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HomeMy WebLinkAboutContract 56419 CSC No.56419 MASTER SOFTWARE AND SERVICES AGREEMENT This Master Agreement("Agreement") is effective as of Oct 4,2021 , (the "Effective Date") by and between Assima, Inc., a Delaware corporation, having its principal place of business at 3348 Peachtree Rd NE #700 Atlanta, GA 30326 ("Assima"), and City of Fort Worth, a Texas municipality, having its principal place of business at 200 Texas St,Fort Worth,TX,76102. ("Customer"). The terms and conditions of this Agreement will apply to all software, services, and work product Assima provides to Customerduring the term of this Agreement. This Agreement hereby incorporates by reference the attached General Terms and Conditions (the"General Terms and Conditions," or"GTC") and each schedule agreed upon by the parties that contains the specific terms and conditions applicable to the types of software or services Assima will provide to Customer(each, a"Schedule"). The Schedule or Schedules the parties have agreed upon as of the Effective Date are indicated below and attached to this cover page, along with the GTC. SCHEDULE NAME Software Subscription Professional Services Schedule Hosted Technology Services Schedule Assima, Inc. City of Fort Worth By: By:Valerie Washington(Oct 4,202111:00 CDT) Name: Mike Brazerol Name: Valerie Washington Title: Director Title:Assistant City Manager From time to time, the parties may agree upon additional terms and conditions that relate to software or services Assima will provide to Customer after the Effective Date of this Agreement. The parties will set forth such additional terms and conditions in one or more additional Schedules that reference this Agreement and contain the specific terms and conditions applicable to such products or services. The parties will sign an amendment to incorporate each such Schedule into this Agreement. Each Schedule agreed upon by the parties,whether on the Effective Date or by a subsequent amendment, shall constitute a part of this Agreement. IN WITNESS WHEREOF, the parties, through their respective duly authorized officers, have executed this Agreement effective as of the Effective Date, OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX General Terms and Conditions ARTICLE 1 DEFINITIONS 1.1 Affiliate. The term "Affiliate" means any entity that controls, is controlled by, or is under common control with a party. For purposes of this Agreement, "control" means possessing, (i) directly or indirectly, the power to direct or cause the direction of the management, policies or operations of an entity, whether through ownership of voting securities, by contract or otherwise; or (ii) the ownership of, or the power to vote, at least thirty percent (30%) of the voting stock, shares or interests of such entity. An entity that otherwise qualifies under this definition will be included within the meaning of"Affiliate"even though it qualifies after the execution of this Agreement. Such entity shall be deemed to be an "Affiliate" only so long as such relationship with the applicable party exists. 1.2 Agreement. The term "Agreement" means this Master Agreement, the Schedules hereto, any Ordering Documents, and any applicable attachments, exhibits or duly executed amendments thereto. Any reference to "Agreement" includes reference to any of the transaction documents listed herein as may be applicable. 1.3 Assima Materials. The term "Assima Material or Assima Materials" means any works, materials, software, documentation, methods, apparatus, systems and the like, and all rights and proprietary interests therein, that existed (a) prior to and independent of performance of any obligation hereunder, (b) created or acquired by Assima during the term but outside the scope of this Agreement, or (c) owned by a third party. For purposes of clarity, Software, Configurations, Hosted Technology Services and all related documentation are Assima Materials. 1.4 Author(s). The term "Author(s)" means a User that has the rights to use the Software to create content. 1.5 Confidential Information. The term"Confidential Information" means all information disclosed by a party("Disclosing Party")to the other party("Receiving Party"),whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information of each party includes the terms and conditions of this Agreement(including pricing), as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that(i)is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a third party without breach of any obligation owed to the Disclosing Party,or(iv)was independently developed by the Receiving Party. 1.6 Configuration. The term"Configuration" means modification or extension of Assima's computer programs. 1.7 Delivery Date. The term "Delivery Date" means the date specified in the applicable Order on which Assima will deliver Software, or provide a Service, to Customer. 1.8 Documentation. The term "Documentation" means the user, operations and training manuals, as well as any specifications reviewed by Customer, concerning the Software, Hosted Technology Services, and applicable Work Product, as further described herein. 1.9 End Users(s). The term "End User(s)" means an individual who is authorized to access the Software to consume its content. 1.10 Error. The term "Error" means a material nonconformity of Software from its Documentation or other material defect, malfunction or deficiency. 1.11 Hosted Technology Services. The term "Hosted Technology Services" means the hosted Assima technology solution, software and related services made available to Customer as part of a Software subscription and specifically set forth in an Order. 1.12 Intellectual Property Rights. The term"Intellectual Property Rights" means all of the following in any jurisdiction throughout the world and whether existing now or in the future: (a) patents and patent disclosures; (b) copyrights and copyrightable works; (c)trademarks, service marks, trade dress, trade name, logos, and other designations a party uses in connection with its business (whether registered or unregistered); (d)trade secrets and know-how; (e) mask work rights; (f) moral rights; (g) rights of publicity; (h)any other proprietary or intellectual property rights; and (i) registrations and applications for any of the rights listed in in this section. 1.13 Maintenance Services. The term"Maintenance Services"means the technical support services provided by Assima or its affiliates to support Customer's use of the Software. Maintenance includes error-corrections, patches, bug fixes and Updates. It also includes updates to the Documentation. Support through the Support Centre, including telephone consultation. Support services are provided Monday — Friday between the hours of 9am to 5pm EST. Maintenance Services do not include the supply of products which are sold as new, upgrades and separate products or separately priced options. Nor do Maintenance Services include support for operating systems or other third-party programs. The maintenance process is further described in the applicable Schedule and Ordering Document and any attachments thereto. 1.14 Order or Ordering Document. The term"Order"or"Ordering Document" means, Statement of Work, Statement of Services, or other ordering document Customer or any of its Affiliates issues for purposes of acquiring Software or Services under this Agreement. With respect to Software and Services acquired for a particular project, such Software and Services may be combined onto one or more Ordering Documents with the project name referenced therein. A project summary shall accompany any combined orders submitted for a project. 1.15 Professional Services. The term "Professional Services" means implementation, consulting, training, and other similar services provided by Assima under this Agreement. 1.16 Personnel. The term"Personnel"means the employees,contractors,subcontractors,and agents of Assima who provide Services or otherwise perform Assima's obligations under this Agreement. 1.17 Representatives. The term"Representatives"means each party's officers,directors,employees, vendors, attorneys, accountants, agents and independent subcontractors (and their employees) and other representatives(each, a"Representative"). 1.18 Services. The term "Services" means the Maintenance Services, Professional Services, and other services identified in an Order. 1.19 Software. The term"Software"means the computer software programs identified in an Order and licensed to Customer. The term"Software"also includes any Updates and other copies of software Assima provides in the course of performing Services, as well as any third-party software embedded or incorporated within, or delivered with,the Software specified in the applicable Order. Configuration or any other modification or addition to the Software made by Assima for use by Customer shall be deemed a component of the Software upon creation. 1.20 Statement of Work or SOW. The terms"Statement of Work"or"SOW"mean a document signed by the parties that describes Professional Services purchased by Customer from Assima under this Agreement. Each Statement of Work shall provide the level of detail required to complete the applicable work effort and shall specify the specific Professional Services and deliverables Assima shall provide, as well the mutually agreed upon fees for such Services and deliverables. Assima shall complete the Services described in each Statement of Work in accordance with the terms and conditions, scope, Documentation, schedules, and time and place of performance set forth in such SOW, as well as the terms and conditions set forth in this Agreement. 1.21 Subscription(s). The term "Subscription(s)" means the combination of Software Licenses and Maintenance Services,for the Subscription Term. 1.22 Subscription Term.The term"Subscription Term"means the specific period of time during which a Software is licensed to the customer on a subscription basis as stated in an Order. The Subscription Term will automatically renew for successive periods equivalent to the immediately preceding period (each period when in effect referred to as the Subscription Term), unless either party notifies the other in writing no less than ninety (90) days prior to the expiration of the then current Subscription Term. 1.23 Update The term "Update" means any major or minor version release, revision, work-around, substitution, error-correction, change, enhancement, amendment, replacement or modification to the relevant licensed Software. 1.24 User(s).The term "User(s)" means an individual who is authorized to use the Software, either to create or consume content. Users include both the Authors and End Users. Unless otherwise stated in an Ordering Document, Users must be employees of Customer or otherwise designated by Customer to use the Software on its behalf. 1.25 Work Product. The term "Work Product" means all works, materials, documentation, methods, apparatus, systems and the like prepared, developed, conceived, or delivered to the Customer as part of the Professional Services, and all tangible embodiments thereof. Software and Assima Materials are not considered Work Product. ARTICLE 2 ORDERS, DELIVERY,AND IMPLEMENTATION 2.1 Orders. To purchase Software or Service from Assima, Customer will issue an Order that references this Agreement and will submit such Order to Assima. Once an Order is accepted, Assima agrees to furnish Customer with the Software and Services specified on each duly approved Order in consideration of Customer's payment of the fees set forth in such Order. 2.2 Delivery. Assima shall deliver the licensed Software to Customer via digital delivery, by the Delivery Date, and as otherwise set forth in the applicable Order. 2.3 Change Order. In addition to any change order requirements that may be set forth in an Ordering Document, in the event either party desires to change an Ordering Document, the following procedures will apply: 1. (a) the party requesting the change will deliver a Change Order in writing to the other party. The Change Order will describe the nature of the change,the reason for the change, and the effect the change will have on the scope of work, which may include changes to deliverables and/or Services, and the delivery schedule. 2. (b)The parties will review and evaluate the proposed Change Order and negotiate in good faith the changes and charges, if any, required to implement the Change Order. If the parties agree to the proposed Change Order, the parties' authorized Representatives will execute the Change Order, indicating their acceptance of the changes. Said Change Order will be incorporated into, and made a part of, the applicable Ordering Document upon execution. 2.4 Implementation/Integration. If applicable and to the extent agreed upon by the parties, Assima shall provide implementation or integration services for the Software and Services at the applicable Customer site in accordance with the dates and designated responsibilities described in the applicable Order. 2.5 Training. At Customer's option and to the extent agreed upon by the parties, Assima will provide Customer training in the use and operation of the Software or Service as set forth in an applicable Order. Any applicable fees associated with this training shall be set forth in the Order. Additional training shall be available at mutually agreeable prices. ARTICLE 3 PAYMENT TERMS 3.1 Fees. Fees for Software and Services are as set forth on the applicable Schedule or Order and Customer agrees to pay such fees pursuant to the terms set forth under in the relevant Order and this Agreement. 3.2 Expenses. Approved expenses paid or incurred by Assima will be charged on a pass-through basis at Assima's cost. Assima will provide Customer with documentation evidencing all approved expenses. Assima will follow, and will cause its Representatives to follow, the policies set forth in Customer's expense reimbursement policy as is provided in advance in writing to Assima. 3.3 Invoices. Assima shall submit invoices to Customer in advance of the Subscription Term in accordance with the applicable Order and shall submit all invoices to the address listed on the Order. Customer shall pay all undisputed portions of each invoice within thirty(30)days of receipt at the location listed on the applicable Order. Customer agrees to pay a late payment penalty on any amount unpaid after thirty(30)days of 2%of the unpaid amount due for each month or fraction thereof, or such lesser amount as may be the maximum amount permitted by law, until paid. 3.4 3.5 Billing Disputes. If Customer disputes an invoice, Customer shall pay the undisputed portion but shall not be obligated to pay the disputed portion until the parties have resolved the disputed amount through prompt, good-faith negotiations to resolve such disputed amount, and such non- payment shall not be deemed a breach by Customer of this Agreement. ARTICLE 4 WARRANTY Assima makes the following representations, warranties, and covenants to Customer and its Affiliates: 4.1 Ownership and Non-infringement. Assima is the lawful owner or licensee of the Software and the materials used in the performance of the Services, and represents and warrants that: (i) it has and will have all rights, titles, licenses, intellectual property rights, permissions and approvals necessary in connection with the license grant to the Software hereunder; and (ii) the Software does not infringe, violate, trespass or in any manner constitute the unauthorized use or misappropriation of any intellectual property right of any third party. 4.2 Harmful Code. Assima represents and warrants that the Hosted Technology Services, Software and Work Product (as applicable) do not and will not contain any computer code designed to disrupt, disable, harm, or otherwise impede in any manner, including aesthetical disruptions or distortions, the operation of Customer's systems, applications or equipment (referred to as "viruses"or"worms"). 4.3 Warranty Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THE AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, WHETHER EXPRESS, OR IMPLIED, WITH RESPECT TO THE PRODUCTS AND SERVICES PROVIDED UNDER THIS AGREEMENT, AND EACH PARTY DISCLAIMS ANY OTHER WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. ARTICLE 5 INDEMNIFICATION 5.1 Assima Indemnification. Assima, at its expense, will indemnify, defend and hold harmless Customer and its Affiliates and any of their officers, directors, employees, agents, vendors and other representatives(collectively,the"Indemnified Parties")from and against any and all claims, actions, suits, damages, awards, costs (including reasonable attorney fees), expenses and liabilities incurred in connection with any third party claims that the authorized use of the Software and Services or any portion or use thereof infringes or violates any third party's patent, copyright, trademark, license or other proprietary right. 5.1.1 Continued Operation. In the event the Software or Services are deemed to be infringing, Assima shall either procure, at its own expense, the right for Customer to continue using the Software or Service or shall replace or modify the Software or Service with functionally equivalent technology so that it becomes non-infringing. If neither of the foregoing alternatives is feasible without undue expense, (i) with respect to Software, Assima shall terminate the applicable Order and refund Customer for any fees paid in advance by the Customer for a period that has not yet accrued; (ii) with respect to a Service, Assima shall terminate the applicable Order and refund any pre-paid unused portion of the fees for such Services. The remedies listed in this Section shall be the sole remedy and Assima's entire liability for breach of the warranty of non-infringement. 5.1.2 Limitations. Assima's obligations under this Section shall not apply, nor shall Assima have any liability for any claim of infringement based on: (i)modifications of the Software or Services by Customer or its Affiliates or any third party at the direction of Customer or its Affiliates; (ii) the combination, operation, or use of the Software or Services with non-Assima authorized programs, data or documentation if such infringement would have been avoided by the use of the Software or Services without combination with such programs, data or documentation, (iii) Customer's failure to incorporate updates, error-corrections, patches, bug fixes and Updates if such infringement would have been avoided by such incorporation. 5.2 Customer Indemnification. Customer, at its expense, will indemnify, defend and hold harmless Assima and its Affiliates and any of their officers, directors, employees, agents, vendors and other representatives (collectively, the "Indemnified Parties") from and against any and all claims, actions, suits, damages, awards, costs (including reasonable attorney fees), expenses and liabilities incurred in connection with any third party claims (i)that the Software or Services once modified by Customer or its Affiliates or any other third party in a manner not specified in the applicable Documentation or otherwise authorized by Assima infringes or violates any third party's copyright, patent, trade secret, trademark, intellectual property or other proprietary rights. 5.3 Right to Participate. The Indemnified Party receiving notice of a claim will promptly notify the other(the"Indemnifying Party")of any and all such claims and will reasonably cooperate with the Indemnifying Party with the defense and/or settlement thereof, which defense and/or settlement shall be controlled by the Indemnifying Party,provided that, if any settlement requires an affirmative obligation of, results in any ongoing liability to or prejudices or detrimentally impacts the Indemnified Party in any way and such obligation, liability, prejudice or impact can reasonably be expected to be material, then such settlement shall require the Indemnified Party's written consent (not to be unreasonably withheld or delayed) and the Indemnified Party may have its own counsel in attendance at all proceedings and substantive negotiations relating to such claim. ARTICLE 6 LIMITATIONS OF LIABILITY Notwithstanding anything to the contrary in this Agreement, neither party shall, regardless of the form of action or legal theory, be liable to the other for any special, consequential, incidental, exemplary, punitive or indirect damages, whether or not these damages were foreseeable. For greater certainty, and without limiting the generality of the foregoing, neither party shall be liable to the other for any damages relating to loss of profits, loss of data, loss of revenues, loss of business opportunities, interruption of use of data, inaccuracy of data, corruption of data, procurement of substitute goods, services or technology, whether or not the other party or its agents were aware,or should have been aware,of the possibility of these damages. In no event shall either party's total liability, regardless of the form of action or legal theory, exceed the amount that said party has actually received from the other party during the preceding 12 months. ARTICLE 7 TERM AND TERMINATION 7.1 Term. This Agreement is effective as of the Effective Date and will continue until terminated in accordance with this Article 7 ("Termination"). Each executed Schedule and Ordering Document will commence on either(i)the date of commencement as specifically set forth therein, or(ii) if no such date is listed, the date of final execution of such Schedule or SOW; and will continue until such Schedule or SOW is terminated in accordance with this Article or the terms therein. In the event of termination, customer shall remain liable for all fees incurred under any Schedules or SOW's according to the terms and conditions therein and this Agreement. 7.2 Termination. 7.2.1 By Assima. Assima may terminate this Agreement or an Order if Customer commits a material breach, including failure to pay amounts when due, and fails to cure such breach within thirty(30) days following written notice from Customer,or such shortertime as may be set forth in a Schedule. 7.2.2 By Customer. Customer may terminate this Agreement or an Order if Assima commits a material breach of this Agreement and fails to cure such breach within thirty (30) days following written notice from Customer. 7.2.3 Mutual Termination. Either party may terminate this Agreement if the other party (i) becomes insolvent; (ii)files a petition in bankruptcy or an involuntary petition in bankruptcy is filed against a party and is not dismissed within 30 days of such filing; (iii)makes an assignment for the benefit of its creditors; or(iv) is subject to the appointment of a trustee, receiver or other custodian for such party or such party's property. Exercise of the right to terminate under this Article must be accomplished by giving the other party prior written notice designating the termination date(which termination date shall be not less than fifteen (15)days following such notice). 7.2.4 Termination Assistance. Upon termination or expiration of this Agreement or all or part of any Order, Assima shall immediately deliver to Customer all fully paid Work Product (in a form reasonably agreed to by the parties), including works in progress.After termination or expiration of the Agreement, provided the cause for termination is not the result of Customer's failure to timely pay invoices, Assima shall reasonably cooperate with Customer in its, or another's efforts on Customer's behalf,to complete any Services,Work Product or deliverables set forth in a terminated Order, and to provide for an orderly transition of the terminated Services to Customer or its designee("Transition Services"). The parties shall agree upon an Order that specifies the scope and anticipated schedule of such Transition Services and the fees payable by Customer for such Transition Services. ARTICLE 8 INDEPENDENT CONTRACTOR Assima acknowledges that it is acting as an independent contractor,and that nothing in this Agreement will be construed to create an agency or employment relationship between Customer and Assima or its Representatives. Assima is not authorized to enter into contracts or agreements on behalf of Customer or to otherwise create obligations of Customer to third parties. Neither Assima nor any of its Representatives are Customer employees for any purpose. Assima agrees that all such Representatives will be informed that they are employees solely of Assima, or its agent or subcontractor if applicable. Assima agrees that with regards to its employees, it is solely responsible for payment of all applicable workers'compensation, disability benefits, national insurance, and for withholding and paying such employment taxes and income withholding taxes as required with. ARTICLE 9 INSURANCE 9.1 Coverages. Assima will obtain and maintain in full force and effect during the term of this Agreement, the insurance coverage in the minimum amounts and on the terms set forth in an Exhibit hereto or such other amounts as may be set forth in an Order. ARTICLE 10 MISCELLANEOUS 10.1 Non-Solicitation. Neither party shall, during the term of this Agreement nor for a period of six months after termination, solicit for employment or utilize the services of, whether as employee or independent contractor, any person who is or has been employed by other party during the term of this Agreement without the prior written consent of that party. An employee's or former employee's response to an employment advertisement of general circulation shall not be deemed to be a solicitation for employment. 10.2 Assignment; Successors and Assigns. Neither party may assign this Agreement, in whole or in part,to any third party without the prior written consent of the other party; provided however, that either party may assign this Agreement, without the need to obtain the consent of the other party, to an Affiliate or to a successor in interest (whether by merger, acquisition, or sale of assets) to substantially all of the business of that party to which this Agreement relates; provided that the assignee provides written notice to the other party within a reasonable time of completing such assignment. An assignee of either party authorized under this section shall have all of the rights and obligations of the assigning party set forth in this Agreement. Any attempted assignment made in violation of the terms of this Section shall be null and void and of no force or effect. All terms and conditions of this Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and permitted assigns. 10.3 Publicity. At a mutually agreed upon time, the parties shall work together in good faith to develop a case study. Neither party shall issue any press release,success story, or make any other public announcement or communication regarding the transactions contemplated by this Agreement without the prior written approval of the other. 10.4 Security Policies. While working at or visiting the premises of the other party, or connecting to the systems of the other party, Assima and Customer agree that their respective employees (and in the case of Assima, all Personnel) shall comply with all (a) internal rules and regulations of the other party, including security procedures, provided that the other party provides or otherwise communicates such rules and regulations to the visiting party; and (b)all applicable federal, state, and local laws and regulations applicable to the location where such persons are working or visiting. 10.5 Headings; Construction. The headings of this Agreement are for convenience only and shall not be read to define or limit the intent of the provision following such headings. The words"include," "includes" and "including" shall be deemed to be followed by the phrase"without limitation" or the phrase"but not limited to". The word"will"shall be construed to have the same meaning and effect as the word"shall," and vice versa. 10.6 Authority. Each party has full power and authority to enter into and perform this Agreement and the person signing this Agreement on behalf of each party has been properly authorized and empowered to enter into this Agreement. 10.7 Force Majeure. No party shall be liable for any delay or failure to perform under this Agreement if such delay or failure is due to any contingency beyond its reasonable control including acts of God, war, explosion, fire, flood, strike, or civil disturbance. The party experiencing any delay or failure as a result of any such contingency shall: (a) provide prompt written notice thereof to the other party; (b) use reasonable commercial efforts to either remedy the delay or failure or to establish a workaround plan to remedy the delay or failure in a manner which minimises the disruption to the other party and then forthwith proceed to implement and complete such workaround plan; and (c) use reasonable commercial efforts to eliminate the contingency causing the delay or failure. 10.8 No Construction against Drafter. If an ambiguity or question of intent arises with respect to any provision of this Agreement,the Agreement will be construed as if drafted jointly by the parties and no presumption or burden of proof will arise favoring or disfavoring either party by virtue of authorship of any of the provisions of this Agreement. 10.9 Governing Law. This Agreement will be governed by,and construed in accordance with,the laws of the United States, without regard to its choice of laws principles. Any dispute arising out of or in connection with this contract,including any question regarding its existence,validity or termination, shall be referred to and finally resolved by arbitration under the AAA Rules, which Rules are deemed to be incorporated by reference into this clause. The number of arbitrators shall be one. The seat, or legal place, of arbitration shall be New York. 10.10 Compliance with Law. The parties shall comply with all applicable laws and regulations in the performance of their respective obligations under this Agreement. 10.11 Notices. Each party shall provide any notice required or permitted under this Agreement in writing to the addresses described in this Agreement or to such other address a party may identify to the other party in a written notice. Each notice shall be effective from the date delivered personally, sent by email or sent by certified or registered mail or overnight delivery by an established national delivery service. 10.12 Counterparts. The parties may sign this Agreement in counterparts, each of which shall be deemed an original, and all of which together shall constitute a single instrument. Any signed copy of this Agreement reproduced and transmitted (in counterparts or otherwise)via email,facsimile or other process that accurately transmits the original document will be considered an original document and be sufficient to bind the parties to its terms and conditions. 10.13 Severability. If a court of competent jurisdiction should find any provision in this Agreement to be invalid or unenforceable,such holding shall not affect the validity and enforceability of the remaining provisions of this Agreement and the parties or the court will in good faith modify the invalid or unenforceable provision to the extent required to allow its enforcement in a manner that most closely represents the intentions of the parties in entering into this Agreement. 10.14 Order of Precedence. If there is a conflict between the terms and conditions of this Agreement and the terms and conditions of a Schedule or Order, or between the terms and conditions of a Schedule and the terms and conditions of an Order,the terms of such documents will be interpreted according to the following order of precedence: (a)this GTC; (b)the terms and conditions of the applicable Schedule; and (c)the terms and conditions of the applicable Order; provided, however, that if a Schedule or Order specifically references a section of this GTC, or an Order specifically references a section of an applicable Schedule, and states that it is the intent of the parties to override the terms of such section, then the specific term of the Schedule or Order, as applicable, shall take precedence and prevail, but only with respect to the Software or Services specified in such Schedule or Order and not with respect to any other Software or Services or any other Schedule or Order. 10.15 Survival of Rights and Obligations. Any provision of this Agreement which, by its nature, would survive termination or expiration of this Agreement will survive any such termination or expiration. 10.16 Entire Understanding; Amendments. This Agreement constitutes the entire understanding of the parties with respect to its subject matter. It replaces and supersedes all prior or contemporaneous written and oral agreements with respect to its subject matter. Any amendment or modification of any of the provisions of this Agreement or any right, power or remedy hereunder shall not be effective unless made in writing and signed by all parties. 10.17 No Waiver. The failure or delay of a party at any time to require performance of any term or condition of this Agreement will not affect such party's right to enforce such term or condition, or any other provision of this Agreement, at a later time. Each waiver will only be effective if stated in a writing signed by an authorized representative of both parties. SOFTWARE SUBSCRIPTION 1. DEFINITIONS In addition to the terms defined elsewhere herein and/or in the Agreement, the following terms as used in this Schedule shall have the meanings set forth below: 1.1 "Properly Trained Individual" means a person who has been trained by Assima or by a trainer who has been trained by Assima to provide such training. 1.2 "Subscription Fees" means the fees payable for a Subscription License and the Maintenance Services associated therewith for the applicable Software. 1.4 "Scope of Use" means the purpose for which Customer is allowed to use the Software and any restrictions or limitations on Customer's right to use the licensed Software, as more fully described in the applicable Order. Unless specifically described in the applicable Order, the Scope of Use shall be for non-commercial internal use only. 1.5 "Subscription License" means a license under which Customer has the right to use the Software only for the Subscription Term. 1.6 "Subscription Term" means the specific period of time during which a Subscription License is valid. The Subscription Term will automatically renew for successive periods equivalent to the immediately preceding period (each period when in effect referred to as the Subscription Term), unless either party notifies the other in writing no less than ninety (90) days prior to the expiration of the then current Subscription Term. 2. LICENSE GRANT& RESTRICTIONS 2.1 License of Software Under Orders. Assima and customer will execute, upon mutual agreement, consecutively numbered orders for customer's subscription to the software (if on a project basis, such orders may be combined orders for software and services). If any of the terms or conditions of this agreement conflict with any of the terms or conditions of any order, unless otherwise provided therein, the terms or conditions of such order will control solely with respect to the licensed software and services under such order. 2.2 Grant of License. Assima hereby grants to Customer a non-transferable, non-exclusive, non- sublicensable,worldwide license to use, and to permit its authorized third-party service providers to use on Customer's behalf, the Software, including the Documentation in accordance with the terms of an Order. Each license is for use by a Properly Trained Individual on one computer. If expressly stated in the relevant Order, the Software may be licensed for use by named third parties. Any use by any third party as permitted in this Section or the relevant Order will be subject to any applicable terms and conditions contained in this Agreement. All rights not expressly granted hereunder are reserved to Assima. 2.3 Restrictions. Customer and its authorized users will not (i) copy, distribute, reproduce, use or allow access to the Software except as explicitly permitted under this Agreement; (ii) update, upgrade,enhance,create derivative works from,modify,customize,decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Software or any internal data files generated by the Software, or (iii) remove, obscure, or alter Assima's copyright notice, trademarks, or other proprietary rights notices affixed to or contained within the Software. 2.4 Orders by Affiliates. Affiliates of customer may execute orders under this agreement, provided however, customer shall require such affiliates to comply with the terms and conditions of this agreement and customer shall be liable for and indemnify assima for any claim resulting from the acts and omissions of its affiliates in regards to their compliance with this agreement. For purposes of affiliate executed orders,the affiliate will be considered customer as that term is used throughout this agreement. 3. DELIVERY, TRAINING AND INTEGRATION 3.1 Delivery. On or before the relevant date for delivery of the Software as set forth in the applicable Order("Delivery Date"), Assima will deliver to Customer the Software together with the relevant Documentation by making the Software and Documentation available on the Assima Support Center site and delivering the activation link via email. 3.2 Training and Integration. If requested, and pursuant to the terms and conditions in the applicable Order, Assima or its Representatives will provide training and/or integration services to Customer in the use,operation and maintenance of the Software. All training will be conducted as specified in the relevant Order. 4. MAINTENANCE AND SUPPORT Maintenance Services are included at no additional cost during the Subscription Term. Maintenance Services will commence upon the date specified in the relevant Order and continue for the Subscription Term.Assima's obligation to provide Maintenance Services is conditioned upon Customer's applying error- corrections, patches, bug fixes and Updates within three months of release by Assima. Maintenance Services are limited to modules of Assima's Software that are intended to operate with third party programs that have been placed on maintenance status by their vendor. 6. OWNERSHIP Assima Software is licensed and not sold. Nothing in this Agreement or any Order shall be construed as the conveyance by Assima of any proprietary interest in, or to, the Software. For the avoidance of doubt, Configuration or any other modification or addition to the Software made by Assima for use by Customer is and will remain the property of Assima and shall be deemed a component of the Software upon creation. If applicable, the Configuration process shall be more fully described in the Ordering Document. 6. TERMINATION 6.1 Termination of a Software License. Assima may terminate Customer's license to any Software in the event of Customer's material breach of this Schedule which breach has not been cured within ten (10) business days of receiving notice of such breach from Assima, or such longer period agreed upon by the parties, as long as Customer continues working in good faith to cure such breach, 6.2 Disposition of Software upon Termination for Cause. If Assima notifies Customer that it will terminate a Software license pursuant to this Section, the rights granted to Customer under this Schedule with respect to such Software shall immediately cease, and Customer shall promptly discontinue use of and destroy all copies of the Software in its possession or under its control, other than as necessary for archival purposes. PROFESSIONAL SERVICES SCHEDULE 1. STATEMENT OF WORK Assima shall perform the Professional Services and deliver the Work Product described in each Statement of Work in accordance with the terms and conditions of such Statement of Work and the Agreement. Each Statement of Work shall specify the scope of the Professional Services Assima will provide under such Statement of Work,the fees for the Professional Services, as well as such other terms and conditions upon which the parties may agree, to the extent such terms and conditions are in addition to or different from the terms of this Schedule. The parties (or their respective Affiliates) may from time to time mutually agree to enter into additional Statements of Work. Each Statement of Work shall incorporate by reference the Agreement and, when signed by an authorized representative of each party, will be deemed part of the Agreement between Customer and Assima. 2. PERSONNEL 2.1 Single Point of Contact; Key Personnel. Each party shall assign a single point of contact to manage such party's performance of the Services under each SOW(each a"Project Manager"). Whenever this Agreement or a Statement of Work requires approval, authorization, or communication to Customer or Assima, a party shall contact the other party's Project Manager. 2.2 Qualification of Personnel. Assima shall assign Personnel that possess the appropriate knowledge, skills, expertise, and training to perform the Services in accordance with this Agreement and the applicable SOW. For each individual included in its Personnel,Assima shall, to the extent permissible under applicable law,conduct a security background check that includes investigation and identification of all criminal convictions and criminal charges pending against such individual during the immediately preceding five(5)years. At Customer's expense,Assima shall perform such other types of verification as Customer reasonably requests. At the request of Customer, Assima shall deliver a written certification to Customer that it has performed, and the subject individual has passed, the verification procedures set forth in this Section. In addition, Assima shall be responsible for obtaining all necessary work authorizations for its Personnel at no charge to Customer. 2.3 Selection and Replacement of Assima Personnel. Customer shall have the right to interview and accept or reject any of the following Personnel before Assima assigns them to perform Professional Services under a SOW: (a) Assima's Project Manager; (b) Personnel who will perform Services on-site at a Customer location for more than two (2) weeks; and (c) other Personnel Customer reasonably determines will be instrumental to the success of the Services under such SOW. If Customer determines in good faith that the continued assignment of any Personnel is not in the best interest of Customer,then, as long as such request is not for unlawful reasons, Assima shall replace such Personnel with other Personnel of suitable ability and qualifications at no additional charge to Customer. 3. CUSTOMER MATERIALS;WORK PRODUCT 3.1 Customer Materials. Any Customer materials, including hardware, software, equipment, designs,reports,manuals,documents,and specifications,whether tangible or intangible(and any reproductions of such materials) which Customer provides to Assima for use in providing Professional Services pursuant to a Statement of Work (exclusive of Assima Materials) (collectively"Customer Materials")shall remain the sole property of Customer. Assima shall not remove any Customer Materials from Customer's premises without the prior written consent of an authorized representative of Customer. If Assima removes any Customer Materials,Assima shall return such Customer Materials to Customer upon the earlier of(a) Customer's request or(b)the termination or expiration of the Statement of Work for which Assima used such Customer Materials. While any Customer Materials are in Assima's possession, custody or control,Assima shall: (i) maintain all Customer Materials in good condition at Assima's expense, (ii) hold such Customer Materials at Assima's risk, and(iii) insure such Customer Materials against all forms of loss or damage at Assima's expense in an amount equal to the replacement cost. Assima agrees that it shall, both during and after the termination or expiration of the Agreement, (a) use the Customer Materials only for the purpose of providing Professional Services to Customer under the Agreement; (b) not, directly or indirectly, reproduce any Customer Materials; (c) distribute or disclose Customer Materials only to Personnel who have a need to know the information included in such Customer Materials in connection with the performance of Assima's obligations and the exercise of Assima's rights under the Agreement and the applicable SOW; and (d) hold in confidence and prevent the unauthorized copying, use or disclosure of all Customer Materials. 3.2 Assima Materials. This Agreement does not restrict or deprive Assima of any of its rights or proprietary interests in any Assima Materials. If Work Product includes Assima Materials,Assima grants Customer an irrevocable, unrestricted, non-exclusive, paid-up, perpetual, worldwide license to use, duplicate, modify, sublicense, distribute, display and otherwise engage such Assima Materials, but only to the extent such Assima Materials form an indivisible part of the Work Product and only for the purpose of providing the Customer with the full use and/or benefit of the Work Product. 3.3 Assignment of Rights. Unless specifically set forth in the applicable Statement of Work,Assima shall assign to Customer, and Customer shall exclusively own, all rights, title, and interest, including all Intellectual Property Rights included in all Work Product (but excluding any Assima Material that is included in any Work Product subject to the license set forth above). Work Product that are works of authorship shall be considered"works made for hire"and all Intellectual Property Rights inherent in such works shall be owned exclusively by Customer, and Customer shall be, pursuant to the United States Copyright Act, 17 U.S.C. §101 et seq., as amended from time to time, the"author" of such work. If any such Work Product may not be considered a"work made for hire" under applicable law, Assima shall assign and transfer, to Customer, without further consideration, the exclusive right, title, and interest in and to such Work Product, including all inherent Intellectual Property Rights, in all jurisdictions throughout the world, and Assima waives all moral rights in such Work Product. 3.4 Further Assurances. Assima will, and will cause its Representatives to, give Customer or Customer's designee all reasonable assistance and execute all documents necessary to assist with enabling Customer to prosecute, perfect, register or record its rights in any Work Product. HOSTED TECHNOLOGY SERVICES SCHEDULE 1. DEFINITIONS In addition to the terms defined elsewhere herein and/or in the Agreement, the following terms as used in this Schedule shall have the meanings set forth below: 1.1 "Aggregate Data" means all aggregate and statistical information or analyses collected by Assima relating to Customer's use of the Hosted Technology Services. 1.2 "AUP" means Assima's acceptable use policy as Assima may amend from time to time. 1.3 "Authorized User" means an employee of Customer who is an authorized User under an Order and has been assigned a unique username-password combination to access and use the Hosted Technology Service. 1.4 "Customer Content" means all data, software and information, including, without limitation, text, software, scripts, video,sound, music, logos,trademarks, graphics and images in electronic form created, uploaded or transferred in connection with the Hosted Technology Services by Customer. 1.5 "PII"means information that can be used to identify, contact, or locate a single person or that can be used with other sources to uniquely identify a single individual. 2. HOSTED TECHNOLOGY SERVICES 2.1 Access to the Hosted Technology Services. Subject to the term and conditions of this Agreement,Assima hereby grants Customer and its Authorized Users the right to access and use Assima's Hosted Technology Services as part of a subscription for Software as set forth in an Order. The Hosted Technology Services description, authorized use, number of users, hosting term, and fees shall be set forth in the Order to the Agreement. Customer may permit its third- party contractors to exercise any of the rights granted above, provided: (1)the contractors and/or subcontractors exercise such rights as contemplated under the Agreement and this Schedule solely in the course of providing services to Customer; and (2) Customer ensures that each contractor and/or subcontractor fully complies with the terms and conditions of this Schedule and the Agreement. 2.2 Documentation. The Documentation for the Hosted Technology Services describe the functions and features of the Hosted Technology Services, including all subsequent revisions thereto. The Documentation shall be understandable by a typical end user and shall provide Authorized Users with sufficient instruction such that the Authorized User can become self-reliant with respect to access and use of the Hosted Technology Services. Customer may reproduce and use the Documentation solely as necessary to support its use of the Hosted Technology Services. 2.3 License Grant to Plug-In.Assima hereby grants to Customer a non-transferable, non-exclusive, worldwide license to use the required plug-in associated with use of the Hosted Technology Services for the Subscription Term. The restrictions set forth in this Agreement and any Schedule with respect to restrictions on Assima's licensed Software shall apply to this license grant. 2.4 Accounts. Assima will establish in the Hosted Technology Services any necessary accounts for Authorized Users. Authorized Users will have the ability to manage Customer's accounts, and view and create reports relating to Customer's use of the Hosted Technology Services, as further described in the applicable Ordering Document. Customer is fully responsible for all activities that occur under Customer's accounts and for maintaining up-to-date and accurate information (including without limitation valid contact information)with respect to all accounts, 2.5 Audit Rights of Assima. Customer is responsible for designating Authorized Users not to exceed the stated End User capacity set forth in the Order. Assima shall have the right to (i) request from Customer its certification of compliance with the permitted number of Authorized Users for an Order, and (ii) at its expense,to audit the books and records of Customer related to activities of user capacity. 2.6 Ownership. Assima retains all right, title and interest in and to the Hosted Technology Services, including without limitation all software used to provide the Hosted Technology Services and all graphics, application and user interfaces, logos, and trademarks reproduced through the Hosted Technology Services. This Agreement does not grant Customer any license or Intellectual Property Rights in or to the Hosted Technology Services or any of its components, except to the limited extent that this Agreement specifically sets forth Customer license rights to associated licensed plug-in's or trademarks. Customer recognizes that the Hosted Technology Services and its components are protected by patent, copyright, trademark and other laws. 2.7 Renewal. Timing for the renewal of the Hosted Technology Service and invoicing of Hosting Fees shall follow those set forth in connection with the Subscription set forth in an applicable Order. 3. CUSTOMER'S RESPONSIBILITIES AND RESTRICTIONS 3.1 Customer Policies. Customer is responsible for (i) the manner in which the hosted technology service is used, including the policies and procedures customer establishes to protect the security of its own data, computer network and other facilities; (ii)customer's choice of equipment, software and online content; and (iii) all other matters related to customer's use of the hosted technology services. 3.2 Unauthorized Access. Customer shall take commercially reasonable steps to prevent unauthorized access to the Hosted Technology Service, including without limitation by protecting its passwords and other log-in information. Customer shall notify Assima immediately of any known or suspected unauthorized use of the Hosted Technology Service or breach of its security and shall use best efforts to stop said breach. 3.3 Compliance with Laws. In its use of the Hosted Technology Service, Customer shall comply with all applicable laws, including without limitation laws governing the protection of personally identifiable information and other laws applicable to the protection of Customer Content. 3.4 Restrictions. Customer will not attempt to interfere with or disrupt the Hosted Technology Service. Customer shall not: (i) reverse engineer, disassemble, reconstruct or decompile the Hosted Technology Services;or(ii) rent, lease, or provide access to the Hosted Technology Services on a service bureau basis. Customer will use the Hosted Technology Services solely for authorized and legal purposes. Customer shall, at all times comply in all material respects with the technical requirements of the Hosted Technology Services, including security and other protocols. 4. THIRD-PARTY HOSTING 4.1 Required Notice of Maintenance. Unless otherwise stated in an Order, Assima shall provide no less than five(5)calendar day's prior written notice to Customer of all non-emergency maintenance to be performed on the Hosted Technology Services. For emergency maintenance, Assima shall provide as much prior notice as commercially practicable to Customer. Customer acknowledges that Assima's third-party hosting providers may provide Updates or repairs that are typically scheduled at least twenty-four(24) hours in advance and occur during off peak hours in the time zone where the data center is located. Assima shall provide as much prior notice as commercially practicable to Customer of such maintenance windows. 4.2 Third Party Hosting. Customer acknowledges that Assima utilizes third-party hosting services in connection with its operation of the Hosted Technology Services. Except as otherwise specified on an Order, the Hosted Technology Services (including data storage), shall be provided solely from within the continental Unites States and on computing and data storage devices residing therein. Customer is not a third-party intended beneficiary under any third-party agreements of Assima. 4.3 Access. Customer agrees to provide Assima with the access and support required to allow Assima to implement, maintain and provide the Hosted Technology Services including related support services. The parties will work together to assess processes and procedures required for initial setup and Customer will provide timely input and approval where required by Assima in connection with Assima's release testing process for Updates to the Hosted Technology Service. 5. CUSTOMER CONTENT AND PRIVACY 5.1 License to Customer Content. Subject to the terms and conditions of the Agreement, Customer hereby grants Assima a limited, royalty-free, non-transferable(except as expressly permitted under this Agreement), non-exclusive, revocable license, during the Subscription Term, to reproduce, display, publicly perform, and distribute any Customer Content provided by Customer for the sole purpose of providing the Hosted Technology Services to Customer. Customer reserves all rights not expressly granted hereunder. Customer represents and warrants that Customer shall have all approvals, licenses and permissions from Customer's Client's to allow Assima to perform its obligations hereunder. 5.2 Use of Customer Content. Assima will maintain reasonable administrative, physical, and technical safeguards for protection of the security,confidentiality and integrity of Customer Content, including measures for preventing access, use, modification or disclosure of Customer Content by Assima personnel except(i)as necessary to facilitate the Hosted Technology Services,and prevent or address service or technical problems, (ii) as compelled by law, or (iii) as Customer may expressly permit in writing. 5.3 Data Accuracy. Assima shall have no responsibility or liability for the accuracy of data uploaded to the Hosted Technology Services by Customer, including without limitation Customer Content and any other data uploaded by any users. Customer is solely responsible for maintenance, integrity, retention, security and backup of Customer Content. 5.4 Data Deletion. Upon request by Customer made within ten (10) days after the effective date of termination or expiration of this agreement, Assima will make Customer Content (specifically, the database and data repository folder)available for export or download. After that 10-day period, Assima will have no obligation to maintain or provide Customer Content, and will thereafter delete or destroy all copies of such data in Assima's systems or otherwise in Assima's possession or control, unless legally prohibited. [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] City: Vendor: By: Vale rieWashington(Oct 4,202111:00CDT) By: Name: Valerie Washington Name: Mike Brazero Title: Assistant City Manager Title: Director Date: Oct 4,2021 Date: September 15,2021 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract,including ensuring all By: / performance and reporting requirements. Name: Kevin Gunn Title: Director,IT Solutions Pay1 l Zellmor By: David Zellmer(Sep 24,202115:38 CDT) Approved as to Form and Legality: Name: David Zellmer Title: Sr. IT Solutions Manager a a� FOR 0�41 /if.G1� �•O °°p0°O0O 0 0 By: City Secretary: 9 j.o o Name: Taylor Paris �o A 0. Title: Assistant City Attorney t�o 0 2 B /L-t-L/vHra^ j °o °°o �� �: °°O°°°oo a Contract Authorization: Name: Ronald Gonzales ����EXpSoaQ M&C: 21-0659 Title: City Secretary Approval Date: 9/14/2021 1295 Form: 2021-781635 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX ORDERING DOCUMENT#1 COMBINED SOFTWARE AND SERVICES This Ordering Document ("Order"), is subject to the terms and conditions of the Master Agreement dated September 15, 2021 ("Agreement'), between Assima, Inc. ("Assima") and City of Fort Worth ("Customer"). Capitalized terms used but not defined in this Order shall have the respective meanings set forth in the Agreement. 1. COMPANY INFORMATION Organization:City of Fort Worth Contact:David Zellmer Address: Contact Phone: 817-392-2746 City of Fort Worth Attn: IT Solutions Contact Email: 200 Texas Street David.Zellmer@fortworthtexas.gov Fort Worth,TX 76102 Or Finance.Operations@fortworthtexas.gov Invoice Address(enter address If different from above) Organization:City of Fort Worth Contact: David Zellmer Address: Contact Phone: 817-392-2746 City of Fort Worth Attn: IT Solutions Contact Email: 200 Texas Street David.Zelimer@fortworthtexas.eov Fort Worth,TX 76102 Or supplierinvoicesC«@fortworthtexas.gov Purchase QPurchase Order required as condition of payment(if tax-exempt,Company must Order submit tax exempt certificate and number with Order.) Check one ❑ No P.O. required (no additional terms and conditions apply) 2. SOFTWARE AND SERVICES. During the Term, Assima shall provide the Software and Services set forth in Attachment C — Scope of Subscription and Services. The Hosting Term shall follow the same period as the Subscription Term, commencing as of the Delivery Date. a. Scope of Use. Each User license is for use by a single individual. Each Author license is for use by a single Properly Trained Individual. Each Named Application extension is exclusively for use with the named applications listed in Attachment C. "Properly Trained Individual' means a person who has been trained by Assima or by a trainer who has been trained by Assima to provide such training. "Named Application" means a specific software application on which the Assima Software is intended to be used on. b. Configuration. Assima does not convey any proprietary interest in or to the Software other than the license rights set forth in this Agreement. For the avoidance of doubt, Configuration or any other modification or addition to the Software made by Assima for use by Customer is and will remain the property of Assima and shall be deemed a component of the Software upon creation. The Configuration process is described more fully in Attachment B. c. Restrictions. Customer and its authorized Users will not(i)copy,distribute, reproduce, use or allow access to the Software except as explicitly permitted under this Agreement; (ii) update, upgrade, enhance, create derivative works from, modify, customize, decompile, reverse engineer, disassemble or otherwise attempt to derive source code from the Software or any internal data files generated by the Software, or (iii) remove, obscure, or alter Assima's copyright notice, trademarks, or other proprietary rights notices affixed to or contained within the Software. 3. FEES a. Subscription and Services Fees I. Subscription(as per Attachment C): I. $70,000.00 11. Subscription paid annually. Payment terms: (annual payments of$70,000)with first payment due, when order is submitted. II. Services: I. $35,000.00 one-time payment for integration and training 11. $35,000.00 is due when order is submitted b. Approved travel and expenses paid or incurred by Assima will be re-billed to the Customer on a pass-through basis and will be in accordance with the Customer's travel policy (if provided to Assima), or as otherwise agreed by the parties. Assima will provide Customer with documentation evidencing all approved expenses. c. Requests for third-party vendor assessments will be completed by Assima at Assima's then-current professional services fees in a time frame mutually agreed to by the parties. The scope of all assessments shall be agreed to in advance by the parties and shall be limited to no more than one assessment per Subscription Term. 4. CUSTOMER OBLIGATIONS.Customer shall provide system access to a non-production environment of Customer's Names Application(s) instance for purposes of configuration and integration of the Assima Software. The aim of the access is to enable Assima to analyze how the application is structured and how Assima can successfully clone the objects and actions that the application uses. Part of this requires the use of an IDE (Visual Studio) to code and debug the extension. Ideally this needs to be available in the same environment as the client/GUI. If this is not available, then development may be limited(see Application Configuration Process&Requirements in Attachment B). The integration fees included herein assume a level of access of'Good' or'Recommended.' Using an option with a level of`Average' or`Difficult' may mean that some development is not possible, or that additional services hours may be required to perform the development. Successful development of the application extensions will also require Business / Process SME approved storyboards to aid in the accurate evaluation of the systems. 5. ASSIMA OBLIGATIONS. Assima will deliver the Subscription Licenses no later than 2 business days after this Order is executed (the"Delivery Date") by making the Software and Documentation available on the Customer Care Center site and delivering the activation notification via email. Additionally, Assima will deliver the following: Task Details Assima will provide a weekly status report of Provide Weekly Project Status Report the project after the weekly Project Team meeting Assima will help Customer determine the criteria for measuring the success of this project Develop Project Success Criteria/KPIs and will aid in documenting the baseline measurements and establishing timelines for collecting the measurements aftergo-live Complete Technical Architecture Requirements Assima will aid Customer in documenting the documentation specifications required for the set-up and configuration of the Assima platform Assima will aid Customer in documenting the specifications required for the use of Train Complete Functional Architecture Requirements modules.This includes, defining roles, documentation determining theme/template look and feel, understanding the need for specific behaviors of modes/outputs,specifying SCORM settings, etc. Assima will assist in the set-up and Set-up and Configure Assima platform configuration of Customer's Assima platform based on the Technical Architecture Requirements Assima will review the scope of the Perform Clone Extension Technical Analysis configuration changes required for the clone extension and Customer will sign-off before work begins Build Extensions for Named Applications Assima will deliver functional clone extensions that will be used to capture process simulations Develop Train templates (eLearning and After conducting the functional analysis session documentation outputs) branded with Customer with the business owners,Assima will develop a specifications standardized set of Train outputs including branding,templates and settings Conduct training course for named Authors Training courses will be delivered to the named Train Authors 6. DELIVERABLES SCHEDULE. Assima shall perform the following tasks in accordance with the following time schedule for each deliverable. Deliverable Timeframe Weekly Status Report Begins immediately after kick-off once weekly meetings are established Project Success Criteria/KPIs Within first 4 weeks Technical Architecture Requirements document Within the first 2 weeks Functional Architecture Requirements document Within the first 2 weeks QA stood up within 2 days of contract date Assima QA and PROD platforms PROD-2-8 weeks,dependent on completion of Technical Architecture Requirements document Train Named Applications Extension Technical 1 week per application, dependent on adequate Analysis I access to the Named Application environment Clone Extensions 2-8 weeks per application Customized Train templates 1 week,dependent on functional analysis completion Training courses for named Admin and Authors 1-3 days depending on course which includes: Software administrator and Train Author 7. ASSUMPTIONS a. Services will be rendered during Customer approved business hours and designated workdays as specified by Customer's Project Manager. b. Access to the Assima environment and Named Applications environments will remain active throughout the Subscription Term. c. Customer will keep Assima's login and IDs to the environments active throughout the Subscription Term. d. Assima will not be held responsible for schedule delays or work stoppages caused by the inability of Customer to i.) make the necessary personnel available during this project, ii.) provide timely access to the system and target application. Any delays will impact the Deliverables schedule and additional services hours may be necessary. e. Any changes to the Professional Services will be handled in accordance with the Change Order provisions of the Agreement. f. Insurance Certificates shall be provided upon request. 8. CHANGE ORDER. In the event either party desires to change Professional Services under an Ordering Document,the following procedures will apply: a. The party requesting the change will deliver a Change Order in writing to the other party. The Change Order will describe the nature of the change,the reason for the change, and the effect the change will have on the scope of work,which may include changes to deliverables and/or Services, and the delivery schedule. b. The parties will review and evaluate the proposed Change Order and negotiate in good faith the changes and charges, if any, required to implement the Change Order. If the parties agree to the proposed Change Order,the parties'authorized representatives will execute the Change Order, indicating their acceptance of the changes. Said Change Order will be incorporated into, and made a part of, the applicable Ordering Document upon execution. 9. LOCATION OF WORK FACILITIES.Services under this Order may be performed by Assima remotely or at Customer locations. All on-site support shall be subject to additional travel and expense fees agreed to in advance by the parties. 10. ADDITIONAL TERMS.The parties agree and acknowledge that no installation, training and/or integration services shall begin until an accurate Purchase Order for the Software and Services hereunder has been submitted to, and accepted by, Assima's accounting department. 11. PERSONNEL. Assima and Customer shall designate individuals to whom all Order communications shall be addressed and who have the authority to act on all aspects of the project described in this Order. Coordinator: Name,Telephone and Email Address: Assima Project Manager: Stehen Johnson—470.300.4490 stephen.iohnsonC@assima.net Customer Project Manager: Krishna Gollamundi Client Name—817.392.2895 K.rishiiaMohan.GollamudiC fortworthtexas.gov NOTE. Travel and Expenses will be billed separately on a pass-through basis with no mark-up and are not shown in this schedule. IN WITNESS WHEREOF,the authorized representatives of the parties hereto have caused this Order to be duly executed. Assima, Inc. City of Fort Worth By. By. Valerie Washington(Oct 4,202111:00 CDT) Name: Mike Brazerol Name:Valerie Washington Title: Director Title:Assistant City Manager Attachment A Using the Assima Customer Care Center(CCC) (Page left intentionally blank) Using the Assima Customer Care Center assima Using the Assima Customer Care Center (CCC) This document details how the Customer Care Center(CCC) can be used by both yourself and Assima to improve the way tickets are logged and managed,and to ensure that problems are solved quickly and efficiently—allowing you more time for your project work. Please read this document carefully before you start using the CCC and refer to it if is necessary during ticket processing. Accessing CCC The CCC can be accessed online at.https://assima,atlassian.net and is available 24-7 throughout the year (subject to scheduled downtime for maintenance).The CCC is monitored daily and tickets created for issues are dealt with according to the type and severity of the request. The Ticket Management Process When you log a new ticket, it will be picked up by the Assima Support Team.The Assima Support will ensure that all information is correct and will complete an initial analysis of the ticket.If the problem can be solved without the need for R&D,they will update the ticket with an answer or explanation.If the ticket cannot be solved through an explanation,the Assima Support Team will send the issue to R&D. If possible,the ticket is tested and the fix is verified by the Assima Support Team before being assigned back to you to validate. Logging a Ticket If you find an issue,the best way to get help with your problem is to log a ticket in the CCC.When logging a ticket,you must ensure that you include the correct information to assist Assima in processing the ticket as efficiently as possible.If your ticket does not contain the detailed level of information needed, there could be a delay in resolution to your issue. NOTE.' You should try and log one ticket for each issue rather than listing multiple issues in one ticket. Tickets that contain multiple issues are more difficult to process and can delay the fixes required. ©Assima.CONFIDENTIAL.Access Limited to Authorized Personnel Page 1 of 6 Using the Assima Customer Care Center assima Follow these steps to log a new ticket: 1. Log into the CCC. USA-Product Support NO M Ifyo u do not have access to the site,please notify your Assima contact and he/she can get you added. USA-Product Support Otter vwalvs 57 As-a,, .Wte—k 0 C 2. Select the type of ticket you need to log by clicking on '— the title of the ticket as�p-ted?TO us about it! 3. When the ticket submission page opens, you will need to complete all required fields on the page. Required S Ass US fields will be marked with a red asterisk M -- 4. Once all your required information and attachments (if needed) are complete, click Send to submit the ticket. Scr&-anst,Dts,a�:portezf less.ect. Share with* Share With Assfma US Cancel Best Practices for submitting a ticket: Item in Ticket Explanation Raise this request on * Leave this defaulted to you OR behalf of* * Select the person you are creating the ticket on behalf of if you have been asked to log it for someone else on your team Summary* a Provide a concise title for the ticket that clearly explains the issue Assima.CONFIDENTIAL.Access Limited to Authorized Personnel Page 2 of 6 Using the Assima Customer Care Center assima ,%, EXAMPLE: Guided Practice lesson failing to publish Detailed Description* * Describe what the unexpected behavior is as best as you can * Provide details of the product (what version of the product is this occurring in) EXAMPLE: The guided practice lesson I created from a Salesforce simulation will not publish.I captured the clone in Chrome and created the lesson mode after the capture. We are currently on version 721.9 of Train. Steps to Reproduce* * Provide the steps that the Assima team can follow to recreate the issue 9 Provide the right log-in (if required) to your QA/Test environment where Assima can find the content that is having the issue EXAMPLE: • Logassima.us using the Author Login into our QA site: htMg�xxxxx� (previously provided to support team) • Once there, navigate to this folder within the Workspace 0 Salesforce Lessons Onboarding Courses • Open the Introduction to Salesforce Guided Practice • Try to Publish the lesson with the default theme and template • Notice that the lesson will error out Product(s) Select the product(s) that the issue is affecting Brower(s) Select the browser(s) you used to create the content • Select the browser(s) you use to playback the Train content Attachments * Upload any required attachments EXAMPLES-.pakZIP(downloaded lesson file), screenshot of the issue, downloaded issue log, clone ZIP(clonellite clone capture) Share with* * Select to share with your entire team (this will be the default) * Select to share with no one (you will be the only one on your team who can see this ticket) Updating a Ticket Once you have logged a ticket,you can come back to it and edit it as needed. NOTE- The support team will contact you to let you know if anything additional is needed in the ticket Ticket Type The type of tickets you can log are explained in the below chart. Type of Ticket Explanation Customer * You need help installing an Assima Product Support * You need help creating or developing content 9 You need help with deploying content Assima.CONFIDENTIAL.Access Limited to Authorized Personnel Page 3 of 6 Using the Aooino Customer Care Center ass`ma �� Technical 9 You need assistance because the product is not behaving as you think it should Support 9 Something is no longer working as it had in the past Change 9 You need to add or delete a person in the product Request e You need to request an upgrade to your product * You need to request an update to a process (i.e., You have a new supervisor who needs to be notified when any ticket is logged, updated or closed) Other * You need a password change Questions * You have an accounting question * You have a question regarding your contract * You have another non-product related question Suggest * You have a suggestion for an improvement to an Assima product or feature Improvement * You have a suggestion for a new feature File Transfer 9 You need to share a file with an Assima team member Technical 9 You need to submit a Technical Validation request Validation NOTE This ticket tjlpe is typical u5ed byAssima per5onnel only unles-syou have specfflcal�v been a5ked to a5si5t with a Technical Validation. Ticket Status and Severity Ticket Status The status of your ticket will change based on a defined workflow the ticket will follow as it gets worked by the Assima Support Team. Status Explanation Awaiting Analysis Ticket has been logged and is in queue for an Assima Support Team member to address it Waiting for Customer Response Ticket has been reviewed by an Assima Support Team member but could not be processed without additional information from the customer. An email will be sent directly to you that you can respond to with additional information. Alternatively, you may log back into the ticket in the CCC and provide your update there. Under Analysis Issue has been assigned to an Assima Support Team member and is under review Workaround Provided Issue has been analyzed and there is a workaround available With Development Issue cannot be solved without R&D help Oc»saima.CONFIDENTIAL.Access Limited m Authorized Personnel p000 4me Using the Assima Customer Care Center assima Committed issue has been committed to a development sprint and will be delivered as a fix by R&D With QA Team Fix has been sent by R&D and the Assima Support Team and/or you are expected to test the fix Pending Integration and Fix has been validated and an upgrade to your product is pending Delivery Resolved Issue has been fixed but is waiting on confirmation from customer that it has been validated on their side Closed Fix has been validated by customer Reopened Issue occurs again and the ticket is reopened since it is the same issue as from the past Ticket Severity The severity of your ticket will dictate the priority assigned to the ticket and the corresponding turnaround times. Critica I Important Normal M inor Descriptio Crash in the product Serious problem but Problem is not Issue that does not n or blocking problem there is a workaround. covered by Critical or disrupt work but will with no workaround Important definitions, require effort to fix; that prevents further does not cause these are often work. serious disruption, has cosmetic and/or an available enhancements to workaround, but existing functionality. prevents normal use of the product. Assima will 8 hours 24 hours 48 hours 48 hours respond within? Temporary 2 working days 5 working days As agreed with client As agreed with client solution will be provided within?* Item will 15 working days 20 working days As agreed with client As agreed with client be fixed in or next minor release or next major release O Assima.CONFIDENTIAL.Access Limited to Authorized Personnel Page 5 of 6 Using the Assima Customer Care Center assima release by?** *Measured from the time ticket is logged by the customer on Assima's Customer Care Center ** Measured from the time Assima Support Team is able to reproduce the issue Escalation While every effort is made to manage your tickets in a timely and professional manner,there may be occasions when you need to increase the focus on a particular ticket. In these circumstances, the following escalation path exists: • You can contact the Assima Support Team member in charge of your company relationship, and he/she can follow up on the tickets and give you a status • If a satisfactory response is not received,you should escalate the matter to your Client Success Manager who will liaise with the Support Manager to ensure a response is received • If still not satisfied,you should contact the Client Partner for your account O Assima.CONFIDENTIAL.Access Limited to Authorized Personnel Page 6 of 6 Attachment B Application Configuration Process&Requirements (Page left intentionally blank) Assima Application Configuration Process& Requirements a$$ima d .A Assima Application Configuration and Requirements For Assima to provide a Clone(Train) application extension,we must first have adequate access to the target application.The aim of the access is to enable us to analyze how the application is structured and how we can successfully replicate/identify the objects within the application.In order to explain the requirements for this process, we have included the following: • Application Configuration Development Process &Timeline • Application System Access Matrix Technical Validation Analysis &Agreement Application Configuration Development Process & Timeline Detailed below is the high-level application configuration workflow and estimated timeline. assirmo Application Extension Configuration Process&Timeline Phase 1 Phase 2 Phase 3 Phase 4 (,System Access) (Technical (initial Extension (Final Extension taiidation Build Build .... ..,, :,...,. .....- .. :. .. ... -- ...w.r ....................«,... i'f'at Fi+t.lzY sS iT .Yr. min tI7�n4:t77'a3 MW3 SFr;* ;� ci i S jlrua-c]e� Iz�tE7�+e s5�kt;en i✓" ..A....,..-n,.�- CrY'li 3["`i71.�.I:Jfi'Y_ 0 5i'i{t„Alf::{I 'I IIAFt'�5 w w 'yt f!b q u'R >6t' eG Awmi sWeak: - A9VxoYcaitatelYZbSYeeks NOTE.' Timeline is subject to change based on when access is granted to the target application. Application System Access Matrix Detailed below is an analysis of the types of system access required to connect Assima to the target application to complete the Technical Validation,which initiates the configuration of application-specific extensions. For certain applications,this may require the use of an IDE(Visual Studio)to code and debug the extension.Ideally this needs to be available in the same environment as the client/GUI.If this is not available,then development may be limited (see risks below). WARNING.-The scope of development available and the work effort estimated will depend on the level of access available. Using an option with a level A verage'or Difficult'may mean that some development is not possible, or that the man hours required to perform the development are increased. .N vt C3 �, m a IOU- m �a N o o 0 v n > v a, o O a m N E N o a v p a rn a o u o ° E ° m p 7 7 -0 a 7 Q Y u y +� O_ N io !p L O) o m O m p i c C C ° N > L 'in O �_ •> i i C O O O v 0 3 0 ° 0) 0 as m a � a, v .� (U o E N >O Ou •@ `° ai c m p N c a) N °- N o !n R n Q a E °7U � Q 00 8 = o _ 3 c m m ?T aJ .a E s a a E ma ^ 5 E aci mm o o o v y o v u . > -a t v C c m o Z c m v p > c m ° ° a °i p m ° u E n o m > a° O c d c p y v, ra dt v, m c c a`a v Lr L N N a 3 Q O_ C. In -0 ti 3 N c m m o °1 0Y pt O Ot 9 O pN O p v s E m o a a rn T > > -aE a3 w 0 O O O O .0 v v v aEi � aEi E v � u m t! m _p m ,Q m o v o a, o v o > m t aci E O v a '6 mO O > CJ (Dcr ry Q N 06 O m m Z O m ° N E a a', -0 i.L4 cc 0) a` c U m e Q m 'j s o a' -c p a O a v p u > 3 a m c 3 d o CL o-E " a act o Nw n > 0 3 4 m p Fu `o 0) ° c u c c °- m m m a c a c v 3 LL Q :a u lJ m u Q m m N �i mar Q O U c a O c c m 0 c E E Q o m m 4 c V Q ti m g s o E ° o =v c c m c O .0 tui O Q N m V Q v m J � V y • t C Q v Q Q w Q W Q lJ O E .kA V) j . 7 ± \\ \ 2 \ ) » ƒ / E j § � � /\ \ () \ \ m / 0 \ 2 / ° / 7 « / > » \ } \j § > % t \ } > 2 / \ / % a ( 2 ± \7 % ® } »/} { } _ \ o c b / CL _ ) ! . \ / a } } \ & § \ \ 31 \2 % \2 \ o (j § ajJ § \\{ \ } [ ) ` 0 \ \ > oleo : &= ae J f § c — \f a 3 ƒ _ ® ) /\ 2 «c > { ® § ' \CL 5 =§ § 5 ) < \ / _ $ < ) \ \ s e0 j ` Qfm : // / { f \ \ \ k < \ { \ /. .2 c \ \ <CL { \ < ) ) Assima Application Configuration Process& Requirements assima Technical Validation Analysis & Agreement The Technical Analysis of your system is designed to analyze the target application and identifies where there is development work required by Assima.It will also identify where there may be limitations to what can be supported. Ultimately, the client will sign-off on the scope of what will be delivered with the Application Extension. Technical Validation Requirements In order to begin the Technical Validation process,you will need to provide Assima with the following: • Access to the Target Application. Reference the Application System Access Matrix to determine the what the right access is for the target application. • Workflows/Process Flows/Task Scenarios/Storyboards.Ideally a business SME would provide a system walk- through (via a Virtual Meeting)with the Assima resource to help better understand the general layout and navigation of the application.After the meeting, scenarios (i.e., Workflows/Process Flows/Task Scenarios/Storyboards)would be sent to Assima to begin doing their analysis. NOTE- The most important thing for Assima is that the scenarios capture the actions and screens(or types of screens)that are present throughout the application.Ideallyyou should try and include an example of each action used in the application, and as many different screens as possible. Analysis of Application & Sign-Off of Scope Once Assima performs the technical analysis based on the scenarios provided, we will determine if we need to make any changes to the application extension.We will document the changes required as well as any limitations we may have encountered in the Technical Validation Scope document.The aspects listed in this document form the scope for the extension (i.e.what will be supported) and any additions to this once signed off may require additional configuration.We will review the scope document to set the proper expectations of what will be delivered with the application extension during a Virtual Meeting with the required client stakeholders. Build and Delivery of Application Extension Once Assima has reviewed and received sign-off of the Technical Validation Scope,we will begin the development of the extension.The build of the extension can take up to 8 weeks, but your Assima project team will keep you updated on the progress of the build. This extension will address the capabilities required within the provided workflows. The initial application extension may not be the final version.As your application changes and/or you move into aspects of the system that were not included in the initial workflows,there may be additional extension development needed. This is not unusual and is covered under the general maintenance of your application extension as an active client(i.e.,you have a paid subscription with Assima). Attachment C Scope of Subscription and Services Assima Train: Annual Subscription for 1 Applications, includes 4 Authors Item Quantity Unit Price Total Train Base Subscription 1 $70,000 $70,000 Annual Train Subscription $70,000 Subscription Terms: One year, paid annually Net Total(Subscription only): $70,000 Plus one-time integration and training services payment: $35,000 Total Order Value: $105,000 Payment Schedule: Year 1 (year 1 subscription plus one-time fee): $105,000 Year 2: $70,000 Year 3: $70,000 Named Applications for Train: 1.) UPK Replacement ADDENDUM TO MASTER AGREEMENT BETWEEN THE CITY OF FORT WORTH AND ASSIMA INC. This Addendum to the Master Agreement ("Addendum") is entered into by and between Assima, Inc. ("Vendor") and the City of Fort Worth ("City"), collectively the "parties", for a purchase of licenses. The Contract documents shall include the following: 1. The Master Agreement; and 2. This Addendum. Notwithstanding any language to the contrary in the attached Master Agreement (the "Agreement"), the Parties hereby stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1. Term. The Agreement shall become effective upon the signing of the Agreement by an Assistant City Manager of the City(the"Effective Date")and shall expire one(1)years after the Effective Date (the Expiration Date"), unless terminated earlier in accordance with the provisions of the Agreement or otherwise extended by the parties.The Agreement may be renewed for an unlimited number of renewals at the mutual agreement of the parties, each a "Renewal Term."City shall provide Vendor with written notice of its intent to renew at least thirty(30)days prior to the end of each term. 2. Compensation. City shall pay Vendor an amount not to exceed One Hundred and Five Thousand Dollars ($105,000.00)for the initial purchase and implementation in accordance with the provisions of this Agreement and Exhibit `B," Payment Schedule, which is attached hereto and incorporated herein for all purposes. For each Renewal Term, the City shall pay an amount not to exceed Seventy Thousand Dollars ($70,000.00). Vendor shall not perform any additional services for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. City agrees to pay all invoices of Vendor within thirty (30) days of receipt of such in,3oice. 4. Termination. a. Convenience. Either City or Vendor may terminate the Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. Addendum Page 1 of 9 b. 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 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 parry 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. C. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor 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 City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. d. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. Vendor shall not be required to refund City for any unused software subscription.Upon termination of the Agreement for any reason,Vendor shall provide City with copies of all completed or partially completed documents prepared under the Agreement. In the event Vendor has received access to City information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 5. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 6. Law and 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.To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 7. 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 Addendum Page 2 of 9 changes are hereby deleted and void. Further, if Vendor 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. 8. Insurance. The City is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by Governmental Units," is self-insured and therefore is not required to purchase insurance. To the extent the Agreement requires City to purchase insurance, City objects to any such provision, the parties agree that any such requirement shall be null and void and is hereby deleted from the Agreement and shall have no force or effect. City will provide a letter of self-insured status as requested by Vendor. 9. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 10. Limitation of Liability and Indemnity. To the extent the Agreement, in any way, requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character,City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 11. IP Indemnification. 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 City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City'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 City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City 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, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Vendor in doing so.In the event City,for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under this Agreement, the City 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 City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action,with copies of all papers City may receive relating thereto.Notwithstanding the foregoing,the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City 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 City's sole remedy, either: (a) procure for City 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 Addendum Page 3 of 9 materially adversely affect City'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 City; 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 City, subsequent to which termination City may seek any and all remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY. 12. Insurance. City agrees that insurance coverage provided to City by Vendor is sufficient for purposes of the Agreement only. 13. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of City 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 for those portions of funds which have been appropriated prior to termination. 14. Confidential Information. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect.In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor.It will be the responsibility of Vendor to submit reasons objecting to disclosure.A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 15. Addendum Controlling. If any provisions of the attached Agreement,conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City,the terms in this Addendum shall control. 16. Network Access. a. City 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 City's computer network in order to provide the services herein, Vendor 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 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") 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 Addendum Page 4 of 9 the City or the Fort Worth Police Department, under the 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. 17. Immigration Nationality Act. 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 City,Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work 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 CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES,SUBCONTRACTORS,AGENTS,OR LICENSEES.City,upon written notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this provision by Vendor. 18. 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, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2)will not boycott 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 City that Vendor: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the Agreement. 19. Right to Audit. Vendor agrees that City 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 Vendor involving transactions relating to the Agreement. Vendor agrees that City 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.City shall give Vendor reasonable advance notice of intended audits. (signature page follows) Addendum Page 5 of 9 [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] City: Vendor: By: Valerie Washington(Oct 4,202111:00 CDT) By: Name: Valerie Washington Name: Mike Brazerol Title: Assistant City Manager Title: Director Date: Oct 4,2021 Date: September 15,2021 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all By: performance and reporting requirements. Name: Kevin Gunn Title: Director,IT Solutions Pay1 l zellmer By. David Zell mer(Sep24,202115:38 CDT) Approved as to Form and Legality: Name: David Zellmer Title: Sr.IT Solutions Manager By: City Secretary: Name: Taylor Paris Title: Assistant City Attorney By: Contract Authorization: Name: Ronald Gonzales M&C: 21-0659 Title: Acting City Secretary Addendum Page 6 of 9 EXHIBIT A NETWORK ACCESS AGREEMENT 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Vendor wishes to access the City's network in order to provide description of services. In order to provide the necessary support, Vendor needs access to description of specific Network systems to which Vendor requires access, i.e. Internet, Intranet, email,HEAT System, etc. ("Access"). 2. Grant of Limited Access. Vendor is hereby granted a limited right of access to the City's Network for the sole purpose of providing description of services. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7(Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Vendor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Vendor. Access is being granted for purposes of completing services for the City pursuant to the Agreement and Access shall expire at the completion of the, or upon termination of the Agreement,whichever occurs first. 4. Renewal. This Network Access Agreement shall be renewed in accordance with the Agreement if the following conditions are met: 4.1. Contracted services have not been completed; 4.2. Contracted services have not been terminated; and 4.3. Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the Vendor has provided the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services, Vendor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of Access and/or termination of this Network Access Agreement. 5. Network Restrictions. Vendor officers, agents, servants, employees or representatives may not share the City-assigned user IDs and passwords. Vendor acknowledges, agrees and hereby gives its authorization to the City to monitor Vendor's use of the City's Network in order to ensure Vendor's compliance with this Network Access Agreement.A breach by Vendor, its officers,agents,servants,employees or representatives,of this Agreement and any other written instructions or guidelines that the City provides to Vendor pursuant to this Network Access Agreement shall be grounds for the City immediately to deny Vendor access to the Network and Vendor's Data,terminate the Agreement and the Network Access Agreement,and pursue any other remedies that the City may have under the Agreement or this Network Access Agreement or at Addendum Page 7 of 9 law or in equity. 5.1. Notice to Vendor Personnel — For purposes of this section, Vendor Personnel shall include all officers, agents, servants, employees, or representatives of Vendor. Vendor shall be responsible for specifically notifying all Vendor Personnel who will provide services to the City under this agreement of the following City requirements and restrictions regarding access to the City's Network: 5.1.1. Vendor shall be responsible for any City-owned equipment assigned to Vendor Personnel, and will immediately report the loss or theft of such equipment to the City; 5.1.2. Vendor, and/or Vendor Personnel, shall be prohibited from connecting personally-owned computer equipment to the City's Network; 5.1.3. Vendor Personnel shall protect City-issued passwords and shall not allow any third party to utilize their password and/or user ID to gain access to the City's Network; 5.1.4. Vendor Personnel shall not engage in prohibited or inappropriate use of Electronic Communications Resources as described in the City's Administrative Regulation D7; 5.1.5. Any document created by Vendor Personnel in accordance with this Agreement is considered the property of the City and is subject to applicable state regulations regarding public information; 5.1.6. Vendor Personnel shall not copy or duplicate electronic information for use on any non-City computer except as necessary to provide services pursuant to this Agreement; 5.1.7. All network activity may be monitored for any reason deemed necessary by the City; and 5.1.8. A Network user ID may be deactivated when the responsibilities of the Vendor Personnel no longer require Network access 6. Termination. In addition to the other rights of termination set forth herein,the City may terminate this Network Access Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Network Access Agreement, Vendor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Vendor, its officers, agents, servants, employees and/or representatives to access the City's Network. 7. Information Security.Vendor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Vendor agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network, including but not limited to, theft of Vendor-owned equipment that contains City- provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City-provided Network credentials,and unauthorized use or sharing of Network credentials. Addendum Page 8 of 9 [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] City: Vendor: • jI "e-.) By: VaItrieWashington(Oct 4,202111:00CDT) By: Name: Valerie Washington Name: Mike Brazerol Title: Assistant City Manager Title: Director Date: Oct 4,2021 Date: September 15,2021 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract,including ensuring all By: performance and reporting requirements. Name: Kevin Gunn Title: Director,IT Solutions David Zellmer By: David Zellmer(Sep 24,202115:38 CDT) Approved as to Form and Legality: Name: David Zellmer Title: Sr. IT Solutions Manager By: City Secretary: Name: Taylor Paris Title: Assistant City Attorney D� Contract Authorization: Name: Ronald Gonzales M&C: 21-0659 Title: Acting City Secretary Addendum -—- Page 9 of 9 9/16/2021 M&C Review Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA F°RT�1' DATE: 9/14/2021 REFERENCE**M&C 21- LOG 13P RFP 21-0108 FY 20 ERP UPK NO.: 0659 NAME: TRAINING REPLACEMENT ITS ADK CODE: P TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (ALL) Authorize an Agreement for the Purchase of a Training Content Development System with Assima, Inc. for a First Year Cost of$105,000.00 and Authorize Unlimited One-Year Renewals for the Life of the Software in an Annual Amount of$70,000.00 for the Information Technology Solutions (ITS) Department RECOMMENDATION: It is recommended that the City Council authorize an agreement for the purchase of a Training Content Development System with Assima, Inc. for a first year cost of$105,000.00 and authorize unlimited one-year renewals for the Life of the Software in an annual amount of$70,000.00 for the Information Technology Solutions (ITS) Department DISCUSSION: The Information Technology Department (ITS) approached the Purchasing Division with the intent to establish an agreement to replace our current training content system. Currently, the City uses Oracle User Productivity Kit (UPK) as the training content system to provide training to employees. This system is now at the end of its life and becoming obsolete, therefore, the system needs replacement. Request for Proposal (RFP) 21-0108 was issued on April 14, 2021, and was advertised in the Fort Worth Star-Telegram for four (4) consecutive Wednesdays beginning on April 14, 2021, through May 5, 2021. Eight (8) vendors were solicited with seven (7) responses. All bids were evaluated based on who would be the best value to the City by a seven (7) person team consisting of representatives from the ITS and Human Resources (HR) Departments. Each bid was evaluated on the product description and its features, the implementation process and updates, and the training and support that will be provided. Once the initial evaluations had been completed, the three highest-scoring bidders were asked to demonstrate their products. After the demonstrations, those three were scored again, with Assima, Inc. being the highest-scoring bidder. Therefore, purchasing staff recommends awarding an agreement to Assima, Inc. The product, service, and price are determined to be fair and reasonable. The first year of the contract includes all costs associated with acquiring and implenting the software. The subsequent renewals include costs for the maintenance and support offered by the vendor for the life of the software. OFFICE OF BUSINESS DIVERSITY (OBD): A waiver of the goal for M/WBE subcontracting requirements is approved by the OBD, in accordance with the BDE Ordinance, because the applications of the purchase of goods or services is from sources where sub-contracting or supplier opportunities are negligible. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. AGREEMENT TERMS: Upon City Council's approval, this agreement shall begin upon execution and expire one year from that date. RENEWAL TERMS: This agreement may be renewed for an unlimited amount of renewals for the life of the software. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. apps.cfwnet.org/council_packet/mc_review.asp?ID=29207&councildate=9/14/2021 1/2 9/16/2021 M&C Review FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current capital budget, as previously appropriated, in the ITS Capital Fund for the UPK Training Replacement project to support the approval of the above recommendation and execution of the agreement. Prior to any expenditure being incurred, the Information Technology Solutions Department has the responsibility to validate the availability of funds. BQN\\ TO Fund Department Account Project Program I Activity Budget Reference# Amount ID ID Year I (Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year I (Chartfield 2) Submitted for City Manager's Office by, Jay Chapa (5804) Valerie Washington (6192) Originating Department Head: Reginald Zeno (8517) —g g—P Kevin Gunn (2015) Additional Information Contact: Cynthia Garcia (8525) Ashley Kadva (2047) ATTACHMENTS apps.cfwnet.org/council_packet/mc_review.asp?ID=29207&councildate=9/14/2021 2/2