAF93
Udemy
for Business
Offer valid through
Proposed by:
Email:
6/1 /2021
John Ferrell
john.ferrell@udemy.com
End User �icense Agreement for City of Fort Worth
.. . . . . .
A�@X �/argil2S@ SHI International Corp
Sr. IT Solutions Manager - Infrastructure 290 Da��ason a�e
Somerset, NJ 08873
Engineering - 214-282-4238 VendorInvoices@SHLcom
200 Texas St, Fort Worth, TX 76102
Additional Terms and Conditions
• Services under this Order Form are provided pursuant to the Subscription Agreement located at https://www.udemy.com/terms/ufb/,
unless the parties have executed a separate agreement to govern Udemy's provision of the services.
• The Fees section of the Subscription Agreement will not apply to this Order Form. Customer agrees that it will make full payment for its
use of the Services to SHI International Corp. (Reseller) with which it is contracting. Udemy reserves the right to suspend or terminate
access to the Services, in the event that Udemy does not receive full payment from the Reseller on Customer's behalf.
City of Fort Worth
SI Il[atUf2. SIC�IIatUf2. DocuSigned by:
��/� � � � • � �� �i
Valerie Washington (Jun 11, 2 8:49 CDT)
Name: Name: Sean Masterman
Valerie Washington
Title: Assistant City Manager Title:
Vice President - Enterprise Sale ,
Date: Date: 06/04/2021
J u n 11, 2021
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