HomeMy WebLinkAboutContract 56872 100102100
Fort Worth, TX
40978383 ST
CITY OF FORT WORTH CSC NO.; 56872
And
WOLTERS ]KLUWER FINANCIAL SERVICES,INC.
November 22, 2021
Wolters Kluwer Financial Services, Inc.
Attn: Jennifer Esterheld
Wolters Kluwer TeamMate
28 Liberty Street,New York,New York 10005
877-461-0939
Jenni fer.Esterheldgwolterskluwer.com
Re: Bridge Agreement Extending City Secretary Agreement No. 48334 (the
"Contract") for use of the Teammate Audit Management Software
As you are aware, since 2016 the City of Fort Worth (the "City") and Wolters Kluwer
Financial Services, Inc_ ("WKFS") have been parties to a Contract for maintenance and hosting
services of WKFS' teammate audit management software. The Contract is set to expire November
3, 2021 without additional renewal terms. Ordinarily, state law requires the City to perform the
competitive bidding procedure required by chapter 252 of the Texas Government Code for
procurements exceeding $50,000. City policy requires the completion of an informal bidding
procedure for procurements less than $50,000 but more than $3,000. However, City policy grants
the City's Chief Procurement Officer the authority to waive the informal bidding requirements in
limited circumstances. The City's Chief Procurement Office has granted such a waiver,
considering the present circumstances, for this Contract.
Accordingly,to avoid a lapse in service, the parties have agreed to extend the Contract for
an additional one-year period for a total compensation amount of$46,424.32 in accordance with
this bridge agreement (the "Bridge Agreement"). The parties, in extending the Contract, agree to
operate under the same terms and conditions that currently govern the contractual relationship
between the parties. A copy of the Contract, and its terms, is attached hereto as Exhibit A. This
Bridge Agreement is to memorialize that understanding between the parties. This Bridge
Agreement and the Contract together shall govern the contractual relationship between the parties
beginning November 4, 2021 to November 3, 2022, regardless of the date of last signature below
or effective date of this Bridge Agreement.
A signature received via facsimile or electronically via email shall be as legally binding for
all purposes as an original signature. The person signing this Bridge Agreement hereby warrants
that he or she has the legal authority to execute this Bridge Agreement on behalf of his or her
respective Party, and that such binding authority has been granted by proper order, resolution,
ordinance, or other authorization of the entity. The other Party is fully entitled to rely on this
warranty and representation in entering into this Bridge Agreement.
Sincerely,
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
Bridge Agreement Page 1 of 3
Jen-ni€e-r EMe-rheld
See Wolters Kluwer authorized signature on next page. ST
Bridge Agreement Page 2 of 3
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
By: Valerie Washington(Dec 21,202109:50 CST) responsible for the monitoring and administration
Name: Valerie Washington of this contract,including ensuring all
Title: Assistant City Manager performance and reporting requirements.
Date:
APPROVAL RECOMMENDED: By: Tom Wilson(Dec 15,202115:33 CST)
Name: Tom Wilson
Title: IT Auditor
Pat�cce-k'�ucf7C�-
By Patrice Randle(Dec 19,2021 15:48 CST) APPROVED AS TO FORM AND LEGALITY:
Name: Patrice Randle a444�an�
Title: City Auditor p y F F�Rro���
o
o
ATTEST: 0,0, oo*d By:
a�aan nez 45ppp� Name: Denis McElroy
Title: Assistant City Attorney
Tgyryr�ffe S. Goodall
By: Jannette S.Goodall(Dec 21,202110:12 CST) CONTRACT AUTHORIZATION:
Name: Janette S. Goodall M&C: N/A
Title: City Secretary
VENDOR:
Wolters Kluwer an Inc.
By:
Name: Jere fer s ----Joshua Skattum
Title: Director-jf_SaJes Manager, Custo er Support
Date: 12/15/2021
Signature:
Email: Vania.Soto@fortworthtexas.gov
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
Bridge Agreement Page 3 of 3
CITY SECRETARY �";
CONTRACT NO.
• • 1RrKFSU-Only; 1001 }
Exhibit A Customer# Ven or#
City,State Fort Worth,TX
19 Wolters Kluwer Prepared by: Vlasak
Prior 2009 Customer.Y[IN
Financial Services Tar Exempt Y [I N ❑
PO Required:Y❑NE] If yes,PO must
accompany signed Order Form
TeamMateO Order Form
This Tearru'-fate's Order Form("Order Form")is identified as an(check one):
® Initial Order(the first order) OR ❑ Additional Order(an Initial Order exists)If this is an Additional
Order,Customer's current Number of Users:
AM CM ANI Hosting CM Hosting 111A
1. CUSTOMER INFORMATION FOR SHIPPING AND BILLING.
Sold To: Billing: (if different from Sold To)
Customer: City of Fort Worth
Att: Terq Holderman
Address: 1000 Throcktnorton St
City-,State,Zip Fort Worth,'IX 761Q
Phone Number: (812)392-6141
Fax Number:
Email Address: terry.holderman@fortworthtexas.gov
2. TEAMMATE-SELECTIONS AND FEES.Customer is licensing TeamMate with the following selections and corresponding
fees.(Select all that apply)
Selections Number of Users Initial Fee
®TeamMate AM-Audit Management 16 S61,760.00
❑TeamMate CM-Controls Management
®TeamCloud—AM Ilosting* 16 $17,280.00
❑TeamCloud—CM Hosting*
Agreement Terms: The TeamsNfate Software,Support and related Services are provided under the T'eamNlatei�Global License,
Support and Services Agreement,incorporated herein by reference and located at http://teamrnatesolutions.com/teammate-
gl;;a-ypdated-for-wkfs-w-hosting=adderndf,except to the extent there already exists a written agreement between Customer and
Licensor covering such Software,Support and related Services,in which case the Software,Support and related Services are
provided under such existing written agreement(as applicable,the"Agreement").
Support: The Perpetual License Support for Team lMate Albl/CNN is provided at no additional charge to Customer during the
initial twelve(12)month period following the Effective Date. The Support Fee for each license is presently set at twenty percent
(20%)of the then-current License Fee. The License Fee and Support Fee for future periods are subject to change by Licensor
without notice to Customer.*Hosting Storage:Hosting includes one gigabyte(IGB)of production storage per User. Additional
-gigabytes may be subject to additional fees.
Selections Number of Users Initial Fee
❑TeamMate Analytics
Agreement Terms: The T'earrubfate Analytics Software,Support and related Services are provided for under the TeamiNlate
Analytics License,Support and Services Agreement,incorporated herein by reference and locate at
http://teamm,ttesoltitions.cons/teaninia te-ati-,iA cs-agreement.pdf(the"Teami4fate Analydcs Agreement").
Support: The Perpetual License Support for TeamNktate Analytics is provided at no additional charge to Customer during the
initial twelve(12)month period following the Effective Date. The Support Fee for each TeamMate Analytics license is$200.00.
The License Fee and Support Fee for future periods are subject to change by Licensor without notice to Customer.
TeaniNfate Order Form 11-11-14 CONFIDENTIAL Page 1
Ancillary Service(s)Selections Number of Days/Reports Fees/Day or Extended
(as applicable) Fees/Report Price(Fees&
Expenses)
®Implementation Consulting 5 Days $3,000.00 Per Day $15,000.00
®Tea.r,.WTP"
®`I'eamRisk
®TeamSchedule
®"1'earril'EC
®TeamCentral
❑TeamlNl fate C11I`
Mandatory Tv,,o Days
®Training's 3 Days S3,000.00 Per Day S9,000.00
®TeainF'W?
®TearuRisk
®TeamSchedule
®'ream TEC
®TearnCentral
❑Team late CNI
*Training is limited to 20 attendees and all training is onsite
at Customer's location.
❑IT Services—Onsite Installation/Data Migration Days S2,500.00 Per Day
❑IT Services—Remote Installation/Data Migration Days $1,875,00 Per Day
®IT Services—Hosting Set-Up 1 Days S1,875.00 One S11875.00
Time Set Up Fee
❑Custom Reports Reports Per Report
❑Custom Suite Report
❑TeamE P Report Training(includes free report)
'Custom Reports include complimentary upgrade services
for 18 months from Date of Order
El Miscellaneous Services
Description:
El Project Management Services:
❑New Customer(I to 30 Users)-Twenty percent(20%)of License lees
❑New Customer(31 to 100 Users)-Fifteen percent(15%)of License Fees
❑New Customer(over 100 Users)-Ten percent(10%)of License Fees
❑Mgration/Upgradc for existing Customer—Twentyercent 20% of Total Service Fees
❑Champion Services
❑30 I Iours-$7,500
❑50 flours-S11,250
❑100 Hours-$20,000
❑Custom
Expenses
n Billed as incurred or ❑Included in the tees above at /Day or ®Other-Comments:'Travel
Ex enes not to exceed$5,085.00
Total Fees $110,000.00
Cancellation Notice:"There is a tvvenry-five percent(251/0)per day cancellation fee for cancellation of any Services by Customer within
three(3)weeks of the scheduled date for such Services. In addition,in the event Customer prepays for any Services and then chooses
not to receive such Services within one(1)year of such payment,the amounts paid for such Services hereunder shall be deemed
forfeited.
3. EXECUTION OF ORDER FORM.By executing this Order Form,Customer is hereby agreeing to be bound the terms of the
Agreement or the Teamxlate Analytics Agreement as applicable. This Order Form may contain additional terms and conditions
which are not consistent with the terms of the Agreement or the TeamMate Analytics Agreement and which are agreed to by the
parties herein("Additional Tcrms"). Acceptance of the Agreement or the Team-Mate Analytics Agreement will not be deemed to
amend or supersede any such Additional Terms,which shall be deemed to be incorporated into the Agreement or the TeamNl late
Team\Nl ate Order Form 11-11-14 CONFFDl.,N'l'lAL Page 2
Analytics Agreement by the parties. Any defined terms not defined in the Order Form,shall be as defined in the Agreement or the
Teamhlate Analydcs.Agreement.
4. ADDITIONAL BUSINESS TERMS(IF ANxj. pricing expires June 30,2016.
5. SPECIAL BILLING INSTRUCTIONS(IF ANY). (If electronic invoicing is required please provide the name of the client
system and any further instructions):
6. SIGNATURES. Customer and WKFS are required to sign this Order Form.
WOLTERS KLUWER FINANCIAL SERVICES,INC. CUSTOMER
CI RT WORT
Authorized R rcg-A YEA OZE uth rized Representative
i'�1T G SUPPORT
F � Print Name and"1'idc
Effective Date(date signed by WXf S) ^ t�� /f Date Signed
r
ED AS TG FoRm AND LEGALITY:
t City AttorneY/_� le A,
OF iro
OQGGO@GGGp?00
s® by.
O e
k.'.,.tr• D p a
GGa�`/►
J. Kayser, City S tary
,"dontracl-- Authoriaatioa
Date
"1'eamk[ate Order l-orm 11-11-14 CONFIDENTIAL page 3
TEAMMATE®GLOBAL LICENSE,SUPPORT AND SERVICES AGREEMENT
IMPORTANT NOTICE:PLEASE READ THIS GLOBAL LICENSE,SUPPORT AND SERVICES AGREEMENT(THIS
"AGREEMENT") CAREFULLY BEFORE INSTALLING, DOWNLOADING, COPYING OR USING ANY
TEAMMATE® SOFTWARE. THIS AGREEMENT IS A LEGAL AGREEMENT BETWEEN THE COMPANY,
ORGANIZATION OR OTHER PERSON OR ENTITY THAT HAS LICENSED THIS SOFTWARE ("CUSTOMER")
AND LICENSOR (AS DEFINED BELOW). IT HAS THE SAME EFFECT AS ANY NEGOTIATED WRITTEN
AGREEMENT SIGNED BY CUSTOMER AND GOVERNS PERMITTED ACCESS TO AND INSTALLATION,
COPYING AND USE OF THE SOFTWARE BY CUSTOMER AND ANY USERS. BY CLICKING TO
ACKNOWLEDGE AND AGREE TO THIS AGREEMENT,OR BY INSTALLING,DOWNLOADING,OR USING THE
SOFTWARE,CUSTOMER ACCEPTS AND AGREES TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS
OF THIS AGREEMENT.IF YOU DO NOT AGREE TO BE BOUND BY,OR DO NOT HAVE AUTHORITY TO BIND
CUSTOMER TO, THESE TERMS AND CONDITIONS, THEN DO NOT INSTALL, DOWNLOAD OR USE THE
SOFTWARE.
THIS AGREEMENT MAY REFER TO AND INCORPORATE SUPPLEMENTAL TERMS SET FORTH IN ONE OR
MORE ORDER FORMS (AS DEFINED BELOW). IN ADDITION, CUSTOMER'S RIGHTS UNDER THIS
AGREEMENT MAY BE SUBJECT TO ADDITIONAL OR DIFFERENT TERMS AND CONDITIONS IN A SEPARATE
WRITTEN LICENSE AND SERVICES AGREEMENT WHICH MAY SUPERSEDE ALL OR PORTIONS OF THIS
AGREEMENT,AS AND TO THE EXTENT EXPRESSLY PROVIDED THEREIN.TO THE EXTENT A CUSTOMER
HAS PREVIOUSLY ENTERED INTO A SEPARATE LICENSE AGREEMENT FOR THE LICENSED PRODUCTS
AND ANY SUCH TERMS CONFLICT WITII THE TERMS HEREUNDER,THE TERMS OF THAT PARTICULAR
OTHER PRE-EXISTING LICENSE AGREEMENT(S)SHALL GOVERN IN THE EVENT OF CONFLICT.
Section 1. Selected Definitions
1.1"Affiliate"means with respect to Customer,any corporation,partnership,firm,joint venture,limited liability
company,association,joint-stock company,trust,unincorporated organization,governmental organization or body that,directly
or indirectly through one or more intermediaries,controls,is controlled by or is under common control with Customer,and the
term"control"(including the terms"controlled by"and"under common control with")means the possession,directly or
indirectly,of the power to direct or cause the direction of the management and policies of such entity,organization or body,
whether through ownership of voting securities or otherwise.
1.2"Content"means informational content,such as operational risk listings or categories,sample report
templates or illustrative databases,contained in the Software or supplied by or on behalf of Licensor to Customer with the
Software.
1.3"Documentation"means any operating manuals,user instructions,technical specifications or similar publications
relating to the Use and administration of the Software by Licensor customers that are supplied with or contained in the
Software provided to Customer by or on behalf of Licensor.
1.4"Effective Date"means the earlier of(a)the date so designated in the Order Form,or(b)the date Customer first
downloads or receives delivery of the Software.
1.5"Initial Fees"means all license fees payable for license of the Software,together with all fees for any related
Services(to the extent such fees are to be paid up front pursuant to the Order Form)and for the initial Support term,in each
case as shown on the applicable Software Order Form.
1.6"Intellectual Property Rights"means all rights,title and interests in and to the Licensed Products,including,
without limitation,all copyright,patent,trade secret,trademark and other intellectual property and proprietary and moral rights
related thereto,and these and any other similar rights in any jurisdiction relating to the Licensed Product.
1.7"Licensed Products"means the Software,any Content(whether included in the Software or separately
provided),the Documentation and the Media.
1.8"Licensor"means Wolters Kluwer Financial Services,Inc.or any non-United States affiliated company that is
named as the"licensor"or"services provider"in any Order Form or written license and/or services agreement with Customer.
1.9"Media"means the physical media on which the Software and Documentation are recorded or printed,as
provided by Licensor to Customer.
1.10"Order Form"means Licensor's then current order form for Software or its then current Services,all of which
TeamMate'"Global License,Support and Services Agreement 6-3-15 Page I
refer to and are governed by this Agreement,completed and signed by Customer and Licensor.
1.11"Services"means the services(other than Support)provided by Licensor under this Agreement,as requested by
Customer,accepted by Licensor and described in one or more Order Forms.
1.12"Software"means(a)the TeamMate®electronic audit management software suite only in machine readable,
executable(object code)format,including the features,functions,designs and any Content included therein,(b)any Updates or
Versions that may be provided by or on behalf of Licensor to Customer during the applicable Support Period,and(c)any
complete or partial copies thereof permitted to be made by this Agreement.
1.13"Support"means Licensor's then current support and maintenance services program for the Software,as
further described in Section 8.
1.14"Support Period"means the period during which Licensor provides support services under the terms of this
Agreement and as set out in the Order Form,for which Customer has paid the applicable fee(s).
1.15"Update"means any updates,enhancements,improvements,corrections,service packs or other modifications
of or to the Software that are released by Licensor for general distribution to Software licensees as a part of Support during
the period for which Customer has purchased Support,but which are not new major Versions. An Update is generally
denoted by Licensor by a change to the right of the first decimal point in the Software version number(for example,Version
1.0 to 1.1).
1.16"Use"or"Using"means(a)to install,load,download,execute,access,utilize,display or store the Software or
information therein,or interact with its functionality or processing capabilities in accordance with the terms of this Agreement,
and(b)to read,process and utilize the Documentation and process the Media in connection with Use of the Software in
accordance with the terms of this Agreement.
1.17"User"means each individual employee of Customer or its authorized agents or subcontractors who Uses the
Licensed Products as operated or made available by or through Customer,regardless of whether such individual is actively Using
the Software at any given time.
1.18"Version"means any new version or upgrade of the Software that contains substantial and significant
enhancements,or other substantial changes in functionality or performance as compared to the previous version(if any)and
which is designated by a numeric change to left of the decimal(e.g.,Version 8.0 and 9.0).
Section 2. License Grant
2.1 General. Effective upon Customer's payment of the Initial Fees,Licensor hereby grants to Customer a non-
exclusive,perpetual and non-transferable license to Use the Licensed Products,on and subject to the terms and conditions of
this Agreement.Licensor reserves all rights in and to the Licensed Products not expressly granted in this Agreement.
2.2 Internal Use Limitation.Customer may Use and permit its Users to Use the Licensed Products only for Customer's
own internal business purposes.Other than Users authorized hereunder,Customer shall not permit any third party to Use the
Licensed Products in any way whatsoever. Except as expressly authorized by Section 3 of this Agreement,Customer shall not,
and shall not permit any User to,offer or Use the Licensed Products for the benefit of any affiliated or unaffiliated third parties,
including in any computer service business,service bureau arrangement,outsourcing or subscription service,time sharing or
other participation arrangement.
2.3 Number of Users.Customer shall not Use,or permit the Use of,any Licensed Products by more than the maximum
number of Users specified in the applicable Order Form(as the same may be adjusted pursuant to an Order Form amendment or
supplement or Sections 3.3 and 4.4 hereof),whether or not such Users are actively Using the Licensed Products at the same time.
2.4 Copies. Customer may make a reasonable number of back-up copies of the Software for Customer's archival or
disaster recovery purposes only and not for production,development,evaluation or testing purposes(other than to ensure that
such back-up copies are capable of replacing the Software in case of a disaster).Such copies shall be the property of Licensor and
Customer shall not remove from,deface or overprint on the original Software any Licensor copyright notices,trademarks,logos,
legends or other similar proprietary designations,and shall accurately reproduce all of the same on any permitted copies.
Customer shall keep exclusive possession of and control over the copies of the Licensed Product in its possession and shall effect
and maintain adequate security measures to safeguard the Licensed Product from access or Use by any unauthorized person or
person who is not an authorized User hereunder.
Section 3. Limited Third Party Use of Licensed Products
TeamMate`'Global License,Support and Services Agreement 6-3-15 Page 2
3.1 Affiliate Use. Any Customer Affiliate may Use the Licensed Products,provided that (a)such Customer Affiliate
Uses the Licensed Products only for its own and/or Customer's internal business purposes strictly in accordance with all of the
terms and conditions set forth in this Agreement(including,without limitation,Section 2.3 above),and(b)Customer Affiliate
agrees to comply with and be bound by the terms of this Agreement. Customer hereby agrees to be fully responsible and liable
for each and every Customer Affiliates'(and its Users)full compliance with the terns and conditions of this Agreement,such
that any breach of the terms of this Agreement by any such Affiliate(or its Users)shall be deemed a breach by Customer.
3.2 Use by Third Party Service Providers. Customer may permit Use of the Licensed Products by its third party service
providers or consultants,including any third parties providing Customer with outsourcing,data center management or disaster
recovery services(`Service Providers"),provided that such Service Providers(a)Use the Licensed Products only for Customer's
internal business purposes and(b)agree to comply with and be bound by the terms of this Agreement.Customer hereby agrees to
be fully responsible and liable for each and every Service Providers'(and its Users)full compliance with the terms and
conditions of this Agreement,such that any breach of the terms of this Agreement by any such Services Provider(or its Users)
shall be deemed a breach by the Customer.
3.3 User Count and License Fee Adjustments.Any individuals afforded rights to Use the Licensed Products pursuant
to Sections 3.1 or 3.2 shall be counted as Users for all purposes under this Agreement. Customer shall advise Licensor promptly
upon any increase in the total number of Users as a result of any such Affiliate or Service Provider Use and shall pay to Licensor
any required additional License fees at Licensor's then current applicable rates. No such adjustments shall be required for any
incidental access to information in,from or generated by the Software required or requested by any external financial auditor of
Customer or any Affiliate,or any representative of any governmental,accreditation or regulatory body in the course of their
normal regulatory,investigative or professional duties for or with respect to Customer or any Affiliate.
Section 4. Unauthorized Use of Licensed Products
4.1 No Modification or Reverse Engineering.Customer shall not,and shall not allow any User,Affiliate or Service
Provider to,(a)modify,port,adapt or translate or create any derivative works from or based on the Licensed Products,in whole
or in part,(b)reverse engineer,decompile,disassemble or otherwise attempt to reduce the object code to or discover the source
code of the Software,or(c)combine or merge the Software with,or incorporate it into,any other software.This prohibition shall
not apply to the extent that applicable law affords Customer the right to decompile the Software if and as necessary to render it
interoperable with other software licensed or used by Customer,provided that Customer first requests such interoperability
information from Licensor and complies with any reasonable conditions,including payment of any reasonable fees and expenses
then generally charged by Licensor to its customers for the same. Customer's Use of the Software to process Customer
information or tasks and produce activity lists,schedules or reports which the Software enables and for which it is intended will
not be deemed to constitute creation of derivative works or violations of this Section 4.1.
4.2 No Transfer or Assignment.Except as may be otherwise expressly provided in Section 3,Customer shall not(a)
sublicense,assign or transfer the Software in whole or in part to any third party,or(b)assign or transfer to any third party any of
Customer's rights or interests in and to the Software,including through any lease,rental,subscription,lending,pledge,security
interest or shared participation arrangement with or in favor of any third party.
4.3 Additional Customer Responsibilities.Customer shall maintain,and promptly provide to Licensor upon its
request,accurate User lists and other reasonably detailed records regarding Use of the Software by or for Customer. If
Customer becomes aware of any unauthorized Use of all or any part of the Licensed Products,Customer shall notify Licensor
promptly,providing reasonable details. Customer will remain responsible for any unauthorized Use of the Licensed Products by
any individuals employed by,acting as authorized agents of or performing services for Customer or it Affiliates(including any
of their respective service providers).
4.4 Verification Rights.Upon reasonable prior notice to Customer not more than once every twelve(12)months,
Licensor may conduct an audit,using its own or third party personnel,to review that Customer's Use of the Licensed Products
complies with this Agreement,including the number of licensed Users under this Agreement and the applicable Order Form(s).
Licensor will conduct any such audit during Customer's normal business hours and in accordance with Customer's reasonable
site security requirements. If any such audit or any other Customer-provided information reveals that Customer has underpaid
any license or Support fees,then as a non-exclusive remedy,Licensor may invoice Customer for,and Customer will pay,such
additional fees as are thereby determined to be payable,based on Licensor's then effective list prices. To the extent permitted by
law,if such underpayment exceeds five percent(5%)of the total fees paid or due and payable by Customer under this
Agreement,Customer also shall reimburse Licensor for its reasonable costs actually incurred in conducting the verification.
Section 5.Proprietary Rights
TeamMate'"'Global License,Support and Services Agreement 6-3-15 Page 3
5.1 Ownership of Licensed Products. Customer acknowledges that Licensor is and will remain the sole and exclusive
owner of all Intellectual Property Rights. Customer shall have no rights,title or interest therein or thereto,other than the limited
license expressly set forth in this Agreement.
5.2.Ownership of Customer Data. Nothing in this Agreement shall be construed as granting Licensor any right,title
or interest in or to any Customer-provided data or other content or information input into or processed using the Licensed
Products.
5.3 Ownership of Other Materials.Licensor shall be the exclusive owner of all rights,title and interests,including all
Intellectual Property Rights,in and to(i)the Licensed Products, (ii)any and all translations,adaptations,developments,
enhancements,improvements,Updates,Versions,customizations or other modifications or derivations of or to the Licensed
Products,whether or not developed by or for the Customer,and(iii)any suggestions,ideas,enhancement requests,feedback,or
recommendations provided by or on behalf of Customer. In providing any customized report template or other customized work
product deliverables in connection with its provision of Services hereunder,Licensor does not and shall not be deemed to transfer
to Customer any Intellectual Property Rights therein,whether as"work-for-hire"or otherwise,other than a non-exclusive,
perpetual and non-transferable license to Use the same in accordance with this Agreement as part of the Licensed Products.
Customer hereby assigns,grants and conveys to Licensor all rights,title and interests in and to any and all such materials,
effective upon their creation or communication.Customer will execute and deliver to Licensor such further assignments and take
all such further actions as Licensor may reasonably request to effect or evidence the assignment to and vesting in Licensor of all
such rights.
5.4 No Contest. Neither Party shall pursue any claims contesting,make any filings or registrations inconsistent with or
otherwise take any actions to challenge the respective intellectual property rights of the other Party as set forth in this Section 5.
Section 6. Confidential Information
6.1 Nature and Scope. Customer's(i)financial and audit working papers and related documentation,and(ii)all data
and other information identified as confidential by Customer,are confidential information of Customer.Customer agrees that the
Licensed Products constitute trade secrets and confidential information of Licensor. "Confidential Information"includes any
Licensor internal policies,procedures or third party audit or attestation reports and all information that is or reasonably should be
understood to be confidential,proprietary,or generally not available to the public,whether furnished or made available before or
after the date of this Agreement,and regardless of its form,format,media or mode of disclosure(written,visual,electronic or
other).
6.2 Obligations.Each party will keep all Confidential Information of the other Party strictly confidential.Each party
agrees to use the same care to protect the Confidential Information of the other as it employs with similar information of its own
(but in no event less than reasonable care).Neither party will disclose any Confidential Inforniation of the other party,except that
each party may disclose Confidential Information of the other to its employees,subcontractors or agents who have a need to
know such information,provided that,prior to such disclosure,the disclosing party requires that each such employee,
subcontractor or agent agree to the restrictions on use and disclosure of Confidential Information set forth in this Agreement.The
parties further agree that they will use Confidential Information solely for the purposes for which such information,or access to
it,is provided pursuant to the terms of this Agreement.Upon any termination of this Agreement or otherwise promptly after the
disclosing parry's reasonable request,the receiving party shall either return to the disclosing party or destroy and certify in writing
to such party the destruction of any and all Confidential Information of such party in the receiving party's possession. For the
purpose of this Section 6,with respect to Customer,"party"shall include any Affiliate of Customer who has Users hereunder.In
addition,Customer and its Affiliates(if applicable)shall be responsible for full compliance of any of their Service Providers'or
Users'full compliance with the confidentiality obligations hereunder.These confidentiality obligations shall survive for a period
of five(5)years after Customer's termination of Support of the Software.
6.3 Exceptions. Confidential Information shall not include information which is:(i)independently developed by the
party without the benefit of the other's disclosure or is already known by the party at the time of disclosure;(ii)approved for
release by the other's written authorization or is rightfully received by the party from a third party without any obligation of
confidentiality;(iii)public knowledge without the wrongful act or breach of this Agreement by either party;or(iv)disclosed
pursuant to the requirements of a governmental agency or court order.Licensor understands and agrees that in the event there is a
request for such information,it will be the responsibility of Licensor to submit reasons objecting to disclosure. A determination
on whether such reasons are sufficient will not be decided by the Customer,but by the Office of the Attorney General of the State
of Texas or by a court of competent jurisdiction.
Section 7.Order,Delivery and Payment
7.1 Order,Delivery,Installation.Customer may order Software licenses,Support and/or Services by submitting one or
more signed Order Forms to Licensor. After its acceptance of a Software Order Form,Licensor will either deliver the Software
TeamMate`e'Global License,Support and Services Agreement 6-3-15 Page 4
to Customer at the locations provided therein or permit the Customer to download the Software from an FTP site identified in
such Order Form.Customer will be responsible for installation of the Software,except to the extent Licensor agrees to provide
such Services in accordance with Section 9 and pursuant to an Order Form. Acceptance will be deemed to occur on Customer's
receipt or downloading of Licensed Products,Customer's order or renewal of Support or Licensor's performance of Services,as
applicable.Licensor will bear all risk of loss for Licensed Products until their delivery to or downloading by Customer.
7.2 Payment and Taxes. All fees and expenses are quoted and invoiced in the currency specified in the applicable
Order Form. All invoiced amounts are due and payable by Customer within thirty(30)days after the invoice date. Fees and
other charges described in the applicable Order Form,do not include federal,state or local sales,foreign withholding,use,
property,excise,service,value added or similar taxes("Tax(es)")now or hereafter levied,all of which shall be for Customer's
account. With respect to state/local sales tax,direct pay permits or a valid tax-exempt certificates must be provided to Licensor
prior to the execution of this Agreement. If Licensor is required to pay Taxes,Customer shall reimburse Licensor for all such
amounts. To the extent permitted by law,Customer hereby agrees to indemnify Licensor for any such Taxes and related costs,
interest and penalties paid or payable by Licensor for Customer's use of the Software.
Section 8. Support
8.1 Support Term and Fees.The initial term for Support of the Software will commence on the Effective Date and
continue for such initial Support Period as shown on the applicable Order Form. Support will automatically renew for up to four
(4)successive one(1)year renewal terms unless and until terminated as provided in Section 8.5.Unless otherwise provided in the
Order Form,Support will be provided to Customer at no additional charge during the initial twelve(12)-month term following
the Effective Date.Support fees for each successive Support renewal term are payable by Customer annually in advance. At the
request of Licensor,Customer will provide Licensor with an update and/or confirmation of the number of Users of the Software
and to the extent such number of Users has increased,Customer will pay Licensor such increased license fees and Support as
required hereunder.
8.2 Licensor Support Obligations.Throughout the applicable Support Period,provided that Customer is not then in
default of its obligations under this Agreement(including payment obligations)and subject to the exclusions set forth in Section
8_4,Licensor will provide or cause to be provided the following Support services: (a)telephone help-desk,and electronic and/or
remote access support to assist Customer in its Use of the Software and respond to any reported failures of the Software to
conform to Section 10.2(provided that this support shall not be in lieu of obtaining training with respect to the Licensed
Product,for which there is a Service charge);(b)provision of such Updates and Versions as Licensor from time to time
produces and distributes generally to Software licensees under Support for no additional fees;and(c)such other support
services as Licensor provides generally to licensees as part of its then current Software support and maintenance program.
8.3 Customer Responsibilities.Throughout the applicable Support Period,Customer will:(a)at its expense,maintain
an approved,secure internet connection and such other compatible devices as needed to enable Licensor to gain remote access,
with Customer's consent,to the computer system(s)on which the Software is installed for diagnostic,error notation and
correction and other support purposes;(b)cooperate with Licensor in investigating and seeking to identify the cause of any
claimed failure of the Software to perform in accordance with this Agreement; (c)allow such other remote and/or on-site access
to the Software and to Customer's systems as may be reasonably required for Licensor to perform Support activities and(d)
install all Updates and/or Version of the Software within at least eighteen(18)months of their release by Licensor.Licensor's
obligation to provide the Support described in Section 8.2 above shall not apply to the extent Customer is not in full compliance
with this Section 8.3.Customer acknowledges that the failure to timely install any Updates and/or Versions shall excuse
Licensor's warranty and indemnity obligations herein,if and to the extent any performance or infringement issues thereby would
have been avoided or mitigated by Customer's installation of such Updates and/or Versions.Licensor acknowledges that
Customer has adopted security policies and procedures known as Information Technology Security Administrative Regulation D-
5.Licensor understands that such updates or remote access shall be in accordance with these regulations.
8.4 Exclusions. Licensor Support will not include: (a)resolution of problems resulting from:(i)any modification of or
damage to the Software or its operating environment,(ii)Customer's failure to operate the Software in an approved hardware and
software environment or otherwise in accordance with applicable Licensor Documentation,or(iii)Customer's failure to
implement any Updates provided by Licensor within the period of time required in Section 8.3(d);(b)new Versions of the
Software for which Licensor establishes and generally charges Software licensees a separate license fee;(c)the provision of any
Updates or other program Support described in Section 8.2,if Customer is in default with respect to payment of Support fees;or
(d)Services,including but not limited to any installation,implementation and other Services.
8.5 Support Termination.Either party may terminate Support under this Agreement by written notice to the other party
at least ninety(90)days.If Customer's license to use any of the Software is terminated for any reason,Support will terminate
automatically as to such Software. If Licensor terminates Support in accordance with this Section 8.5,other than in the
circumstance of a breach of this Agreement by Customer,Customer will be entitled to receive a pro-rata refund of any prepaid
Support fees for any period beyond the termination effective date.
TeamMate"Global License,Support and Services Agreement 6-3-15 Page 5
8.6 Fiscal Funding Limitation In the event no finds or insufficient funds are appropriated and budgeted or are
otherwise unavailable by any means whatsoever in any fiscal period for payments due under this Agreement,then the City will
immediately notify Contractor of such occurrence and this Agreement shall be terminated on the last day of the fiscal period for
which appropriations were received without penalty or expense to the City of any kind whatsoever,except to the portions of
annual payments herein agreed upon for which funds shall have been appropriated.
Section 9. Services
9.1 General.Licensor offers consulting services relating to the Licensed Products,including installation and
implementation services,configuration or customization of templates or reports and training for Customer personnel.Licensor
will provide(a)any required initial implementation Services,as provided in the Order Form for the Licensed Products,and(b)all
other Services,at Customer's election and following Customer's signature and Licensor's acceptance of an Order Form
describing the nature,scope,project assumptions,fees,duration,location(s)of the covered Services,in each case in accordance
with and subject to the terms and conditions of this Agreement.
9.2 Services Performance;Customer Support. In performing Services,Licensor may assign Licensor personnel,
authorized agents or qualified third-party contractors who are proficient in the provision of Services relating to the Licensed
Products("Consultants').Licensor will be responsible for the observance by such Consultants of Licensor's obligations
hereunder,including the confidentiality obligations in Section 6 herein. Customer agrees to provide reasonable access to the
information,facilities,personnel and equipment,including if applicable suitably configured computers,reasonably identified by
Licensor as essential to the performance of any Services. Customer may require Licensor's personnel in performing any Services
to observe at all times the safety and security policies of Customer.Customer shall advise Licensor of any known hazards to the
health and safety of Licensor's personnel on the Customer's premises and provide Licensor's personnel with appropriate
information regarding applicable safety and security procedures.
9.3 Services Pricing.Unless otherwise provided in the applicable Order Form,all Services shall be provided on a time
and expense/materials basis at Licensor's then current rates.Licensor reserves the right to impose a higher rate for Services
performed upon the request or with the approval of Customer in excess of a forty(40)hour week or during weekend or holiday
periods. Estimates are provided for Customer's information only and are not guaranteed. To the extent permitted by law,
Customer shall pay or reimburse Licensor for all reasonable travel and other out-of-pocket expenses incurred in connection with
Licensor's performance of Services hereunder.
Section 10.Limited Warranties and Disclaimers
10.1 Authority. Each party represents to the other that such party has the toll corporate power and authority to enter
into and perform this Agreement.
10.2 Software and Media. Licensor warrants to Customer that,for a period of ninety(90)days from its delivery date,
(a)the Software will perform substantially in accordance with the material functional specifications contained in the
Documentation in effect at the time of delivery to Customer when such Software is properly installed and Used on the
recommended operating system,and(b)the Media on which the Software is furnished,if any,will be free from material
defects under normal use. Licensor's entire liability and the Customer's sole and exclusive remedy for breach of this Section
10.2 will be limited to either,at Licensor's option,replacement of the Software and Media,if any,at no charge to Customer or
refund of the license fee paid by Customer and termination of this Agreement. The warranties in this Section 10.2 shall not apply
if,and during the period that,any Licensed Products are provided to Customer for evaluation or trial use.
10.3 Services.Licensor warrants to Customer that all Services provided under this Agreement will be performed by
competent personnel with appropriate experience in providing such Services.
10.4 Warranty Limitations.The preceding Licensor warranties do not apply to and,to the full extent permitted by law,
Licensor shall have no responsibility for breaches of warranty to the extent arising from:(i)Customer operator errors;(ii)
Customer hardware or operating system failures;(iii)the modification of the Software by any person other than Licensor
(except as directed or authorized by Licensor);(iv)the combination of the Software with products or services not provided by
Licensor(except as directed or authorized by Licensor);(v)Use of any portion of the Software in a manner not permitted or
contemplated by this Agreement or the Documentation;(vi)Use of an earlier Version of some or all of the Software other than
the current Version or Use of Software without all Updates installed.
10.5 DISCLAIMERS. (a)EXCEPT FOR(i)THE WARRANTIES EXPRESSLY STATED ABOVE IN THIS
SECTION 10 AND(ii)ANY WARRANTY,REPRESENTATION OR CONDITION TO THE EXTENT THE SAME
CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW,LICENSOR AND ITS AFFILIATES,AGENTS,
SUBCONTRACTORS AND SUPPLIERS MAKE NO REPRESENTATIONS OR WARRANTIES,AND EXPRESSLY
TeamMate"'Global License,Support and Services Agreement 6-3-15 Page 6
DISCLAIM AND EXCLUDE ANY AND ALL WARRANTIES,REPRESENTATIONS AND CONDITIONS,WHETHER
EXPRESS OR IMPLIED,WHETHER ARISING BY OR UNDER STATUTE,COMMON LAW,CUSTOM,USAGE,
COURSE OF PERFORMANCE OR OTHERWISE,INCLUDING,WITHOUT LIMITATION,ANY IMPLIED WARRANTIES
OF MERCHANTABILITY,FITNESS FOR A PARTICULAR PURPOSE,TITLE OR NON-INFRINGEMENT.WITHOUT
LIMITING THE FOREGOING,LICENSOR AND ITS AFFILIATES,AGENTS,SUBCONTRACTORS AND SUPPLIERS DO
NOT WARRANT,AND EXPRESSLY DISCLAIM ANY REPRESENTATION OR WARRANTY,THAT THE LICENSED
PRODUCTS,CONTENT,SUPPORT,SERVICES OR OTHER DELIVERABLES PROVIDED BY OR ON BEHALF OF
LICENSOR WILL SATISFY CUSTOMER'S REQUIREMENTS OR THAT THEIR USE OR OPERATION WILL BE ERROR
OR DEFECT FREE OR UNINTERRUPTED,OR THAT ALL SOFTWARE DEFECTS WILL BE CORRECTED. EXCEPT
FOR THE EXPRESS WARRANTIES IN SECTION 10,(A)THE LICENSED PRODUCTS ARE PROVIDED"AS IS,"WITH
ALL FAULTS AND WITHOUT ANY GUARANTEES REGARDING QUALITY,PERFORMANCE,SUITABILITY,
TIMELINESS,SECURITY,DURABILITY,INTEGRABILITY OR ACCURACY,AND(B)CUSTOMER ACCEPTS THE
ENTIRE RISK OF AND RESPONSIBILITY FOR USE,QUALITY,PERFORMANCE,SUITABILITY AND RESULTS OF
USE OF THE LICENSED PRODUCTS AND ITS OWN AUDIT APPROACH OR METHODOLOGY.
(b)NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY LICENSOR,ANY OF ITS AFFILIATES,
DISTRIBUTORS,AGENTS,SUBCONTRACTORS OR SUPPLIERS OR THEIR RESPECTIVE EMPLOYEES,OFFICERS
OR DIRECTORS WILL INCREASE THE SCOPE OR OTHERWISE ALTER THE TERMS OF ANY WARRANTY
EXPRESSLY STATED IN THIS AGREEMENT OR CREATE ANY NEW REPRESENTATIONS,WARRANTIES OR
CONDITIONS.
(c) TO THE EXTENT THAT ANY WARRANTIES,REPRESENTATIONS OR CONDITIONS CANNOT BE
FULLY DISCLAIMED AND EXCLUDED UNDER APPLICABLE LAW AS CONTEMPLATED BY SECTION 10.5(a),
THEN ANY DIFFERENT OR ADDITONAL LEGALLY REQUIRED WARRANTIES,REPRESENTATIONS OR
CONDITIONS,SHALL BE LIMITED IN DURATION TO NINETY(90)DAYS FROM THE DATE OF SOFTWARE
DELIVERY OR SERVICES PERFORMANCE,AS APPLICABLE.
Section It. Indemnities
l 1.1 Infringement Indemnity.(a)General.Licensor agrees(i)to defend Customer against or,at Licensor's option
(subject to Section 11.3),settle any unaffiliated third party claim or action brought against Customer asserting that Customer's
Use of all or part of the Licensed Products in conformity with this Agreement infringes such third parry's copyrights or
registered trademarks in the United States,Canada,Australia or the European Union or a third party's patents in the United
States,and(ii)to indemnify Customer against actual damages and reasonable costs and expenses assessed against or recovered
from Customer as a result of any such claim or action.
(b)Exclusions.Section 11.1(a)does not cover claims or actions based upon or arising out of.(i)Use of the Licensed
Products in combination with other non-Licensor-provided products or programs with which the Licensed Products are not
authorized or intended to be used;(ii)modification or alteration of the Software by Customer or for Customer by any person
other than Licensor or its authorized agent;(iii)Use of the Licensed Products in breach of this Agreement or in a manner not
consistent with or contemplated by the Documentation;or(iv)use of a superseded or altered Version of some or all of the
Software if infringement would have been avoided or mitigated by the use of a subsequent unaltered Version(with all Updates)
of the Software that is provided to Customer as part of Support.
(c)Licensor Cure. If all or part of the Licensed Products become,or in Licensor's opinion,are likely to become,the
subject of a third party claim of infringement or violation of such thirty party's intellectual property rights,Licensor may,at its
option:(i)procure for Customer the right to continue using the affected Licensed Products; (ii)replace the same with
substantially equivalent,non-infringing materials;or(iii)modify the affected Licensed Products so that they become non-
infringing without materially changing their functionality.If,in Licensor's opinion,none of the foregoing alternatives are
feasible or commercially reasonable,Licensor may terminate Customer's license to the affected Licensed Products,require and
accept return of the same,and refund to Customer the unamortized portion of the allocable Software license fees paid by
Customer with respect thereto(based on a five-year estimated useful life)and the unused portion of any Customer prepaid,
related Support fees.
(d)Exclusive Remedy. To the maximum extent permitted by applicable law,the provisions of this Section 11.1 state
the sole,exclusive and entire liability of Licensor and its affiliates,distributors,agents,subcontractors and suppliers,and
Customer's sole remedy,with respect to any actual or claimed infringement or other violation of any third party's intellectual
property rights.
11.2 Indemnification Procedures.The indemnity in this Section I I is contingent upon:(i)Customer promptly notifying
the Licensor in writing of any claim which may give rise to a claim for indemnification;(ii)Licensor being allowed to control the
defense and settlement of such claim;and(iii)Customer cooperating with all reasonable requests of Licensor(at Licensor's
TeamMate"Global License,Support and Services Agreement 6-3-15 Page 7
expense)in defending or settling a claim.Customer shall have the right,at its option and expense,to participate in the defense of
any suit or proceeding through a counsel of its own choosing.Licensor may settle any such claim,provided that no settlement of
any claim admitting liability of,or imposing duties or restrictions upon,Customer,other than for payment of monetary amounts
for which Licensor agrees to be responsible or for termination of Customer's Use of the Software in accordance with Section
11.1,may be effected without the prior written consent of the Customer,which shall not be unreasonably withheld or delayed.
The indemnities in this Section 1 I shall not apply if,and during the period that,any Licensed Products are provided to Customer
for evaluation or trial use.
11.3 Liability.Licensor shall be liable and responsible for any and all property loss,property damage and/or personal
injury,including death,to any and all persons,of any kind or character,whether real or asserted,to the extent caused by the
negligent act(s)or omission(s),malfeasance or intentional misconduct of Licensor,its officers,agents,servants or employees
while performing services under this agreement.Licensor hereby covenants and agrees to indemnify,hold harmless and defend
the Customer,its officers,agents,servants and employees,from and against any and all claims or lawsuits of any kind or
character,whether real or asserted,for either property damage or loss(including alleged damage or loss to Licensor's business,
and any resulting lost profits)personal injury,including death,to any and all persons,to the extent caused by the acts or
omissions of Licensor,its officers,agents,subcontractors, servants or employees.
Section 12. Limitations of Liability
12.1 Internet Exclusion.THE SOFTWARE MAY BE USED TO ACCESS AND TRANSFER INFORMATION
OVER THE INTERNET.CUSTOMER ACKNOWLEDGES AND AGREES THAT LICENSOR AND ITS AFFILIATES,
AGENTS,SUBCONTRACTORS AND SUPPLIERS DO NOT OPERATE OR CONTROL THE INTERNET AND THAT(1)
VIRUSES,WORMS,TROJAN HORSES,OR OTHER UNDESIRABLE DATA OR SOFTWARE,OR(II)UNAUTHORIZED
USERS(E.G.HACKERS),MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE CUSTOMER'S DATA,
WEBSITES,COMPUTERS OR NETWORKS.LICENSOR SHALL NOT BE RESPONSIBLE FOR PREVENTION OR
EFFECTS OF SUCH ACTIVITIES.
12.2 Customer Responsibility;Professional Advice.TO THE EXTENT PERMITTED BY LAW,CUSTOMER
ASSUMES ALL RESPONSBILITIES AND RISKS,FOR ITSELF AND ALL USERS,REGARDING:(1)ALL DATA AND
INFORMATION COLLECTED,USED OR INCLUDED IN OR PROCESSED,ACCESSED OR STORED WITH THE
LICENSED PRODUCTS;(11)THE PREPARATION,ACCURACY,REVIEW AND USE OF RESULTS OBTAINED
THROUGH USE OF THE SOFTWARE OR ANY CONTENT,AND ANY DECISIONS OR ADVICE MADE OR GIVEN TO
ANY PARTY BASED ON THE USAGE OF THE LICENSED PRODUCT.LICENSOR AND ITS AFFILIATES,
DISTRIBUTORS,AGENTS,SUBCONTRACTORS AND SUPPLIERS ARE NOT ENGAGED IN RENDERING AUDITING,
ACCOUNTING,LEGAL OR OTHER PROFESSIONAL OR EXPERT ADVICE OR SERVICES AND ARE NOT
RESPONSIBLE FOR HOW THE LICENSED PRODUCT IS USED,THE RESULTS AND ANALYSIS DERIVED BY
CUSTOMER BY USE OF THE LICENSED PRODUCT AND ANY DECISIONS THE CUSTOMER MAY TAKE BASED ON
CUSTOMER'S USAGE OF THE LICENSED PRODUCT.
12.3 Damages Exclusion.TO THE MAXIMUM EXTENT PERMITTED BY LAW,NEITHER LICENSOR OR
CUSTOMER,NOR THEIR RESPECTIVE AFFILIATES,DISTRIBUTORS,AGENTS,SUBCONTRACTORS OR
SUPPLIERS,WILL HAVE ANY LIABILITY WHATSOEVER FOR ANY LOSS OF SALES,PROFITS,BUSINESS,DATA,
OR OTHER INCIDENTAL,CONSEQUENTIAL,INDIRECT,OR ANY EXEMPLARY,PUNITIVE OR SPECIAL LOSS OR
DAMAGE,EVEN IF ADVISED OF THE POSSIBILITY OF THEIR OCCURRENCE,RESULTING FROM OR ARISING
OUT OF OR RELATED TO THIS AGREEMENT,THE LICENSED PRODUCTS,CONTENT,SUPPORT OR ANY
SERVICES RENDERED HEREUNDER,OR ANY OTHER CAUSE WHATSOEVER,REGARDLESS OF THE FORM OF
THE CLAIM OR ACTION(WHETHER BASED ON CONTRACT,NEGLIGENCE, STRICT LIABILITY OR OTHER
TORT,STATUTE OR OTHERWISE).
12A Limitations of Liability.Except for any indemnification liability arising under Sections 11.1 and 11.3 of this
Agreement,the entire and collective liability of Licensor and its affiliates,distributors,agents,subcontractors and suppliers,
arising out of or related to this Agreement,the Licensed Products,Content,Support or Services,or any other cause whatsoever,
including without limitation on account of performance or nonperformance of obligations under this Agreement,regardless of
the form of the cause of action,whether in contract,tort(including without limitation negligence),statute or otherwise,shall in
no event exceed the total fees paid to Licensor in the twelve-month period preceding the date such claim or cause of action first
arose.The limitation of liability under this Section will be applied to the maximum extent permitted by applicable law.
12.5 Limitations Period.Any claim or cause of action arising under or otherwise relating to this Agreement,any Order
Form,or the Licensed Products,Support,Services or other subject matter hereof or thereof,whether based on contract,tort
(including negligence)or otherwise,must be commenced within one year from the date such claim or cause of action first arose.
TeamMate"'Global License,Support and Services Agreement 6-3-15 Page 8
Section 13. Term and Termination
13.1 Term.This Agreement will become effective upon Licensor's execution of the Order Form or,if earlier,the
Effective Date,and will remain in force until terminated in accordance with the terms hereof.
13.2 Termination. (a)Either party may terminate this Agreement in its entirety,or in part with respect to an Order
Form for Services,at any time upon thirty(30)days prior written notice.Licensor may terminate this Agreement immediately if
Customer materially fails to comply with Sections 2,3,4,5 or 6 of this Agreement.
(b)Unless otherwise specified by the parties in writing,either party may terminate this Agreement in part with respect
to the delivery by Licensor of any of the Services upon thirty(30)days'advance written notice.Upon any such partial
termination,Licensor shall advise Customer of the extent to which performance of a terminated Service has been completed
through such date.Licensor shall be paid for all work performed and expenses with respect to such Service through the date of
termination.
13.3 Effects of Termination.Upon termination of this Agreement for cause by Licensor,including due to violation by
Customer or Affiliates(or their respective Users)of Sections 2,3,4,5,6 or 10.1 or for failure to pay any license fee or
contractually required Support Fee due hereunder or any applicable Order Form("Licensor For-Cause Termination"),Customer
shall immediately cease using the Licensed Products,return all of the Licensed Products(including all copies thereof,in
whatever form)to Licensor,and return to Licensor all of its Confidential Information in tangible form,destroy or erase any
computer entries,database entries and any other recordation of Licensor Confidential Information.Licensor acknowledges that
Customer is a governmental entity subject to minimum record retention schedules,and as such,Customers duties hereunder
shall be in accordance with federal,state and local law or ordinance.
13.4 Survival. In the circumstance of a Licensor For-Cause Termination,all license rights granted under Sections 2
and 3 shall be terminated,provided Sections 4.5,6,7(to the extent payment is still due by Customer)10.4, 10.5, 12, 13, 14 and
15 shall survive any such termination of the Agreement. In the circumstance of a Customer ceasing to maintain Support or
expiration of the Agreement,Sections 2,14,5,6,7(to the extent payment is still due by Customer) 10.4, 10.5, 12, 13, 14 and 15
shall survive any such termination or expiration of the Agreement.
Section 14.Governing Law and Dispute Resolution
14.1 Governing Law.The Parties consent to the application of the Governing Law to govern,interpret and enforce all
rights,duties and obligations arising from,or relating in any manner to,the subject matter of this Agreement,without regard to
conflict of law principles. The Parties agree that this Agreement shall be construed in accordance with the laws of the State of
Texas.The United Nations Convention on Contracts for the hiternational Sale of Goods shall not apply to this Agreement.
14.2 Injunctive Relief.Notwithstanding an agreement of the parties to submit disputes under this Agreement for
resolution by arbitration,each party agrees that any actual or threatened breach by the other of its obligations under this
Agreement relating to proprietary rights,confidentiality and non-disclosure of Confidential Information may cause irreparable
damage for which legal remedies are inadequate,and each party agrees that the other may seek immediate injunctive or other
equitable relief restraining such actual or threatened breach in any judicial forum,without the need to first secure a judgment
or award and without the need to seek arbitration and follow any procedures related thereto.
14.3 Dispute Resolution Method and Venue.Subject to Section 14.2,any dispute arising under or relating to the subject
matter of this Agreement shall be submitted for resolution in the method and to the venue as follows. If any action,whether real
or asserted,at law or in equity,is brought on the basis of this Agreement,venue for such action shall lie in state courts located in
Tarrant County,Texas or the United States District Court for the Northern District of Texas,Fort Worth Division and any
disputes shall be submitted for nonbinding arbitration under the rules of the American Arbitration Association.
14.4 Waiver of Jury Trial.EACH PARTY KNOWINGLY,VOLUNTARILY AND UNCONDITIONALLY
WAIVES ITS RIGHT TO A JURY TRIAL FOR ANY CLAIM OR CAUSE OF ACTION DIRECTLY OR INDIRECTLY
ARISING OUT OF OR RELATING TO THIS AGREEMENT,ANY RELATED DOCUMENTS,THEIR RESPECTIVE
SUBJECT MATTER OR RELATED DEALINGS BETWEEN THE PARTIES TO THE MAXIMUM EXTENT PERMITTED
BY LAW.
14.5 Arbitration Procedures.The following procedures shall apply to any disputes under this Agreement or in regards
to the Licensed Product to which arbitration applies as set forth in Section 14.3 above. Arbitration shall be conducted before a
single arbitrator unless the amount in dispute exceeds the equivalent of US$250,000,to be jointly selected and if the parties
cannot agree on such single arbitrator within a period of 30 days after an arbitration proceeding has been filed,then the single
arbitrator will be selected in accordance with the applicable arbitral body for the relevant jurisdictions set forth in Section 14.3
above.If the amount in dispute exceeds the equivalent of US$250,000,it shall be decided by three arbitrators,one to be selected
TeamMate`°'Global License,Support and Services Agreement 6-3-15 Page 9
by each party and the two party-appointed arbitrators to agree upon the third.The arbitrator(s)must have experience with and
knowledge of the licensing of software,and have been admitted to the practice of law for at least ten years.Under no
circumstances are the arbitrators authorized to make awards contrary to the damages exclusions,liability limitation,remedial and
other provisions of this Agreement.
Section 15.Miscellaneous Provisions
15.1 Export Controls.Customer acknowledges that the Licensed Products are subject to export controls under United
States laws and regulations,including the Export Administration Regulations, 15 C.F.R.Parts 730-774,and may be subject to
other applicable laws and regulations in other jurisdictions relating to export,re-export,import,transfer or other disposition of
software and other technology(collectively,"Export Control Laws"). From and after Licensor's delivery of the Licensed
Products to Customer,Customer shall comply with any and all applicable Export Control Laws applicable to the Licensed
Products.
15.2.Government Use.In the event that Customer is an agency of the United States Government or that a license
granted hereunder is pursuant to a contract with either a defense or civilian agency of the United States Government,Customer
acknowledges that the Software and Documentation,respectively,provided to Customer hereunder constitute commercial
computer software and commercial computer software documentation developed at private expense and are subject to the terms
and restrictions of this Agreement pursuant to FAR 27.405-3 and DFARS 227.7202. The contractor/manufacturer is Licensor,
with an address set forth on the applicable Order Form.
15.3 Entire Agreement.This Agreement,including its Schedules and exhibits,together with all Order Forms,(i)
collectively constitute the entire agreement between the parties,and(ii)supersede all prior agreements,understandings,proposals
and communications,oral or written,relating to the subject matter of this Agreement.Any purchase order,requisition,work
order,request for proposal or other document or record prepared,issued or provided by or on behalf of Customer relating to the
subject matter of this Agreement is for administrative convenience only and will have no effect in supplementing,varying or
superseding any provisions of this Agreement,regardless of any acknowledgement thereof by Licensor.
15.4 Precedence.In the event of any inconsistency or conflict between the terns and conditions of this Agreement and
any Order Form,schedule,exhibit or other attachment,the order of precedence shall be as follows: first,the body of this
Agreement;then,any applicable schedules or exhibits to this Agreement;then,any Order Form;then any exhibits or other
attachments to any Order Form. In the event of conflict between this Agreement and any Order Form,the body of this
Agreement shall govern and control,except to the extent such Order Form makes clear that this Agreement is being amended by
such Order Form.
15.5 Severability.If any provision of this Agreement is held to be invalid,illegal or unenforceable,such provision
shall be,to the maximum extent permitted by applicable law,construed or limited,and/or deemed replaced by a revised
provision,to the extent(and only to the extent)necessary to render it valid,legal and enforceable and,as nearly as possible,to
reflect and achieve the parties'intentions in agreeing to the original provision. If it is not possible to so construe,limit or reform
any such provision,then the invalid,illegal or unenforceable provision shall be severed from this Agreement.The remaining
provisions of this Agreement shall be unaffected thereby and shall continue in full force and effect.
15.6 Amendment;Waiver.This Agreement may be modified or amended by a writing expressly identified as an
amendment and signed by both parties.Unless otherwise provided in an amendment,Licensor reserves the right to modify,in its
discretion,the terms in the body of this Agreement in connection with(i)the general release of future versions,updates,or
upgrades of the Software;and/or(ii)the issuance of invoices for Services.Customer will be provided an opportunity to review
and accept or reject any modified Agreement,but continued use of the Software will be subject to Customer's acceptance of such
modified Agreement.
15.7 No Third Party Beneficiary.No third party is intended to be or shall be a third party beneficiary of any provision
under this Agreement. Licensor and Customer shall be the only parties entitled to enforce the rights set out in this Agreement.
15.8 Assi ng ment.Customer may not assign or transfer this Agreement or any rights or obligations hereunder,without
the prior written consent of Licensor,except that,after reasonable prior notice thereof to Licensor,Customer may assign or
transfer its rights and obligations under this Agreement to an Affiliate of Customer or to a successor to its business to which this
Agreement relates.
15.9 Force Majeure.Except for payment obligations,neither party will be liable to the other for any failure or delay in
performing its obligations under this Agreement due to any cause beyond its reasonable control,including,without limitation,
fire,flood,earthquake or other natural catastrophes,acts of war,terrorism or civil disobedience,governmental acts,laws or
regulations,embargoes,labor strikes or difficulties,failures of third party suppliers,acts or omissions of carriers,transmitters,
providers of telecommunications or Internet services,vandals,hackers,transportation stoppages or slowdowns or the inability to
TeamMate'"Global License,Support and Services Agreement 6-3-15 Page 10
procure parts or materials. Each party will use reasonable efforts to give written notice to the other promptly after becoming
aware of any condition or event causing any such excusable performance failure or delay.
15.10 Insurance. During any period in which it is performing Services for Customer,Licensor will maintain(a)
workers'compensation with such coverage amounts at least equal to that legally required in jurisdictions in which such Services
are being performed,(b)general liability insurance in commercially reasonable amounts covering liability for bodily injury,
death and property damage.Upon written request,Licensor shall promptly provide written confirmation of such insurance
coverage,(c)professional liability(Errors&Omissions)in the amount of$1,000,000 per claim and$1,000,000 aggregate limit,
(d)technology liability(Errors&Omissions)in a combined limit of not less than$1,000,000 per occurrence and$2,000,000
million aggregate.Technology coverage may be provided through an endorsement to the general liability policy,a separate
policy specific to Technology E&O,or an umbrella policy that picks up coverage after primary coverage is exhausted.
15.11 Independent Contractor.Each parry's relationship to the other is that of an independent contractor.Nothing in
this Agreement,and no course of dealing between the parties,shall be construed to create a partnership,joint venture or
employment or agency relationship between the parties or between Customer and any Licensor employee,agent or contractor.
Neither party has any authority to bind,incur liability for or otherwise act on behalf of the other party,and neither party will
represent or imply that it has any such authority.
15.12 Notices.All notices under this Agreement shall be in writing and shall be deemed to have been received upon
personal delivery,by facsimile(followed by delivery of a hard copy thereof within five(5)business days of such facsimile),by
commercial overnight courier service,or five(5)business days after mailing by certified or registered mail to the address for
such party provided in the Order Form.Notices to Customer shall include a copy to the City Attorney's Office at the same
address provided for in the Order Form.
15.13 Right to Audit.Licensor agrees that the Customer shall,until the expiration of three(3)years after final payment
under this Agreement,have access to and the right to examine any directly pertinent books,documents,papers and records of the
Licensor involving transactions relating to this Agreement.Licensor agrees that the Customer shall have reasonable access during
normal working hours to all necessary Licensor's facilities and shall be provided adequate and appropriate workspace in order to
conduct audits in compliance with the provisions of this section.Customer shall give Licensor reasonable advance notice of
intended audits.
15.14 Electronic Documents.Any document in electronic format or any document reproduced from an electronic
format shall not be denied legal effect,validity,or enforceability solely for that reason and shall meet any requirement to
provide an original or print copy.
TeamMate"Global License,Support and Services Agreement 6-3-15 Page I 1
Hosting Addendum—This Hosting Addendum applies in the event Customer is obtaining Hosting Services.
THIS HOSTING ADDENDUM TO THE GLOBAL LICENSE, SUPPORT AND SERVICES AGREEMENT (THIS
"ADDENDUM") SETS FORTH ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO LICENSOR'S
PROVISION OF THE HOSTING SERVICES (AS DEFINED BELOW) FOR THE SOFTWARE LICENSED BY
CUSTOMER UNDER THE GLOBAL LICENSE, SUPPORT AND SERVICES AGREEMENT (THE "GLSSA"). THIS
ADDENDUM IS HEREBY INCORPORATED BY REFERENCE INTO THE GLSSA, WHICH SHALL GOVERN
LICENSOR'S PROVISION OF THE HOSTING SERVICES (INCLUDING BUT NOT LIMITED TO ALL
LIMITATIONS OF LIABILITY AND DISCLAIMERS OF WARRANTY) EXCEPT AS EXPLICITLY SET FORTH
HEREIN. IN THE CASE OF ANY CONFLICT BETWEEN THIS ADDENDUM AND THE GLSSA,THE TERMS OF
THIS ADDENDUM SHALL TAKE PRECEDENCE WITH REGARDS TO THE HOSTING SERVICES. ANY
CAPITALIZED TERMS USED BUT NOT DEFINED HEREIN SHALL HAVE THE MEANING SET FORTH IN THE
GLSSA.
Section 1.Hosting Services
1.1 General. During the Hosting Term(as defined below),Licensor shall use commercially reasonable efforts to host
the Hosted Software and provide access to the same via the Internet(the"Hosting Services"). The Hosting Services shall be
considered"Services"as such term is defined in the GLSSA. "Hosted Software"means the Software that is hosted by Licensor
and made available to Customer via the Internet. If Customer selects"Full Hosting"on an Order Form,the Hosted Software
shall include all components of the Software. If Customer selects"Lite Hosting,"then the Hosted Software shall consist only of
the server portion of the Software,and Customer shall host the client portion of the Software.
1.2 Updates. During the Hosting Term,Licensor shall be responsible for installing Updates to the Hosted Software in
a timely manner. Therefore,the requirements for Customer to install or have installed Updates set forth in Sections 8.3,8.4,
10.4,and I L I(b)shall not apply to the Hosted Software during the Hosting"Term. If Customer has selected"Lite Hosting,"
then Customer shall continue to be responsible for installing Updates to any client portion of the Software.
1.3 Requirements.Licensor shall make the Hosted Software accessible to Customer's computers with Internet access.
Unless set forth otherwise in a written agreement between Licensor and Customer,Customer shall provide,at Customer's own
expense,all necessary hardware,software applications and Internet connectivity,as referenced in any Documentation or an Order
Form,necessary to access and use the Hosted Software. This includes,but is not limited to,Microsoft Office or other similar
types of software.Furthermore,Customer shall maintain Support at all times during the Hosting Term.Licensor acknowledges
that Customer has adopted security policies and procedures known as Information Technology Security Administrative
Regulation D-5.Licensor understands that such updates or access shall be in accordance with these regulations.
1.4 Maintenance. Licensor reserves the right to perform scheduled and unscheduled maintenance on the Hosted
Software from time to time. Licensor will use commercially reasonable efforts to give notice of scheduled downtimes to
Customer prior to such downtimes.
1.5 Third Parties.Licensor may host the Hosted Software on its own servers or may use a third party to host the Hosted
Software.
Section 2.Data
Customer shall be solely responsible for each User that accesses the Hosted Software,and for all data created by use of or access
to the Hosted Software or stored in the Hosted Software(the"Data").Customer grants,and will grant as such comes into
existence,to Licensor a non-exclusive,non-transferable,royalty-free,worldwide license to access,copy,modify,create
derivative works from,and otherwise use the Data for the sole purpose of administering the Hosted Software,Customer's access
to the Hosted Software,and as otherwise required for performing Licensor's obligations under this Addendum. Customer
acknowledges that neither Licensor nor its Affiliates will be responsible for any loss of or damage to the Data.
Section 3.Order,Commencement,and Payment
3.1 Order and Commencement.Customer may order Hosting Services either on Customer's signed Order Form for
the Software,or by submitting a separate signed Order Form at a later date requesting Hosting Services.Such Order Form shall
not be effective until accepted by Licensor.
3.2 Invoicing and Payment. Invoicing and payment terms for the Hosting Services shall be as set forth generally in the
Hosting Addendum—TeamMate a Global License,Support and Services Agreement 6-3-15 Page 1
GLSSA and in the Order Form.
Section 4. Term and Termination
4.1 Hosting Term.The Hosting Term will commence on the date set forth on an Order Form for Hosting Services
accepted by Licensor,and continue for an initial period of one(1)year. Thereafter,this Addendum shall automatically renew
for consecutive one-year terms unless either party provides the other parry with written notice of its desire not to renew this
Addendum at least ninety(90)days before the end of the then-current Hosting Term.
4.2 Termination. Licensor may terminate this Addendum(i)for Customer's breach of this Addendum or the GLSSA,
provided that Licensor shall first provide Customer with written notice and thirty(30)days to cure such breach,or(ii)for
convenience upon ninety(90)days written notice. In addition,this Addendum shall terminate immediately upon the termination
of Support or termination of the GLSSA.
4.3 Effect of Termination. Upon any termination of this Addendum,Licensor may immediately discontinue the
Hosting Services and Customer shall immediately cease accessing the Hosted Software. Provided that Customer has paid all
fees due under this Addendum and the GLSSA,Licensor shall return the Data to Customer and,unless Customer is in material
breach of the GLSSA or the GLSSA has been terminated,provide a copy of the then most recent version of the Software to
Customer.Sections 2 and 5 of this Addendum shall survive termination of this Addendum.
4.4 Suspension or Termination of Service.Notwithstanding any other provision of this Addendum,Licensor may
immediately and indefinitely suspend Customer's access to and use of the Hosted Software or terminate this Addendum in the
event Customer is determined by Licensor,in Licensor's sole judgment,to have or attempted to have damaged,harmed or
misused Licensor or the web site or systems of Licensor or its Affiliates,or as otherwise necessary to protect Licensor's or its
Affiliate's or contractor's systems or software.Licensor will not be responsible for any damages incurred by Customer as a
result of termination or suspension of access or use of the Hosted Software.
5. Disclaimer of Warranty
EXCEPT AS SET FORTH IN SECTION 1.1,THE HOSTING SERVICES PROVIDED UNDER THIS ADDENDUM ARE
PROVIDED"AS IS"WITH NO GUARANTEE OF COMPLETENESS,ACCURACY,TIMELINESS OR AVAILABILITY.
LICENSOR SPECIhICALLY DISCLAIMS ANY AND ALL WARRANTIES,EXPRESS OR IMPLIED,INCLUDING,BUT
NOT LIMITED TO,FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.LICENSOR DOES NOT
WARRANT THAT THE HOSTING SERVICES WILL BE ERROR-FREE,AND FURTHER DOES NOT WARRANT THAT
THE HOSTING SERVICES WILL ALWAYS BE ACCESSIBLE,UNINTERRUPTED,OR AVAILABLE FROM THE
INTERNET.
Hosting Addendum—TeamMate a Global License,Support and Services Agreement 6-3-15 Page 2
From: Turner,Sue
To: Wilson,Thomas Earl
Cc: WEIR.RITA
Subject: RE: Signature Requested: 100102100 City of Fort Worth Case#1017651 [ref:_00D30W70._5001T1azyb4:ref]
Date: Monday,December 20,2021 3:52:49 PM
Attachments: imaae003.ona
100102100 City of Fort Worth TeamMate Bridae Aareement.odf
CSC 48334.odf
CAUTION:This email originated from outside of the City of Fort Worth email system. Do not click any links or open
attachments unless you recognize the sender and know the content is safe.
Hello,
Yes, we are comfortable with Exhibit A document being appended to the bridge agreement as
outlined.
Thank you,
Sue Gag Turner
Product Coordinator
Compliance Solutions
Office +1 320 240-4263
sue.turner(@wolterskluwer.com
i8
From: Wilson,Thomas Earl <Tom.Wilson@fortworthtexas.gov>
Sent: Monday, December 20, 2021 3:39 PM
To:Turner, Sue <sue.turner@wolterskluwer.com>
Cc: WEIR, RITA<RITA.WEIR@wolterskluwer.com>
Subject: FW: Signature Requested: 100102100 City of Fort Worth Case#1017651 [
ref:_00D30W70._5001T1azyb4:ref]
Caution, this email may be from a sender outside Wolters Kluwer.Verify the sender and know the
content is safe.
Good Afternoon, Susan—
The signed City of Fort Worth TeamMate Bridge Agreement you sent back last week (the first
attachment) refers to Exhibit A (the second attachment), which is the original agreement between
the City of Fort Worth and Wolters Kluwer. Both documents were previously sent to Rita Weir when
we were seeking your company's sign-off on the bridge agreement. Because the Exhibit A document
was not included with what you sent back last week, our legal department is wanting confirmation
that Wolters Kluwer is ok with the Exhibit A document being appended to the bridge agreement,
once fully signed.
Let me know if you have any questions or concerns regarding this matter.
Thank you,
Tom Wilson,CDPSE,CISA, PMP
IT Auditor
Department of Internal Audit
City of Fort Worth,Texas
Office Phone: 817-392-6135
Cell Phone: 817-343-1824
Fax: 817-392-6133
tom.wilsonCcDfortworthtexas.gov
City of Fort Worth — Working together to build a strong community.
B
From: Customer Support Contract Administration <contractadmin(@wolterskluwer.com>
Sent: Wednesday, December 15, 2021 10:55 AM
To: Wilson,Thomas Earl <Tom.WilsonC@fortworthtexas.gov>
Cc: rita.weirCcDwolterskluwer.com; sue.turner(@wolterskluwer.com
Subject: Signature Requested: 100102100 City of Fort Worth Case#1017651 [
ref:_00D30W70._5001T1azyb4:ref]
CAUTION:This email originated from outside of the City of Fort Worth email system. Do not click any links or open
attachments unless you recognize the sender and know the content is safe.
Hello,
Please sign, reply back to all with this email, and send a fully executed copy back to
Contract Admin for processing.
Thank You,
Susan Gag Turner
Contract Administration
Product Coordinator
Compliance Solutions