HomeMy WebLinkAboutContract 51276 Social Sou}lO„� Quote Number:2018-28809
Gi Solutions 1 Offer Valid Through:August 31,2018
Bill To:
City Of Fort Worth(Fort Worth Police Department)
Attn:Michael Munday 350 W.Belknap Street
Fort worth,Texas 76102 CITY SECRETARY
United states CONTRACT NO. CF�ID� U
ORDER FORM
The contents of this Order Form may not be duplicated,used,or disclosed In whole or in part for any purpose other than for evaluation without express
written permission of Social Solutions Global,Inc.('SSG'). The Parties hereby agree as follows:
Subscription Products
SKU Product Name Quantity Lkense Billing Frequency
Metric
ETO Impact
ETOlmpactSubR-C Annual use of ETO Impact.This is established by verification of 1.00 Per Unit Annually
the agencies 990 form.This license Includes 5GB of database
storage.
Initial Invoice Amount USD 11,600.00
Annual Amount USD 11,600.00
Use Rights and Definitions:The"Authorized Use”for ETO impact/Apricot and add-on Products includes solely using the Saas Services for Client's internal
business purposes.Client may not under any circumstances use the Saas Services to track and report on data specific to any agency,organization,or
entity other than Client's organization unless specifically authorized in an Order Form,"Authorized Users"or"Named Users"consist solely of Client's
employees and designated contractors who use the Service directly and solely in the furtherance of Client's internal business purposes.Fees are based on
the number of Users communicated to Social Solutions as of the date of this Quote.Client shall report to SSG no less than annually the number of Users.
An increase in the number of Users in excess of the contracted limit(s)will result in an increase in the annual fees.
Terms and Conditions
Start Date:September 03,2018
Initial Invoke Period(months):The"Initial Invoice Period"covers feta for the first 12 months from the Start Date.
Term(Months):The'Term*is the 36 months from the Start Date.This Order Form is non-cancelable prior to the end of the Term.
Storage space:Storage space for database records and all file and photo storage is included,the amount of storage space Included Is Indicated in the product
description.Additional storage space may be purchased in 10,50,or 100 GB increments at SSG's then prevailing rates.System reviews of the amount of storage
space being used by client will be performed periodically.If Client Is using more than the allotted storage space,Client will be billed for the additional usage
(rounded up to the nearest GB tier)at Its next invoke.
Annual Rate Increases:Any Services purchased on an annual basis are subject to annual rate increases.
users:Named Users means an individual identifiable by a name and excludes concurrent users. Guest Users are users with limited access activated through the
Guest User Module,if applicable.'Users'may apply to either Named Users or Guest Users.Users may not share their user name with others. System reviews of the
number of Users being used by Client will be performed periodically. If Client Is using more than the purchased number,Client will be billed for the additional Users
at Its next invoke.If at any time,additional Users are added,such additional Users will be prorated to coincide with the current tens of the Services.
Support Level: Unless otherwise stated in the Order Form,the customer wig receive the basic Support package as outlined in the Service Level Agreement
Payment for U.S.Clients:All Subscription fees will be invoiced in advance,either annually or in accordance with any different billing frequency stated in on this
Order Form. All fees payable In U.S.Dollars and exclude taxes.Client is responsible for the payment of any tax amount(s)due unless client has delivered to SSG a
valid tax exemption certificate prior to Invoice.Fees may be paid by check,Electronic Fund Transfer,credit card or ACH.All payments by credit card,are subject to
Client completing the attached Credit Card Authorization Form.In order to elect for ACH payments.Client must complete and execute the attached Authorization
RECEIVED quote#2018-28809 Social Solutions Global Confidential _u u- Page i of 2
SEF 18 2018 OFFICIAL, RECORD
CVOrFORTWORN v. CITY SECRETARY
CIIYSECRETARY S' Ft WORTHII TX
Agreement for Preauthorized Withdrawal Debits. If Client elects for ACH payments, payments will be made monthly through ACH debits, provkled that for
Professional Services,payment must be made In equal installments over a period not to exceed 12 months.
Except as explicitly documented in the signed Order Form,SSG is under no obligation to comply with any customer specific Invoicing requirements. Furthermore,
customers failure to provide complete and accurate billing information in the attached accounting Information Form will not relieve customer of nor toll customer'
timely payment obligations.
Professional Services:Pre-paid Professional Services must be used within one year of the date of execution of this Order Form by Client or will expire and will not be
refunded.Professional Services Fees are based on Professional Services provided during normal SSG business hours,Monday through Friday,8:30 a.m.-5.30 p.m.
local time(SSG holidays excluded),as SSG may modify upon notice to Client.Professional Services provided by SSG outside of normal SSG business hours will be
subject to a premium service charge. If Client cancels a Professional Services engagement,which has not been pre-paid,less than ten(10)business days before the
scheduled start date for such Professional Services,client agrees to pay fifty percent(50%)of the total estimated fees for the Professional Services stated on the
Order Form or SOW.
Travel Costs:Travel related costs that requires SSG's staff to travel outside of a 25-mlle radius of SSG's place of business shall be borne by Client.Travel time is billed
at half the hourly rate.SSG will use reasonable efforts to obtain the most affordable travel-related methods and accommodations available,however,SSG reserves
the right to utilze the most expedient travel option available in order to accommodate Clients request for Professional Services. In addition to amounts Incurred
for transportation and accommodations,Client will reimburse SSG for any meals and incidental expenses incurred in the course of the on-site visit(not to exceed
$50 per day).Unless otherwise agreed to by SSG In writing,on-site Services are billed in increments of not less than four hours.
This Order Form Is subject to and governed by the terms and conditions of SSG's Master Services Agreement and Addendum(the"Agreement')and Is
Incorporated by reference In its entirety.Capitalized terms not otherwise defined In this Order Form have the meardng ascribed to them in the Agreement.
This Order Form will be effective as the last date of signature Identified below('Effective Date').
Client:City Of Fort Worth(Fort Worth Police Department) Social solutions Global,Inc.('SSG")
Authorised Signature: Authorized Signature:
/ r:.X,,
Print Name: Title: Print Name: Tick:
ke,we f� 0quild ens C Fa
Date: Date:
CffY OF FORT WORTH CONTRACT COMPLIANCE MANAGER
�. By signing I acknowledge that I amft the person responsible for the
monitoring and administration of This cotitrae�including
ensuring all
performan ce and reporting requirements.
Q--:;BY. _
Name: lcsus J Chaps
Title. Assistant City Manager
DateAPPROVAL BY
Name- Shelby Hopson
RECOMMENDED: !G ORT
Title Victim Assistance Coordinator
•/0 APPROVED AS TO FORM AND LEGALITY
BY
Name: Joel F.Fitzgerald' 0 i y-
Title- ChiefofPohce Joh S radg
y
17r' Assistant City ttomey
ATTEST
�XPS CONTRACT AUTHORIZATION.
A M&C NIA
`✓i /� !-� — Date Approved:
BY
N e: MaryKayser U Form 1295 Certification Na:
Ile City Secretary
Quote#2018-28809 Sociat Solutions Global Confidential Page 2 of 2
OFFICIAL.RECORD
CITY SECRETARY
FT-WORTH,TX
MASTER SERVICES AGREEMENT
This Master Services Agreement(the'Agreement')is entered into between Social Solutions Global,Inc.('SSGJ and the Client identified In the
applicable Order Foran referencing this Agreement or otherwise using the Services('Gent").SSG and Client,by Client's execution of an applicable Order
Form or by use of the SaaS Services,hereby agree to the following terms and conditions:
I DEFRIITIONS
'Users'are defined in the applicable Order Form.
"Content"means information,data,text,music,sound,graphics,video messages and other materials to which Client is provided access by SSG through
the Services.
"Client Data"means any data,information,or material Client or any Client User provides or submits through the SaaS Services.
'Documentation'means the user Instructions,release notes,manuals and on-line help files as updated by SSG from time to time,in the form generally
made available by SSG,regarding the use of the SaaS Services.
'Error means a material failure of the SaaS Services to conform to its functional specifications described in the Documentation.
'Independent Client Activity'means:(i)use of equipment by Client not provided or previously approved by SSG;or(ii)negligent acts or omissions or
willful misconduct by Client or its Users.
'Internet Unavailability'means Chant's inability to access,or SSG inability to provide,the SaaS Service through the Internet due to causes outside of
SSG direct control,including, but not limited to:()failure or unavailability of Internet access;(i)unauthorized use,theft or operator errors relating to
telephone,cable or Internet service provider,(iii)bugs,errors,configuration problems or incompatibility of equipment or services relating to Client's computer
or network;or(iv)failure of communications networks or data transmission facilities,including without limitation wireless network interruptions.
"License Metrics'means the limitation on the usage of SaaS Services as designated and/or defined in the applicable Order Form or the financial metric
used to calculate applicable fees,and designated by a tern such as the number of'users,"agencies','revenues'and the like.
'Order Form'means the document(s),regardless of actual name,executed by the parties which incorporates by reference the terms of this Agreement,
and describes order-specific information,such as description of Services ordered,License Metrics,and fees.
'Professional Services'means data conversion,data mapping,implementation,configuration,training,integration and deployment of the SaaS Services,
and/or other professional services identified on an Order Form,inducing any training materials,tutorials and related documentation provided in connection
with the performance of the Professional Services.
'SaaS Services'means the software as a service and other subscription services identified in the Order Form and associated Support.
"Services'means,collectively,the SaaS Services and Professional Services.
"Service Level Agreement'means service level agreement(s)that SSG offers with respect to the SaaS Services,as they may be updated by SSG from
time to time.The applicable service level agreements are located at: hqR://www.socialsolutions.comAegaV.
2 PURPOSE AND SCOPE
2.1 Purpose.This Agreement establishes the general terms and conditions to which the parties have agreed with respect to the provision of Services
by SSG to Client.Additional terms for the purchase of a specific Service are set forth in the Order Form.The parties acknowledge receipt of and agree to
be bound by the terms and conditions of the Agreement.
2.2 Incorporation of Order Forms.At any time after execution of the initial Order Foran,Client may purchase additional Services or otherwise expand
the scope of Services granted under an Order Form,upon SSG's receipt and acceptance of a new Order Form.
2.3 Order of Precedence.To the extent any terms and conditions of this Agreement conflict with the terms of an Order Form or any other document,
the documents shall control in the following order.(t)Order Forms with the latest date(s),(it)this Agreement and,(iii)any other documents expressly
incorporated herein by reference.
J SERVICES
3.1 Generally.Subject to Client's and its Users'compliance with the Agreement and timely payment of the applicable fees,SSG wtn make the SaaS
Services available to Client and its Users in accordance with the applicable Service Level Agreement,the terms of this Agreement and the applicable Order
Form during the Term.
3.2 Environment. SSG will provide Client online access to and use of the SaaS Service(s)via the Internet by use of a SSG-approved Client-provided
browser. The SaaS Services will be hosted and maintained by SSG or its designated third-party supplier or data center.Client is solely responsible for
obtaining and maintaining,at its own expense,all equipment needed to access the SaaS Services,including but not limited to Internet access,adequate
bandwidth and encryption technology.
3.3 Changes.Access is limited to the version of the SaaS Services in SSG's production environment.SSG regularly updates the SaaS Services and
reserves the right to discontinue,add and/or substitute functionally equivalent features in the event of product unavailability,end-of-life,or changes to
software requirements. SSG will notify Client of any material change to or discontinuance of the SaaS Services.
SSG MSA—versim 5.2—November 2017
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3.4 Security;Back-Ups.Without limiting Client's obligations under Section 4.4,SSG will implement reasonable and appropriate measures designed
to secure Client Data against accidental or unlawful loss,access or disclosure.SSG will perform back-ups in accordance with the Service Level Agreement.
3.6 Service Availability,SSG will use commercially reasonable efforts to make the Service generally available in accordance with the Service Level
Agreement applicable to each Service('Service Availability').Service Availability does not include interruption of Service as a result of(f)planned downtime
for maintenance(II)Internet Unavailability,(ui)Independent Client Activity or(iv)force majeure events or other events that are not under SSG's control.
3.6 Support Services.SSG will provide the level of Support specified in the applicable Order Form for the SaaS Services.Support services provided
by SSG as part of SaaS Services include()technical support and workarounds so that the SaaS Services operate in material conformance with the
Documentation,and(ii)the provision of updates thereto,it and when available,all of which are provided under SSG Support policies(as may be amended
by SSG from time to time)in effect at the time the Support services are provided("Support),and which are identified in the applicable Service Level
Agreement For the avoidance of doubt,Support excludes Professional Services.Updates include bug foxes,patches,Error corrections,minor and major
releases, non-new platform changes, or modifications or revisions that enhance existing performance. Updates exclude new Services, modules or
functionality for which SSG generally charges a separate fee.Support Is provided solely to the number of Administrators specified on the applicable Order
Form.
SSG is under no obligation to provide Support with respect to:()Services that have been altered or modified by anyone other than SSG or its licensors;(�
Services used other than in accordance with the Documentation;(Iii)discrepancies that do not significantly impair or affect the operation of the Service;(iv)
errors or malfunction caused by Client or its Users'failure to comply with the minimum system requurement documentation as provided by SSG or by use
of non-conforming data,or by Independent Client Activity;or(vi)errors and malfunction caused by any systems or programs not supplied by SSG.
3.7 Professional Services.SSG will perform the mutually agreed upon Professional Services for Client described in one or more work orders,work
authorizations or statements of work(collectively'SOW)as the parties may agree to in writing from time to time as part of an Order Form. Either party
may propose a change order to add to,reduce or change the work ordered in the SOW. Each change order must specify the changes)to the Professional
Services,and the effect on the time of performance and on the fees owed to SSG,due to the change. Once executed by both parties,a change order will
become a part of the SOW.
3.8 Cooperation.Client agrees to provide SSG with good faith cooperation and access to such information,facilities,personnel and equipment as
may be reasonably required by SSG to provide the Services,including,but not limited to,providing security access,information,and software interfaces to
Client's applications, and Client personnel,as may be reasonably requested by SSG from time to time. Client acknowledges and agrees that SSG's
performance Is dependent upon the timely and effective satisfaction of Clients responsibilities hereunder and timely decisions and approvals of Client In
connection with the Services. SSG is entitled to rely on all decisions and approvals of Client.Client will follow the instructions and reasonable policies
established by SSG from time to time and communicated to Client.
4 USING THE SAAS SERVICES
4.1 Users.SSG hereby grants Client and it's Users a non-exclusive,non-transferable,worldwide right to access and use the SaaS Services,subject
to the terms and conditions of this Agreement.Client agrees to limit access to time SaaS Services to the number of Users identified in the applicable Order
Form(s)during the Term.
4.2 license Metrics.Use of the SaaS Services is subject to License Metrics set forth in the Order Form. Additional License Metrics must be
purchased in the event actual use exceeds the licensed quantity,at SSG's then prevailing prices.Additional License Metrics,if any,are prorated for the
remainder of the then-current Term of the applicable Order Form.Client may not decrease the number of License Metrics during the Initial Term or any
renewal term.
4.3 Acceptable Use Policy.Client acknowledges and agrees that SSG does not monitor or police the content of communications or data of Client
or its Users transmitted through the Services,and that SSG will not be responsible for the content of any such communications or transmissions.Client
agrees to use the Services exclusively for authorized and legal purposes,consistent with all applicable laws and regulations and SSG's policies.Client
agrees not to post or upload any content or data which(a)is libelous,defamatory,obscene,pornographic,abusive,harassing or threatening;(b)violates
the rights of others,such as data which infringes on any intellectual property rights or violates any right of privacy or publicity;or(c)otherwise violates any
applicable law.SSG may remove any violating content posted or transmitted through the SaaS Services without notice to Client.SSG may suspend or
terminate any user's access to the SaaS Services upon notice ii SSG reasonably determines that such user has violated the terms of this Agreement.
4.4 Security. Client will not: (a)breach or attempt to breach the security of the SaaS Services or any network,servers,data,computers or other
hardware relating to or used in connection with the SaaS Services,or any third party that Is hosting or interfacing with any part of the Sea$Services;or(b)
use or distribute through the SaaS Services any software,files or other tools or devices designed to interfere with or compromise the privacy,security or
use of the SaaS Services or the operations or assets of any other Ciient of SSG or any third party. Client will campy with the user authentication
requirements for use of the SaaS Services. Client is solely responsible for monitoring its Users'access to and use of the SaaS Services. SSG has no
obligation to verify the identity of any person who gains access to the SaaS Services by means of a Clients account. Any failure by any Client User to
comply with the Agreement will be deemed to be a breach by Client,and SSG will not be liable for any damages incurred by Client or any third party resulting
from such breach. If there is any compromise in the security of a User account or R unauthorized use is suspected or has occurred,Client must immediately
take all necessary steps,including providing notice to SSG,to effect the termination of suspected account.
4.5 Client Data.Client has sole responsibility for the legality,reliability,integrity,accuracy and quality of the Client Data. Client Data is subject to the
terms of this Agreement along with SSG's Privacy Policy located at htto:Jlwww.soclalsolutions.comAegg .
4.6 Third-Party Providers. Certain third-party providers,some of which may be listed on SSG website,offer products and services related to the
SSG MSA—verdon 52—November 2017
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Service,including implementation,configuration,and other consulting services and applications(both offline and online)that work in conjunction with the
SaaS Services,such as by exchanging data with the Service or by offering additional functionally. SSG is not responsible for any exchange of data or
other interaction or transaction between Client and a third-party provider,including purchase of any product or service,all of which is solely between Client
and the third-party provider.
4.7 Links. The SaaS Service may contain links to third party websites or resources.Client acknowledges and agree that SSG is not responsible or
liable for(a)the availability or accuracy of such third-party sites or resources;or(b)the content,advertising,or products on or available from such webske
or resources.The inclusion of any fink on the Service does not imply that SSG endorses the linked website.Client uses the Inks at its own risk.
4.8 Training.It is Client's responsibility to ensure that all appropriate users receive initial training services sufficient to enable Client to effectively use
the SaaS Services,as applicable. Failure to do so could result in additional fees itservioe requests are deemed excessive as a result of insufficient training,
at SSG's discretion.Support Services may not be used as a substitute for training.
6 FEES,TAXES&PAYMENTS
5.1 General.Fees and payment terms are specified in the applicable Order Form.All fees are in United States Dollars and exclude taxes.Client is
responsible for payment of all taxes(excluding those on SSG's net income)relating to the provision of the Services.Except as otherwise expressly specified
in the Order Form,all recurring fees payment obligations start from the execution of the Order Form. SSG may increase annually recurring fees upon 60
days prior written notice.Unless otherwise specified in the Order Form,payment of invoiced fees is due 30 days after the invoice date.Interest accrues on
past due balances at the lesser of 1%%per month or the highest rate allowed by law.Failure to make timely payments is a material breach of the Agreement
and SSG wit be entitled to suspend any or all of its performance obligations hereunder in accordance with the provisions of Section 11 A ancflor to modify
the payment terms,and to request full payment before any additional performance is rendered by SSG Ment agrees to reimburse SSG for expenses
incurred,including interest and reasonable attorney fees,in collecting amounts due SSG hereunder that are not under good faith dispute by Client. Amounts
paid or payable for SaaS Services are not contingent upon the performance of any Professional Services.Client agrees that its purchases hereunder are
neither contingent on the delivery of any future functionality or features nor dependent on any oral or written comments made by SSG regarding future
functionality or features
6.2 Professional Services.On a'Time and Materials'engagement,if an estimated total amount is stated in the Order Form or SOW,that amount
is solely a good-faith estimate for Client's budgeting and SSG's resource scheduling purposes and not a guarantee that the work will be completed for that
amount.Professional Services purchased must be used within,and rates quoted are valid fou a period of one year following the effective date of the Order
Forth.Hours that are not used or have expired after the one year period are nom-refundable.
5.3 Travel and Lodging Expenses.SSG's reasonable travel and lodging expenses incurred by SSG in the performance of Services on Client's site
will be billed separately at actual cost.
6 PROPRIETARY RIGHTS
6.1 Ownership and Limited License.The SaaS Services and all equipment,infrastructure,websites and other materials provided by SSG in the
performance of Services will always remain the exclusive,sole and absolute property of SSG or its licensors. Client does not acquire any right,title,or
interest in or to the SaaS Services.Client's right to use the Services is personal,non-transferable,non-exdusive and(united to use for its internal business
purposes and only for the duration of the Term.Client hereby assigns to SSG any suggestions,ideas,enhancement requests,feedback,recommendations
or other information provided by Client relating to the SaaS Services or Professional Services. SSG may use such submissions as it deems appropriate in
its sole discretion.All rights,title and interest in orto any copyright,trademark,service mark,trade secret,and other proprietary right relating to the SaaS
Services and the related logos,Service names,eta and all rights not expressly granted are reserved by SSG and its licensors. Client may not obscure,
alter or remove any copyright,patent,trademark,service mark or proprietary rights notices on any portions of the SaaS Services or other materials.
6.2 Restrictions. Client may not itself,nor through any affiliate,employee,consultant,contractor,agent or other third party:(i)sell,resell,distribute,
host,lease,rent,license or sublicense,in whole or in part,the SaaS Services;(il)decipher,decomp'de,disassemble,reverse assemble,modify,translate,
reverse engineer or otherwise attempt to derive source code,algorithms,tags,specifications,architecture,structure or other elements of the SaaS Services,
in whole or in part.for competitive purposes or otherwise;(iii)allow access to,provide,divulge or make available the Services to any user other than Users;
(iv)write or develop any derivative works based upon the Services;(v)modify,adapt,tamper with or otherwise make any changes to the SaaS Services or
any part thereof,(v)obliterate,alter,or remove any proprietary or intellectual property notices from the SaaS Services;(vii)create Intemet'linW to or from
the SaaS Services,or"frame'or'mirror'any Content,(viii)use the SaaS Services to provide processing services to third parties,or otherwise use the same
on a'service bureau'basis;(ix)disclose or publish,without SSG's prior written consent,performance or capacity statistics or the results of any benchmark
test performed on the SaaS Services;or(x)otherwise use or copy the same except as expressly permitted herein.
6.3 Client Data. Client owns all Client Data. However,Client agrees that SSG may access user accounts,including Client Data,to provide Support
or enforce the terms of this Agreement,and SSG may compile,use and disclose user statistics and Client Data in aggregate and anonymous form only.
Client has sole responsibility for the accuracy,quality,integrity,legality,reliability,appropriateness,and intellectual property ownership or right of use of all
Client Data.
7 WARRANTIES AND DISCLAIMERS.
7.1 Client Data Warranty. Client represents and warrants that it has the right to use and provide to SSG the Client Data.
7.2 SSG Warranties. SSG warrants that the SaaS Services,as updated by SSG and used in accordance with the Documentation,will perform
substantially in accordance with the Documentation under normal use and circumstances and that the other Services will be performed in a manner
consistent with general industry standards reasonably applicable to the provision thereof.SSG is not responsible for any claimed breach of any warranty
SSG MSA—version 52—November 2017
Page 3 of 7
set forth in this Section caused by:()modifications made to the SaaS Services by anyone other than SSG;(ii)the combination,operation or use of the
hosted SSG Software with any items not certified by SSG;(iii)SSG's adherence to Client's specifications or instructions;(v)Errors caused by or related to
Internet Unavailability or Independent Client Activity; or(v) Client deviating from the Service operating procedures described in the Documentation.
Correction for defects or issues traceable to the above warranty exclusions will be billed at SSG's standard time and material charges.
7.3 Disclaimers,SSG, ITS LICENSORS AND SUPPLIERS EXPRESSLY DISCLAIM TO THE MAXIMUM EXTENT PERMITTED BY LAW,ALL
OTHER WARRANTIES,EITHER EXPRESS OR IMPLIED.SSG MAKES NO WARRANTY OR REPRESENTATION WITH RESPECT TO THE SERVICES
AND ANY RELATED INSTALLATION,CONFIGURATION,MAINTENANCE OR OTHER SUPPORT SERVICES,EXPRESS OR IMPLIED,AT LAW OR
OTHERWISE,INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,OR NON-INFRINGEMENT,
ALL OF WHICH ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. WITHOUT LIMITING THE FOREGOING
SSG MAKES NO PROMISE: (A) AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY, OR
COMPLETENESS OF THE SERVICES OR ANY CONTENT,ALL OF WHICH ARE PROVIDED STRICTLY ON AN'AS IS'AND'AS AVAILABLE'BASIS;
(B)AS TO ANY THIRD-PARTY PROVIDER OR ANY OF ITS PRODUCTS OR SERVICES,WHETHER OR NOT SSG MAY HAVE DESIGNATED IT OR
ITS SERVICES AS"CERTIFIED,"°VALIDATED,"OR OTHERWISE;(C)THAT THE USE OF THE SERVICES WILL BE SECURE,UNINTERRUPTED,OR
ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE,SOFTWARE,SYSTEM OR DATA;(D)THAT THE SERVICES WILL
MEET CLIENT'S REQUIREMENTS OR EXPECTATIONS;(E)THAT ANY CLIENT DATA WILL BE ACCURATELY OR RELIABLY STORED,(F)THAT
ALL ERRORS OR DEFECTS WILL BE CORRECTED, OR (G) THAT THE SERVICE WILL BE FREE OF ANY VIRUS OR OTHER HARMFUL
COMPONENT,ALTHOUGH SSG WILL NOT KNOWINGLY INSERT ANY SUCH HARMFUL CODE.
8 INDEMNIFICATION
8.1 SSG Indemnity.SSG agrees to defend,indemnify and hold Client,and its affiliates,officers,directors,employees,and agents harmless against
any damages payable to any third party in any such suit or cause of action,alleging that a SaaS Service as used in accordance with this Agreement infringes
the U.S.patent or copyright of any third party. If a SaaS Service is held or believed to infringe on a U.S.patent or copyright of a thud party,SSG may,in
its sole discretion,(a)modify it to be non-infringing,(b)obtain for Client a license to continue using the affected Service,or(c)if neither(a)nor(b)are
practical in SSG's sole judgment,terminate the affected Service and return to Client the unused portion of any fees paid for the affected Service. The
foregoing obligations of SSG do not apply(i)to the extent that the allegedly infringing SaaS Service or portions or components thereof or modifications
thereto result from any change made by Client or any thud party for the Client,(t)if the infringement claim coold have been avoided by using an unaltered
current version of a SaaS Service which was provided by SSG, (t)to the extent that an infringement claim is based upon any information, design,
specification,instruction,software,data,or material not fumtshed by SSG,or any material from a third party portal or other external source that is accessible
to Client within or from the SaaS Service(e.g.,a third party Web page accessed via a hyperlink),(iv)to the extent that an infringement claim is based upon
the combination of any material with any products or services not provided by SSG,or(v)to the extent that an infringement claim is caused by the provision
by Client to SSG of materials,designs,know-how,software or other intellectual property with instructions to SSG to use the same in connection with the
SaaS Service. The indemnity and other remedies set forth in this Section shall be the exclusive remedies of the Client with respect to any claim for which
SSG has an obligation of indemnity pursuant to this Section.
8.2 Client Indemnity.Client agrees to defend,indemnify and hold SSG,its licensors,and its and their respective parents,subsidiaries,affiliates,
officers,directors,employees,and agents harmless from and against any and all losses arising out of or in connection with a third party claim concerning
(a)the Client Data or the combination of the Client Data with other applications,content or processes,including any claim involving alleged infringement or
misappropriation of third-party rights by the Client Data or by the use,development,design,production,advertising or marketing of the Client Data;(b)any
and all losses,including without limitation,data loss or damage to hardware,software and other property arising from Client's acts and omissions in using
the Services,including without limitation Independent Client Activity;(c)Client's or its Users use of Services in violation of the terms of this Agreement or
applicable law;or(d)a dispute between Client and any of its Users.
8.3 Injunction.I(Clients use of the Services is or is likely to be enjoined,SSG may,without limiting SSG's indemnity obligations hereunder,procure
the right for Client to continue to use the Services or modify the Services in a functionally equivalent mariner so as to avoid such injunction. If the foregoing
options are not available on commercially reasonable terms and conditions,SSG may immediately terminate the Agreement and refund to Client a prorated
amount of prepaid fees for the SaaS Service actually paid by Client for the unused portion of the then-current subscription Term. If the foregoing options
are not available on commercially reasonable terms and conditions as it relates to Professional Services,SSG will refund to Client the fees paid for such
Professional Services less a credit for use based on straight line depredation applied on a quarterly basis over five years from the dale of initial delivery of
the Professional Services.
8.4 Procedure.If one Party(the'lndemnites")receives any notice of a claim or other allegation with respect to which the other Party(the"Indemnitor")
has an obligation of indemnity hereunder,then the Indemnitee will,within 15 days of receipt of such notice,give the Indemnitor written notice of such claim
or allegation setting forth in reasonable detail the facts and circumstances surrounding the claim. The Indemnitee will not make any payment or incur any
costs or expenses with respect to such claim,except as requested by the Indemnitor or as necessary to comply with this procedure. The Indemnitee will
not make any admission of liability or take any other action that limits the ability of the Indemnitor to defend the claim. The Indemnitor shall immediately
assume the full control of the defense or settlement of such claim or allegation,including the selection and employment of counsel,and shall pay all
authorized costs and expenses of such defense. The Indemnitee will fully cooperate,at the expense of the Indemnitor,in the defense or settlement of the
claim. The Indemnitee shall have the right,at its own expense,to employ separate counsel and participate In the defense or settlement of the claim. The
Indemnitor shall have no liability for costs or expenses incurred by the Indemnitee,except to the extent authorized by the Indemnitor or pursuant to this
procedure.
9 NONDISCLOSURE,AN Confidential Information(as defined below)disclosed hersunderwill remain the exclusive and confidential property of the
disclosing party. The receiving party will not disclose the Confidential Information of the disclosing party and will use at least the same degree of care,
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discretion and diligence in protecting the Confidential information of the disclosing party as it uses with respect to its own confidential information,but in no
case less than reasonable care. The receiving party will limit access to Confidential Information to its affiliates,employees and authorized representatives
with a need to know and will instruct them to keep such information confidential.SSG may disclose Client's Confidential Information on a need to know
basis to its subcontractors who are providing all or part of the Services.SSG may use Client's Confidential Information solely as provided for under
Agreement.Notwithstanding the foregoing,the receiving party may disclose Confidential information of the disclosing party(a)to the extent necessaryto
comply with any law,rule,regulation or ruling applicable to it,and(b)as required to respond to any summons or subpoena or in connection with any
litigation,provided the receiving party gives the disclosing party prior notice of such compelled disclosure(to the extent legally permitted)and reasonable
assistance,at the disclosing party s cost,if the disclosing party wishes to contest the disclosure. Upon the request of the disclosing party,the receiving
party will return or destroy all Confidential Information of the disclosing party that is in its possession.Notwithstanding the foregoing,SSG may retain
Information for regulatory purposes or in back-up files,provided that SSG's confidentiality obligations hereunder continue to apply. For purposes of this
Section,'Confidential information'means information designated as confidential in writing or information which ought to be in good faith considered
confidential and proprietary to the disclosing party.Confidential Information of SSG and/or ft licensors includes but is not limited to the terms and conditions
(but not the existence)of the Agreement,all trade secrets,software,source code,object code,specifications,documentation,business plans,Client lists
and Client-related information,financial information,auditors reports of any nature,proposals,as well as results of testing and benchmarking of the Services,
product roadmap,data and other information of SSG and its licensors relating to or embodied in the Services.Information will not be considered Confidential
Information to the extent,but only to the extent,that the receiving party can establish that such information @ is or becomes generally known or available
to the pubic through no fault of the receiving party;(ii)was in the receiving party's possession before receipt from the disclosing party;(iii)is lawfully
obtained from a thud party who has the right to make such disclosure on a non-confidential basis;or Qv)has been independently developed by one party
without reference to any Confidential Information of the other.The obligations of SSG set forth in this Section 9 will not apply to any suggestions and
feedback for product or service improvement,correction,or modification provided by Client in connection with any present or future SSG product or service,
and,accordingly,neither SSG nor any of its clients or business partners will have any obligation or liiability to Client with respect to any use or disclosure of
such information.
10 LIMITATION OF LIABILITY.Notwithstanding anything to the contrary contained in this Agreement,any Order Form,SOW,or other exhibits and
attachments,SSG's total liability for any and all damages may not exceed:(b)with respect to the SaaS Services,the fees(excluding implementation or
other Professional Services fees)paid by Client for the twelve(12)month period preceding the action or event giving rise to the liability or(ii)with respect
to the Professional Services,the total fees received by SSG from Client for the Professional Services under the SOW giving rise to the lability. The
foregoing limitation will not apply to either party's indemnity obligations set forth in Section 8 of the Agreement.NOTWITHSTANDING ANYTHING IN THIS
AGREEMENT TO THE CONTRARY, SSG AND ITS LICENSORS AND SUPPLIERS WILL NOT BE RESPONSIBLE FOR SPECIAL, INDIRECT,
INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR OTHER SIMILAR DAMAGES (INCLUDING, WITHOUT LIMITATION, ANY LOST PROFITS OR
DAMAGES FOR BUSINESS INTERRUPTION,INACCURATE INFORMATION OR LOSS OF INFORMATION OR COST OF COVER)THAT THE CLIENT
MAY INCUR OR EXPERIENCE IN CONNECTION WITH THE AGREEMENT OR THE SERVICES,HOWEVER CAUSED AND UNDER WHATEVER
THEORY OF LIABILITY,EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES,
11 TERM AND TERMINATION
11.1 Agreement Term.The term of this Agreement commences upon the execution of an Order Form referencing this Agreement and will continue in
full force and effect until the expiration or termination of all such Order Forms,unless otherwise terminated earlier as provided hereunder.
11,2 SaaS Services Term.The initial term of each of the SaaS Services is specified in the Order Form('initial Terml and automatically renews for
the same length as the initial Term unless either party gives written notice 45 days prior to the end of the Initial Term,or any renewal term,of its intention
to terminate the Order Form.The Initial Term and any renewal terms,combined,are referred to as the'Tenn'.
11.3 Termination.Either party may terminate the Agreement,and any Order Forms subject to the Agreement,immediately upon written notice at any
time if:(I)the other party commits a non-remediable material breach of the Agreement(Ii)the other party fails to cure any remediable material breach or
provide a written plan of cure acceptable to the non-breaching party within 30 days of being notified in writing of such breach,except for breach of Section
5 which will have only a 10 day cure period;(0)the other party ceases business operations;or(iv)the other party becomes insolvent,generally stops paying
its debts as they become due or seeks protection under any bankruptcy, receivership,trust deed, creditors arrangement, composition or comparable
proceeding,or if any such proceeding is instituted against the other(and not dismissed within 90 days after commencement of one of the foregoing events).
If SSG terminates this Agreement due to Client breach,Client agrees to pay to SSG the remaining value of the current Term(that Client acknowledges as
liquidated damages reflecting a reasonable measure of actual damages and not a penalty)equal to the aggregate recurring fees(as set forth in the Order
Form)that will become due during the canceled portion of the Tenn. Where a party has rights to terminate,that party may at its discretion either terminate
the entire Agreement or the applicable Order.In such case,Order Forms that are not terminated will continue in full force and effect under the terms of this
Agreement.
11 A Suspension.SSG will be entified to suspend any or all Services upon 10 days written notice to Client in the event Client is in breach of this
Agreement.However,SSG may suspend Client's access and use of the SaaS Services immediately,with notice to Client following promptly thereafter,if,
and so long as,in SSG's sole judgment,there is a security or legal risk created by Client that may Interfere with the proper continued provision of the SaaS
Services or the operation of SSG's network or systems.SSG may impose an additional charge to reinstate service following such suspension.
11.5 Post Termination.SSG has no obligation to retain Client Data beyond three months after the expiration or termination of SaaS Services.
11.6 Survival. Sections 1,2,5,6,7.3,8,9,10,11,and 12 coil survive termination of this Agreement.
12 MISCELLANEOUS
12.1 Compliance.During the term of the Agreement and for a period of one year following its termination,SSG will have the right to verify Client's full
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compliance with the terms and requirements of the Agreement. If such verification process reveals any noncompliance,Client agrees to reimburse SSG
for the reasonable costs and expenses of such verification process incurred by SSG(including but not limited to reasonable attorneys'fees),and Client will
promptly cure any such noncompliance;provided,however,that the obligations under this Section do not constitute a waiver of SSG's termination rights
and do not affect SSG's right to payment for Services and interest fees related to usage in excess of the License Metrics.
12.2 Force Majeure. Any party hereto will be excused from performance(except payment obligations)under this Agreement for any period of lime
that the party is prevented from performing its obligations hereunder as a result of an act of God,war,utility or communication failures,or other cause
beyond the party's reasonable control. Both parties will use reasonable efforts to mitigate the effect of a force majeure event.
12.3 Non-Solicitation. Both parties agree not to recruit,divert,or solicit the employment of each other's employees during the term of this Agreement
and for a period of 12 months following termination or expiration of this Agreement;provided,however,that either party may engage in general solicitations
(e.g., newspaper, online job postings, etc.)for employees in the ordinary course of business not specifically directed or targeted at the other party's
employees.
12.4 Waiver. The failure of either party at anytime to enforce any right or remedy available to it under this Agreement with respect to any breach or
failure by the other party will not be construed to be a waiver of such right or remedy with respect to any other breach or failure by the other party.
12.5 Headings. The headings used in this Agreement are for reference only and do not define,IimiL or otherwise affect the meaning of any provisions
hereof.
12.8 Severability. If any of the provisions of this Agreement are determined be invalid or unenforceable,such invalidity or unenforceability will not
invalidate or render unenforceable the entire Agreement,but rather the entire Agreement will be construed as if not containing the invalid or unenforceable
provision or provisions,and the rights and obfigations of Client and SSG will be construed and enforced accordingly.
12.7 Assignment. SSG may assign the Agreement to an affiliate,a successor in connection with a merger,acquisition or consolidation,or to the
purchaser in connection with the sale of all or substantially all of its assets. Client may not assign the Agreement or any of the rights or obligations under
the Agreement without the prior written consent of SSG.
12.8 Relationship of the Parties. The parties hereto expressly understand and agree that each party is an independent contractor in the performance
of each and every part of the Agreement,is solely responsible for all of its employees and agents and its labor costs and expenses arising in connection
therewith.
12.9 Governing Law. This Agreement is governed by the laws of the State of Texas without giving effect to its conflict of law provisions.Any dispute
will be litigated in the state or federal courts located in Travis County in the State of Texas to whose exclusive jurisdiction the parties hereby consent.For
purposes of establishing jurisdiction in Texas under this Agreement,each party hereby waives,to the fullest extent permitted by applicable law,any claim
that:fn)it is not personally subject to the jurisdiction of such court;(t)it is immune from any legal process with respect to it or its property;and{ii)any such
suit,action or proceeding is brought in an inconvenient forum.The parties agree to waive the right to trial by jury In any action or proceeding that takes
place relating to or arising out of this Agreement. The Uniform Computer Information Transactions Act does not apply to this Agreemert or orders placed
under it
12.10 EntireAgreement. The Agreement contains the entire agreement of the parties with respect to its subject matter and supersedes and overrides
all prior agreements on the same subject matter,and will govern all disclosures and exchanges of Confidential Information made by the parties previously
hereto. This Agreement may not be modified except by a writing signed by SSG and Client. SSG acceptance of a Client purchase order or other ordering
document is for convenience only,and any addklonal or different terns in any purchase order or other response by Client are deemed objected to by SSG
without need of turther notice of objection and will be of no effect or in any way binding upon SSG.
12.11 Use of Agents. SSG may designate any agent or subcontractor to perform such tasks and functions to complete any services covered under
this Agreement. However,nothing in the preceding sentence will relieve SSG from responsibility for performance of its duties under the terms of this
Agreement.
12.12 Publicity.Client agrees that SSG may identify Client as a recipient of Services and use its logo in sales presentations,marketing materials and
press releases.
12.13 Notices. Any notice or other communication required or permitted under this Agreement shall be in writing and shall be deemed to have been
given(a)upon receipt by personal delivery,delivery by overnight courier(with signature acknowledgement of receipt),or delivery by certified mail,(b)the
second business day after mailing via first class mail(other than pursuant to(a)),(c)the first business day after sending by facsimile,or(d)immediately if
sent by email or by a notification delivered via the SaaS Services. All Notices to SSG shall be directed to Social Solutions Global,Inc.,10801-2 N.MoPac
Expy.,Suite 400,Austin,TX 78759,ATTN:Legal,or the address set forth In the Order Form for Client.Either party may designate,by Notice to the other,
substitute addresses,addressees or facsimile numbers for Notices,and thereafter,Notices are to be directed to those substitute addresses,addressees or
facsimile numbers.
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ADDENDUM TO AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
SOCIAL SOLUTIONS GLOBAL,INC
This Addendum to City of Fort Worth RFQ 18-0374 and Social Solutions Global, Inc.
Master Service Agreement ("Addendum") is entered into by and between the Social Solutions
Global, Inc. ("Seller") and the City of Fort Worth ("City"), collectively the "parties", for a
purchase of licenses.
The Contract documents shall include the following:
I. The RFQ 18-0374 and Social Solutions Global, Inc.Master Service Agreement with Order
Form;and
2. This Addendum.
Notwithstanding any language to the contrary in the attached RFQ 18-0374 and Social
Solutions Global,Inc.Master Service Agreement with Order Form(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 on September 1,2018(the"Effective
Date")and shall expire August 31,2021 (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 two(2)years at City's option,each
"Renewal Term."City shall provide Seller with written notice of its intent to renew at Ieast thirty
(30)days prior to the end of each term.
2- Termination.
a 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 daysafter
receipt of notice from the non-breaching party, or other time frame as agreed to by the
parties. If the breaching party fails to cure the breach within the stated period of time,the
non-breaching party may, in its sole discretion, and without prejudice to any other right
under the Agreement, law, or equity, immediately terminate this Agreement by giving
written notice to the breaching party.
b 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
Seller 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
Addendum to Agreement with Social Solutions Global,
LLC Page I of 4
any kind whatsoever,except as to the portions of the payments herein agreed upon for
which funds have been appropriated.
C Duties and Obligations of the Parties. In the event that the Agreement is
terminated prior to the Expiration Date,City shall pay Seller for services actually rendered
up to the effective date of termination and Seller shall continue to provide City with
services requested by City and in accordance with the Agreement up to the effective date
of termination. Upon termination of the Agreement for any reason, Seller shall provide
City with copies of all completed or partially completed documents prepared under the
Agreement. In the event Seller has received access to City information or data as a
requirement to perform services hereunder,Seller shall return all City provided data to City
in a machine readable format or other format deemed acceptable to City at Seller's then-
current fee.
3. 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.
4. 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.
5. 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.
6. Indemnity. To the extent the Agreement requires City to indemnify or hold Seller
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.
7. No Debt. In compliance with Article I I § 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.
8. 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 Seller. It will be the responsibility
of Seller to submit reasons objecting to disclosure. A determination on whether such reasons are
Addendum to Agreement with Social Solutions Global,
LLC Page 2 of 4
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.
9. 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.
10 Immigration Nationality Act. City actively supports the Immigration&Nationality
Act(INA)which includes provisions addressing employment eligibility,employment verification,
and nondiscrimination. Seller shall verify the identity and employment eligibility of all employees
who perform work under the Agreement. Seller shall complete the Employment Eligibility
Verification Form(1-9),maintain photocopies of all supporting employment eligibility and identity
documentation for all employees,and upon request,provide City with copies of all 1-9 forms and
supporting eligibility documentation for each employee who performs work under the Agreement.
Seller shall establish appropriate procedures and controls so that no services will be performed by
any employee who is not legally eligible to perform such services. Seller shall provide City with a
certification letter that it has complied with the verification requirements required by the
Agreement. Seller shall indemnify City from any penalties or liabilities due to violations of this
provision.City shall have the right to immediately terminate the Agreement for violations of this
provision by Seller.
11. No Boycott of Israel. Seller 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, Seller certifies that Seller's
signature provides written verification to City that Seller: (I)does not boycott Israel;and(2)will
not boycott Israel during the term of the Agreement.
12 Right to Audit. Seller 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 Seller involving transactions relating to the
Agreement. Seller agrees that City shall have access during normal working hours to all necessary
Seller 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 Seller reasonable advance
notice of intended audits.
(signature page follows)
Addendum to Agreement with Social Solutions Global,
LLC Page 3 of 4
c1+h
Executed this the I day of -1-5A2018.
CITY:
City of Fort Worth 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:Jesus J.Chapa
Title: gAssistant City Manager
Date: < �� By: Name:Shelby Hopson
Title: Victim Assistance C rdinator
Approval R mmen d:
Approved as to Form and Legality:
By: ` ��T
14 ame:J o'eY F.Fitzger
Title: Chief of Poli 'ILI Na e:John13.Stron
Title: Assistant C&y Attorney
Attest: U =
* '(Ap ract Authorization:
C:
By:
a Mary Kayser
Title: City Secretary
SELLER:
SOLICIAL SOLUTIONS GLOBAL, INC.
Name: Efineth Saunders
Title: Chief Financial Officer
Date:
OFFICIAL kECORD
CITY SECRETARY
Ira WORTH,TX
Addendum to Agreement with Social Solutions Global,
LLC Page 4 of 4