HomeMy WebLinkAboutContract 54774 Joym CSC No.54774
Master Services Agreement
General Terms and Conditions
This JOYND Master Services Agreement (this "Agreement") is effective upon the date of signing of the
Agreement by an Assistant City Manager of the City(the"Effective Date")
BETWEEN
Joynd LLC, a Limited Liability Company existing under the laws of the State of Florida, and having a place of
business at 37 N. Orange Ave Suite 500, Orlando, FL 32801 ("Joynd")
AND
The City of Fort Worth, a Municipality existing under the laws of the State of Texas("Company"), who may be
contacted at its place of business as follows:
Address: 200 Texas St, Fort Worth,TX 76131
Attention: Information Technology Solutions Department
RECITALS:
WHEREAS, Joynd is in the business of providing software services for HR integrations;
WHEREAS, the parties desire that Joynd make such software services available to Company under the terms
and conditions of this Agreement;
WHEREAS, Company desires to use the Joynd Product for the purpose of integrating licensed products used
by Company; and
WHEREAS, each order as specified in an Order (defined below) will be performed under the terms and
conditions herein.
NOW THEREFORE, in consideration of the mutual covenants contained herein,and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Definitions. The following definitions apply to this Agreement (in addition to the other defined terms
specified elsewhere in this Agreement):
1.1. "Additional Professional Services"means any additional services that Company purchases beyond
the scope of the Implementation Services listed in Schedule A hereto and which are specified in the
Order(s).
1.2. "Company Data" means data provided to Joynd by Company that may be processed by the Hosted
Service (or the results of such processing) in the course of implementing and/or using the Hosted
Service.
1.3. 'Vendor Product" means Company's vendors' software products or services with which the Joynd
Product will be utilized for Company and its end-users, as indicated on the Order(s).
1.4. "Electronic Communication" means any transfer of signs, signals, text images, sounds, data, or
intelligence of any nature transmitted in whole or in part electronically.
1.5. "Including,"whether or not capitalized, means"including, but not limited to".
1.6. "Integrated Solution" means the integration to be provided by Joynd for Company's use pursuant to
the Order(s) integrating the Joynd Product with Vendor Products for the purpose of providing the
Hosted Service solely to Company's end users. For the avoidance of doubt, the Integrated Solution
does include the Vendor Product.
1.7. "Hosted Service" means the Joynd Hosted Service subscribed to by Company as indicated on the
Order(s)and pursuant to the terms and conditions of this Agreement.
1.8. "JOYND Product" means, collectively, the Hosted Service, the Integrated Solution, and/or any
components therein provided for use outside of the Hosted Service and/or the Integrated Solution.
OFFICIAL RECORD
20201012—City of Ft.Worth—Joynd—Master Services Agreement CITY SECRETARY Page 1 of 19
FT. WORTH, TX
Joymik .
Master Services Agreement
General Terms and Conditions
1.9. "JOYND Product Term" means the time period specified on an Order for which Company subscribes
to the Joynd Product.
1.10. "Order" means Joynd's order form evidencing the subscription to a Joynd Product, Implementation
Services, and/or and any Additional Professional Services and any subsequent order forms submitted
online or in written form, specifying, among other things, the Joynd Product subscribed for, any other
services contracted for, applicable Fees, Joynd Product Term, billing period, and other charges as
agreed to between the parties.
1.11. "Term" means the term of this Agreement, which commences on the Effective Date herein and ends
on either:(1)the last day of the last Joynd Product Term on the Order(s);or(2)the date this Agreement
(including any Order(s)) is otherwise terminated in accordance with the terms and conditions herein.
1.12. "JOYND Data" means data sourced or compiled by Joynd or licensed to Joynd from third parties and
aggregated statistical data obtained from Joynd's customers (including Company's) use of the Joynd
Product(aggregated statistical data will not include data which can be used by itself,or with other data
to show it is associated with a particular individual).
2. Schedules and Orders. This Agreement is comprised of, and each is considered an integral part thereof:
(1)the General Terms and Conditions; (2) Schedule A(Implementation and Support Services); and (3)any
Order(s)that expressly reference this Agreement.
3. Conflict and Precedence. In the event of a conflict between any of the following, the following order of
precedence will apply: (1) the Order(s); (2) Section 12 (Specific Joynd Product Terms and Conditions); (3)
Schedule A(Implementation and Support); and (4) the remaining terms and conditions of the Agreement
(excepting Section 12).
4. Subscription and Services. Joynd and Company shall perform, in accordance with the terms and
conditions of this Agreement, the activities set out in this Agreement and the Order(s), and such additional
activities as the parties may agree to from time to time in writing. Company hereby subscribes pursuant to
this Agreement to the Joynd Product as indicated on the Order(s).
5. Fees. Company shall pay to Joynd all fees and applicable taxes associated with the provision of the Joynd
Product and/or the Additional Professional Services to Company as indicated on the Order(s)and pursuant
to the terms and conditions of this Agreement(collectively, "Fees").
6. Orders.
6.1. Order Procedure. This Agreement does not by itself order the Joynd Product or otherwise purchase
any Additional Professional Services. Upon receipt of a fully executed Order which references this
Agreement, Joynd shall provide Company with the Joynd Product subscribed to and/or Additional
Professional Services in accordance with the terms and conditions of this Agreement and as specified
in the Order(s).
6.2. Incorporation. Upon execution, each Order will be incorporated into and become a part of this
Agreement.
7. Provision of Hosted Service. Subject to Company's compliance with the terms and conditions of this
Agreement and the Order(s), Joynd shall make the Hosted Service available to Company on a subscription
basis during the Joynd Product Term(s) specified in the Order(s) for Company to utilize on a worldwide,
personal, nonexclusive, and nontransferable (except in connection with an assignment/delegation pursuant
to Section 19.5)and revocable basis solely for Company's internal business operations that does not include
third party service bureau use, outsourcing, renting, or time-sharing the Hosted Service separate from the
Integrated Solution.
8. Restrictions. All rights provided to Company under this Agreement in relation to the Joynd Product and
Joynd Data are provided to Company on the condition that Company shall not, and shall not allow any third
party to, copy, modify, create a derivative work of, reverse engineer, reverse assemble, disassemble, or
decompile the Joynd Product or Joynd Data,or any part thereof,or otherwise attempt to discover any source
code, modify the Joynd Product or Joynd Data in any manner or form (except as expressly permitted by this
Agreement and solely through the modification tools and means provided by Joynd), including for the
20201012—City of Ft.Worth—Joynd—Master Services Agreement Page 2 of 19
Joymik .
Master Services Agreement
General Terms and Conditions
purpose of building a similar or competitive product or service or for the purpose of obtaining unauthorized
access to the Joynd Product. Company is expressly prohibited from licensing use of, or granting access to
the Joynd Product or Joynd Data to any third parties other than Company employees and contractors
performing services for the internal business operations of Company or customers of Company using the
Integrated Solution ("Authorized Users"). Company is responsible for the compliance of all Authorized
Users with this Agreement.
9. Data License from Company. Subject to the terms and conditions of this Agreement, Company grants
Joynd a worldwide, royalty free, non-exclusive, non-transferable (except in connection with a permitted
assignment under this Agreement) license ("Company License Grant") to copy, store, record, transmit,
maintain, display, view, print, or otherwise use Company Data to the extent necessary to provide, manage,
operate, and/or optimize the Joynd Product. The Company License Grant commences on the applicable
Order Effective Date and, on the date that is 30 days following the termination or expiration of the Joynd
Product Term, will be reduced in scope for the sole purpose of allowing Joynd to store backed up Company
Data (if any) at an offsite storage facility. Furthermore, the Company License Grant will terminate in its
entirety one year following the termination or expiration of the Joynd Product Term. For greater clarity, the
term of the Company License Grant for a specific piece of Company Data is determined by the Joynd Product
Term of the Joynd Product that utilized such Company Data.
10. Fee and Travel Costs.
10.1. Fee. Company shall pay all Fees specified in the Order(s) regardless of Company's utilization of the
JOYND Product. Currency is as specified on the Order(s). Company shall pay invoices no later than
30 days after invoice receipt or the due date specified on the Order(s), if later. Should Company,acting
reasonably,wish to dispute a specific charge on an invoice, Company shall deliver to JOYND a written
notice detailing the reasons for the dispute no later than 10 days after the due date of the invoice in
question. JOYND shall respond to the dispute within 15 days of receipt of the notice and the parties
shall in good faith endeavor to resolve the dispute within 30 days of JOYND's response. Company
shall pay all costs JOYND incurs to collect any overdue, undisputed Fees, provided such costs occur
subsequent to a request for payment sent to Company in accordance with the terms of this Agreement.
Fees do not include sales or use taxes and Company shall pay (and be solely responsible for) all
applicable foreign, federal, state, provincial, and local taxes pertaining to Company's access to, use,
or receipt of the JOYND Product (including any withholding taxes required to be deducted from the
Fee paid to JOYND). Company is not obligated to pay any taxes from any jurisdiction related to
JOYND's net income, capital, or assets.
10.2. Travel and Living Costs. Fees do not include any travel and living costs incurred by JOYND for any
on-site Company implementation, training, consulting, or other services unless specifically shown as
included on the Order(s). Company shall pre-approve in writing any travel and living costs and
Company shall reimburse JOYND for such costs no later than 30 days following Company's receipt of
invoice.
11. General Terms of Service. The following terms of service apply to this Agreement:
11.1. New JOYND Product Features. Unless expressly stated otherwise in this Agreement, any software
updates, new features that augment or enhance the JOYND Product, and/or any new services
subsequently purchased by Company from JOYND, will be subject to this Agreement.
11.2. Minimum System Requirements. Company acknowledges that Internet access, equipment, and
specified software and operating systems must meet the minimum system requirements set out for
the JOYND Product, as the same may be amended or replaced from time to time with 90 days'
advance notice to Company (collectively, the "Minimum System Requirements"). In addition,
Company is responsible for ensuring that the Minimum System Requirements are in place and
acknowledges that a failure to meet the Minimum Systems Requirements may impair Company's
successful use of the JOYND Product and that JOYND will not be responsible or liable for such
impairment of use so caused.
11.3. Passwords — Access — Notification. Company shall not share any passwords or user names
(collectively, "Passwords")except as required for Company to utilize the JOYND Product. Company
20201012—City of Ft.Worth—Joynd—Master Services Agreement Page 3 of 19
Joymik .
Master Services Agreement
General Terms and Conditions
is responsible for the confidentiality and use of all Passwords provided to or created by Company.
Company is responsible for all Electronic Communications, Company Data, and all other data of any
kind contained within emails or otherwise entered electronically through the Hosted Service or under
Company's account. Company acknowledges that JOYND will act as though any Electronic
Communication received under Company's Passwords, user name, or account number has been sent
by Company. Company and JOYND shall notify the other party as soon as reasonably possible if it
becomes aware of any loss, theft, or unauthorized use of any Passwords.
11.4. Transmission of Data. As the JOYND Product requires Electronic Communication over the Internet,
Company acknowledges that such Electronic Communication may be accessed by unauthorized
parties when communicated across the Internet, network communications facilities, telephone, or
other electronic means. Company further acknowledges that JOYND will not be responsible or liable
in any manner for any Electronic Communication or Company Data which are lost,altered, intercepted,
or stored without authorization during the transmission of any data whatsoever across networks not
owned or operated by JOYND, unless such loss is caused by JOYND's gross negligence or willful
misconduct.
11.5. Lawful Conduct. Each party shall comply with all applicable local, state, provincial, federal, and
foreign laws, treaties, regulations, and conventions in connection with its use or provision of the
JOYND Product. If either party violates any applicable anti-bribery law or the FCPA, the other party
will have the right to terminate this Agreement with immediate effect.
11.6. Company Electronic Communications. Company shall not send any unlawful, harassing,
defamatory, indecent, or threatening Electronic Communication using the JOYND Product. Company
shall not upload, post, reproduce, or distribute any information, software, or other material protected
by copyright or any other intellectual property right (including rights of publicity and privacy) without
first obtaining the permission of the owner of such rights. Company shall not in any way express or
imply that any opinions contained in any Company Electronic Communication are endorsed by
JOYND. Company shall at all times ensure that any use of the JOYND Product by Company and
Company's Authorized Users is in accordance with the terms and conditions of this Agreement and
the Order(s).
11.7. Links. The JOYND Product may provide links to other World Wide Web sites or resources controlled
by third parties. Because JOYND has no control over such sites and resources, Company
acknowledges that JOYND is not responsible for the availability of such external sites or resources,
and does not endorse and is not responsible or liable for any content, products, or other materials on,
or available from, such sites or resources.
11.8. Modification to the JOYND Product. JOYND reserves the right at any time and from time to time to
modify, temporarily or permanently, the JOYND Product or any part thereof(a "Modification"). In the
event a Modification results in the removal or disability of the material functionality of such JOYND
Product, JOYND shall give Company at least 90 days' advance notice of the change and, if the
functionality is materially relied upon by Company, then, upon Company's request, JOYND shall use
reasonable efforts to substantially restore such functionality to Company. In the event JOYND is
unable to substantially restore such functionality, Company will have the rights provided in Section
14.1. Except as expressly stated in this Section 11.8 and Section 14.1, JOYND will not be liable to
Company for any Modification.
11.9. JOYND Proprietary Rights. Company acknowledges that the JOYND Product contains proprietary
and confidential information that is protected by applicable intellectual property and other laws and that,
as between the parties, JOYND is the sole owner of the JOYND Product and all JOYND Data.
11.10. Company Proprietary Rights. JOYND acknowledges that, as between the parties, Company is the
sole owner of the Company Data.
12. Specific JOYND Product Terms of Service. For the JOYND Product Company subscribes to as indicated
on the Order(s), the following JOYND Product specific terms and conditions apply:
20201012—City of Ft.Worth—Joynd—Master Services Agreement Page 4 of 19
Joymik .
Master Services Agreement
General Terms and Conditions
12.1. JOYND Product. The volume of use by Company or number of Company employees that establish
the JOYND Fees in the Order(s)are subject to fair use or range limits as indicated on the Order(s). In
the event Company exceeds the fair use or range limits as indicated on the Order(s), additional fees
may apply.
13. Confidential Information.
13.1. For purposes of this Agreement, confidential information ("Confidential Information") includes: (1)
the terms of this Agreement; (2) any Company Data or JOYND Data; and (3) any information that
would be reasonably deemed to be confidential. Each party shall: (a)keep confidential all Confidential
Information disclosed to it by the other party; and (b) protect the confidentiality thereof in the same
manner as it protects the confidentiality of similar information and data of its own, and at all times
exercising at least a reasonable degree of care in the protection of such Confidential Information.
JOYND shall restrict its employees' access to Company's Confidential Information to only those
employees necessary to successfully provide the JOYND Product. Notwithstanding anything to the
contrary herein, JOYND has the right to disclose Confidential Information on a need-to-know basis to
its contractors who have executed written agreements requiring them to maintain Confidential
Information in strict confidence and use it only to facilitate the performance of their services for JOYND
in connection with the performance of this Agreement.
13.2. Notwithstanding Section 13.1 above, Confidential Information does not include information which the
recipient can demonstrate: (1) is known by the receiving party without violation of any contractual,
fiduciary, or other obligation of confidentiality prior to the disclosure thereof by the disclosing party; (2)
properly came into the possession of the receiving party from a third party which was not under any
obligation to maintain the confidentiality of such information; (3) has become available to the public or
is generally known in the industry through no act or fault on the part of the receiving party in breach of
this Agreement; or (4) was independently developed by or for the receiving party without use or
reference to the disclosing party's Confidential Information.
13.3. This Section 13 does not prohibit the disclosure of Confidential Information to the extent that such
disclosure is required by law or order of a court or other governmental authority. Unless prohibited by
law,each party shall give the other party prompt notice of the receipt of any subpoena or other request
for such disclosure and reasonably cooperate with the party seeking a protective order or other
confidential treatment of any Confidential Information which it has disclosed to the receiving party.
13.4. In addition, Confidential Information considered personal information ("Personal Information") under
any relevant personal information security laws and regulations ("Data Security Laws")applicable to
JOYND and/or Company will be subject to the higher standard of such Data Security Laws for Personal
Information as applicable to the recipient of such Personal Information. Each party shall reasonably
cooperate with the other party to assist each party to comply with the Data Security Laws applicable
to it.
13.5. Each party agrees that its obligations under this Section 13 are necessary and reasonable in order to
protect the disclosing party, and expressly agrees that monetary damages would be inadequate to
compensate the disclosing party for any breach by the receiving party of any covenants and
agreements set forth herein. Accordingly,each party agrees and acknowledges that any such violation
or threatened violation will cause irreparable injury to the disclosing party and that, in addition to any
other remedies that may be available in law, in equity or otherwise,the disclosing party shall be entitled
to seek injunctive relief against the threatened breach of this Agreement or the continuation of any
such breach, without the necessity of posting bond.
14. Warranties.
14.1. Warranty of Functionality. During the JOYND Product Term(s) specified in the Order(s), JOYND
warrants to Company that the JOYND Product will achieve in all material respects the functionality
described in the Order(s) and that such functionality will be maintained in all material respects in
subsequent upgrades to the JOYND Product. JOYND does not warrant that the JOYND Product will
be error-free. In the event JOYND breaches this warranty, Company's sole and exclusive remedy is
that JOYND shall use reasonable efforts to modify the JOYND Product to achieve in all material
20201012—City of Ft.Worth—Joynd—Master Services Agreement Page 5 of 19
Joymik .
Master Services Agreement
General Terms and Conditions
respects the functionality described in the Order(s), and if JOYND is unable to restore such
functionality, then Company will be entitled to terminate this Agreement within 90 days of the date of
the first instance of any material functionality problem as it relates to the JOYND Product and receive
a pro-rata refund of the Fees paid under this Agreement for the remaining but undelivered use of such
JOYND Product as of the date of the termination. JOYND will have no obligation with respect to any
warranty claim unless Company provides JOYND with written notice of such claim within 60 days of
the first instance of any material functionality problem.
14.2. Service Uptime Warranty. JOYND warrants that during the JOYND Product Term(s)specified in the
Order(s) the Hosted Service will meet 99.5% uptime, excluding scheduled maintenance windows
when JOYND conducts normal maintenance and upgrades. Scheduled maintenance windows that
may be used are the three hour periods commencing at 11 p.m. Wednesday and Friday nights, and
the five hour periods commencing at 11 p.m. Saturday nights EST/EDT. If in a given calendar month
the uptime commitment is not met, then Company's sole and exclusive remedy will be to receive a
credit of 1/3 of the Quarterly Subscription Fee to be applied to the following quarter. Any credit is
expressly conditional upon Company providing JOYND with written notice of such failure by the 30th
day of the month following such service level failure. Failing to meet the uptime in two of four
consecutive months will be deemed a breach of the warranty in Section 14.1. JOYND does not and
cannot control the transmission of data between the Hosted Service and Company. Such transmission
depends in large part on the performance of the Internet services provided or controlled by third
parties.At times, actions or inaction of such third parties can impair or disrupt Company's or JOYND's
connections to the Internet(or portions thereof); accordingly, JOYND will have no liability or obligation
to Company resulting from or related to such events.JOYND shall use commercially reasonable efforts
to notify Company of all regularly scheduled and emergency maintenance sessions.
14.3. Services Warranty. With respect to the Integrated Solution and any additional professional services
Company purchases as specified in the Order(s), JOYND warrants that: (1) it and each of its
employees, consultants, and subcontractors (if any) it uses to provide and perform the Integrated
Solution and any additional professional services under this Agreement has the necessary knowledge,
skills,experience,qualifications, rights,and resources to provide and perform the same in accordance
with this Agreement; and (2) the Integrated Solution and any additional professional services will be
performed for and delivered to Company in a good, diligent, and workmanlike manner in accordance
with industry standards.
14.4. Other Warranty. JOYND warrants that the JOYND Product will be free of viruses, Trojan horses,
worms, spyware, or other malicious code or components.
15. Disclaimer of Warranties.
15.1. General. EXCEPT AS STATED IN SECTION 14, JOYND DOES NOT REPRESENT OR WARRANT
THAT COMPANY'S USE OF THE JOYND PRODUCT WILL BE SECURE, TIMELY,
UNINTERRUPTED,OR ERROR-FREE,OR THAT THE JOYND PRODUCT WILL MEET COMPANY'S
REQUIREMENTS OR THAT ALL ERRORS IN THE JOYND PRODUCT WILL BE CORRECTED.THE
WARRANTIES STATED IN SECTION 14 ARE THE SOLE AND EXCLUSIVE WARRANTIES
OFFERED BY JOYND IN RELATION TO THE JOYND PRODUCT. THERE ARE NO OTHER
WARRANTIES OR CONDITIONS, EXPRESS OR IMPLIED, INCLUDING THOSE OF
MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. EXCEPT AS STATED IN
SECTION 14, THE JOYND PRODUCT IS PROVIDED TO COMPANY ON AN "AS IS" AND "AS
AVAILABLE" BASIS, AND IS FOR COMMERCIAL USE ONLY. COMPANY ASSUMES ALL
RESPONSIBILITY FOR DETERMINING WHETHER THE JOYND PRODUCT OR THE
INFORMATION GENERATED THEREBY IS ACCURATE OR SUFFICIENT FOR COMPANY'S
PURPOSES. COMPANY ACKNOWLEDGES THAT IT HAS RELIED ON NO WARRANTIES OTHER
THAN THE WARRANTIES EXPRESSLY SET FORTH IN THIS AGREEMENT.
15.2. In addition, Company acknowledges that JOYND does not fact check or verify JOYND Data or other
information that may be provided by the JOYND Product.Accordingly, Company utilizes all JOYND
Data and any other information provided by the JOYND Product at its own risk.
20201012—City of Ft.Worth—Joynd—Master Services Agreement Page 6 of 19
Joymik .
Master Services Agreement
General Terms and Conditions
16. Limitation of Liability.
16.1. Limitation of Types of Damages. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER
PARTY FOR INCIDENTAL, CONSEQUENTIAL, PUNITIVE, SPECIAL, EXEMPLARY, OR INDIRECT
DAMAGES OFANYTYPE OR KIND, INCLUDING LOSS OF REVENUE, PROFITS, USE,OR OTHER
ECONOMIC ADVANTAGE, ARISING FROM ANY BREACH OF WARRANTY, BREACH OF
CONTRACT, NEGLIGENCE, OR ANY OTHER LEGAL CAUSE OF ACTION (INCLUDING TORT)
ARISING OUT OF OR RELATED TO THIS AGREEMENT OR ANY OF THE TRANSACTIONS IT
CONTEMPLATES.
16.2. Limitation on Amount of Damages. Except as provided below in this Section 16.2. in no event shall
the aggregate liability of JOYND to Company arising out of or related to this Agreement exceed the
total amount paid by Company hereunder for the JOYND Product giving rise to the liability in the twelve
(12) months preceding the incident subject to the claim. However, with respect to damages cause by
JOYND's breach of its confidentiality or security obligations as set forth in this Agreement, the
aggregate liability of JOYND to Company arising out of or related to this Agreement shall not exceed
the total amount paid by Company hereunder for the JOYND Product giving rise to the liability in the
twenty-four(24) months preceding the incident subject to the claim. The limitation of liability set forth
in this Section 16.2 shall not apply to damages caused by JOYND's willful misconduct or gross
negligence, or to JOYND's indemnification obligations set forth in Section 17.1. The foregoing
limitation will apply whether an action is in contract or tort and regardless of the theory of liability. No
cause of action, however arising, which accrued more than one (1) year prior to the institution of a
legal proceeding alleging such cause of action, may be asserted by Company against JOYND, to the
extent permitted by law. The essential purpose of this provision is to limit the potential liability of the
parties arising out of or related to this Agreement or any of the transactions it contemplates.
17. Indemnification.
17.1. JOYND's Indemnity Obligations. JOYND will defend Company against any claim, demand, suit or
proceeding made or brought against Company by a third party alleging that the use of the JOYND
Product infringes such third party's rights under any United States patent, copyright, trademark, or
trade secret ("Infringement Claim"), and will indemnify Company from any damages, attorneys'fees
and costs finally awarded against Company as a result of an such Infringement Claim Against
Company. If JOYND receives information about an infringement or misappropriation claim related to
the JOYND Product, JOYND may in its sole discretion: (a) replace or modify the JOYND Product so
that the JOYND Product become non-infringing (while substantially preserving the functionality of the
JOYND Product), or (b) obtain for Company the right to continue using the JOYND Product in
accordance with this Agreement. If JOYND determines that neither of these alternatives is
commercially reasonable, JOYND may terminate the Agreement, without liability, upon written notice
to Company, and refund to Company any prepaid fees covering the term remaining after the effective
date of termination on any JOYND Products that are the subject of the infringement. JOYND shall
have no obligation to defend or indemnify Company for any such claims, suits or demands to the
extent the alleged infringement is based on: (i)a modification of the JOYND Product by anyone other
than JOYND; (ii) JOYND's compliance with Company's specifications or instructions; (iii) use of the
JOYND Product other than in compliance with the terms of this Agreement, or applicable law; (iv)the
Company Data; or(v) use of the JOYND Product in combination with any product, services, content,
materials, or software not provided by JOYND (including any Vendor Product) where the alleged
infringement relates to such combination. The indemnity obligation set forth in this Section 17.1 shall
be Company's sole remedy in the event of infringement. JOYND's obligations hereunder are
contingent upon Company: (1)promptly, and in no event later than thirty days of the Third Party Claim
or the deadline for filing defense related documents in accordance with applicable rules of procedure
(whichever is sooner), gives JOYND notice of any such third party Infringement Claim; (2) gives
JOYND sole control of the defense and related settlement negotiations; and (3) promptly provides
JOYND with all reasonably available information and assistance necessary to perform JOYND's
obligations under this Section 17.1. Provided JOYND complies with this Section 17.1, Company will
have no other remedy against JOYND, with the sole exception of terminating this Agreement; upon
any such termination of this Agreement, JOYND shall provide Company a pro-rata refund of the Fees
20201012—City of Ft.Worth—Joynd—Master Services Agreement Page 7 of 19
Joymik .
Master Services Agreement
General Terms and Conditions
paid under this Agreement for the remaining but undelivered use of use of the JOYND Product as of
the date of the termination.
17.2. Company's Indemnity Obligations. Company shall indemnify, defend, and hold JOYND harmless
from and against any Losses arising out of or related to a Third Party Claim against JOYND alleging
that the Company Data, or any use thereof: (a) infringes the legal or intellectual property rights of any
third party or(b)arising from Company's gross negligence or willful misconduct; provided that JOYND:
(i)promptly,and in no event later than 30 days of the Third Party Claim or the deadline for filing defense
related documents in accordance with applicable rules of procedure (whichever is sooner), provides
Company notice of the Third Party Claim; (ii) gives Company sole control of the defense and related
settlement negotiations; and (iii) provides Company with all reasonably available information and
assistance necessary to perform Company's obligations under this Section 17.2. Provided Company
complies with this Section 17.2, JOYND will have no further remedy against Company for Losses
relating to a Third Party Claim.
17.3. Survival of Indemnification Obligations. The indemnification obligations contained in this Section
17 will survive the termination or expiration of the Term of this Agreement for five years.
18. Suspension—Termination.
18.1. Suspension for Immediate or Ongoing Harm. Company acknowledges that the Hosted Service is
multi-tenant in nature. JOYND reserves the right to temporarily suspend Company's access to or use
of the Hosted Service, with reasonably contemporaneous telephonic notice to Company, if JOYND
reasonably concludes that Company's use of the Hosted Service is causing immediate or ongoing
harm to JOYND or others by causing a disruption of the Hosted Service(e.g. a denial of service attack
through a Company career portal). In the event JOYND suspends Company's access to the Hosted
Service,JOYND and Company shall use their best efforts to resolve the issues causing the suspension
of the Hosted Service. JOYND will not be liable to Company for any suspension described in this
Section 18.1.
18.2. Suspension for Delinquent Account. JOYND reserves the right to suspend Company's use of the
JOYND Product if Company fails to pay any undisputed invoice after it is due and JOYND has provided
Company at least 10 days'advance written notice of the overdue invoice following the due date of the
invoice.Any disputed amounts must be disputed in accordance with Section 10.1. JOYND will not be
liable to Company for any suspension described in this Section 18.2.
18.3. Termination for Material Breach. Either party may terminate this Agreement and all Order(s)
hereunder upon thirty 30 days'written notice to the other party in the event of a material breach of any
provision of this Agreement by the other party and where the breaching party fails to cure such breach
within 30 days of notice of such breach. If this Agreement is terminated as a result of a breach on
JOYND's part, JOYND shall refund the pro-rata portion of any Fees that may have been paid by
Company for the portion of the JOYND Product not furnished to Company as of the termination date.
If this Agreement is terminated as a result of a breach on Company's part, then Company is
responsible for all Fees to JOYND that would have occurred under the Order(s) then in effect, and
Company shall pay such Fees within 30 days of the termination. In addition, upon a termination
pursuant to this Section 18.3, all subscriptions to use the JOYND Product will cease and the JOYND
Product Term in each Order will terminate.
18.4. Termination for Convenience. After the first 24 months following the Effective Date of the Product
Order#1, either party may terminate this Agreement and all Order(s) hereunder upon sixty 90 days'
written notice to the other party. If notice is provided by Company, any pre-paid fees will not be subject
to refund, and any deferred fees or balances due must be paid within 15 days of notice by Company
to JOYND. If notice is provided by JOYND, any pre-paid subscription fees, as defined by the effective
Product Order(s), will be subject to pro-rata refund within 15 days of notice.
18.5. On Termination or Expiration of Agreement. Upon the termination or expiration of an JOYND
Product Term, Company will have no rights to continue use of the JOYND Product. Following the
termination or expiration of the JOYND Product Term,JOYND may immediately deactivate Company's
account related to the JOYND Product, and shall delete related Company Data(if any)from JOYND's
20201012—City of Ft.Worth—Joynd—Master Services Agreement Page 8 of 19
Joymik .
Master Services Agreement
General Terms and Conditions
servers within thirty 30 days after such termination or expiration. In addition, following the termination
or expiration of the JOYND Product Term, Company shall: (1) immediately cease to use the JOYND
Product and, if applicable, delete the same from Company's servers no later than 30 days after such
termination or expiration; and (2) have no further rights to continue to use the JOYND Product in any
manner.
19. General.
19.1. Choice of Law — Designation of Forum — Waiver of Jury Trial. Except where governed by the
applicable federal laws of the United States, the laws of the State of Florida (without giving effect to
any conflicts of laws principles in either case) govern all matters arising out of or relating to this
Agreement and all of the transactions it contemplates, including its interpretation, construction,
performance,and enforcement.Any party bringing a legal action or proceeding against any other party
arising out of or relating to this Agreement shall bring such legal action or proceeding in the courts of
the State of New York or the State of Florida. Each party waives, to the fullest extent permitted by law
any objection, both now and in the future,to the choice of law and designation of forum outlined above.
In addition, each Darty, to the extent permitted by law, knowingly, voluntarily, and intentionally waives
its right to a trial by fury in any action or other legal proceeding arising out of or relating to this
Agreement and the transactions it contemplates: this waiver applies to any action or legal proceeding,
whether sounding in contract,tort,or otherwise. In the event of any legal action or proceeding between
the parties hereto arising out of or relating to this Agreement, the prevailing party will be entitled to an
award of reasonable attorney fees and costs. In addition, the International Sale of Goods Act and the
United Nations Convention on Contracts for the International Sale of Goods have no application to
this Agreement.
19.2. Trademark Information. The trademarks and service marks of each party will not be used in any
manner without the other party's prior written consent.
19.3. Notices. Except as otherwise provided in this Agreement,the parties shall provide all notices required
under this Agreement in writing and such notices will be deemed given when delivered by hand or
courier,facsimile, electronic transmission or five days after mailing, postage prepaid, by certified mail,
return receipt requested. The address for notices in the case of Company is as appears on page 1 of
this Agreement; and in the case of CloudMills-JOYND LLC, to: CloudMills-JOYND LLC,Attention:
President, 37 N. Orange Ave. Orlando, FL 32804, (email: president(a-Joynd.com). In all cases in this
Agreement where an address, telephone number, email address, or Internet web page is specified,
the same may be changed at any time by a party notifying the other party in accordance with this
Section 19.4.
19.4. Assignment and Delegation—Successors and Assigns.
19.4.1. Neither party may assign any of its rights nor delegate any performance under this Agreement
without the prior written consent of the other party, such consent not to be unreasonably
withheld. Notwithstanding the foregoing, such consent is not required to assign or delegate: (1)
to the successor of all or substantially all of either parties'business or assets; or(2)for JOYND
to make an assignment or delegation to a subsidiary or affiliate that provides the JOYND Product
to Company.Any purported assignment of rights or delegation of performance in violation of this
Section 19.4.1 is void.
19.4.2. This Agreement binds and benefits the parties' respective successors and permitted assigns.
This Section 19.4.2 does not address, directly or indirectly, whether: (1) rights under this
Agreement are assignable; or (2) performance under this Agreement is delegable. Section
19.4.1 addresses these matters.
19.5. Force Majeure. Neither party will be liable for any failure or delay in performance under this
Agreement(other than for a delay in the payment of money due and payable hereunder)to the extent
such failure or delay is caused by conditions beyond the reasonable control of and not the fault of the
nonperforming party, including Acts of God, earthquakes, floods, fire, hurricanes, unusually extreme
or severe weather, wars, insurrections, terrorism, riots, labor stoppage, criminal acts of third parties,
provided that the nonperforming party gives the other party prompt written notice, with full details
20201012—City of Ft.Worth—Joynd—Master Services Agreement Page 9 of 19
Joymik .
Master Services Agreement
General Terms and Conditions
following the occurrence of the cause relied upon. Dates by which performance obligations are
scheduled to be met will be extended for a period of time equal to the time lost due to any delay so
caused. Notwithstanding, if JOYND is unable to perform its obligations hereunder for thirty(30)days,
it will be considered a material breach.
19.6. Authority to Contract. Each party represents to the other that it has the authority to enter into this
Agreement,that the entity or individual name which it has provided on its own behalf for this Agreement
is a true and accurate representation of its legal identity, and that the execution and performance of
this Agreement has been duly authorized by all requisite formalities.
19.7. Independent Parties. Nothing in this Agreement is intended to create a joint venture, partnership,
agent, or employment relationship between the parties. Neither party by virtue of this Agreement has
any right, power, or authority to act or create any obligation, express or implied, on behalf of the other
party.
19.8. Rights and Remedies Cumulative. The rights and remedies set forth in this Agreement are not
intended to be exhaustive and the exercise by either party of any right or remedy does not preclude
the exercise of any other rights or remedies that may now or subsequently exist in law or in equity or
by statute or otherwise.
19.9. Amendments — Waiver. Any amendment to this Agreement must be in writing and signed by both
parties. No provision, right, power, or privilege in this Agreement may be waived, except pursuant to
a writing executed by the party against whom the waiver is sought to be enforced.
19.10. Severability. If any provision of this Agreement is held to be illegal, invalid, or unenforceable, in
whole or in part, such provision will be ineffective to the extent of such illegality, invalidity, or
unenforceability without invalidating the remainder of such provision or the remainder of this
Agreement.
19.11. Headings. The section headings used in this Agreement are for convenience of reference only and
do not affect the interpretation or construction of this Agreement.
19.12. Survival. After termination or expiration of this Agreement, all provisions relating to payment will
survive until completion of the required payments. In addition, Sections 9, 11.5, 11.9, 11.10, 13, 14.5,
15, 16, 17 (for five years pursuant to Section 17.3), 18.5, and 19 will survive the termination or
expiration of this Agreement.
19.13. Company Purchase Orders. If Company issues a purchase order in respect of this Agreement,
Company acknowledges that such purchase order is solely for the convenience of Company's
purchasing system and does not in any way modify or add to this Agreement or the rights or obligations
of JOYND or Company.
19.14. Construction. This Agreement will be construed as if drafted by both parties and will not be strictly
construed against either party.
19.15. Counterparts. This Agreement may be executed in counterparts, each of which will be considered
an original and all of which will constitute one and the same agreement. Receipt of an originally
executed counterpart signature page by facsimile or an electronic reproduction of an originally
executed counterpart signature page by electronic mail or by e-signing is effective execution and
delivery of this Agreement.
19.16. Entire Agreement. This Agreement constitutes the final agreement between the parties. It is the
complete and exclusive expression of the parties' agreement on the matters contained in this
Agreement.All prior and contemporaneous negotiations and agreements between the parties on the
matters contained in this Agreement are expressly merged into and superseded by this Agreement.
20201012—City of Ft.Worth—Joynd—Master Services Agreement Page 10 of 19
Joymik .
Master Services Agreement
General Terms and Conditions
EXECUTION. The parties, by their duly authorized representatives, are signing this
Agreement as of the Effective Date above.
Acceptance: Acceptance:
City of Ft. Worth JOYND LLC ("JOYND")
By its authorized signatory: By its authorized signatory:
uba-Al 754wr SA*0'MrC7
Valerie Washington(Nov 2,202010:32 CST) Dianna Sheppard(0 2,202020:49 PDT)
Signature & Date Nov 2,2020 Signature & Date Oct 26,2020
Print Name: Valerie Washington Print Name: Dianna Sheppard
Title:Assistant City Manager Title: CEO
Main Contact
Neena Kovuru
Assistant Director
Human Resources Department
200 Texas Street
Fort Worth, TX 76102
(817)392-7567
Neena.Kovuru(aD-fortworthtexas.gov
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
20201012—City of Ft.Worth—Joynd—Master Services Agreement Page 11 of 19
Schedule A— Implementation and Support Services
1. JOYND shall provide Company with support services for the JOYND Product("Support Services"). Support
Services are assistance with basic troubleshooting, technical and usage questions, and problem reporting.
Unless end-user training is indicated as part of the Implementation Services to be provided by JOYND,
Company is responsible to provide training to Company's end-users of the JOYND Product. In addition,
Company is responsible to provide support to Company's end-users of the JOYND Product. Support
Services are available between 9 a.m. and 9 p.m. EST/EDT Monday through Friday, excluding the following
holidays: New Year's Day, Good Friday, Labor Day, Thanksgiving Day, Columbus Day, and Christmas Day
("Business Hours"). Support Services are available via:
a. Support E-mail—helpdesk(a-Joynd.com
b. Business Hours: 9:00 AM Eastern—9:00 PM Eastern
c. Support Line—(844)700-0900
d. Online at www.JoVnd.com
2. JOYND shall reply to emails received during Business Hours within four business hours. JOYND shall reply
to emails received after Business Hours by 12:00 p.m. on the next day the Business Hours Support Line is
normally staffed.
3. During the JOYND Product Term(s)specified in the Statements of Work(SOWs), JOYND shall provide the
following Support Services for problems encountered by Company with the Integrated Solution:
3.1. For any demonstrable malfunction in the Integrated Solution which causes Company to be unable to
perform a critical business function that Company was previously able to perform while using the
Integrated Solution ("Critical Problem"), JOYND shall address the Critical Problem and respond to
Company within one Business Hour of Company logging the Critical Problem with the Business Hours
Support Line. JOYND shall use reasonable efforts to provide a solution or workaround to the Critical
Problem to Company as soon as possible.
3.2. For any other issue with the Integrated Solution that does not meet the description of a Critical Problem
("Other Problem"), JOYND shall address the Other Problem and respond to Company within two
Business Hours of Company logging the Other Problem with the Business Hours Support Line or
Support E-mail.
4. Any development, QA testing, and staging environments are exempt from Support Services and service
uptime warranties herein.
[THE REST OF THIS PAGE IS INTENTIONALLY LEFT BLANK]
Schedule B — Scope of Work
This Statement of Work("SOW") is by and between Joynd Inc. ("Joynd") and Client("City of Ft Worth") and is
effective as of 2020.09.19. this is governed by Master Service Agreement
Implementation Methodology Joynd implementation methodology consists of three Phases:
Discovery, Development and Deployment.
I. SCOPE
Peoplesoft Bridge Imple- Install Bridge on City of Ft Worth Envi- CITY OF FT. WORTH /
mentation and Testing ronment Joynd
Code Development of Determine which codes will be loaded Joynd
valid values (CITY OF FT. into CITY OF FT. WORTH by JOYNDs
WORTH TO Peoplesoft and which will be translated into valid
translates) Peoplesoft values in the integration
layer,
Data Mapping and Opera- A set of meetings identify processes Joynd
tional Process (Excep- and data elements requirements.
tions)to include Unit
Testing
UAT with Client Data Validation and tweaking of code CITY OF FT. WORTH /
as needed Joynd
Peoplesoft Job Sync to Nightly extract(query) from Peoplesoft CITY OF FT. WORTH /
Greenhouse from nightly dropped to SFTP stie for change detec- Joynd
file out of PeopleSoft lion. Changes from the previously re-
ceived file will be loaded to Greenhouse
for Jobs. Additional"positions"to that job
will be done manually in Greenhouse to
the same job. Job Codes, Position IDs,
drug test,and other required fields.will
come from Peoplesoft query
II. Deployment
The Deployment phase includes the steps necessary to move the Joynd Solution into production.
Move to Production requires 5 business days from end of UAT
III. Assumptions and Expectations
• SFTP site for the drop of files will be on Joynd SFTP
VI. Timeframes
Typically 6 to 8 weeks from the time access to CITY OF FT. WORTH API's are build
and system is UAT ready
Pricing Schedule A: SAAS Subscription Order Form for one direction integrations
Schedule B — Scope of Work
Integration Description Implementation Annual Fee
Fee
Full Design City of Ft. Worth Peoplesoft Bridge Hires and Re- $ 28,500 $5,400
hires Upload using import bridge
Job Sync Peoplesoft to Greenhouse $4,500 $600
Payment Schedule:
Implementation Fee: 70% due upon Signature and 30% balance due upon initiation of user ao-
ceptance testing.
Annual Fee: First Year Annual Fee due upon Completion of initiation of user acceptance testing.
Agreement Signatures
The Parties each represent, covenant, and warrant that each has authority and power to sign this
SOW and to be bound by the terms and conditions hereof.
Joynd LLC City of Ft. worth
Dianna Sheppard Valerie Washington
CEO Assistant City manager
Date: Oct 26,2020 Date: Nov 2,2020
bek�Sl aw-r7 1 &66A,
Signature:Dianna Sheppard(0 2,202020:49 PDT) Signature:Valerie Washington(Nov 2,202010:32 CST)
Joynd Accounts Receivable Billing Contact: ITS Finance Group
Emily Carter Cynthia Tyree or April Jacquez
Emily.carter@joynd.io Email: FinanceOperations@fortworthtexas.gov
Phone:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Schedule B — Scope of Work
EXHIBIT A
Fields may be added or deleted as required
Summary
Integration Tier:
1) Extend standard data translation to include Promotion (in addition to Hire, Rehire,Transfer)
PeopleSoft Tier
1) Deliver Staging Table Definition
2) Deliver Staging Table Load Module
3) Deliver Staging Table Review UI Components
4) Deliver Load to PeopleSoft Module
5) Provide guidance in reconciliation of delivered modules to Ft. Worth PeopleSoft environment
6) Provide guidance to implement auto-stage/load based on Ft.Worth PeopleSoft environment
7)Assist in System/Unit/Functional testing
BRIDGE Overview
I. Delivery of Joynd' standard PeopleSoft project (CMBridge) which contains staging tables in Peo-
pleSoft's database,a PeopleSoft-native Staging User Interface,and program components to load data
from staging tables to production data stores.
a. XML-formatted files are delivered via SFTP in this case.The files would be in a format that is
consumable by the CMBridge staging load, and thus viewable by the Staging UI. Integration
data can thus be loaded,for instance, into PeopleSoft standard components in Talent Acquisi-
tion or New Hire targets .
b. The client is responsible for orchestration that moves files from their SFTP host to network
shares that are accessible by the Staging system.
c. The Staging Load,Staging UI, and Load to Production of CMBridge are all developed in People-
Tools.
d. Clients can extend or customize the CMBridge components as necessary to meet changing
needs and maintain the Bridge in-house if they customize it. The bridge does not include Cus-
tom Components as delivered.
e. Changes to the Staging UI where a client might desire to see the additional data in an audita-
ble format on screen.
f. Changes then to the final Load to Production process
g. From this scoping exercise a consulting agreement and pricing would be drawn up.
Schedule B - Scope of Work
CMBridge - Standard Flow
Summary
This summary is intended to provide a high-level overview of the CMBridge delivery for PeopleSoft.As such,
details are limited to file transfer and client-side process flow.Additional documentation detailing operations
flow,software logic flow, and transJoyndion XML formats are available on request.
Network Transfer
1) ExtrJoynds are initiated on a source system on a scheduled basis.
2) Joynd marshals data into target-consumable format(XML files)
3) XML files are posted to shared SUP for client access.
4) Client retrieves XML files into internal storage
5) CMBridge loads files into standard Staging Tables for review by Staging UI
ATS ClouclMills Client Client PeopleSoft
Production DMZ/ Production
Environment FTP Environment
� uwv.awmemm � ..
fin,,, cocr�ner
➢ Initial Data ➢ Polls ATS for F„e° `""°"ifi f11WZ le'
State:New completed New
Hire Hire records
Information ➢Transforms
complete& recordsinto
ready to specified XML
interface format Controller transfers �t
➢ Encrypts output
encrypted
file
➢ sFTP to ClouclMills file from
or Client FTP s ite DMZ
➢ Controller
decrypts PeopleSoft
file
➢ People5oft
imports file
Figure 1-Network Flow from Source System to Client PeopleSoft
Load Overview
Following SFTP transport to the client's PeopleSoft host,transJoyndion files are loaded into PeopleSoft deliv-
ered intermediate database Staging tables for transJoyndion review and, if needed, correction.Approved
transJoyndions are then flagged for posting into production data stores for TAM or HRMS visibility.The client
has the option of orchestrating to perform the full load from XML files to Staging tables and directly into pro-
duction without review in the Staging UI. In this use case, it is anticipated that the volume of successful
transJoyndions outweighs potential errors, relying on posting notifications to flag individual transJoyndions
that need further attention to successfully post.
Schedule B - Scope of Work
Favorites Main_Menu > Cloudmills Events
,�DNevvWintlovv gCustor
«Backto Search
Eventld Z70005 Status Stagetl + I Save Changes Loatl Now>.
EmpIID =00005 Created 0610112015 228PM La9t 0610912015 32521AMbY 0610912015 32521AM
Upd
D[Tm
Comments
t.
Regional Audi rf
EFf Date Last Name First Neme Preferred Middle Name Name Date of Birth Gender Hi Educ Le Mar status National ID
First Suffix
1 06ID1120198 Cloutl Michael �� 03f23f195 [2} Female • BacheloYs+ IM 111111234
Autli � rf
Atltlress Courrtry Atltlress Rddress Line 2 Atltlress Line City Slate Pastel Code
Type Line 1 3
1 HOME C irginia Bea ® 23454 ❑+ IE
Audd rf
•Phone Type Telephone Phone Extension Preferred Country Cod-
0 ❑ o I 0
Address Audd rf
•Contact Name •Relation Same Addr Same Phone Prim Crdct Phone Country Telephone
Type
1 Cloud,Jane [SPOUSE* ��1 ♦ Fa, o 0
Figure 2-Staging III,transloyndion for approval/load
JOBS to Greenhouse from Peoplesoft
Nightly Load to SFTP site
Position Job, Posting �Pp:
Departm Location Regular! FulllPart Pay Pay DOT Drug
Number Code Title sition �ent Tempora Time Range Range Position Test
Title _ AL From To
00000015 AP1041 City Mana City Mana City Mana City Hall Regular Full-Time 0.010 0.010 N N
00000016 PR1050 Deputy Ch Deputy Ch City Mana City Hall Regular Full-Time ################ N N
00000018 TC5010 AdministrAdministn City Mana City Hall Regular Full-Time ################ N N
Schedule B - Scope of Work
RCgGisitinn❑wnet(g),RECCnitCF and Hiring Mana9er Rea a Requic"lnfe min
R tlo,❑ 1,nerR—.] 'R"wkMllen Reeruaar taut IJxer]
...,—,N—
Nquisitlon Hiring M—ger [SNeM User]
Approvals:
Rr•yuisil:bn Approvers! [Add+Re .] •nrfq Apprwaes: [AMR.n .]
Requisition Status
RN isitim Number Pomeo(Opemd flak:
•SfaWr: yia:l any Fur Rpyl Yral v •Clml.y Gam:
•Created Gam: ,.0,7C,;, Filled date:
Requisition infCrmation:
Job Code: vacancy Gale
•Pp itivn 14-1— 'Per ReT.RR From:
•P.—Number •Par Aa Fmrn:
•Pmtly Title: Pay R.,.in
PS P -..T,I. MO t'eysun xrngpra xne
•Number d Yxarcras: hefneneesrSnR lnkr
'lec.lbn: Plrare eNasf � •NR 1eHl,y Hradk: xeee Requ�reQ
lrs wne ^
ar5 E ua y
Pl4 PannPSM
'GaPiMynl: Pleaaa select •D,,iM N
J
•�^� ;aeeee ere«t- � •our r�maiRre Rr, J
•ER+wm,n.Ta stew.; -b,e�=c�.,- J •w�: x J
R�Pw.iuv,raney: ..w.r.a e.erel ..:J •wrs� N ::�
EuVlN�0el^9 a[glaeee'
Job Into I GreenbouNf x }
Y app.g—nilousa.io/plans/1159165
• O 0
T.-�eo O
PNwb FIN"
MANUAL ENTRY
opeNaa.v..
rr:1 .owe oaiarzoia
...zR .o,ee osiorimra
ACCEPTED AND AGREED:
CITY:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person re-
sponsible for the monitoring and administration of
U&16-6� this contract,including ensuring all performance
By: Valerie Washington(Nov 2,2020 10:32 CST) and reporting requirements.
Name: Valerie Washington
Title: Assistant City Manager
Date: Nov 2,2020 By: David ZeUrner(oclj7202009:56 CDT)
Name: David Zellmer
Approval Recommended: Title: Interim Assistant Director,IT Solutions
Approved as to Form and Legality:
By:
Name: Kevin Gunn p{�
Title: Director,IT Solutions da�FORr��n°° a By: JB Strong(Nov 1, 02015:23csT)
0A, °° °°°°°°�0 Name: John B. Strong
Attest: C-a o�=v Title: Assistant City Attorney
o
�U aaa�rt�ca5baa o
Contract Authorization:
�uaaa4�
By: M&C: NA
Name: Mary J Kayser
Title: City Secretary
VENDOR:
Joynd LLC
bekr S -r7
By: Dianna Sheppard(Oc 2,202020:49 PDT)
Name: Dianna Sheppard
Title: CEO
Date: Oct 26,2020
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX