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HomeMy WebLinkAboutContract 57390 CSC No.57390 iNovah Service Agreement This iNovah Service Agreement (the "Agreement"), effective upon execution of this agreement (the "Effective Date"), is by and between N. Harris Computer Corporation ("Harris) and City of Fort Worth, Texas ("Organization"). WHEREAS Harris offers the iNovah Service (as defined below) to customers located and operating in the United States; Organization AND WHEREAS the iNovah Service is an enterprise revenue management service comprised of the multi-party offerings set forth in Schedule A. AND WHEREAS Organization desires to subscribe to the iNovah Service and Harris desires to provide Organization and its Payers access to such service subject to the terms and conditions of this Agreement; NOW THEREFORE, in consideration of the mutual covenants set out in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the parties agree as follows: ARTICLE I INTERPRETATION 1.1 Definitions.The following terms shall have the meaning set out below; all other capitalized terms not otherwise defined in this Section shall have the meaning set forth elsewhere in this Agreement: (a) "Organization Data" means all data that Organization processes and/or stores on or through the iNovah Service and all other content transmitted, posted, received or created through Organization's use of the iNovah Service, including but not limited to personal information or personally identifiable information of Payers. For clarity, Organization Data does not include Resultant Data or any other information reflecting the access or use of the iNovah Service by or on behalf of Organization or Payers. (b) "Organization Portal" means the confidential Organization portal located on the Harris Site. (c) "Change Order" means any a duly executed change order between the Organization and Harris evidencing their agreement to add, subtract or change particular aspects of the iNovah Service, Professional Services or Support Service. (d) "Channels" means the product offerings of the iNovah Service and of the EBPP Platform, respectively, each as described in Schedule A. (e) "Confidential Information" means, with respect to a party, all information or material whether in oral, written, graphic or electronic form, which: is (i) marked "Confidential," "Restricted," or "Proprietary Information" or other similar marking, (ii) known by the parties to be considered confidential or proprietary, or (iii) which should be known or understood to be confidential or proprietary by an individual exercising reasonable commercial judgment in the circumstances. Confidential Information of Harris includes without limitation, terms and conditions of this Agreement, the iNovah Service and the Documentation, and any information with respect to any aspect of the iNovah Service that Harris may provide to Customer from time to time, including OFFICIAL RECORD 2020-12-21 iNovah Service Agreement CITY SECRETARY FT.WORTH, TX without limitation, all information disclosed by Harris relating to the security of facilities, computer systems and products used to provide the iNovah Services. Confidential Information does not include information to the extent that such information: (A) is or becomes generally known to the public by any means other than a breach of the obligations of a receiving party hereunder; (B) was previously known to the receiving party as evidenced by its written records; (C) is rightly received by the receiving party from a third party who is not under an obligation of confidentiality; (D) is independently developed by the receiving party without reference to or use of the other party's Confidential Information which such independent development can be established by evidence that would be acceptable to a court of competent jurisdiction. Confidential Information of Organization shall not include Organization Data. (f) "Documentation" means user guides, operating manuals, education materials, product descriptions and specifications, technical manuals, supporting materials, and other information relating to the iNovah ERM and the Software Interfaces or used in conjunction with the iNovah Service whether posted on the Organization Portal or distributed in print, magnetic, electronic, or video format, in effect as of the date the iNovah Service is provided to Organization. Documentation specifically excludes any materials pertaining to Third-Party Products. (g) "EBPP Fees" means the recurring fees set forth in Schedule B that are payable by Organization for the access and use of the EBPP Platform. (h) "EBPP Platform" means the third-party electronic bill presentment and payment platform set forth in in Schedule A, which is resold by Harris as an optional component of the iNovah Service. (i) "Fees" means collectively and singularly the Subscription Fees, the EBPP Fees, and any other fees due to Harris by Organization under this Agreement. (j) "Harris Site" means httr)://www.systeminnovators.com/, any site designated by Harris for the Hosting Services or the EBPP Platform, and any successor or related site designated by Harris from time to time. (k) "Go-Live Date" means the date on which the iNovah Service is available in a production environment. (1) "Hosting Services" means the hosting of the iNovah ERM by Harris on the Third-Party Cloud. (m) "iNovah ERM" means the enterprise revenue management and centralized cashiering software solution described in Schedule A that is proprietary to Harris. (n) "iNovah Service" means the enterprise revenue management service comprised of any one or all of the following components: (i) the iNovah ERM; (ii) the Hosting Services; (iii) the EBPP Platform; and (iv) the Software Interfaces. (o) "Payer" means the users of Organization's services who access and use iNovah Service to pay Organization's bills. (p) "Payer Transaction Fee" means any transaction fees payable by Payer to Harris as set out in Schedule B. (q) "Professional Service(s)" means those implementation, training, consulting or other professional service(s) provided by Harris pursuant to a Statement of Work executed by the parties. 2020-12-21 iNovah Service Agreement (r) "Professional Services Fees" means the fees for the Professional Services as detailed in Schedule B. (s) "Protected IP" means the any and all components of the iNovah Service, the Documentation, and any and all related intellectual property, whether provided to or accessible by Organization or any Payer in connection with the foregoing, and whether such intellectual property is proprietary to Harris or to its vendors, service providers or licensors. (t) "Resultant Data" means data and information related to Organization and Payer's use of the iNovah Service that is used by Harris in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision an operation of the iNovah Service. (u) "Software Interfaces" means the software interfaces developed by and proprietary to Harris that allow the communication and exchange of certain data between the iNovah ERM and the EBPP Platform. (v) "Statement of Work" means a statement of work attached as Schedule D that details the Professional Services, or any future statement of work executed by the parties in respect of Professional Services. (w) "Subscription Fees" means the recurring monthly or annual subscription fees payable to Harris by Organization for the access and use of the iNovah Service, as detailed in Schedule B. (x) "Support Services" has the meaning given to it in Schedule C. (y) "Third-Party Cloud" means the cloud infrastructure and/or platform provided by a third party and through which Harris provides the Hosting Services related to the iNovah ERM. (z) "Third-Party Products" means materials and information, in any form or medium, including any software, service, infrastructure, the EBPP Platform, the Third-Party Cloud, documents, data, content, specifications, products, equipment, or components of or relating to the iNovah Service that are not proprietary to Harris. (aa) "Third-Party Terms" means the terms and conditions that apply to licensing or access and use of the Third-Party Products that are either listed or included in Schedule E, and as such terms and conditions may be revised from time to time. (bb) "Transaction" has the meaning given to it by Third-Party Terms governing payment processing through the EBPP Platform. (cc) "User" means an employee or agent of Organization or a Payer that has been authorized by Organization to access and use the iNovah Service pursuant to the terms of this Agreement. 1.2 Schedules.The following schedules are appended to and form an integral part of this Agreement: Schedule A— Description of the Movah Service Schedule B— Fees Schedule C —Support Services—Standard Guidelines Schedule D—Statement of Work 2020-12-21 iNovah Service Agreement Schedule E—Third-Party Terms In the event of any conflict or inconsistency between the terms and conditions in the main body of this Agreement and the terms and conditions in any Schedule, the terms and conditions of the main body of this Agreement shall control unless otherwise expressly stated in the provision giving rise to the conflict or inconsistency. ARTICLE II MOVAH SERVICE 2.1 Access and Use. Subject to and conditional upon Organization's compliance with the terms and conditions of this Agreement, Harris grants Organization a non-exclusive, non-transferable right to access and use the iNovah Service for its municipal and corporate purposes for billing and payment by Payers during the Term, in accordance with the Service Order, the Documentation and the terms and conditions of this Agreement. 2.2 Documentation License. Harris hereby grants to Organization a non-exclusive, non-sub- licensable, non-transferable license to use the Documentation during the Term solely for the purpose of creating and using internal training materials relating to iNovah Service. 2.3 Third-Party Products. (a) Schedule E— Part 1. The access and use rights granted to Organization by this Article II do not include the right to access or use those Third-Party Products listed in Part I of Schedule E. (b) Schedule E — Part II. Third-Party Products listed in Schedule E — Part II have been licensed or subscribed to by Harris or licensed or subscribed to by Harris' service providers, however, Organization is bound by such Third-Party Terms in accordance with their terms. 2.4 Availability of Third-Party Products. Organization acknowledges that in order to provide the iNovah Service, Harris may be required to purchase access to Third-Party Products. Organization further acknowledges that the availability of such Third-Party Products is based solely on the best information available to Harris and its service providers as of the Effective Date (including third party representations and government regulations) and is subject to change during the Term with little or no advance notice. If any necessary Third-Party Products are determined by Harris to be unavailable as a result of changes to any third party availability, governmental regulations or other condition or circumstance outside of Harris' control, then (a) Harris shall not be in breach hereof or otherwise liable for any failure or inability to provide the iNovah Service as a result of such unavailability of any Third-Party Products; and (b) Harris may in its sole discretion modify, change or replace the applicable Third-Party Products and otherwise attempt to mitigate the impact of the such unavailability of Third-Party Products, including the right to revise the Fees, subject to the right to terminate set out in Section 6.3. If any of the terms and conditions of Harris' agreement with the service provider or licensor of any Third-Party Products are modified by such service provider or licensor, Harris may modify the terms and conditions of this Agreement effective immediately upon written notice to Organization, subject to the right of Organization to terminate set out in Section 6.7. 2.5 Reservation of Rights. Harris reserves all rights not expressly granted to Organization in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to Organization or any third party any intellectual property rights or other right, title, or interest in or to the Protected IP. 2020-12-21 iNovah Service Agreement ARTICLE III USE RESTRICTIONS 3.1 Use Restrictions. Organization shall not and shall not permit any other person to access or use the iNovah Service or the Documentation except as expressly permitted by this Agreement and, in the case of Third-Party Products listed in Schedule E, the applicable Third-Party Terms. For the purposes of clarity and without limiting the generality of the foregoing, Organization shall not, except as this Agreement expressly permits: (a) either directly or indirectly, and will not permit any Authorized User, to modify or create derivative works of the iNovah Service or Documentation, in whole or in part; (b) give away, rent, lease, lend, sell, re-sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the rights granted under this Agreement to access and use the iNovah Service or the Documentation; (c) remove any proprietary notices from the iNovah Service or Documentation, or use the iNovah Service or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law; (d) reverse engineer, decompile, translate or otherwise attempt to derive, or permit or help others to derive the source code relating to all or any part of the software components of the iNovah Service, or attempt to otherwise convert or alter the software components of the iNovah Service into human readable code, except to the extent applicable law expressly prohibits the foregoing restriction; (e) duplicate Documentation, except for Organization's internal use and so long as all required proprietary markings are retained on all duplicated copies; (f) use the iNovah Service other than in accordance with the Documentation, including but not limited to entering Organization Data other than through Harris APIs or Harris-provided User interface; (g) provide access to or use of the iNovah Service or the Documentation to any third party, other than duly authorized agents or employees of Organization authorized by this Agreement; (h) copy, frame or mirror any part or content of the iNovah Service; (i) access the iNovah Service in order to: (A) build a competitive product or service; (B) copy any features, functionality, database, table schemas, iNovah Service architecture, or graphics of the software components of the iNovah Service; or (C) allow access to any competitor of Harris; 0) bypass or breach any security device or protection used by the iNovah Service or Documentation or access or use the iNovah Service or Documentation other than by a User through the use of his or her own then valid access credentials; (k) transmit, upload, post, distribute, store or otherwise publish, through use of the iNovah Service, any data, material or information that: (A) contains a software virus, Trojan horse, worm or other harmful or deleterious computer code, files or programs that may adversely affect the iNovah 2020-12-21 iNovah Service Agreement Service, or that intercepts or misappropriates any data or information; (B) is threatening, defamatory, libelous, harassing, profane, is an invasion of privacy, offensive, obscene or harmful; (C) infringes or otherwise violates any patent, copyright, trademark, trade secret or other intellectual property or proprietary right of any third party; (D) violates any law, statute, ordinance or regulation; or (E) includes unsolicited bulk e-mails, advertisements or solicitations; (E) contains fraudulent offers for goods or services or any advertising or promotional materials that contain false, deceptive, or misleading statements, claims or representations; (1) violate or attempt to violate the security of the iNovah Service or that of any of its components or attempt to gain unauthorized access to any aspect of the iNovah Service, including, without limitation, (A) to probe, scan or test the vulnerability of a system or network connected to the iNovah Service, (B) to defeat authentication measures, or (C) to circumvent or alter any method of measuring or billing for the iNovah Service; (m) interfere with or disrupt iNovah Service or networks connected to iNovah Service or attempt to gain unauthorized access to the iNovah Service or such services or networks connected to the iNovah Service; (n) use the iNovah Service to store or transmit any material that is infringing, libelous, an invasion of privacy, obscene, offensive, harmful, illegal or would otherwise violate or infringe the rights of any third party; or (o) provide to any third party the results of using the iNovah Service for the purposes of monitoring its availability, performance, functionality, benchmarking or competitive analysis. ARTICLE IV FEES AND PAYMENT In consideration of receiving access to and use of the iNovah Service, Organization agrees to pay the iNovah Service Fees itemized in Schedule B, without setoff or deduction. If Organization elects to subscribe to the EBPP Platform, the EBPP Fees will be payable in accordance with Schedule B and the Service Order. The Fees are exclusive of taxes. Organization agrees to pay all foreign, federal, state, provincial, county or local income taxes, value added taxes, use, personal, property sales and any other taxes, tariff, duty or similar charges that may be levied by a taxing authority (excluding taxes on Harris's net income). ARTICLE V CONFIDENTIALITY 5.1 Confidentiality. The parties each acknowledge that each party may receive Confidential Information from the other party or otherwise in connection with this Agreement. Each of the parties agrees: (a) to maintain the Confidential Information of the other party in confidence and to take all reasonable steps, which shall be no less than those steps it takes to protect its own confidential and 2020-12-21 iNovah Service Agreement proprietary information, to protect the Confidential Information of the other party from unauthorized use, disclosure, copying or publication; (b) not to use the Confidential Information of the other party other than in the course of exercising its rights or performing its obligations under this Agreement; (c) not to disclose or release such Confidential Information except to the extent required by applicable law or during the courses of or in connection with any litigation, arbitration or other proceeding based upon or in connection with the subject matter of this Agreement, provided that the receiving party shall first give reasonable notice to the disclosing party prior to such disclosure so that the disclosing party may obtain a protective order or equivalent and provided that the receiving party shall comply with any such protective order or equivalent; and (d) not to disclose or release such Confidential Information to any third person without the prior written consent of the Organization, except for authorized employees or agents of the receiving party who have a need to know such information for the purpose of performance under this Agreement and exercising its rights under this Agreement, and who are bound by confidentiality obligations at least as protective of the disclosing party's Confidential Information as this Agreement. ARTICLE VI TERM, SUSPENSION, TERMINATION 6.1 Term. Unless terminated earlier in accordance with the terms hereof, this Agreement shall commence on the Effective Date and shall continue for a period of two (2) years from the Go-Live Date (the "Initial Term"). After the Initial Term, this Agreement shall be automatically renewed for successive one (1) year periods (each a "Renewal Term") subject to Harris' then-current price structure unless either party provides written notice to the other party of its intention to not renew within ninety (90) days of the end of the then current Term. The Initial Term and Renewal Term(s) shall collectively be referred to as the "Term". 6.2 Suspension. Notwithstanding anything to the contrary in this Agreement, Harris may temporarily suspend Organization's and any User's access to any portion of or to all of the iNovah Service if(a) Harris reasonably determines that (i) there is a threat or attack on any of the Protected IP; (ii) Organization's or any User's use of the Protected IP disrupts or poses a security risk to the Protected IP or to any other customer or vendor of Harris (whether knowingly or unknowingly); (iii) the Organization's use of the iNovah Service could subject Harris, its service providers or their respective affiliates to liability; (iv) Organization, or any User, is using the iNovah Service for fraudulent or illegal activities; (v) Organization or any User is in breach of this Agreement; or (vi) Harris' provision of the iNovah Service to Organization or any User is prohibited by applicable law; (b) any vendor of Harris has suspended or terminated Harris's access to or use of any Third-Party Products required to enable Organization to access the iNovah Service; or (c) in accordance with Section 6.4. Any suspension described in subclause (a), (b), or (c), is referred to as a "Service Suspension". Harris shall use commercially reasonable efforts to provide written notice of any Service Suspension to Organization and to provide updates regarding resumption of access to the iNovah Service following any Service Suspension. Harris shall use commercially reasonable efforts to resume providing access to the iNovah Service as soon as reasonably possible after the event giving rise to the Service Suspension is cured. Harris will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Organization or any User or Payer may incur as a result of a Service Suspension. Concurrently with a Service Suspension, Harris may deliver a Default Notice and terminate this Agreement in accordance with Section 6.3 below if the event giving rise to the Service Suspension is not cured. Organization remains 2020-12-21 iNovah Service Agreement responsible for all Fees incurred during a Service Suspension. 6.3 Termination for Material Breach. If either party is in material breach of any of its obligations or any provision under this Agreement, the other party must notify the breaching party in writing of such default (a "Default Notice"). Upon receipt of a Default Notice, the breaching party must correct the default at no additional cost to the other party within ninety (90) days, or issue a written notice of its own disputing the alleged default within thirty (30) days, of the date of receipt of a Default Notice. If the breaching party fails to correct the default within such ninety (90) day period, and did not issue a notice disputing the alleged default within such thirty (30) day period, the other party may terminate this Agreement upon written notice to the other party to that effect. 6.4 Termination for Failure to Pay. If Organization has failed to pay any amounts when due under this Agreement, and such failure has continued for ninety (90) days or more, Harris shall have the right to (a) suspend performance of the iNovah Service (including Organization access to the iNovah Service) until all amounts are paid in full; and/or (b) terminate this Agreement effective immediately upon written notice to Organization to that effect. 6.5 Termination for Breach of Confidentiality. Harris may terminate this Agreement effective immediately upon written notice to Organization if Organization has breached its obligations of confidentiality or any intellectual property right or proprietary right of Harris. 6.6 Termination for Insolvency. Either party may terminate this Agreement effective immediately upon written notice to the other party if the other party: (i) becomes insolvent; (ii) becomes the subject of any proceeding under any bankruptcy, insolvency or liquidation law, whether domestic or foreign, and whether voluntary or involuntary, which is not resolved favorably to the subject party within ninety (90) days of commencement thereof; or (iii) becomes subject to property seizure under court order, court injunction or other court order which has a material adverse effect on its ability to perform hereunder. 6.7 Third-Party Products. If any modification, change or replacement of the original Third-Party Products includes a material price increase with respect to the iNovah Service enabled by such Third- Party Products or impairs Organization's ability to utilize the iNovah Service in substantially the same manner as it was utilized prior to the modification, change or replacement, either party may terminate this Agreement by providing written notice to the other party at least ninety (90) days prior to the end of the then current Term.. 6.8 Termination if Required by Applicable Law. Harris may, upon written notice to Organization, terminate this Agreement effective immediately if required by applicable law. 6.9 Obligations Upon Termination. The parties agree to cooperate to ensure all Transactions have been completed prior to the termination date of this Agreement. Organization is responsible for payment of Fees incurred up to and including the date of termination. ARTICLE VII SUPPORT SERVICES 7.1 Support Services. Subject to the terms and conditions of this Agreement, Harris shall provide the Support Services in accordance with Schedule C. 7.2 Manner of Performance. Harris shall perform the Support Services in an efficient, competent and 2020-12-21 iNovah Service Agreement timely manner and exercise reasonable care, skill and diligence in the performance thereof. Harris shall determine in its sole discretion the manner and means by which the Support Services shall be performed, with due consideration of adequate knowledge transfer to Organization personnel. Harris will communicate openly with Organization in its methodology, manner and means. 7.3 Third-Party Products. Organization acknowledges and accepts that the iNovah Service is dependent on the service levels delivered by the service providers of the Third-Party Products, and as such the Support Services may be revised from time to time to reflect revisions to the service levels of such service providers. ARTICLE VIII PROFESSIONAL SERVICES 8.1 Professional Services. Subject to the terms and conditions of this Agreement, Harris shall provide the Professional Services to Organization in accordance with Schedule D. 8.2 Manner of Performance. Harris shall perform the Professional Services in an efficient, competent and timely manner and exercise reasonable care, skill and diligence in the performance thereof. Harris shall determine in its sole discretion the manner and means by which the Professional Services shall be performed. Harris will communicate openly with Organization in its methodology, manner and means. 8.2 Conduct on Organization's Premises. In the event that Harris is required to perform Professional Services on Organization's premises, any such Professional Services shall be performed with Organization's full co-operation and on the premises of Organization or, if agreed to by both parties, at an alternate location. Harris agrees that, while working on Organization's premises, each of its employees shall observe Organization's written rules and policies provided to Harris in advance relating to conduct thereon. ARTICLE IX ORGANIZATION OBLIGATIONS 9.1 Cooperation by Organization. Organization acknowledges that the success and timeliness related to access to the iNovah Service, including the Support Service, shall require the active participation and collaboration of Organization and its staff and agrees to act reasonably and co-operate fully with Harris as required. 9.2 Organization Equipment. Organization agrees that it shall be responsible, at its sole expense, for providing all Internet access, including but not limited to obtaining, installing and maintaining all equipment, hardware, network, Internet or direct telecommunications connections and software applications, including web browsers, at Organization's facilities required for access and use of the iNovah Service. Harris shall not be responsible for the operation of any Internet, network or other communication service. Organization further acknowledges that access to and the operation of iNovah Service requires Organization's and Payers' hardware to be of sufficient quality, condition and repair, and Organization agrees to maintain its applicable hardware in the appropriate quality, condition and repair at its sole cost and expense. These requirements may also be necessary in order to facilitate the achievement of completion of any Support Service. 2020-12-21 iNovah Service Agreement 9.3 Passwords. Organization agrees to comply with all security policies and procedures (whether of Harris or of Third-Party Products) applicable to the iNovah Service as made available to Organization and amended from time to time. Organization and its Payers shall be responsible for keeping secret and confidential any and all passwords and assigned user IDs. Organization agrees that it is and shall remain solely and completely liable for any communications or other uses that are made using Organization's or its Payers' passwords and user IDS, as well as any obligation that may result from such use. Organization agrees to notify Harris in writing if it believes that a password has been stolen or might otherwise be misused. Organization agrees to notify Harris immediately of any unauthorized use of any password or user ID or any other breach of security suspected by Organization. 9.4 Payers. Organization, not Harris, shall be responsible for creating and maintaining all Payer account information. Organization is responsible for: (a) the actions of Payers using the iNovah Service; (b) ensuring that Payers agree to any further terms and conditions as may be provided by Harris from time to time for Payers; and (c) informing Harris of any information about Payers' actions that may affect either the iNovah Service or the EBPP Platform, or third party data contained in or used by the iNovah Service, or Harris's ability to provide the iNovah Service as contemplated by this Agreement. 9.5 Compliance with Laws. Organization represents and warrants to Harris that it and its Payers will at all times be in compliance with all applicable local, state, provincial, federal and international laws including but not limited to those laws regarding Organization's, Users' and Payers' use of the iNovah Service and those laws regarding restrictions on exports, defamation, libel, harm to reputation, invasion of privacy, misuse or failure to protect personal information, violation of secrecy, confidentiality, unfair competition and other situations which could generate liability. Organization is solely responsible for ensuring that its configuration and use of the iNovah Service to store or process credit card data complies with applicable Payment Card Industry Data Security Standards ("PCI DSS") and The Fair and Accurate Credit Transactions Act ("FACTA") requirements and it shall not store credit card and social security data in the iNovah Service except in the designated encrypted fields for such data. Organization is solely responsible for re-validating the configuration settings used with the iNovah Service following the installation of any updates or upgrades prior to using such updates or upgrades. 9.6 Independent Contractors. Access to and use of the iNovah Service by independent contractors of Organization shall be considered authorized use under this Agreement so long as such independent contractors are bound by obligations of confidentiality at least as protective of Harris' Confidential Information, and terms and conditions at least as protective of Harris' rights in and to the iNovah Service, as the terms and conditions of this Agreement. Organization shall be responsible for(a) all of the actions of and (b) any misuse of the iNovah Service, by any independent contractor. 9.7 EBPP Platform. If Organization elects to subscribe to the EBPP Platform component of the iNovah Service, Organization acknowledges that the Third-Party Terms set out in Schedule E shall apply and that applicable Third-Party Terms, and not this Agreement, shall govern the payment processing through the EBPP Platform. Organization shall with be responsible to review such Third-Party Terms with reasonable frequency for revisions and to ensure compliance. 9.8 Organization Data Transmission. Organization and not Harris is responsible to ensure secure, timely and effective transmission of Organization Data to the iNovah Service. Breach of applicable laws which may result from transmission of Organization Data to the iNovah Service is the responsibility of Organization, and Harris does not assume any liability for such breach. 9.9 Organization Data Security. Organization acknowledges and agrees that use of or connection to the Internet is inherently insecure and provides opportunity for unauthorized access by a third party to 2020-12-21 iNovah Service Agreement Organization's and its Payers' computer systems, networks, as well as to the Third-Party Cloud and the EBPP Platform, and any and all information stored therein. Organization is solely responsible for ensuring that (i) Organization's computer systems are secure and protected from unwanted interference (such as "hackers" and viruses), (ii) all transmissions are screened for viruses or other harmful code prior to transmission to the iNovah Service; and (iii) Organization Data is encrypted and transmitted through secure SFTP, HTTPS, or other secure transmission protocol. NEITHER HARRIS NOR ITS SERVICE PROVIDERS (INCLUDING WITHOUT LIMITATION THE PROVIDERS OF THIRD-PARTY PRODUCTS) GUARANTEE THE PRIVACY, SECURITY, AUTHENTICITY, AND NON-CORRUPTION OF ANY INFORMATION TRANSMITTED OR STORED IN ANY SYSTEM CONNECTED TO THE INTERNET. HARRIS AND/OR ITS SERVICE PROVIDERS SHALL NOT BE RESPONSIBLE FOR ANY ADVERSE CONSEQUENCES WHATSOEVER OF ORGANIZATION'S OR ITS USERS' OR PAYERS' CONNECTION TO OR USE OF THE INTERNET, AND HARRIS AND/OR ITS SERVICE PROVIDERS SHALL NOT BE RESPONSIBLE FOR ANY USE BY ORGANIZATION OR ANY USER OR PAYER OF ORGANIZATION'S INTERNET CONNECTION IN VIOLATION OF ANY LAW, RULE OR REGULATION. FURTHER, HARRIS DISCLAIMS ALL LIABILITY FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY SERVICE PROVIDERS. ARTICLE X INTELLECTUAL PROPERTY INFRINGEMENT AND INDEMNITY 10.1 Infringement Claims. In the event there is a third party claim against Organization alleging that Organization's use of the iNovah ERM and/or the Software Interfaces (together, the "Harris IP", for the purposes of this Article X) in accordance with this Agreement constitutes an infringement of a Canadian or United States' patent, copyright, trade-mark or trade secret or other intellectual property that is valid and enforceable in Organization's jurisdiction, or if Harris reasonably believes that such a claim is likely, Harris may stop delivery of such portion of the Harris IP without liability for failure to deliver it. Harris will have the right, at its sole option, to obtain the right for Organization to continue use of the Harris IP, or to replace or modify the affected portion of the Harris IP so that it is no longer alleged or believed to infringe, provided that this can be done without significant loss of functionality. If neither of the foregoing options is available to Harris on commercially reasonable terms, Harris may terminate Organization's use of the iNovah Services, in which case Harris will refund to Organization that portion of the Fees paid but unused by Organization. Harris will provide Organization with reasonable written notice of such third-party claim. 10.2 Intellectual Property Indemnity (a) In the event there is a third party claim against Organization alleging that Organization's use of the Harris IP in accordance with this Agreement constitutes an infringement of a Canadian or United States patent, copyright, trade-mark or trade secret or other intellectual property that is valid and enforceable in Canada or the United States, Harris shall, at its expense, defend and indemnify Organization and pay any amounts finally awarded by a court of competent jurisdiction or agreed to in a settlement approved by Harris in advance, provided that: (i) Organization gives Harris prompt written notice of any such claim and full opportunity to defend the same; (ii) Organization has not made any admissions or entered into any settlement negotiations either prior to or after providing notice to Harris of the applicable claim except with Harris's prior written consent, (iii) Harris has sole control of the defense of any claim or proceeding and all negotiations for its compromise or settlement; and (iv) Organization assists and provides information to Harris throughout the action or proceeding. 2020-12-21 iNovah Service Agreement (b) Harris' liability for any claim under this Section 10.2 shall be reduced to the extent such claim arises from: (i) combination, integration or use of the Harris IP with software, or other services not approved by Harris where such claim would not have arisen but for such combination, integration or use; (ii) use of the Harris IP other than in compliance with this Agreement; or (iii) use of the Harris IP after notice from Harris that it should cease due to possible infringement. (c) Any breach by Organization of its covenants under this Section 10.2 shall nullify this indemnity but not the sole right of Harris to have full and complete authority of the defense to defend such claim or proceeding and of all negotiations related therewith and the settlement thereof. In the event that the Organization's use of the Harris IP is finally held to be infringing or Harris deems that it may be held to be infringing, Organization agrees that the only remedies available to it are as follows: (i) Harris, may at its election, procure for the Organization the right to continue use of the Harris IP; (ii) Harris may, at its election, modify or replace the Harris IP so that it becomes non-infringing; or (iii) Organization may terminate this Agreement on written notice to Harris if neither (i) or(ii) are acceptable to Organization. (d) The foregoing states Harris's entire liability, and the Organization's exclusive remedy, with respect to any claims of infringement of any copyright, patent, trade-mark, trade secret or other intellectual property and property interest rights relating to the Harris IP, or any part thereof or use thereof. (e) The indemnity provisions of this Section 10.2 shall not apply to any Third-Party Products and the Organization agrees to release Harris from any obligations related to such Third-Party Products. 10.3 THE RIGHTS AND REMEDIES PROVIDED IN THIS ARTICLE X CONSTITUTE HARRIS' ENTIRE OBLIGATION AND ORGANIZATION'S SOLE AND EXCLUSIVE REMEDIES CONCERNING INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT OR MISAPPROPRIATION BY THE iNOVAH SERVICE OR BY ANY OF ITS SOFTWARE PRODUCTS OR OTHER COMPONENTS. ARTICLE XI REPRESENTATIONS AND WARRANTIES 11.1 Harris Limited Warranty. Harris represents and warrants that the iNovah Service will conform in all material respects with the Documentation when accessed and used in accordance with the Documentation and the terms of this Agreement. The foregoing limited warranty will not apply if there has been modification, or use of the iNovah Service with software or hardware not provided or recommended by Harris. Organization's sole remedy in the event the iNovah Service does not conform to the foregoing limited warranty is for Harris to use commercially reasonable efforts to correct such non-conformance and Organization's right to terminate this Agreement in accordance with Section 6.3. Where applicable, Third-Party Products are provided as-is, without warranties of any kind. 11.2 Authority to Contract Warranty. Each party represents and warrants to the other that it has the full right and authority to enter into, execute, and perform its obligations under this Agreement and that no pending or threatened claim or litigation known to it would have a material adverse impact on its ability to perform its obligations under this Agreement. 11.3 Warranty Disclaimer. EXCEPT TO THE EXTENT SET OUT IN SECTION 11.1 ABOVE, ORGANIZATION ACCEPTS THE iNOVAH SERVICE, THE DOCUMENTATION, THE SUPPORT 2020-12-21 iNovah Service Agreement SERVICE AND THE PROFESSIONAL SERVICES "AS IS" AND AS AVAILABLE, WITH NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NONINFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR ANY IMPLIED WARRANTY ARISING FROM STATUTE, COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING: (A) NEITHER HARRIS NOR ITS SERVICE PROVIDERS, LICENSORS, OR SUPPLIERS (TOGETHER "SERVICE PROVIDERS" FOR THE PUROSES OF THIS ARTICLE XI REPRESENT OR WARRANT THAT THE iNOVAH SERVICE OR THE THIRD-PARTY PRODUCTS WILL PERFORM WITHOUT INTERRUPTION OR ERROR OR THAT ALL ERRORS OR DEFECTS CAN BE FOUND OR CORRECTED; (B) NEITHER HARRIS NOR ITS SERVICE PROVIDERS MAKES ANY WARRANTY OF ANY KIND THAT THE iNOVAH SERVICE WILL MEET ORGANIZATION'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM OR OTHER SERVICE, OR BE ACCURATE, COMPLETE, OR FREE OF HARMFUL CODE; AND (C) NEITHER HARRIS NOR ITS SERVICE PROVIDERS REPRESENT OR WARRANT THAT ANY ASPECT OF THE iNOVAH SERVICE OR THE THIRD-PARTY PRODUCTS IS SECURE FROM HACKING OR OTHER UNAUTHORIZED INTRUSION OR THAT ORGANIZATION DATA WILL REMAIN PRIVATE OR SECURE OR REMAIN UNALTERED. WITHOUT LIMITING THE FOREGOING, NEITHER HARRIS NOR ITS SERVICE PROVIDERS MAKE ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH REGARD TO PRODUCTS OR SERVICES FROM THIRD PARTIES (INCLUDING WITHOUT LIMITATION THE THIRD-PARTY PRODUCTS, THE HARDWARE, THE OPERATION OF THE INTERNET, NETWORK OR OTHER COMMUNICATION SERVICE) NOR ASSUMES ANY RESPONSIBILITY OR LIABILITY WITH RESPECT TO THE FOREGOING OR THE APPROPRIATENESS OF ORGANIZATION'S DATA MANAGEMENT SYSTEM OR THE ACCURACY OF DATA CONTAINED IN SUCH SYSTEM. NO AGREEMENTS VARYING OR EXTENDING ANY EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT SHALL BE BINDING ON EITHER PARTY UNLESS IN WRITING AND SIGNED BY AN AUTHORIZED SIGNING OFFICER OF HARRIS. ARTICLE XII LIMITATIONS ON LIABILITY TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, ORGANIZATION AGREES THAT THE ENTIRE LIABILITY OF HARRIS AND THAT OF ITS SERVICE PROVIDERS, LICENSORS, AND SUPPLIERS (TOGETHER "SERVICE PROVIDERS" FOR THE PUROSES OF THIS ARTICLE XI AND ORGANIZATION'S EXCLUSIVE REMEDY WITH RESPECT TO: (A) A FAILURE TO MEET THE SERVICE LEVEL TARGET IS AS SET OUT IN THE SCHEDULE C; AND (B) ANY OTHER ASPECT OF THE iNOVAH SERVICE, THE HARRIS ERM, THE SOFTWARE INTERFACES OR ANY OTHER RELATED SOFTWARE COMPONENTS, THE THIRD-PARTY PRODUCTS, THE SUPPORT SERVICE AND ANY OTHER PRODUCTS, MATERIALS, PROFESSIONAL SERVICES OR ANY OTHER SERVICE SUPPLIED BY HARRIS OR BY ITS AFFILIATES OR SERVICE PROVIDERS IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES FOR ANY CAUSE AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING FUNDAMENTAL BREACH OR NEGLIGENCE, SHALL BE LIMITED TO ACTUAL DIRECT AND PROVEN DAMAGES AND SHALL NOT, IN THE AGGREGATE EXCEED THE FOLLOWING: (A) IN THE CASE OF THE iNOVAH SERVICE, THE AGGREGATE AMOUNT OF THE MONTHLY SUBSCRIPTION FEES PAID 2020-12-21 iNovah Service Agreement TO HARRIS IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY; AND (B) IN THE CASE OF PROFESSIONAL SERVICES, THE TOTAL PROFESSIONAL SERVICES FEES PAID TO HARRIS PURSUANT TO THE STATEMENT OF WORK GIVING RISE TO THE LIABILITY. HARRIS ASSUMES NO LIABILITY FOR ACTS OR OMISSIONS OF ORGANIZATION OR ANY OTHER PERSON OR ENTITY, INCLUDING ANY CLEARING HOUSE ASSOCIATION OR PAYMENT PROCESSOR, ANY FUNDS TRANSFER SYSTEM, THE FEDERAL RESERVE BANK, OR ANY OTHER FINANCIAL INSTITUTION. ORGANIZATION FURTHER AGREES THAT IN NO EVENT SHALL HARRIS OR ITS SERVICE PROVIDERS BE LIABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING FUNDAMENTAL BREACH OR NEGLIGENCE, FOR ANY INDIRECT, PUNITIVE, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION FOR LOST PROFITS, LOSS OF REVENUE, FAILURE TO REALIZE ANTICIPATED SAVINGS, LOST OR DAMAGED DATA, LOSS OF GOODWILL, BUSINESS OPPORTUNITIES OR REPUTATION, OR ECONOMIC LOSS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGES, OR SUCH LOSSES OR DAMAGES ARE FORESEEABLE. ARTICLE XIII CHANGES Harris or its service providers, may, in their sole discretion, make changes or improvements to iNovah Service and the Documentation that are deemed necessary or useful to: (a) maintain or enhance: (i) the quality or delivery of iNovah Service to its customers; (ii) the competitive strength of or market for Harris's services; or (iii) the cost efficiency or performance of iNovah Service; or (b) to comply with applicable law. Without limiting the foregoing, either party may, at any time during the Term, request in writing additions or deletions of iNovah Service Products. The parties will cooperate in good faith to execute Change Orders in respect of requested changes, and will not unreasonably withhold review or approval of such proposed changes. If either party causes or requests a change in the allocation of the resources of Harris applied to a task, changes in completion schedules for individual tasks or for overall change implementation, and changes in staffing that require Harris to provide additional work hours, Harris may propose a change to cover the additional work effort required of it. Approval of any such proposed changes will not be unreasonably withheld (it being acknowledged that any such material changes may require modifications to the consideration paid, and timelines governing any associated Professional Service), and any disputes regarding changes shall be handled initially by discussions between the parties which will be convened in good faith by the parties to resolve any such matters in dispute. ARTICLE XIV OWNERSHIP 14.1 By Harris. Harris, its service providers, and licensors are and shall at all times remain the owner of all copyright, trademarks, trade secrets, patents and any other intellectual property rights in and to the iNovah Service, including the EBPP Platform, the Third-Party Cloud, and related documentation, materials, logos, names and other support materials provided pursuant to the terms of this Agreement. Organization shall acquire no right whatsoever to all or any part of the iNovah Service, or to its underlying software, except the limited right to access and use the iNovah Service in accordance with the terms of 2020-12-21 iNovah Service Agreement this Agreement and Harris and its licensors reserve all rights not expressly granted to Organization. Organization must fully reproduce any copyright or other notice marked on any part of the Documentation or other materials on all authorized copies and must not alter or remove any such copyright or other notice. Organization hereby grants to Harris: (i) a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the iNovah Service, and into its underlying software, any suggestions, ideas, enhancement requests, recommendations or other feedback provided by Organization relating to the operation of the iNovah Service; and (ii) an assignment of all right, title and interest in and to the Resultant Data, including all intellectual property rights relating thereto. 14.2 By Organization. As between Harris and Organization, all Organization Data will remain the sole and exclusive property of Organization. Organization is solely responsible for ensuring the accuracy, quality, integrity, reliability, appropriateness and right to view and use the Organization Data. Subject to the terms and conditions of this Agreement, Organization grants to Harris a world-wide, non-exclusive, royalty-free license to access the Organization Data for the purpose of performing the iNovah Service, the Support Service and the Professional Services. Access to the Organization Data shall only be by Harris' employees, Affiliates and subcontractors who may require access from time to time for the iNovah Service, the Support Service and the Professional Services. Except as specified in this Agreement, Harris may not access the Organization Data for any other purpose without the express written consent of Organization. Access to Organization Data by any outside party shall only be in accordance with the terms of this Agreement or where required by law. Organization grants to Harris a worldwide, perpetual, royalty-free license to create monthly audit reports in respect of the iNovah Service Fees and Organization-requested derivative works from the Organization Data use, including all reports, statistics or analyses created or derived therefrom. Additionally, Organization grants Harris the right to perform statistical analysis of the Organization Data to provide feedback to Organization concerning its use of the iNovah Service. ARTICLE XV ORGANIZATION DATA 15.1 Organization Data and Privacy Policy of Organization. Organization represents and warrants to Harris that: (a) Organization Data that is either provided to or acquired by Harris from Organization is either owned exclusively by Organization and/or that the Organization has full right and title to provide the Organization Data to Harris; (b) Organization Data that is either provided to or acquired by Harris is subject to a Organization privacy policy in effect as of the Effective Date and Payers have provided to Organization their written consent for its collection, use and storage by Harris and its third-party service providers in any jurisdiction in North America or such other express authorization as required by applicable laws; (c) Organization complies with all applicable privacy legislation as of the Effective Date in the performance of its obligations hereunder in respect of any Organization Data collected, used, transferred, created or disclosed pursuant to this Agreement; and (d) Organization will not provide Harris with data of any kind for which Harris either has no need or does not have the right to collect, use and store under the terms of this Agreement. 15.2 Business Contact Information. Harris' third party service providers and its affiliates, and their 2020-12-21 iNovah Service Agreement contractors and sub-processors, may, wherever they do business, store and otherwise process business contact information of Organization and its Users, being primarily name, business telephone, address, email, and User IDS for business dealings. Where notice to or consent by individuals is required by applicable law for such storage or processing, Organization will deliver the required notices and obtain the required consents. 15.3 Requests for Organization Data Pursuant to Applicable Laws. Both parties agree that the Organization Data may be subject to privacy laws providing for the owners of the Organization Data to review such Organization Data or to challenge the collection and storage of the Organization Data. Organization shall indemnify and reimburse Harris in relation to all reasonable fees and other disbursements paid by Harris to comply with such requests, whether by an individual or a government body, or to challenge such requests at either Harris's or Organization's request. Organization represents and warrants to Harris that as of the Effective Date no individual, government body or third party has requested a review of the Organization Data or challenged the collection and storage of the Organization Data to be stored by Organization through the iNovah Service. 15.4 Organization Indemnification. Organization is solely responsible for its Organization Data, its use, and its Payers' use, of iNovah Service in any way, and all legal liability arising out of or relating thereto. Organization shall defend, indemnify and hold Harris, it Affiliates and its third party service providers, if applicable, and each of their respective officers, directors, employees and agents (the "Indemnities") harmless from and against any and all losses, costs, damages and expenses (including reasonable attorney's fees) that the Indemnities may suffer in connection with any demands, claims, actions, suits or proceedings ("Losses") arising out of or in connection with (i) the use of the iNovah Service (which includes but not limited to any Third-Party Products) by Organization or its Payers; (ii) any breach by Organization or its Payers of this Agreement; or(iii) Organization Data, including but not limited to any third-party claims that the inclusion, use, reference, incorporation of or linking to any third-party materials of the Organization Data violates such third party's copyright and/or other intellectual property, privacy or other rights, or that such use is illegal. ARTICLE XVI GENERAL 16.1 Governing Law; Venue. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. This Agreement expressly exclude that body of law applicable to choice of law, the Uniform Commercial Code and the United Nations Convention on Contracts for the International Sale of Goods and any legislation implementing such Convention, if otherwise applicable. Any legal suit, action, or proceeding arising out of this Agreement will be instituted in the State courts of Florida, and each Party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding. Organization and Harris hereby waive, to the fullest extent permitted by applicable law, the right to trial by jury in any action, proceeding or counterclaim filed by any party, whether in contract, tort or otherwise, relating directly or indirectly to this Agreement or any acts or omissions of Harris in connection therewith or contemplated thereby. 16.2 Currency. Unless otherwise indicated, all dollar amounts referred to in this Agreement are in lawful money of the United States of America ("US Dollars"). 16.3 Disclosure. Organization authorizes Harris to disclose the fact that Organization is a 2020-12-21 iNovah Service Agreement Organization of Harris and uses the iNovah Service. 16.4 Third-Party Products. The iNovah Service is dependent on Third-Party Products and the associated governing terms and conditions, which may be revised from time to time. Organization acknowledges that such revisions may necessitate corresponding revisions to this Agreement. 16.5 Third-Party Product Support. The service providers of Third-Party Products(including the Third- Party Cloud and the EBPP Platform) may provide product and service support through personnel and resources in locations worldwide and through third-party suppliers. 16.6 Equitable Relief. Organization acknowledges and agrees that it would be difficult to compute the monetary loss to Harris arising from a breach or threatened breach of this Agreement by Organization and that, accordingly, Harris will be entitled to specific performance, injunctive or other equitable relief in addition to or instead of monetary damages in the event of a breach or threatened breach of this Agreement by Organization. 16.7 Force Majeure: No default, delay or failure to perform on the part of Harris shall be considered a breach of this Agreement where such default, delay or failure is due to a force majeure or to circumstances beyond its control. Such circumstances will include, without limitation, strikes, riots, civil disturbances, actions or inactions concerning government authorities, epidemics, war, terrorist acts, embargoes, severe weather, fire, earthquakes, floods, acts of any governmental body, acts of God or the public enemy or default of a common carrier, unavailability of Third-Party Products or other disasters or events. 16.8 Survival: Notwithstanding the expiry of the Term or termination of this Agreement, (i) the obligations and liabilities of the parties incurred or accrued prior to or at termination and all rights and recourses of a party in respect of such obligations and liabilities shall survive such expiry or termination and (ii) those provisions of this Agreement that expressly survive termination shall continue as provided for therein. 16.9 Entire Agreement. This Agreement is comprised of the attached Schedules and any applicable Change Orders, which together constitute the entire agreement between the parties with respect to the subject matter hereof. 16.10 Counterparts. This Agreement maybe executed in counterparts(whether by facsimile signature, PDF via email, or otherwise), each of which when so executed shall constitute an original and all of which together shall constitute one and the same instrument. 2020-12-21 iNovah Service Agreement [Executed effective as of the date signed by the Assistant City Manager below.] /[ACCEPTED AND AGREED:] City: N.Harris Computer Corporation: Valerie Washin ton By: Valerie Washington(Apr l ,202214:24CDT) By: Name: Valerie Washington Name: "SMCf ';UWAW--O- Title: Assistant City Manager Title: r,-_ cCLAN 6 VlL,. 9QZj%jjt Date: Apr 11,2022 Date: '3 (501'20VL CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including By: ensuring all performance and reporting Name: Kevin Gunn requirements. Title: Director, IT Solutions Department ..XIAI Approved as to Form and Legality: By: Mark Deboer(Apr 4,202213:03 CDT) Name: Mark Deboer Title: Assistant Director, IT Solutions Department By: dda�n� Name: Taylor Paris � ; F pR a Title: Assistant City Attorney City Secretary: "'y 0, °° 0 ' �� ~o o�� r �vo °_� Contract Authorization: .7G1`I`IG��G c1 C7000�GZGG o �� M C: N/A By: Jannette S.Goodall(Apr 11,2022 16:30 CDT) p0o .0*� ICY Title:Nam Acting C Senette S. ge tlary aa���EXA`- -:Z- , OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX Addendum Page 12 of 17 Schedule A Description of iNovah Service Hosted Electronic Bill Presentment and Payment (EBPP) Platform Services EBPP Service is a cloud-based Electronic Bill Presentment and Payment Platform that allows the Organization's Customers to make payments via multiple channels. (b) Definitions. The following terms shall have the meaning set out below; all other capitalized terms not otherwise defined in this Section shall have the meaning set forth elsewhere in this Agreement: 1. "Balance Reload"- Payment to reload a credit balance, rather than pay a bill. 2. "Bank Account" - Debits to a customer's Bank Account processed via the ACH network. 3. "Card Account" - Debits to a customer's Debit or Credit Card Account processed via the Card networks. 4. "Cash" - Payments through the MoneyGram Payment Channel. S. "Electronic Bill Presentment" -Online presentation of electronic copies of a customer's bill. 6. "Email Notifications" - Emails notifications sent to customer for system events. 7. "Funding Option" -The funding source(Bank, Card Account, Cash) for the payment. 8. "Interactive Voice Response" -Automated system where customers can make same day phone payments. 9. "Invoice Payments" - Payment of one or more invoices with a single payment transaction. 10. "Mobile Alerts" - Phone alerts sent to customers when bill is due. 11. "Mobile" - Mobile browser optimized versions of the Web Portal and Simple Web channels. 12. "MoneyGram" - Real time integration with MoneyGram to capture and process walk in cash payments. 13. "Originating Depository Financial Institution (ODFI)" -A participating Depository Financial Institution which is responsible for the origination of ACH transactions. 14. "One Time" -Same Day and/or Future Dated payments. 1S. "Payment Center" -Website where Reseller's Staff can schedule &manage payments and view bills. 16. "Payment Channels" -The method for how the payment is created or updated. 17. "Payment Types" -The structure for which a payment is made. 18. "Recurring" -A series of payments for fixed or variable amounts, on fixed or variable dates. 19. "Simple Agent" -Website where customer service representatives can seamlessly make same day payments. 20. "Simple Web" -Website where customers can make same day payments without needing to enroll. 21. "Skip-A-Pay" - Payment of a fee to skip a payment on an account. 22. "Web Portal" -Website where customers can enroll to schedule & manage payments and view bills. 2020-12-21 iNovah Service Agreement (c) Description of EBPP Services As part of this Agreement System Innovators will provide the Organization with EBPP Platform, Professional Services, and Support and Maintenance Services for the following EBPP Service. Services or Functionality not listed in the EBPP Services Table are not included as part of this service. Adding a Service or Functionality requires a Change Order. (a) EBPP Services Table EBPP Service and Description Assumption Functionality One (1) EBPP EBPP Sandbox environment used by the Sandbox Organization for testing, training, solution Access will be limited to Environment acceptance, and support. Organization resources. One (l) EBPP EBPP Production environment used by the Production Organization for collecting live payments from Environment the Organization's Customers Credit Account EBPP Platform will support Debit and Credit Credit Account processing will use Processing Card Account Processing the Organization's existing relationship with Chase. Bank Account EBPP Platform will support Debit from a Bank Account processing will use Processing Customer's Bank Account via the ACH Network the Organization's existing ODFI. Functionality that enables the Organization's Manual Web Customers to make a one-time payment by Payments manually entering information into an online form without creating a User Profile (i.e. As a Guest) in the EBPP platform. 2020-12-21 iNovah Service Agreement Functionality that enables the Organization's Customers to make a one-time payment to a verified Account without creating a User Profile (i.e. As a Guest) in the EBPP platform. Guest Users will have access to Guest Payments the following features: 1. Phone & Email Capture 2. Save Funding Source Option 3. Same Day& Future Dated Payments Functionality that enables the Organizations' Customers to create a User Profile (i.e. Enrolled) in the EBPP platform. Enrolled Users will have the ability to: Enrolled 1. One Time, Recurring,Scheduled, and Payments See Schedule B for Text Alert Fees Auto-Pay Payments 2. Payment History and Management 3. Funding Source Management 4. Alert Preferences 5. Text Alerts& Pay By Text Functionality that enables the Organization to use an iFrame within the Organization's website for the purpose of collecting Card Account or Bank Account Payment information. The Organization will have access to the following features. The Organization is responsible for the Hosted Pay Page development work required to Access 1. Hosted Pay Page REST API to complete integrate with the Hosted Pay Page transactions REST API. 2. One Time Payments Only 3. Email Confirmation 4. Text Confirmation (if the User is Enrolled) 2020-12-21 iNovah Service Agreement Functionality that enables the Organization's Users to assist or support the Organization's Customers with EBPP services. Designated Organization's Users can have access to the following: 1. View payments and payment lifecycle for all payment channels Agent- Payment 2 Create and manage customer accounts Center and funding sources 3. Create and manage customer payments, including refunds 4. Call center and front-office payment options 5. Role-based user access and administration 6. Access to online reporting Functionality that enables the Organization's Users to view and download reports for various EBPP services. Designated Organization's Users can have access to the following: 1. Dashboard covering key metrics 2. Standard Reports for: 1. Payments and Settlement On-Line 2. Enrollments Reporting- 3. Notifications No Custom Reports will be created as Payment Center 4. Card Expiration part of this Service 5. Audit Reporting 3. Ad-hoc report criteria available to retrieve data of interest 4. Summary reports contain dynamic interactive charts S. Drill-down function to access individual transaction detail 6. Downloading or exporting reports data in .pdf, .xls, & .csv formats 2020-12-21 iNovah Service Agreement SCHEDULE B iNovah Service Fees Prepared for City of Fort Worth ® SYSTEM MIVxWLW *0 Ecommerce Pricing Proposal The proposed pricing is valid for 90 Days. Assumptions: based 30% of 2020 transactions Average Card Transaction Size $1,174.00 Annual Card Volume $1,205,698.00 Annual Card Transaction Volume 1027 Average ACH Transaction Size $6,111.00 Annual ACH Volume $23,661,792.00 Annual ACH Transactions 3872 Fees Paid By Consumer Processing Fees Fee Fees Paid By City ro Pricing Structure Platform Only Gateway Fee Tiers (per transaction based on volume) Transaction Volume = 120,000 + $0.25 Transaction Volume = 80,001 - 120,000 $0.30 Transaction Volume =40,001 - 80,000 $0.40 Transaction Volume <= 40,000 $0.50 Chargeback Fee $15.00 ACH Non-Convenience Fee Settlement (Payments & Refunds $1.50 ACH Returns $7.50 luth Fee OrbiPay IVR Transaction Surcharge $0.30 s Fee Client Setup $10,000.00 Setup of Additional Divisions (after initial setup) $250.00 Monthly Subscription F Client Subscription for Payment Processing $250.00 Additional Client Divisions $125.00 2020-12-21 iNovah Service Agreement OrbiPay IVR Charge $250.00 Chatbot Channels $0 00 Monthly Minimum (inclusive of all monthly fees) $1,800.00 �er Ins Text Notifications (2500 included each month) $0.04 Custom Support& Development Fees Fee Custom Support or Development $175/Hour Proprietary and Confidential 3/15/2022 *Processing fees will be reviewed on an annual basis, and may be adjusted accordingly based on Organization's processing volume, annual rate adjustments by the card providers and/or issuing banks, and available MCC code discounts. Upon achieving the next threshold in pricing tier, all subsequent transactions will be at the new tier price level. It is the intent of this rate structure that as adoption and transaction volume increases,the transaction fees will be further reduced accordingly. **Monthly fees and other processing fees will be billed monthly on the first week of the month for the previous month's processing and transactions. 2020-12-21 iNovah Service Agreement Schedule C ECOMMERCE SUPPORT GUIDELINES HOSTED The purpose of this Schedule C is to describe the Support Services and Service Levels provided by System Innovators. System Innovators reserves the right to make modifications to this document as required; provided, System Innovators shall not reduce the scope of support provided hereunder without the prior consent of the Organization. Part 1: Definitions The following terms shall have the meaning set out below; all other capitalized terms not otherwise defined in this Section shall have the meaning set forth elsewhere in this Agreement: (a) "Agreement" means the INovah Services Agreement. (b) "Available"has the meaning given to it by Part 3 of this Schedule C. (c) "Business Day(s)" has the meaning given to it by Part 2 Section 10.3 of this Schedule C. (d) 'Business Hour" has the meaning given to it by Part 2 Section 10.2 of this Schedule C. (e) "Change Request" is a request to modify the iNovah Service to operate in a manner that is different from Documentation, including new features, functionality, user experience or cosmetic appearance (f) "Customer Cause" means any of the following causes of an Error: (i) any negligent or improper use, misapplication, misuse or abuse of, or damage to, the Harris Systems by Organization or its Representatives; (ii) any maintenance, update, improvement or other modification to or alteration of the INovah Service by Organization or its Representatives; 2020-12-21 INovah Service Agreement (iii) any use of the iNovah Service by Organization or its Representatives in a manner inconsistent with the then-current Documentation; (v) any use by Organization or its Representatives of any products or services that Harris has not provided or caused to be provided to Organization; (vi) delay or failure of performance by Organization of its obligations under the Agreement; or (vii) any use by Organization of a non-current version or release of the iNovah Service, notwithstanding notice from Harris that updates, fixes or patches are required; (viii) or any act or omission by Organization or any Authorized User/access to or use of the iNovah Service by Organization or any Authorized User, or using Organization's or an Authorized User's access credentials, that does not strictly comply with the Agreement and the Documentation. For clarity, if any of the foregoing is authorized by Harris in writing, it will not be considered a"Customer Cause". (g) "Customer Systems" means Organization's information technology infrastructure, including Organization's computers, software, databases, electronic systems (including database management systems), and networks. (h) "Designated Support Contacts" has the meaning set forth in Part 2 Section 7.2 (i) "Exceptions"has the meaning given to it by Part 3 this Schedule C. (j) "Issue" means any reproducible failure of the iNovah Service to operate in all material respects in accordance with the Documentation, including any problem, failure, error or defect (k) "Level 1 Support" means (i) the identification, diagnosis and correction of Issues by Harris help desk technicians by telephone or e-mail communications with a Designated Representative following submission of a Support Request; and/or(11) referral to technical information on the Harris Site for proper use of the iNovah Service. (1) "Level 2 Support" means, where Issues are not Resolved by Level 1 Support, the escalation to second line support for the identification, diagnosis and correction of Issues through a Designated Representative by telephone or e-mail or through Remote Services or otherwise, as the parties may agree. (m) "Level 3 Support" means, where Issues are not Resolved by Level 2 Support, the escalation to third line support for the identification, diagnosis and correction of Issues through a Designated Representative by telephone or e-mail or through Remote Services or otherwise, as the parties may agree. 2020-12-21 iNovah Service Agreement (n) "Out-of-Scope Services" has the meaning given to it by Part 2 Section 4. (o) "Production System Down" means the iNovah Service is substantially inoperable and inaccessible by more than one of the Organization's End Users, or the iNovah Service hangs indefinitely. (p) "Remote Access Software" has the meaning set forth in Part 2 Section 6. (q) "Remote Services" has the meaning set forth in Part 2 Section 6. (r) "Resolve" and the correlative terms, "Resolved", "Resolving" and "Resolution" with respect to any particular Support Request, that Harris has corrected the Issue that prompted that Support Request. (s) "Service Availability Requirement" has the meaning given to it by Part 3 of this Schedule C. (t) "Service Period" has the meaning given to it in Part 3 of this Schedule C. (v) "Severity V has the meaning set forth in Part 2 Section 9. (w) "Severity 2" has the meaning set forth in Part 2 Section 9. (x) "Severity 3" has the meaning set forth in Part 2 Section 9. (y) "Severity 4" has the meaning set forth in Part 2 Section 9. (z) "Support Hours" means those hours between 8:00 AM and 8:00 PM Eastern Time on Business Days. (aa) "Support Request" has the meaning given to it in Part 2: Section 1.2. (bb) "Support Services" means Harris's Level 1, Level 3, and Level 3 Support, but excludes the support of- (i) Implementation Services; (ii)Professional Services; and/or (iii) Out-of-Scope Services. (cc) "Ticket Service Levels" means the defined severity levels and corresponding required service level responses, response times, and Resolutions set forth in Part 2 Section 10. 2020-12-21 iNovah Service Agreement Part 2: Description of Support Services 1.1 Support Request Flow System Innovators Standard Support Request Flow F � h U No Ja N M 6 N N as Q Pa New Fnc[ionNy t/l 1.2 Support Request Process (a) To initiate a Support Request, the Organization is required to notify Harris Organization Services of a support request by (i) Phoning support, by sending an email, or by raising a support request via the Client Services Ticket Portal (https://supj2ort.systeminnovators.com) 2020-12-21 iNovah Service Agreement (ii) In all case the Organization will receive a support ticket reference number for tracking the progress of the support request. (b) All Organization support requests must include at a minimum: organization name, contact person, software product and version, module and/or menu selection, nature of issue, detailed description of the question or issue and any other information believed to be pertinent. (c) Support request created via the Client Services Ticketing Portal will be issued a ticket number upon creation. (d) Phoned or emailed requests will be logged into the support tracking system by a support analyst. The Organization will receive a ticket number for issue tracking that can be monitored, updated, or closed via the Client Services Ticketing Portal (e) The ticket will be placed to a ticket queue. It will be actioned by the next available support analyst based on the Ticket Severity and Ticket Age. (i) Harris encourages the Organization to contact Client Services by phone for Urgent/Severity 1 issues. (f) While the support analyst investigates the issue, the Organization may be contacted for additional information, advised of issue status, or to perform a course of action for resolution. (g) In the event the support request uncovers a product Defect, the support analyst will log the issue in Harris Development Tracking System. A secondary tracking number called a "Defect Number" will be created and linked to the support request. The ticket will be placed in a deferred state until the defect has resolved as part a future software maintenance release. The resolution is dependent on the nature and complexity of the defect. (h) Should the support request uncover new product Feature or Functionality, the support analyst will log the issue in Harris Development Tracking System. A "Change Request Number"will be created and linked to the support request. The ticket will be placed in a deferred state until the iNovah Product Team makes decision to move forward with the new feature or functionality. The Organization may be charged for new feature or functionality requests; this requires written authorization from the Organization through a mutually executed agreement or an Organization issued Purchase Order. (i) The current status for all tickets can be viewed in the Client Services Ticket Portal, or by phoning or emailing the support department. 2. Standard Support Service and Activities The Support Services listed below are included as part of annual software support and maintenance: 2020-12-21 iNovah Service Agreement (a) Access to the Client Services Ticket Portal (https://sUport.systeminnovators.com/) (i) Unlimited number of Users for ticket creation, monitoring, and updates (b) Phone support via 800 toll free number(800-963-5000) (c) Email support (clientservices@systeminnovators.com) (d) Technical troubleshooting and issue resolution (e) Limited training consultation (15 minute guideline) (f) State and/or Federal mandated changes (charges may apply) (g) Periodic software maintenance updates that incorporate new generally available product features/functionality, and/or resolve reported product defects (h) Access to Harris Collaboration system "innoverse" (ht!ps://innoverse.systeminnoN,ators.com/) (i) One User Account per Organization (i) Product and software release notes and system requirements documentation (j) Generally available product manuals and training guides (k) Technical document including the following: (i) How to, Troubleshooting, and Technical Knowledge Base Articles (ii) Product documentation (iii) Technical Recording (1) Peripheral device support; drivers, firmware (m)New software release notifications (d) 3. Additional Support Services and Activities The Additional Support Services listed below are not included as part of Monthly Subscription Fees. These services can be purchased by the Organization as Additional Services; this requires written authorization from the Organization through a mutually executed agreement or an Organization-issued Purchase Order (a) State and/or Federal mandated changes 2020-12-21 iNovah Service Agreement (b) Scheduled assistance special projects (c) Design review for potential software enhancements or custom modifications (d) Extended Administrative or End User Training (e) Custom software modifications including: (i) File imports and exports (h) Bills/scanlines/barcodes (iii) Application customizations (iv) Reversal of customizations (v) Form creation or re-design (f) iNovah Public API consulting (g) Custom report development (h) On-site troubleshooting (i) Attendance to the annual Harris Technical Training Conference 4. Out of Scope Services and Activities The following services listed below are not included as part of annual software support and maintenance. (a) Modification to Source or Host system interfaces (b) Setup of peripheral devices; printers, scanners, barcode readers, imagers, cash drawers (c) Operating system installation/upgrades of Organization's workstations (e) Reconfiguration of hardware, fileservers, and virtual environments (f) Hardware system upgrades (g) Third party software upgrades 5. Third Party Support 2020-12-21 iNovah Service Agreement The following section defines the standard support services for third party software (if applicable) that are included as part of Monthly Subscription Fees. This section serves as a guideline but is superseded by any existing third party or other agreement. (a) 800 telephone support—"First Level" support for basic technical troubleshooting. Complex issues that require Level 2 support(or higher)will be escalated to the third party for support. (b) Updating system to support new versions of licensed applications (c) Limited training questions (15-minute guideline) 6. Remote Support Services Harris may provide Support Services to the Organization remotely, including by means of telephone or internet telephony, or over the internet through the use of Remote Access Software ("Remote Support Services") to assist in maintaining the systems and analyzing and Resolving any Error reported by a Support Request during the Support Period. The Organization shall give Harris permission to use remote access software necessary for Harris to provide the Remote Support Services to the Organization ("Remote Access Software"). The Remote Access Software contains technological measures designed to collect and transmit to Harris certain diagnostic, technical, usage and related information relating to or derived from C use of the iNovah Service and Third-Party Products and Services. The parties acknowledge and agree that Harris and its agents, Affiliates or subcontractors may collect, maintain, process and use: (a) only such information as is necessary to assist in analyzing and Resolving a Support Request; and (b) use such information solely to provide the Support Services in accordance with the terms and conditions of this SLA and the Agreement; Harris shall treat any information it collects, maintains, processes or uses under this Schedule C as the Organization's Confidential Information. 7. Organization's Responsibilities 7.1 Organization Support. The Organization, at the Organization's sole expense, shall; (a) Provide Harris such assistance, information, services and facilities as may be reasonably requested by Harris to perform the support and maintenance services (b) Provide Harris with access to at least one named technical contact who is familiar with the technology, operations, and functionality of the Organization's systems and the iNovah ERM or iNovah eCommerce applications; 2020-12-21 iNovah Service Agreement (c) And, where appropriate, help secure the assistance of any person whose relationship with the Organization may be contributing to error. 7.2 Organization Designated Support Contacts. The Organization will assign two (2) named resources, a primary and a backup, to be the Designated Support contacts responsible for: (a) Assisting with the support relationship between Harris and the Organization (b)Initiating and managing the priority case handling process (c) Distributing proactive notifications to the Organization's end users (as applicable) (d) Ensuring appropriate follow up and feedback from the Organization's end user (e) Ensuring that a communication link is operational for remote troubleshooting purposes; direct internet, virtual private network (VPN), remote access server (RAS) S. Ticket Severity Level Classification, Target Response and Resolution Times 8.1 Classification. All Tickets (i.e. support requests)will be assigned an appropriate Severity Level based on the Definitions outlined in section 9— Severity Level Definition. n the appropriate severity level. In the event that Harris determines from time to time that a severity level with respect to a specific error should be reclassified, Harris will discuss such reclassification and the rationale behind it with the Organization and, if the parties mutually agree that the severity level should be reclassified, the parties may do so. Either party shall be entitled at any time to escalate any good faith dispute that it may have about the severity level classification of a support issue, pursuant to the Escalation Processes set forth in Section 8.4 below. 8.2 Response Times. Harris will use commercially reasonable efforts to respond by telephone, email, or through the support portal to a reported issue within the timeframes set forth in the Response Time column in Section 10.1 below that corresponds to the assigned severity level 8.3 Resolution Times. Harris will use commercially reasonable efforts to provide a resolution (via remote support, workaround, patch or other forms determined by Harris)to a reported Ticket within the timeframe set forth in the Resolution Time column in Section 10.1 below that corresponds to the assigned severity level. 8.4 Support Request Escalation Process. This escalation process was implemented to ensure that the Organization's issues are handled in an efficient and timely manner. If at any time you are not completely satisfied with the handling of the support request, escalate with the support department as follows: (a) Contact the Support Analyst Assigned to the issue (b) Contact the Manager of Customer Support 2020-12-21 iNovah Service Agreement (c) Contact the Vice President of Operations (d) Contact the Executive Vice President of Harris 9. Severity Level Definitions Severity Definition Levels The total unavailability of the production application, or a repeatable malfunction within the production application causing impact to business operation if not promptly restored. • Production System Down Severity 1 a Inability to process payments • Program errors without workarounds • Incorrect calculation errors impacting a majority of records • Aborted postings or error messages preventing data integration and update • Performance issues of severe nature impacting critical processes Reproducible issues that affect the functioning of components within the application, or data inconsistencies with no work around available. • Calculation errors impacting a minority of records Severity 2 • Report calculation issues • Printer related issues(related to iNovah software and not the printer hardware) • User Security/Permission issues • Workstation connectivity issues(Workstation specific) 2020-12-21 iNovah Service Agreement Reproducible or intermittent Issues that affect the functioning of components within the application, or data inconsistencies. Workaround available. Severity 3 a Usability issues • Performance issues not impacting critical processes • Report formatting issues • Training questions, how to, or implementing new processes • Recommendations for enhancements on system changes Requests for information, assistance on application capabilities, and other requests that do not fit the criteria for Severity 1, Severity2, or Severity 3. Severity 4 Questions about documentation • Requests for documentation or information • Questions about products • Aesthetic issues 10. Ticket Service Levels Harris agrees to use commercially reasonable effort to respond to, correct, or resolve reported tickets as described below: 10.1 Response Time/Resolution Times Severity Target Response Target Resolution Time Levels Time Severity 1 1-4 Business Hours 1 Business Day Severity 2 1 Business Day 3 Business Days Severity 3 2 -3 Business Days 7 Business Days Severity 4 5- 10 Business Days 10 Business Days or as planned via software maintenance release 10.2 Business Hour Definition. The time period between 8:00 a.m. to 8:00 p.m. Eastern Time on a Business Day. 2020-12-21 iNovah Service Agreement 10.3 Business Day Definition. Monday through Friday, excluding the following: (a) Published holidays. (i)New Year's Day (ii) President's Day (Observed) (iii) Memorial Day (Observed) (iv) 4th of July (Observed) (v) Labor Day (vi) Columbus Day (Observed)* (vii) Thanksgiving Day (viii) Day after Thanksgiving* (ix) Thanksgiving Day (x) Christmas Eve (Observed)* (xi) Christmas Day (Observed) (b)Natural disasters, and/or other exceptional unplanned events Part 3: Availability Requirement Subject to the terms and conditions of this Agreement, Harris will use commercially reasonable efforts to make the iNovah Service Available at least ninety-nine percent(99%) of the time in any given calendar month as measured over the course of the total number of days in each calendar month during the Term(each such calendar month, a "Service Period"), excluding un-Availability as a result of any of the Exceptions described below in Section 11 (the "Service Availability Requirement"). "Service Level Failure" means a material failure of the iNovah Service to meet the Availability Requirement. "Available" means the iNovah Service delivered pursuant to this Agreement are available for access and use by the Organization and its Authorized Users in a production environment. 2020-12-21 iNovah Service Agreement For the purposes of calculating the Availability Requirement, the events outlined in Section 11.3 below are "Exceptions" to the Availability Requirement, and neither the iNovah Service will be considered un-Available nor any Service Level Failure be deemed to occur in connection with any failure to meet the Availability Requirement or impaired ability of the Organization or its Authorized Users to access or use the iNovah Service that is due, in whole or in part, to any of the listed Exceptions. (1) Scheduled Downtime. Harris performs scheduled maintenance activities over the weekend on Saturdays and/or Sundays. Harris will use commercially reasonable efforts to: (a) Scheduled downtime for routine maintenance between the hours of 8:00 p.m. and 8:00 a.m. Eastern Time on Business Days and anytime during non-Business Days for the production environment; and (b) For any other scheduled maintenance downtimes during weekends, Harris will notify the Organization I week in advance. (c) For any unscheduled maintenance that needs to be performed to resolve critical issues etc. that cannot wait till the weekend, Harris will endeavor to notify the Organization's Designated Support Contracts in the event of the emergency downtime maintenance. (2) Exceptions. Each of the following are exceptions to the Service Level Target(each, an "Exempt Event") and the iNovah Service will not be considered un-Available as a result. (a) Regularly scheduled maintenance (b)maintenance scheduled mutually by Harris and its customers, (c) Organization's Content or application programming, (d) Acts or omissions of the Organization or End Users, (c) Failures of equipment, software or facilities provided by the Organization (f) Delays or failures due to circumstances beyond Harris' reasonable control (g) Any outage, Internet or other network unavailability or downtime outside Harris' network or that of the Third-Party Cloud or EBPP Platform (3) Application Response Time. Application Response Time is the time between the Organization's authorized End User's request reaching Harris' server, or a response of the same leaving Harris' server. The average Application Response Time will be less than or equal to 5 seconds. (4) Remedy. In the event that Harris fails to meet the Service Level Target in any three (3) consecutive calendar months, then, the Organization's sole and exclusive remedy is to terminate 2020-12-21 iNovah Service Agreement this Agreement on written notice to Harris, provided such notice is given no later than 30 days after the end of the third of such consecutive calendar months. Part 4: Support Service Levels The Support Service Levels are as set out in the table below: Support Service Level # Name Support Service Level SLA 1.0 iNovah Services Availability 99.0% SLA 2.0 iNovah Services Recovery Time <= 24 Objective (RTO) hours iNovah Services Recovery Point SLA 3.0 <=4 hours Objective (RPO) Calculations of Service Availability requirements are as follows: Name Definition Calculation Frequency a — b — C Availability _ a _ x 100 SLA 1.0- Percentage of Where: iNovah time the iNovah Monthly Service Hosting Service is a = Total minutes in the month Availability available. b = Total minutes of planned maintenance in the month c= Total minutes of unplanned service outages in the month 2020-12-21 iNovah Service Agreement The amount of time SLA 2.0- it takes from initial Recovery disaster declaration Per Disaster Per SLA 2.0 above Time to having critical Event Objective business processes available to users. The amount of data SLA 3.0- loss (measured in hours)that is Recovery Per Disaster Point deemed Per SLA 3.0 above Event acceptable, in the Objective event of a disaster- failover scenario. 2020-12-21 iNovah Service Agreement Schedule D Statement of Work EBPP PROFESSIONAL SERVICES STATEMENT OF WORK SUMMARY The Organization has requested the following professional services to implement iNovah' Ecommerce for accepting online payments for invoices within the PeopleSoft AR system, Hosted Pay Page for Development Services, and ability to add Miscellaneous payments. System Innovators will use its extensive cashiering experience, Customer knowledge and industry expertise to facilitate the implementation and delivery of software and services for the Organization as defined within this SOW. System Innovators will work closely with the Organization to manage the SOW and ensure success of the overall project. The Services described in this SOW are based on a list of documented assumptions which have a direct correlation to project scope and duration. Changes to project scope and/or duration effectively alter this SOW and will be processed in accordance with the Project Change Control ("PCR") procedure as described herein. PROJECT SCOPE System Innovators will provide project management,consulting, configuration, development,training, and go- live support services as defined in Schedule A- Description of Services. The following table represents a summary of the Software and Services"(Project Scope)"to be delivered by System Innovators as part of this SOW. PROJECT DELIVERABLES System Innovators will provide the following services: Phase Deliverable Description Initiate Project Kick-Off Initial meeting to introduce project team members,objectives,and next steps Analyze and Assessment Workshop A series of discovery meetings to identify business requirements Design iNovah Business Requirements Documented requirements for iNovah EBPP configuration; including Document(BRD) integration elements per scope 1 iNovah EBPP Sandbox Configure iNovah EBPP Sandbox Environment per documented Environment requirements Merchant Setup Not Applicable—Customer will use existing Merchant Accounts or work directly with Chase to issue Merchant Account iNovah Project Plan Final iNovah Project plan Develop iNovah-EBBP Integration Modify iNovah Integrations as required for EBPP implementation per requirements 1 2020-12-21 iNovah Service Agreement Phase Deliverable Description Deploy iNovah End-User Training Delivery of end-user training for iNovah users and organization's trainer using a train-the-trainer approach iNovah EBPP Production Configure iNovah EBPP Production Environment per documented and Environment accepted requirements. Transition Production Support Delivery of 2 Days of production support at iNovah EBPP Production go- live 1 Applicable when leveraging existing iNovah ERM Integrations with iNovah EBPP Services for presenting real- time account information. Interface modifications are limited to existing integration fields and functionality. Adding new fields, or web service calls, or functionality is out of scope and will require a Change Order. TIMELINE System Innovators will work closely with the Organization to manage the SOW and ensure success of the overall project. System Innovators expects the planning, design, development, testing,training, and go-live phases to take approximately 180 days based on the following assumptions and the use of best practices established through similar implementations. The timeline below illustrates the initial platform setup with a single department. This will change when multiple departments are in scope.The actual timeline will be captured in the final project plan. ACtiVity. Week 1 2 3 9 5 6 7 8 9 10 11 12 13 14 15 16 17 IS 19 20 21 22 23 24 Kick-oft And Planning Assessment Workshop Merchant setup BRo Requirement Sign-off iNnvah Sandhov Setup Integration Development User Acceptance Testing System Acceptance End User Training Production Cutover iNovah EBPP Go-Live Post Go-Live Support PROJECT ASSUMPTIONS The following assumptions have been made for this project: 1. The following Organization resources will be available to work on this project: 2020-12-21 iNovah Service Agreement a. Executive sponsor b. Project Manager—minimum of 50%of time allocated to iNovah project c. Payment processing subject matter expert d. Host system subject matter expert e. Network administrator 2. When onsite services are provided a. System Innovators staff will be provided with workspace for up to two people when performing onsite services. b. The workspace will be equipped with a connection and access rights to the Organization's network. 3. The Organization will provide the services described in this SOW in a timely fashion to allow System Innovators to meet agreed upon schedules. 4. The Organization is responsible for working with the Organization's Staff and/or the Organization's Vendor to provide System innovators the latest versions of technical documentation/specifications,testing material, and resources. MERCHANT ACCOUNT CREATION REQUIREMENTS N/A—Merchant Account (MID)will be provided by the Customer. No new MID's will be set up by System Innovators to support the scope of services to be provided. PROJECT PHASE ACTIVITIES System Innovators' and the Organization will be responsible for completing the following activities. Activity Service Responsibility All Phases System Organization Shared Innovators Overall Project Management X Overall Change Management X Managing all System Innovators personnel assigned to the project X Managing all Organization's personnel assigned to the project X Managing Organization's Vendor resources;including escalation X Coordinating schedule changes with the System Innovators project manager X Managing the project schedule and reporting variances X Managing the activities assigned to the Organization in this SOW X Coordinating and participating in project related calls and meetings X Providing weekly progress reports to the Organization's Project Manager X Reviewing and providing feedback on weekly progress reports X X Managing the activities assigned to the Organization in this SOW X Coordinating delivery of all Hardware and Software X 2020-12-21 iNovah Service Agreement Activity Service Responsibility Computer network connectivity between all personal computers,servers and other X computers where interfaced applications reside Initiate Phase System Organization Shared Innovators Finalize System Innovators resource plan and deploy resources X Finalize the Organization's resource plan and deploy resources X Coordinate the project kick-off meeting X Define project governance structure and align implementation methodology X Share Organization's Project Plan, if applicable. (i.e. iNovah rollout in conjunction with X EPR deployment) Create the Project Plan X Develop and publish Assessment Agenda X Conduct Kick-off Meeting X Schedule resources and manage logistics for Assessment Workshop discussions per X agreed upon schedule Analyze&Design Phase System Organization Shared Innovators Lead workshops to gather design decisions X Ensure appropriate representation from the Organization in workshops X Make key design decision around process and configuration X Coordinating delivery of all software with the Organization X Provide business process requirements X Document interface requirements(if applicable) X Create Business Requirements Document(BRD) X Review and Approve BRD X Review and complete Merchant Setup Forms X Provide a minimum of two(2) New Account Opening Identification Documents X Provide SSL Certificates for DMZ Server in .pfx or.crt format X Finalize the Project Plan based on scope X Develop Phase System organization Shared Innovators Install iNovah EBPP Listening API service in DMZ X Install iNovah EBPP Configuration Application on Application Server X Install iNovah EBPP Processing Service on Application Server X Create Sandbox Environment based on BRD X Modify existing iNovah integrations to present applicable account details(per scope) X Modify existing iNovah integrations to support posting payment information to the X Organization's accounts(per scope) Deliver iNovah ERM build with modified integration components(per scope) X Install iNovah ERM build in Organizations environment X Test Phase System Organization Shared Innovators 2020-12-21 iNovah Service Agreement Activity Service Responsibility Work with the Organization during acceptance testing X Verify that Software is properly installed at the organization's facility and ready for X acceptance testing Unit Test iNovah integrations that were modified as part of scope X Perform unit tests on the delivered version of iNovah to ensure that the system X performs standard functions as expected and meets all requirements included in the Integration specifications Coordinate testing activities with the Organization's personnel and third party X contractors/vendors Create the Acceptance Test Plan X Perform all tests documented in the Acceptance Test Plan X Assist the Organization in performing the Acceptance Test Plan X Document and manage any deficiencies found during acceptance testing X Maintain issues list for all iNovah defects reported during the testing phase X Review the results of acceptance testing and correct documented deficiencies X Retest corrected defects X Acceptance of delivery of iNovah X Deploy Phase System Organization Shared Innovators Create Production Environment based on BRD and Accepted Sandbox X Coordinating training activities with the Organization's personnel,third party X contractors Train-the-Trainer or End User Training X Provide All training materials and documentation on electronic media X Any required iNovah peripheral hardware for training classes X Update the Integration specifications to reflect modifications to requirements and/or X configurations Finalize the production roll out schedule X Assist the Organization in troubleshooting installation problems related to installing X iNovah in production environment Establish production user names and passwords X Ensure that all staff members are appropriately trained X Verify acceptance of first production transaction X Assist with any support or retraining issues that arise X Assist the Organization in monitoring the performance of iNovah and identifying any X deficiencies Transition Phase System Organization Shared Innovators Transition project to System Innovators Client Services Team X Document any problems that occur and provide information on any deficiencies in X iNovah to System Innovators Client Services Conduct Lessons Learned and Project Closeout Activities X 2020-12-21 iNovah Service Agreement PROJECT GOVERNANCE Adhering to a formal project management structure is an essential component of a successful implementation, with reciprocal communication being the most fundamental element of the governance process. System Innovators recommends a Project Structure that empowers the Core Project Team with the responsibility of conducting daily project operations, allows Executive Sponsors the ability to monitor overall project progress through scheduled reviews,as well, as providing a resolution path for impasses or decisions that have the potential to affect the implementation timeline and/or scope. Steering Committee The Steering Committee is the top escalation point for the project and performs the following functions: • Provides a controlling mechanism for overall project progress and Change Orders • Meets during project kick-off and at defined intervals during Implementation Members include: • The Organization's Executive Sponsors • Executive Sponsors at System Innovators • Project Managers (as needed) Sponsor Level The person or persons responsible for the contract side on the Organization side performs the following functions: • Owns the project Change Order process • Manages any contract aspect of the project Members include: • System Innovators Vice President of Operations or Vice President of Sales • Responsible Commercial/Relationship owner at the Organization Core Project Team System Innovators and the Organization's Project Teams are responsible for successfully delivering the project per the SOW and perform the following functions: • Participates in all project phases • Ensures that the delivered solution meets internal stakeholder expectations • Responsible for communication and expectation management with project stakeholders Members include: 2020-12-21 iNovah Service Agreement • Full program and delivery teams PROJECT STATUS REPORTING System Innovators Responsibilities The System Innovators Project Manager will coordinate all of the activities assigned to System Innovators with the Organization's Project Manager via phone and email communications. A progress report summarizing the System Innovators activities and status will be documented at an interval jointly agreed upon by both parties and emailed to the Organization's Project Manager. This report will include the following information: 1. List of activities underway and their percentage of completion 2. List of expected activities for the next two weeks 3. List of outstanding, unresolved issues 4. Proposed schedule changes and reasons for change S. Proposed scope changes and reasons for change The System Innovators Project Manager will review the progress reports created by the Organization's Project Manager and provide feedback to resolve issues and changes. Organization Responsibilities The Organization's Project Manager will coordinate all of the activities assigned to Organization with the System Innovators Project Manager through phone and email communications. A progress report summarizing the Organization's activities and their status will be documented at an interval jointly agreed upon by both parties and emailed to the System Innovators Project Manager. This report will include the following information: 1. List of activities underway and their percentage of completion 2. List of expected activities for the next two weeks 3. List of outstanding, unresolved issues 4. Proposed schedule changes and reasons for change 5. Proposed scope changes and reasons for change The Organization's Project Manager will review the progress reports created by the System Innovators Project Manager and provide feedback to resolve issues and changes. 2020-12-21 iNovah Service Agreement PROJECT CHANGE CONTROL A defined process for controlling scope issues and change requests must be in place and followed to help ensure that proper visibility is given to change requests and any associated approvals required. Items that modify the scope of work will be reviewed by the System Innovators Project Manager to determine if there is an impact to the cost or timelines for this project. Out of scope services will be charged as outlined in Rate Card listed within the "Agreement". Any change must be documented in a mutually executed Change Control Work Order. The following change control procedure shall apply to this SOW: 1. Project Resource(s) identify new or change in requirements and escalate to the respective Project Manager. 2. System Innovators and Organization's Project Managers work together to gather required information to determine if a Change Order is required. 3. Project Managers determine if a Change Order is valid a. If no, Project Resources will be informed and the change management process ends. b. If yes, System Innovators Project Manager will facilitate the creation of the Change Order and promptly provide it to the Organization's Project Manager. 4. Organization's Project Manager will review the proposed Change Order, with appropriate Organization resources,for content and completeness, and accuracy. 5. If proposed Change Order requires changes, Organization's Project Manager and System Innovators Project Manager will collaborate to consider necessary modifications. 6. Change Orders must be reviewed and approved by the Contract Level of the Project Steering Team. 7. If approved by Project Steering Team, the appropriate authorized Organization signatory may sign the Change Order; provided that notwithstanding anything to the contrary in this SOW, no Change Order shall bind the Organization unless approved expressly and in writing by the authorized the Organization signatory or his/her designee. 8. The Organization Project Manager will inform the System Innovators Project Manager and process required paperwork for any executed Change Order. 9. The Organization's Project Manager and System Innovators Project Manager will perform administrative project tasks associated to the project and inform the Project Resources accordingly. DELIVERABLE ACCEPTANCE All completed project deliverables will be reviewed by the System Innovators Project Manager and uploaded to the designated project repository/network folder. The System Innovators Project Manager shall notify the Organization's Project Manager and submit a Deliverable Acceptance Certificate. Upon System Innovators'submission of a completed Deliverable, the Organization shall review the Deliverable and approve it or notify System Innovators of the discrepancies and errors found in the Deliverable, within five (5) business days, unless otherwise mutually agreed to in writing by the Project Managers of both parties.The Organization will have five (5) business days after submission to review the Business Requirements and Design 2020-12-21 iNovah Service Agreement documents. If the Organization does not provide System Innovators with discrepancies or approval within such five (5) business day period, then such Deliverables will be deemed accepted. If the Organization requires revisions to the submitted Deliverables, all the required changes shall be collected and consolidated by the Organization's Project Manager into one document and provided to the System Innovators Project Manager within the stipulated time period. System Innovators shall then revise the Deliverable or satisfactorily explain the reasons for Accepting the Deliverable "as is." Upon receipt of the revised Deliverable or receiving a satisfactory explanation for the deficiencies identified,the Organization's Project Manager will verify that the changes were incorporated and accept the deliverable within two (2) business days. There shall be no new revisions requested for the deliverable other than those identified previously in the first round. In the event that neither approval nor feedback from the Organization is received within stipulated time period, the Deliverable will be deemed accepted and System Innovators will proceed with the next phase. PROJECT PHASE ACCEPTANCE: Once the Acceptance of all pre-Go Live Deliverables associated with a particular Release of the project has occurred,the Organization shall begin using the Software Components in that Phase for Productive Use ("Go Live Date"). Once the Organization has used the Software Components for Productive Use,the Organization shall notify System Innovators in writing of its "Project Phase/Wave Acceptance"for the relevant release of the project. 2020-12-21 iNovah Service Agreement Schedule E Third-Party Products and Third-Party Terms Part I Organization shall enter into the following Third-Party Terms: Licensor/Service Third-Party Third-Party Terms Provider Product EBPP - Alacriti OrbiPay® 1. EBPP Master Services Agreement Payments, LLC https://www.alacriti.com/legal/master-terms; and ("Alacriti") 2. EBPP "Gateway Rules and Operating Guidelines" made available at htti3s://www.alacriti.com/legal/gwrules, or such other replacement URL provided by Alacriti and as such Third-Party Terms may be updated from time to time. 2020-12-21 iNovah Service Agreement ADDENDUM TO INOVAH SERVICE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND N. HARRIS COMPUTER CORPORATION This Addendum to iNovah Service Agreement (`Addendum") is entered into by and between N. Harris Computer Corporation (`Vendor") and the City of Fort Worth ("City'), collectively the "parties." The Contract documents shall include the following: 1. The iNovah Service Agreement; and 2. This Addendum. Notwithstanding any language to the contrary in the attached iNovah Service Agreement (collectively referred to herein as the"Agreement"), the parties stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: 1. Term. The Agreement shall commence upon the date signed by the Assistant City Manager below("Effective Date") and shall expire no later than twenty-four(24)months after the "Effective Date" ("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties. This Agreement may be renewed for unlimited number of one (1) year renewal periods at the City's option, each a "Renewal Term." The City shall provide Vendor with written notice of its intent to renew at least thirty (30) days prior to the end of each term. 2. Termination. a. Convenience. Either City or Vendor may terminate the Agreement at any time and for any reason by providing the other party with 90 days written notice of termination prior to renewal date. b. Breach. If either party commits a material breach of the Agreement,the non- breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach thirty (30) calendar days after receipt of notice from the non-breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non-breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate the Agreement by giving written notice to the breaching party. C. Fiscal Fundinsz Out. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Addendum Page 1 of 17 Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. d. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under the Agreement. In the event Vendor has received access to City information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 3. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 4. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 5. Insurance. The City is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self-Insurance by Governmental Units," is self-insured and therefore is not required to purchase insurance. To the extent the Agreement requires City to purchase insurance, City objects to any such provision, the parties agree that any such requirement shall be null and void and is hereby deleted from the Agreement and shall have no force or effect. City will provide a letter of self-insured status as requested by Vendor. 6. Sovereign Immunity_. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 7. Limitation of Liability and Indemnity. 7.1 TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, ORGANIZATION AGREES THAT THE ENTIRE LIABILITY OF HARRIS AND THAT OF ITS SERVICE PROVIDERS, LICENSORS,AND Addendum Page 2 of 17 SUPPLIERS (TOGETHER"SERVICE PROVIDERS" FOR THE PUROSES OF THIS ARTICLE XI AND ORGANIZATION'S EXCLUSIVE REMEDY WITH RESPECT TO: (A) A FAILURE TO MEET THE SERVICE LEVEL TARGET IS AS SET OUT IN THE SCHEDULE C; AND (B) ANY OTHER ASPECT OF THE iNOVAH SERVICE, THE HARRIS ERM, THE SOFTWARE INTERFACES OR ANY OTHER RELATED SOFTWARE COMPONENTS, THE THIRD-PARTY PRODUCTS, THE SUPPORT SERVICE AND ANY OTHER PRODUCTS, MATERIALS, PROFESSIONAL SERVICES OR ANY OTHER SERVICE SUPPLIED BY HARRIS OR BY ITS AFFILIATES OR SERVICE PROVIDERS IN CONNECTION WITH THIS AGREEMENT FOR DAMAGES FOR ANY CAUSE AND REGARDLESS OF THE FORM OF ACTION,WHETHER IN CONTRACT OR IN TORT, INCLUDING FUNDAMENTAL BREACH OR NEGLIGENCE, SHALL BE LIMITED TO ACTUAL DIRECT AND PROVEN DAMAGES AND SHALL NOT,IN THE AGGREGATE EXCEED THE FOLLOWING: (A) IN THE CASE OF THE iNOVAH SERVICE, THE AGGREGATE AMOUNT OF THE MONTHLY SUBSCRIPTION FEES PAID TO HARRIS IN THE TWELVE (12) MONTHS PRECEDING THE INCIDENT GIVING RISE TO THE LIABILITY; AND (B) IN THE CASE OF PROFESSIONAL SERVICES, THE TOTAL PROFESSIONAL SERVICES FEES PAID TO HARRIS PURSUANT TO THE STATEMENT OF WORK GIVING RISE TO THE LIABILITY. HARRIS ASSUMES NO LIABILITY FOR ACTS OR OMISSIONS OF ORGANIZATION OR ANY OTHER PERSON OR ENTITY, INCLUDING ANY CLEARING HOUSE ASSOCIATION OR PAYMENT PROCESSOR, ANY FUNDS TRANSFER SYSTEM, THE FEDERAL RESERVE BANK, OR ANY OTHER FINANCIAL INSTITUTION. ORGANIZATION FURTHER AGREES THAT IN NO EVENT SHALL HARRIS OR ITS SERVICE PROVIDERS BE LIABLE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT OR IN TORT, INCLUDING FUNDAMENTAL BREACH OR NEGLIGENCE, FOR ANY INDIRECT, PUNITIVE, CONSEQUENTIAL, INCIDENTAL, SPECIAL, OR EXEMPLARY DAMAGES WHATSOEVER,INCLUDING WITHOUT LIMITATION FOR LOST PROFITS, LOSS OF REVENUE,FAILURE TO REALIZE ANTICIPATED SAVINGS, LOST OR DAMAGED DATA, LOSS OF GOODWILL, BUSINESS OPPORTUNITIES OR REPUTATION, OR ECONOMIC LOSS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGES, OR SUCH LOSSES OR DAMAGES ARE FORESEEABLE. 7.2 GENERAL INDEMNIFICATION- VENDOR HEREBY COVENANTS AND AGREES TO INDEMNIFY,HOLD HARMLESS AND DEFEND CITY,ITS OFFICERS,AGENTS, SERVANTS AND EMPLOYEES, FROMAND AGAINST ANYAND ALL CLAIMS OR LAWSUITS OFANY KIND OR CHARACTER, Addendum Page 3 of 17 WHETHER REAL OR ASSERTED, FOR EITHER PROPERTYDAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO VENDOR'S B USINESS AND ANY RESULTING LOST PROFITS)AND/OR PERSONAL INJURY,INCLUDING DEATH, TO ANYAND ALL PERSONS,ARISING OUT OF OR INCONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF VENDOR,ITS OFFICERS, AGENTS, SERVANTS,EMPLOYEES, CONTRACTORS, OR SUBCONTRACTORS. 7.3 INTELLECTUAL PROPERTYINDEMNIFICATION—In the event there is a third party claim against Organization alleging that Organization's use of the Harris IP in accordance with this Agreement constitutes an infringement of a Canadian or United States patent, copyright, trade-mark or trade secret or other intellectual property that is valid and enforceable in Canada or the United States, Harris shall, at its expense, defend and indemnify Organization and pay any amounts finally awarded by a court of competent jurisdiction or agreed to in a settlement approved by Harris in advance, provided that: (1) Organization gives Harris prompt written notice of any such claim and full opportunity to defend the same; (ii) Organization has not made any admissions or entered into any settlement negotiations either prior to or after providing notice to Harris of the applicable claim except with Harris's prior written consent, (iii) Harris has sole control of the defense of any claim or proceeding and all negotiations for its compromise or settlement; and (iv) Organization assists and provides information to Harris throughout the action or proceeding. Harris' liability for any claim under this Section 8.3 shall be reduced to the extent such claim arises from: (i) combination, integration or use of the Harris IP with software,or other services not approved by Harris where such claim would not have arisen but for such combination, integration or use; (ii) use of the Harris IP other than in compliance with this Agreement; or (iii) use of the Harris IP after notice from Harris that it should cease due to possible infringement. Any breach by Organization of its covenants under this Section 7.3 shall nullify this indemnity but not the sole right of Harris to have full and complete authority of the defense to defend such claim or proceeding and of all negotiations related therewith and the settlement thereof. In the event that the Organization's use of the Harris IP is finally held to be infringing or Harris deems that it may be held to be infringing, Organization agrees that the only remedies available to it are as follows: (1) Harris, may at its election,procure for the Organization the right to continue use of the Harris IP; (ii) Harris may, at its election, modify or replace the Harris IP so that it becomes non-infringing; or(iii) Organization may terminate this Agreement on written notice to Harris if neither (i) or (ii) are acceptable to Organization. The foregoing states Harris's entire liability, and the Organization's exclusive remedy, with respect to any claims of infringement of any copyright,patent, trade- mark,trade secret or other intellectual property and property interest rights relating to the Harris IP, or any part thereof or use thereof. Addendum Page 4 of 17 The indemnity provisions of this Section 7.3 shall not apply to any Third-Party Products and the Organization agrees to release Harris from any obligations related to such Third-Party Products. THE RIGHTS AND REMEDIES PROVIDED IN THIS ARTICLE 7 CONSTITUTE HARRIS' ENTIRE OBLIGATION AND ORGANIZATION'S SOLE AND EXCLUSIVE REMEDIES CONCERNING INTELLECTUAL PROPERTY RIGHTS INFRINGEMENT OR MISAPPROPRIATION BY THE iNOVAH SERVICE OR BY ANY OF ITS SOFTWARE PRODUCTS OR OTHER COMPONENTS. S. Data Breach. Vendor further agrees that it will monitor and test its data safeguards from time to time, and further agrees to adjust its data safeguards from time to time in light of relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects or becomes aware of any unauthorized access to any financial or personal identifiable information("Personal Data") by any unauthorized person or third party, or becomes aware of any other security breach relating to Personal Data held or stored by Vendor under the Agreement or in connection with the performance of any services performed under the Agreement or any Statement(s) of Work("Data Breach"), Vendor shall immediately notify City in writing and shall fully cooperate with City at Vendor's expense to prevent or stop such Data Breach. In the event of such Data Breach, Vendor shall fully and immediately comply with applicable laws, and shall take the appropriate steps to remedy such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their respective officers, directors, employees and agents, harmless from and against any and all claims, suits, causes of action, liability, loss, costs and damages, including reasonable attorney fees, arising out of or relating to any third party claim arising from breach by Vendor of its obligations contained in this Section, except to the extent resulting from the acts or omissions of City. All Personal Data to which Vendor has access under the Agreement, as between Vendor and City, will remain the property of City. City hereby consents to the use, processing and/or disclosure of Personal Data only for the purposes described herein and to the extent such use or processing is necessary for Vendor to carry out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will not transfer Personal Data to third parties other than through its underlying network provider to perform its obligations under the Agreement, unless authorized in writing by City. Vendor's obligation to defend, hold harmless and indemnify City shall remain in full effect if the Data Breach is the result of the actions of a third party.All Personal Data delivered to Vendor shall be stored in the United States or other jurisdictions approved by City in writing and shall not be transferred to any other countries or jurisdictions without the prior written consent of City. 9. No Mandatory Arbitration. To the extent the Agreement requires mandatory arbitration to resolve conflicts, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. Addendum Page 5 of 17 10. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is sufficient for purposes of the Agreement only. 11. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 12. Public Information. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 13. Addendum Controlling. If any provisions of the attached Agreement, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Addendum shall control. 14. Network Access. a. Citv Network Access. If Vendor, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section `Vendor Personnel"), requires access to the City's computer network in order to provide the services herein, Vendor shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit`'A" and incorporated herein for all purposes. b. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel, requires access to any federal law enforcement database or any federal criminal history record information system, including but not limited to Fingerprint Identification Records System ("FIRS"), Interstate Identification Index System ("III System"), National Crime Information Center ("NCIC") or National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications Systems("TLETS"),that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal justice as defined therein on behalf of the Citv or the Fort Worth Police Department, under the Agreement, Vendor shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. No changes, modifications, alterations, or amendments shall be made to the Security Addendum. The document must be executed as is, and as approved by the Texas Department of Public Safety and the United States Attorney General. Addendum Page 6 of 17 15. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under the Agreement, including completing the Employment Eligibility Verification Form(I-9). Upon request by City,Vendor shall provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under the Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES,SUBCONTRACTORS,AGENTS,OR LICENSEES. City,upon written notice to Vendor, shall have the right to immediately terminate the Agreement for violations of this provision by Vendor. 16. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Governriient Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and(2) will not boycott Israel during the term of the Agreement. 17. Right to Audit. Vendor agrees that City shall, until the expiration of three(3)years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Vendor involving transactions relating to the Agreement. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 18. Prohibition on Boycotting Energy Companies. Vendor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract. The terms "'boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code,as added by Acts 2021, 87th Leg.,R.S., S.B. 13, § 2. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement,by signing this Agreement,Vendor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. Addendum Page 7 of 17 19. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or services that has a value of$100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms"discriminate,""firearm entity"and"firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code,as added by Acts 2021, 87th Leg.,R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement,by signing this Agreement,Vendor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 20. Insurance. 20.1 The Vendor shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: 20.1.1. Commercial General Liability: 20.1.1.1. Combined limit of not less than $2,000,000 per occurrence; $4,000,000 aggregate; or 20.1.1.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of$4,000,000. Umbrella policy shall contain a follow- form provision and shall include coverage for personal and advertising injury. 20.1.1.3. Defense costs shall be outside the limits of liability. 20.1.2. Statutory Workers' Compensation and Employers'Liability Insurance requirements per the amount required by statute. 20.1.3. Technology Liability (Errors & Omissions) 20.1.3.1. Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or Addendum Page 8 of 17 20.1.3.2. Combined limit of not less than$1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of$4,000,000. Umbrella policy shall contain a follow- form provision and shall include coverage for personal and advertising injury. The umbrella policy shall cover amounts for any claims not covered by the primary Technology Liability policy. Defense costs shall be outside the limits of liability. 20.1.3.3. Coverage shall include,but not be limited to, the following: 20.1.3.3.1. Failure to prevent unauthorized access; 20.1.3.3.2. Unauthorized disclosure of information; 20.1.3.3.3. Implantation of malicious code or computer virus; 20.1.3.3.4. Fraud, Dishonest or Intentional Acts with final adjudication language; 20.1.3.3.5. Intellectual Property Infringement coverage, specifically including coverage for intellectual property infringement claims and for indemnification and legal defense of any claims of intellectual property infringement, including infringement of patent, copyright, trade mark or trade secret,brought against the City for use of Deliverables, Software or Services provided by Vendor under this Agreement; 20.1.3.3.6. Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL)policy, a separate policy specific to Technology E&O, or an umbrella policy that picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all other requirements. Technology coverage shall be written to indicate that legal costs and fees are considered outside of the policy limits and shall not erode limits of liability. Any deductible will be the sole responsibility of the Vendor and may not exceed Addendum Page 9 of 17 $50,000 without the written approval of the City. Coverage shall be claims-made, with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance, or a full copy of the policy if requested, shall be submitted to the City to evidence coverage; and 20.1.3.3.7. Any other insurance as reasonably requested by City. 20.2. General Insurance Requirements: 20.2.1. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. 20.2.2. The workers' compensation policy shall include a Waiver of Subrogation(Right of Recovery) in favor of the City of Fort Worth. 20.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten(10) days'notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 20.2.4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A-VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. 20.2.5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. Addendum Page 10 of 17 20.2.6. Certificates of Insurance evidencing that the Vendor has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. 21. Ownership of Work Product.By Harris. Harris, its service providers, and licensors are and shall at all times remain the owner of all copyright, trademarks, trade secrets, patents and any other intellectual property rights in and to the iNovah Service, including the EBPP Platform, the Third-Party Cloud, and related documentation, materials, logos, names and other support materials provided pursuant to the terms of this Agreement. Organization shall acquire no right whatsoever to all or any part of the iNovah Service, or to its underlying software, except the limited right to access and use the iNovah Service in accordance with the terms of this Agreement and Harris and its licensors reserve all rights not expressly granted to Organization. Organization must fully reproduce any copyright or other notice marked on any part of the Documentation or other materials on all authorized copies and must not alter or remove any such copyright or other notice. Organization hereby grants to Harris: (i) a royalty-free, worldwide, irrevocable, perpetual license to use and incorporate into the iNovah Service, and into its underlying software, any suggestions, ideas, enhancement requests, recommendations or other feedback provided by Organization relating to the operation of the iNovah Service; and (ii) an assignment of all right, title and interest in and to the Resultant Data, including all intellectual property rights relating thereto. By Organization. As between Harris and Organization, all Organization Data will remain the sole and exclusive property of Organization. Organization is solely responsible for ensuring the accuracy, quality, integrity, reliability, appropriateness and right to view and use the Organization Data. Subject to the terms and conditions of this Agreement, Organization grants to Harris a world-wide, non-exclusive, royalty-free license to access the Organization Data for the purpose of performing the iNovah Service, the Support Service and the Professional Services. Access to the Organization Data shall only be by Hanfis' employees, Affiliates and subcontractors who may require access from time to time for the iNovah Service, the Support Service and the Professional Services. Except as specified in this Agreement, Harris may not access the Organization Data for any other purpose without the express written consent of Organization. Access to Organization Data by any outside party shall only be in accordance with the terms of this Agreement or where required by law. Organization grants to Harris a worldwide,perpetual,royalty-free license to create monthly audit reports in respect of the iNovah Service Fees and Organization-requested derivative works from the Organization Data use, including all reports, statistics or analyses created or derived therefrom. Additionally, Organization grants Harris the right to perform statistical analysis of the Organization Data to provide feedback to Organization concerning its use of the iNovah Service. (signature page follolvs) Addendum Page 11 of 17 IN WITNESS WHEREOF, Harris and the Organization have duly executed this Agreement to be effective on the Effective Date first written above. [Executed effective as of the date signed by the Assistant City Manager below.] /[ACCEPTED AND AGREED:] City: N.Harris Computer Corporation: Valerie Washin ton By: Valerie Washington(Apr It'202214:24 CDT) By: Name: Valerie Washington Name: t.SR- Title: Assistant City Manager Title: E1t.GC.ds`1^olc VX e.s PaGSetysa Date: Apr 11,2022 Date: CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration /-� of this contract,including ensuring all performance By: and reporting requirements. Name: Kevin Gunn Title: Director,IT Solutions Mark Deboer(Apr 4,2022 13:03 CDT) By: Approved as to Form and Legality: Name: Mark Deboer Title: Assistant Director,IT Solutions Department pia ��FORT�� By: / a °°°° a Name: Taylor Paris City Secretary: p�� °°1O�0d Title: Assistant City Attorney d-0 0-+d :7�`I`IG��G c1 C7000��GG v °_ ° By: Jannette S.Goodall(Apr 11,2022 16:30 CDT) ��� oICY Contract Authorization: Name: Jannette Goodall adEXAcrboa� M&C: N/A Title: City Secretary Approved: 2020-12-21 iNovah Service Agreement OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX NETWORK ACCESS AGREEMENT This Network Access Agreement ("Agreement") is made and entered into by and between the City of Fort Worth ("City"), a home rule municipal corporation organized under the laws of the State of Texas, and N. Harris Computer Corporation, a Canadian Corporation ("Vendor"). 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Vendor wishes to access the City's network in order to provide Hosted Electronic Bill Presentment and Payment (EPBB) Platform Services. In order to provide the necessary support, Vendor needs access to Internet and iNovah POS system (the "Services"). 2. Grant of Limited Access.Vendor is hereby granted a limited right of access to the City's Network for the sole purpose of providing the Services. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy),of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Vendor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Vendor. If this access is being granted for purposes of completing services for the City pursuant to a separate contract,then,this Agreement will expire at the completion of the contracted services, or upon termination of the contracted services,whichever occurs first. Otherwise, access rights will automatically expire one (1)year from the date of this Agreement ("Expiration Date"). ❑ Services are being provided in accordance with City Secretary Contract No. ("Contract") ❑ Services are being provided in accordance with City of Fort Worth PeopleSoft Contract No. . ("PSK#") ® Services are being provided in accordance with the Agreement to which this Access Agreement is attached. ("Contract") ❑ No services are being provided pursuant to this Agreement. 4. Renewal. This Agreement shall renew in accordance with the term of the Contract or PSK 4. If there is no Contract or PSK 4, this Agreement may be renewed annually by City, in its sole discretion, at the end of the Expiration Date and each renewal term thereafter. Notwithstanding the scheduled contract expiration or the status of completion of services, Vendor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. 5. Network Restrictions. Vendor officers, agents, servants, employees or representatives may not share the City-assigned user IDs and passwords. Vendor acknowledges, agrees and hereby gives its authorization to the City to monitor Vendor's use of the City's Network in order to ensure Vendor's compliance with this Agreement. A breach by Vendor, its officers, Addendum Page 13 of 17 agents, servants, employees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to Vendor pursuant to this Agreement shall be grounds for the City immediately to deny Vendor access to the Network and Vendor's Data, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Agreement, Vendor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Vendor,its officers, agents, servants, employees and/or representatives to access the City's Network. 7. Information Security. Vendor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Vendor agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network, including but not limited to,theft of Vendor-owned equipment that contains City-provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City-provided Network credentials, and unauthorized use or sharing of Network credentials. 8. LIABILITY AND INDEMNIFICATION. VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT VENDORMAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO VENDOR 'S DATA ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY. IN ADDITION, VENDORSHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS AND JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES. VENDOR, AT VENDOR 'S OWN COST OR EXPENSE,HEREBY AGREES TO INDEMNIFY,DEFEND AND HOLD HARMLESS THE CITY,ITS OFFICERS,AGENTS,SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. Confidential Information. Vendor, for itself and its officers, agents, employees, and representatives, agrees that it shall treat all information provided to it by the City as Addendum Page 14 of 17 confidential and shall not disclose any such information to a third party without the prior written approval of the City. Vendor further agrees that it shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 10. Riizht to Audit. Vendor agrees that the City shall, during the initial term, any renewal terms, and until the expiration of three (3) years after termination or expiration of this contract,have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of the Vendor involving transactions relating to this Agreement. Vendor agrees that the City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Vendor reasonable advance notice of intended audits.Vendor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, during the initial term, any renewal terms, and until expiration of three (3)years after termination or expiration of the subcontract,have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 11. Agreement Cumulative. This Agreement is cumulative of and in addition to any written contracts, agreements, understandings or acknowledgments with the City signed by Vendor. This Agreement and any other documents incorporated herein by reference constitute the entire understanding and Agreement between the City and Vendor as to the matters contained herein regarding Vendor's access to and use of the City's Network. 12. Amendments.The terms of this Agreement shall not be waived, altered, modified, supplemented, or amended in any manner except by written instrument signed by an authorized representative of both the City and Vendor. 13. Assienment. Vendor may not assign or in any way transfer any of its interest in this Agreement. Any attempted assignment or transfer of all or any part hereof shall be null and void. 14. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 15. Force Maieure. Each party shall exercise its best efforts to meet its respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or Addendum Page 15 of 17 regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots,material or labor restrictions by any governmental authority,transportation problems and/or any other similar causes. 16. Governine Law / Venue. This Agreement shall be construed in accordance with the laws of the State of Texas.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. 17. Signature Authority. By affixing a signature below, the person signing this Agreement hereby warrants that he/she has the legal authority to bind the respective party to the terms and conditions in this agreement and to execute this Agreement on behalf of the 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 Agreement. [Signature Page Follows] Addendum Page 16 of 17 Executed effective as of the date signed by the Assistant City Manager below FORT WORTH: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and Valerie Washm4LLon administration of this contract, including By: Valerie Washington(Apr l ,202214:24CDT) ensuring all performance and reporting Name: Valerie Washington requirements. Title: Assistant City Manager Date: Apr 11,2022 By: Mark Deboer(Apr 4,202213:03 CDT) Approval Recommended: Name: Mark Deboer Title: Assistant Director, IT Solutions Department By: Approved as to Form and Legality: Name: Kevin Gunn Title: Director, IT Solutions Department Attest: By: Name: Taylor Paris Title: Assistant City Attorney By: Jannette S.Goodall(Apr 11,2022 16:30 CDT) Contract Authorization. Name: Janette Goodall o444gn��� M&C: N/A Title: City Secretary X7 �°��Rr0'oa�� L ° /.° ° c_o o-�� �vo o o12 Y d p°0 °�TAy o YY °°°°°000° .C/ VENDOR: aa��Eapsbpa N.Harris Computer Corporation By: 0--- Name: y Sumt4c'& Title: 4 X"GUT\V G \AM Pam ir3swiT Date: OFFICIAL RECORD CITY SECRETARY FT.WORTH, TX Addendum Page 17 of 17