HomeMy WebLinkAboutContract 58516-NC1CSC No. 58516-NC1
Memorandum
Date: 5/30/2023
To: Assistant City Attorney
To: Ashley Clement- Assistant Finance Director/Planning and
Development
Return to: Tracy Walter — FMSNendor Management
Re: Deloitte & Touche LLP to LeaseAccelerator, Inc. -License Agreement
Consent
Current Contract Name: Deloitte & Touche LLP (7000003469)
New Contract Name: LeaseAccelerator, Inc. (7000003713)
Reason for Contract Assignment: In accordance with the "Binding Nature,
Assignment and Contracting" provision within Clause 16 of the license agreement
(attached), the City already has provided its consent for Deloitte to assign this
agreement to a third party.
Reviewed & Approved by:
A;l#ea ALU_j.2r
Andrea Phil [IDS (Mav 30 2013 1433 CDT)
Asst. City Attorney
May 30, 2023
Date
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
CSC No. 58516
Deloitte
Deloitte & Touche LLP
This Software License Agreement ("Agreement") is made and entered into as of the effective date of the Addendum
to Software License Agreement ("Addendum") to which this Agreement is attached ("Effective Date"), by and between
Deloitte & Touche LLP, a limited liability partnership organized under the laws of the State of Delaware (hereinafter
referred to as "Licensor"), and the City of Fort Worth ("Licensee"). The parties' signatures on the Addendum evidence
the parties' agreement to the terms and conditions of this Agreement.
1. License.
Subject to (i) Licensee's payment to Licensor of the fees set forth in Schedule A attached hereto and incorporated herein
by reference, and (ii) Licensee's compliance with the terms herein, Licensor hereby grants to Licensee on the terms and
conditions set forth in this Agreement, a limited, non-exclusive and non -transferable license to use the applications set
forth in Schedule A (the "Licensed Software") together with any templates, user manuals, training materials, release
notes or other materials that describe the features and functions of the Licensed Software ("Documentation") solely for
Licensee's internal business purposes. The foregoing license for the Licensed Software and Documentation is limited to
the license period specified in Schedule A, and is subject to the additional license restrictions set forth in Schedule A. To
the extent any Licensed Software or Documentation provided to Licensee hereunder constitutes inventory within the
meaning of section 471 of the Internal Revenue Code, such Licensed Software and Documentation are licensed to
Licensee by Licensor as agent for its product company subsidiary, Deloitte & Touche Products Company LLC, on the terms
contained herein.
2. Support services.
If any set up, configuration, or support services (the "Support") are to be provided by Licensor in connection with the
Licensed Software, it will be set forth in Schedule B and provided in accordance with the Service Level Agreements set
forth therein.
3. Payment of Invoices.
Licensee shall pay Licensor for the Licensed Software and any Support, as set forth in Schedule A and Schedule B.
Licensor's invoices shall be due thirty (30) days from receipt. If payment is not received within thirty (30) days of receipt
of an invoice, Licensor may terminate the license granted to, and/or the provision of Support for, the applicable Licensed
Software.
4. Term and Termination.
This Agreement, together with its Schedules, shall corn maice on the Effective Date and, unless sooner terminated as set
forth below, shall terminate upon expiration of the last day of the last license term set forth in Schedule A. Either party
may terminate this Agreement for the other party's material breach (including for Licensee's failure to pay the fees
described in Schedule A) by giving thirty (30) days prior written notice to the other party, provided that the other party
shall have the right to cure the breach within the notice period. Licensor may terminate this Agreement or performance
of any part of this Agreement upon written notice to Licensee if Licensor determines that the performance of any part of
this Agreement would be in conflict with law, or independence or professional rules. Upon any termination of this
Agreement, Licensee shall pay Licensor for any fees and expenses due for licenses provided or Support rendered through
the effective date of such termination.
S. Licensee Responsibilities.
In addition to Licensee's responsibilities as set forth in Schedule B, Licensee shall cooperate with Licensor in the
performance by Licensor of this Agreement, including, providing Licensor with timely access to data, information, and
personnel of Licensee in connection with this Agreement. Licensee shall be solely responsible for, among other things
(a) providing all Licensee and/or third party data or information for use by the Licensed Software or Licensor's
performance under this Agreement ("Licensee Data"), and the accuracy and completeness thereof; (b) maintaining in
effect at all times during the term of this Agreement all rights required for use of any Licensee Data in connection with
the applicable Licensed Software; (c) obtaining and providing Licensee Data in accordance with applicable laws; and (d)
removing any Personal Information (meaning information relating to an identified person or an identifiable person who
can be identified, directly or indirectly, in particular by reference to identification numbers or to one or more factors
specific to his or her physical, physiological, mental, economic, cultural or social identity) from the Licensee Data before
such Licensee Data is delivered to the Licensed Software. As between the parties, Licensee shall own all Licensee Data.
In addition, Licensee shall be solely responsible for the performance of its personnel, agents, and all Authorized Users
(as defined in Schedule A), and for maintaining all software, hardware and other equipment used by Licensee to access
and use the Licensed Software. Licensor's performance is dependent on Licensee's timely and effective satisfaction of
Licensee's responsibilities under this Agreement and timely decisions and approvals of Licensee in connection therewith.
6. Restrictions on Use.
a) All Licensed Software, Documentation and corresponding Support shall be solely for Licensee's benefit and internal
business purposes, and are not intended to be relied upon by any person or entity other than Licensee.
b) The Licensed Software is available only for Authorized Users of the Licensee who are provided login and access
information. Licensee will not permit any User ID or User login to be used by more than one individual. Licensee is
responsible for all activities conducted under its Authorized Users' logins and for Authorized Users' compliance with the
Agreement. Licensee is responsible for maintaining the security of its account and passwords to prevent and restrict the
access and use of the Licensed Software from unauthorized individuals.
c) Licensee is prohibited from and shall not: (i) de -compile, reverse engineer or disassemble the Licensed Software or
apply any other process or procedure to derive the source code thereof, or allow any third party to; (ii) sell, re -license,
rent, lease, provide service bureau or timeshare access to, the Licensed Software; (iii) use the Licensed Software for
incorporation in any device, article, commodity, product or goods for use by or sale or lease to third parties, or for the
provision of services to third parties; (iv) except as expressly set forth in this Agreement, modify, publish, transmit,
reproduce, create derivative works from, distribute, perform, display or in any way exploit the Licensed Software or
Documentation in whole or in part; or (v) use the Licensed Software or the output thereof in any way that is fraudulent
or misleading, or violates applicable law, rule or regulation, including the export, re-export, access or use of the Licensed
Software, either directly or indirectly, in violation of the U.S. economic sanctions or export controls laws and regulations.
In addition, Licensee shall not use or permit third parties to use the Licensed Software in any way that (A) interferes
with or disrupts other network users, network services or network equipment, including spamming; (B) results in the
introduction of computer worms or viruses; (C) involves the use of false identities; (D) attempts to gain unauthorized
entry to any servers or databases through which such Licensed Software is provided; or (E) transmits, stores, displays,
distributes or otherwise makes available content or Licensee Data that is illegal, harmful, fraudulent, infringing or
offensive.
d) The Licensed Software and Documentation embody valuable copyright, patent, trademark, trade secret and other
intellectual property rights owned or licensed by Licensor. Licensor or its licensors retain all right, title and interest in all
such proprietary rights and property, and Licensee shall have no interest in any such rights or property, nor will anything
contained in this Agreement constitute a license or grant of any rights to Licensee with respect to any copyright, patent,
trademark, trade secret or any other intellectual property right other than as specifically provided in Section 1 of this
Agreement.
e) Licensor reserves the right to, at any time, review Licensee's use of the Licensed Software to confirm compliance with
the terms of this Agreement, and to take such action as it deems necessary, including suspension of an individual
Authorized User's access to the Licensed Software if there has been a violation of such restrictions.
7. Updates, Modifications and Enhancements.
Except for the Support as specifically provided in Schedule B, Licensor shall have no obligation under this Agreement to
provide updates, modifications or enhancements to the Licensed Software, or to provide maintenance, support or other
services with respect to the Licensed Software. Any updates, modifications or enhancements provided to Licensee as
part of the Support or otherwise shall be and remain the sole and exclusive property of Licensor. The term "Licensed
Software" as used herein shall include such updates, modifications or enhancements.
8. Feedback.
"Feedback" shall mean any input provided to Licensor regarding the Licensed Software, including changes or suggested
changes. Licensee shall provide Feedback to Licensor concerning the functionality and performance of the Licensed
Software as set forth in Schedule C, including, without limitation, identifying potential errors, improvements,
modifications, bug fixes, or enhancements. Licensee grants to Licensor a worldwide, royalty -free, non-exclusive,
perpetual, and irrevocable right to use, reproduce, disclose, sublicense, distribute, modify, and otherwise use such
Feedback for any purpose and without restriction. All Feedback shall be Licensor Confidential Information.
9. Confidentiality.
To the extent that, in connection with this Agreement, either Licensor or Licensee (each, the "receiving party") comes
into possession of any confidential information of the other (the "disclosing party"), it will not disclose such information
to any third party without the disclosing party's consent, using at least the same degree of care as it employs in
maintaining in confidence its own confidential information of a similar nature, but in no event less than a reasonable
degree of care. The disclosing party hereby consents to the receiving party disclosing such information (a) to contractors
providing administrative, infrastructure and other support services to the receiving party and vendors providing a
component of the Licensed Software, in each case, whether located within or outside of the United States, provided that
they have agreed to be bound by confidentiality obligations similar to those in this Section; (b) as may be required by
law or regulation, or to respond to governmental inquiries, or in accordance with applicable professional standards or
rules, or in connection with litigation pertaining to this Agreement; or (c) to the extent such information (i) is or becomes
publicly available other than as the result of a disclosure in breach hereof, (ii) becomes available to the receiving party
on a nonconfidential basis from a source that the receiving party believes is not prohibited from disclosing such
information to the receiving party, (iii) is already known by the receiving party without any obligation of confidentiality
with respect thereto, or (iv) is developed by the receiving party independently of any disclosures made to the receiving
party hereunder. Licensee agrees that any Licensee Data provided by Licensee hereunder may be used by Licensor in
connection with the Licensed Software, including modifications and enhancements thereto. Notwithstanding anything
else contained in this Agreement, Licensee consents and agrees that any such Licensee Data may be disclosed by Licensor
to third parties, provided that such Licensee Data does not (i) associate Licensee's Data with Licensee; or (ii) contain
any Licensee Data that reveals Licensee's identity.
10. Data Security.
Licensor will maintain appropriate administrative, physical, and technical safeguards for the protection of the security,
confidentiality and integrity of the Licensee Data resident in the Licensed Software, including as set forth in Schedule D.
To the extent Licensor is Processing Personal Data (as each such term is defined in Schedule E) in connection with the
Licensed Software, the terms of Schedule E shall apply.
11. Limitation on Warranties.
Licensor represents and warrants that (i) the Licensed Software shall substantially conform to the Licensed Software's
functionality as described in its then current Documentation, and (ii) it has the right to grant the license to the Licensed
Software as set forth in this Agreement. Licensor does not represent or warrant that the Licensed Software will meet
Licensee's requirements or that operation of the Licensed Software will be uninterrupted or error free. Notwithstanding
anything else contained in this Agreement or in Schedule A, any modification of the Licensed Software other than by
Licensor shall render any and all warranties in this Agreement void and of no force or effect whatsoever. LICENSOR
DISCLAIMS ALL OTHER REPRESENTATIONS AND WARRANTIES, EITHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES
OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON -INFRINGEMENT.
12. Indemnification.
a) Licensor agrees to defend Licensee against all third party claims that Licensed Software or Documentation infringes a
patent or copyright or constitutes an unauthorized use of any trade secret of such third party, and to indemnify and hold
harmless Licensee from any damages, liabilities and costs finally awarded by a court or amounts paid in a settlement
agreed to by Licensor, except to the extent that such infringement or unauthorized use arises from, or could have been
avoided except for (i) modification of such Licensed Software or Documentation other than by Licensor or its contractors,
or use thereof in a manner not contemplated or permitted by this Agreement, (ii) the failure of the indemnified party to
use any corrections or modifications made available by Licensor, (iii) information, materials, instructions, specifications,
requirements or designs provided by or on behalf of the indemnified party, or (iv) the use of such Licensed Software or
Documentation in combination with any platform, product, network or data not provided by Licensor. If Licensee's use
of such Licensed Software or Documentation, or any portion thereof, is or is likely to be enjoined by order of a court of
competent jurisdiction as such an infringement or unauthorized use, Licensor, at its option and expense, shall have the
right to (x) procure for Licensee the continued use of such Licensed Software or Documentation, (y) replace such Licensed
Software or Documentation with a non -infringing item, or (z) modify such Licensed Software or Documentation so it
becomes non -infringing; provided that, if (y) or (z) is the option chosen by Licensor, the replacement or modified Licensed
Software or Documentation is capable of performing substantially the same function. In the event Licensor cannot
reasonably procure, replace or modify such Licensed Software in accordance with the immediately preceding sentence,
Licensor may require Licensee to cease use of such Licensed Software or Documentation and refund Licensee as
applicable a pro-rata portion of the license fee paid by Licensee for the affected Licensed Software or Documentation.
The foregoing provisions of this paragraph constitute the sole and exclusive remedy of the indemnified parties, and the
sole and exclusive obligation of Licensor, relating to a claim that any Licensed Software or Documentation infringes any
patent, copyright or other intellectual property right of a third party.
b) As a condition to the indemnity obligations contained herein, the indemnified party shall provide the indemnifying
party with prompt notice of any claim for which indemnification shall be sought hereunder and shall cooperate in all
reasonable respects with the indemnifying party in connection with any such claim. The indemnifying party shall be
entitled to control the handling of any such claim and to defend or settle any such claim, in its sole discretion, with
counsel of its own choosing.
13. Limitation on Damages.
Neither party, its contractors or their respective personnel shall be liable for any claims, liabilities or expenses relating
to this Agreement ("Claims") for an aggregate amount in excess of three times (3x) the fees paid by Licensee to Licensor
under this Agreement over the 12-month period immediately preceding the date on which the initial act or omission
giving rise to the liability first occurs, except that the foregoing will not limit amounts owing by Licensee to Licensor for
the charges thereunder. In no event shall either party, its contractors or their respective personnel be liable for any loss
of use, data, goodwill, revenues or profits (whether or not deemed to constitute a direct Claim), or any consequential,
special, indirect, incidental, punitive or exemplary loss, damage or expense, relating to this Agreement. The provisions
of this Section shall not apply to any Claim for which one party has an express obligation to indemnify the other under
this Agreement, to a breach of the license restrictions set forth in this Agreement or provision of Licensee Data that is
unlawful or infringes a third party's intellectual property rights, or to the extent resulting from a party's bad faith or
intentional misconduct. In circumstances where any limitation on damages or indemnification provision hereunder is
unavailable, the aggregate liability of each party, its contractors and their respective personnel for any Claim shall not
exceed an amount that is proportional to the relative fault that their conduct bears to all other conduct giving rise to
such Claim.
14. Governing Law; Disputes.
This Agreement and all matters relating to this Agreement shall be governed by the laws of the State of Texas (without
giving effect to the choice of law principles thereof).
15. Acknowledgment Regarding Accounting Standards.
Licensee acknowledges that while the Licensed Software may assist with certain accounting calculations, the compliance
with the accounting standards requires the Licensed Software user to have a complete understanding of the relevant
facts and circumstances and the requirements of the accounting standards, as well as the ability to exercise professional
judgement. Although the Licensed Software may help automate the accounting process and facilitate the implementation
of accounting controls, proper management oversight and review by qualified accounting personnel are critical to
achieving results that conform to the relevant accounting standard. The Licensed Software does not provide, nor
constitute, advice as to the proper way to apply accounting standards or to any specific set of facts and circumstances,
and its use should not be deemed to represent advice on the application of the accounting standards. Therefore, Licensor
makes no representations, warranty or guarantee of any kind, and nothing contained herein should be interpreted as a
representation, warranty or guarantee of any kind, that the use of the Licensed Software will enable the user to conform
to any particular set of accounting standards.
16. General.
Entire Agreement. This Agreement, together with its Schedules, constitutes the entire agreement with respect to the
subject matter hereof and thereof and supersedes all other oral or written representations, understandings, or
agreements relating to the subject matter hereof and thereof. Severabilitv. If any provision of this Agreement is found
unenforceable, such provision shall not affect the other provisions, but such unenforceable provision shall be deemed
modified to the extent necessary to render it enforceable, preserving to the fullest extent permitted the intent of the
parties set forth in this Agreement. Waivers and Amendments. No delay or omission by a party in enforcing its rights or
remedies under this Agreement shall impair such right or remedy or be deemed to be a waiver thereof. No waiver of any
right or remedy under this Agreement with respect to any occurrence or event on one occasion shall be deemed a waiver
of such right or remedy with respect to such occurrence or event on any other occasion. No amendment or waiver of this
Agreement shall be valid unless in writing and signed by the parties thereto. Bindina Nature, Assignment and Contractina.
This Agreement shall be binding on the respective parties thereto and their respective permitted successors and assigns.
Licensee may not assign any of its rights or obligations (including interests or claims) relating to this Agreement without
the prior written consent of Licensor. Licensee hereby consents to Licensor contracting or assigning this Agreement or
any portion of its rights and obligations under this Agreement to any third party, including any affiliate or related entity,
whether located within or outside the United States. Survival and Interpretation. All provisions which are intended by
their nature to survive the performance of this Agreement shall survive such performance, or the expiration or termination
of this Agreement. Each of the provisions of this Agreement shall apply to the fullest extent of the law, whether
in contract, statute, tort (such as negligence) or otherwise, notwithstanding the failure of the essential
purpose of any remedy. Any references herein to the term "including" shall be deemed to be followed by "without
limitation." Terms and conditions appearing on any purchase order shall not apply to or become part of this Agreement
regardless of any statement to the contrary in such purchase order. Independent Contractor. Each of Licensor and
Licensee is an independent contractor and neither party is, nor shall be considered to be, nor shall purport to act as, the
other's agent, partner, fiduciary, joint venturer, or representative. Force Maieure. Licensor shall not be liable for any
delays or nonperformance directly or indirectly resulting from circumstances or causes beyond its reasonable control,
including fire, epidemic or other casualty, act of God, strike or labor dispute, war or other violence, or any law, order, or
requirement of any governmental agency or authority. Notices. All notices hereunder shall be (a) in writing, (b) delivered
to the representatives of the parties signing this Agreement on its behalf at the addresses set forth in the signatures
below, and (c) effective upon receipt.
4
SCHEDULE A
Licensed Software, Restrictions, Fees, Assumotions
This Schedule specifies the Licensed Software being licensed pursuant to Section 1 of the Agreement, the additional
license restrictions for each such Licensed Software, the license term and fees for the Licensed Software (including
Support), as well as any assumptions.
Licensed Software
LeaseController is a web -based technology designed to assist with
Licensee's accounting and reporting requirements under certain
accounting standards issued by the Governmental Accounting
Standards Board (GASB) as described within its then current
Documentation. The functionality includes, but is not limited to:
Data Stanina and Validation
• Web -based file and data registry
• Workflow management and audit trails
• Built-in content or validation checks to assist management
with validation procedures
• Management and project reporting
LeaseController Software as a
service (SaaS) Calculation Enaine
• Record level computations based on the applicable
accounting standards as described within the Licensed
Software's then current Documentation
Consolidated Financial Reoortina for the applicable accounting
standards as described within the Licensed Software's then current
Documentation, including:
• Reports to support management's financial and disclosure
reporting
• Draft journal entries
• Management and project reporting
Additional License Restrictions
Licensee's use of the Licensed Software is limited to the "Authorized Users". For purposes of this Agreement, Authorized
Users can include employees of Licensee, and upon Licensor's prior written approval, contractors of Licensee solely for
the purpose of their providing services to Licensee relating to the subject matter of this Agreement. Licensee shall be
responsible to ensure that all Authorized Users, including contractors, comply with the Confidentiality and Restrictions
on Use terms contained herein. Further, unless otherwise noted within the Licensed Software's current Documentation,
Authorized Users will only be able to access the Licensed Software using Google Chrome web browser.
Fees
Initial set up:
Basic set up and configuration:
Licensor's fees (excluding expenses) for the initial basic set up and configuration of the Licensed Software are fixed at
$38,500, and will be billed based on the following schedule:
Invoice timing Invoice Amount*
Completion of Phase 1 $ 16,435
Completion of Phase 2 $ 16,435
Completion of Phase 3 $ 5,630
If, during the initial basic set-up, Licensee requests optional single sign -on (SSO), custom chart of account(s) (COA), or
journal entry(s) (JE) configurations, as further described within the set-up activities in Schedule B, Licensor's fees will
be fixed on a per COA and per JE basis, and billed based on the following schedule:
Custom COA configuration:
Invoice timing Invoice Amount*
Completion of Phase la $ 4,000 per COA**
Completion of Phase 2a $ 4,000 per COA**
Custom JE configuration:
Invoice timing Invoice Amount*
Completion of Phase 1b $ 6,250 per JE**
Completion of Phase 2b $ 6,250 per JE**
SSO configuration:
Invoice timing Invoice Amount*
Completion of Phase 1c $ 4,000
*The invoices will also include engagement related expenses, if any, incurred by Licensor since our last invoice in
performing the set up and configuration activities.
** Pricing is per each custom COA or custom JE requested by Licensee during the initial set up and configuration activities.
Pricing of custom configurations requested by Licensee subsequent to the completion of the initial set up and
configuration, if any, will be agreed to between the parties as described within the additional Support services paragraph
of Section II of Schedule B herein.
Onaoina license fee:
The license fee will be calculated based the number of active records' in the Licensed Software as of the invoice date,
and the cumulative total fee will be the sum of the fees for each bucket, using the price per record for each bucket of
active records per the table below.
The license fee will be invoiced
quarterly in advance, on the first
day of the calendar quarter period,
beginning on December 1, 2022
(i.e., December 1, March 1, June 1,
and September 1).
1 101 - 1,000 $5.00 per record
1,001 - 5,000
Above 5,000
$2.13 per record
$1.75 per record
' Active records represent the approved records in the Licensed Software as of the last day of the month preceding the invoice date. If a record has been
modified, only the current active version within the record chain be included in the active record count (i.e., if a record has 6 versions, only 1 record
will be counted), unless the record has been modified as "terminate lease entered in error," then such record is completely excluded from the active
count. Records that have ended/expired compared to the date in which the active record count is performed are also excluded from the active record
count. Further, for up to 2,000 automobile -related lessee lease records where all the following criteria are met, the leases will be considered as one
active record in our calculation of the active record count as of each invoice date:
• The leases have the same Master Lease Agreement reference populated in the Custom Info field named "Vehicle Master Lease Agreement ID," and
the original lease term is less than 49 months; and
• The leases have the same Lessor Name, Revised Lease Start Date (month and year) and Revised Lease End Date (month and year)
6
For example, and for illustrative purposes only, if a client has 500 records in LeaseController as of Jan 1, then the fee for
the Jan 1 invoice will be $7,000 as follows:
First 100 = $ 5,000
+ $5.00 X 400 = $ 2.000
Total fee for quarter: $7,000
License Term
The initial license term for the Licensed Software on this Schedule shall commence on the Effective Date of the Agreement
and continue until November 30, 2025 (the "Initial Term"), unless terminated in accordance with the Agreement, with
the license fee billed as noted above. Upon the expiration of the Initial Term, the license term for the Licensed Software
on this Schedule shall automatically renew for successive one (1) year renewal terms (each a "Renewal Term" and
together with the Initial Term is the "Term"), unless a party notifies the other of its intent not to renew in writing at least
sixty (60) days prior to the expiration of the then current Term. Any increase in the license fees per record applicable to
a Renewal Term shall not exceed, in percentage terms, the change over the prior twelve (12) months in the Consumer
Price Index for Urban Consumers, All U.S. Cities Average, published by the Bureau of Labor Statistics of the Department
of Labor.
If performance of this Agreement extends beyond the fiscal year end of Licensee (e.g., September 30), Licensor
acknowledges that financial obligations of Licensee payable after the current fiscal year are contingent upon funds for
that purpose being appropriated, budgeted, and or otherwise made available to Licensee. In the event funds are not
appropriated, budgeted, or otherwise available to Licensee, Licensee will notify Licensor in writing in advance of the
Licensee's current fiscal year end date and the parties agree that the Term of this Agreement will end on such fiscal year
end date.
ASSUMPTIONS
Licensee management acknowledge and agrees to the following assumptions:
Licensee will be solely responsible for the financial statements and all decisions regarding the accounting treatment
of any item or transaction (including decisions regarding its compliance with applicable accounting and reporting
requirements). Furthermore, Licensee shall be solely responsible for, among other things (1) designating a member
of management with appropriate technical accounting and reporting knowledge to oversee the Licensee's use of the
Licensed Software and to sustain meaningful and substantial involvement in all phases of this engagement; (2) any
forward -looking information (including any models, projections, forecasts, budgets, synergies, feasibility analyses,
assumptions, estimates, methodologies, or bases for support); (3) the performance of its personnel and agents; (4)
making all management decisions, performing all management functions, and assuming all management
responsibilities; (5) evaluating the adequacy and results of the Licensed Software; (6) accepting responsibility for
the inputs and outputs of the Licensed Software; and (7) establishing and maintaining internal controls, including
monitoring ongoing activities. For the avoidance of doubt, we will be responsible for the performance of the Support
services.
Licensee will not seek Licensor's opinion, and Licensor will not provide any such opinion, on the application of
accounting principles in connection with this Agreement. Furthermore, Licensee management agrees that it will not
represent to any third parties that it has obtained such opinion from Licensor under this Agreement.
Licensor is not responsible for Licensee's network connections or for conditions or problems arising from or related
to Licensee's network connections (e.g., bandwidth issues, excessive latency, network outages), or caused by the
Internet. Licensor is not responsible for the results of Licensee's access to and use of (a) networks and systems
specifications that are not provided by Licensor and/or (b) insecure transport protocols. Licensee is responsible for
configuration, management and maintenance of such networks and systems. Licensee agrees to pay any costs and
expenses related to its private network connectivity and related telecommunication materials or services. Licensee
is responsible for all costs and expenses related to remotely accessing and using software, including but not limited
to acquiring and maintaining the applicable software, equipment, and telecommunications services. Notwithstanding
anything contained in this Agreement, Licensor does not warrant that any website or software will be or operate
uninterrupted or error -free.
• Licensee acknowledges and agrees that Licensor may change the hosted solution in its sole discretion upon ninety -
day written notice to Licensee. Licensor will work with Licensee in good faith to minimize the impact of any change
in the hosted solution on the Support and Licensed Software, provided that Licensor reserves the right to modify this
Agreement to the extent reasonably necessary to align with the impact of a change in the hosted solution.
• Licensee will review and be responsible for the appropriate accounting treatment for each agreement (record), as
well as for the impact that any post -extract modification of data may have on downstream accounting treatment of
such agreements.
Licensor will not be responsible for the accuracy or completeness of any data or other information made available to
Licensor by Licensee, or obtained by Licensor from Licensee through any third -party tool, database, or software
application. Licensee further acknowledges and agrees that Licensor will have no responsibility for evaluating the
functionality of any such third -party tool, database, or software application, nor for any results obtained by Licensor
through the use of such data, information or third -party tool, database, or software application. Licensee will monitor
and be responsible for the completeness and accuracy of all such data, including data entered into the Licensed
Software. This includes:
o Ensuring that no Personally Identifiable Information (PII) or privileged or confidential third party information
is entered into the Licensed Software.
o Performing regular assessments of, and assuming responsibility for, the competency of Licensee personnel
entering, triaging, or approving reports within the Licensed Software.
o Identifying any personnel appearing to not meet one or more of the minimum competency requirements and
remediating any identified competency issues to ensure data accuracy and proper approval of monthly and
quarterly reports.
• As described within the Licensed Software's Documentation, the Licensed Software does not address all requirements
of the applicable accounting standards, including but not limited to:
LeaseController does not process actual cash payments. Only fixed minimum payments as defined by the
applicable guidance are able to be tracked and accounted for in LeaseController. Further, for long-term
subscription -based information technology arrangements (SBITAs), as defined by GASB 96, only payments that
are to be capitalized in accordance with GASB 96 are processed by the Licensed Software. Licensee is responsible
for taking appropriate steps to determine the appropriate payments to enter into the Licensed Software as well
as ensure the accuracy of the reporting based on the Licensed Software's output, such as financial reports,
according to Licensee's requirements, including with respect to the payment requirements of contractual
arrangements that fall outside the Licensed Software functionality.
o LeaseController does not generate transition entries for legacy (GASB 62) capital lease balances. Licensee will
be responsible for the generation of transition entries for such legacy balances outside of LeaseController.
o LeaseController does not generate transition entries for legacy SBITA balances, if any. If applicable, Licensee
will be responsible for the generation of transition entries for such legacy balances outside of LeaseController.
• Licensee will have overall responsibility and authority for performing testing necessary to confirm the configuration
of the Licensed Software and for implementing its output.
• Licensee is responsible for completely and accurately processing results through any Licensee systems and the
Licensed Software in order to fulfill financial statement assertions. In addition, Licensee management is responsible
for any adjustment processed and recorded outside the Licensed Software process and reports.
• Licensee will enter all data into the Licensed Software's production environment and that data will be copied and
refreshed into the standard staging environments (monthly, weekly, and daily) on a regular basis via an automatic
production backup.
• While Licensee will be able to utilize the Licensed Software to perform testing and mock reporting within the staging
environment, final go -live within the production environment cannot occur prior to Licensee's transition date for the
applicable accounting standard.
SCHEDULE B
Support services ("Support")
I. SET UP AND CONFIGURATION:
Licensor's Support related to the initial set up and configuration of the Licensed Software, and Licensee's
corresponding responsibilities are as follows:
Phase Licensor's responsibilities
1. Kickoff Conduct kickoff and one blueprinting
session (for overall site configuration) to
provide overview of LeaseController
capabilities, and to share and review the
configuration templates for capturing
Licensee information required to build the
Licensee's instance of LeaseController
(e.g., security parameters, leased asset
classifications, and data attributes
necessary for reporting)
(Optional) Conduct one blueprinting session for
la. Custom custom COA to share and review the
Blueprinting- configuration template for a custom COA
COA mapping
(Optional) Conduct one blueprinting session for
custom JE to share and review the
lb. Custom configuration template for a custom JE
Blueprinting- JE
Licensee's responsibilities
Identify and involve Licensee stakeholders necessary for
the implementation of LeaseController
Lead project management of Licensee's responsibilities,
including coordinating Licensor's requests and questions
Make decisions related to configuration requirements,
including the data fields to be captured within
LeaseController and assumptions to be used, if any
Complete, approve, and return LeaseController
configuration templates to Licensor within five business
days after completion of the kickoff and blueprinting
sessions (or such other timeline as mutually agreed to by
the parties)
Participate in custom blueprinting session(s)
Make decisions related to configuration requirements
Complete, approve, and return LeaseController custom
COA configuration templates to Licensor within five
business days after completion of the blueprinting
session(s) (or such other timeline as mutually agreed to
by the parties)
Participate in custom blueprinting session(s)
Make decisions related to configuration requirements
Complete, approve, and return LeaseController custom JE
configuration templates to Licensor within five business
days after completion of the blueprinting session(s) (or
such other timeline as mutually agreed to by the parties)
(Optional) Provide SSO configuration instructions Respond to SSO configuration instructions (including
lc. Single Sign- Configure LeaseController with SSO (SAME providing Identify Provider (IDP) certificate)
On (SSO) 2.0) Test and confirm successful SSO login
Support Licensee during SSO testing
2. Configuration Configure LeaseController according to the Create and approve LeaseController users,
completed overall site configuration roles/responsibilities and access
documentation provided by Licensee and
establish access for Licensee's Admin role Participate in training session(s)
Provide training materials (including user
guide) and conduct up to 8 hours of virtual
training session(s) for Licensee users on
the following topics:
• Basic user training
• Client Administrator training
• Close the books and reporting
• Modifications training
9
Abstract and validate contract data into LeaseController
Develop and approve test scripts, complete and approve
UAT on LeaseController, and validate the configuration
has been completed in accordance with the approved
configuration requirements (Licensor may, at its option,
provide illustrative test scripts to assist Licensee)
(If optional
Configure LeaseController for custom
phase la
COA(s) according to custom COA
elected by
configuration template provided by
Licensee)
Licensee
2a. Custom
Configuration-
COA(s)
Develop and approve test scripts, complete and approve
UAT on the custom COA to validate the configuration has
been completed in accordance with the approved
configuration requirements
(If optional Configure LeaseController for custom JE(s) Develop and approve test scripts, complete and approve
phase lb according to custom JE configuration UAT on and the custom JE to validate the configuration
elected by template provided by Licensee has been completed in accordance with the approved
Licensee) configuration requirements
2b. Custom
Configuration-
JE(s)
3. Readiness Maintain LeaseController staging and
production environment and provide
advice to Licensee while Licensee
completes its responsibilities
Modify LeaseController setup
configurations, as requested by Licensee
(i.e., items captured within the
configuration document)
If requested, load the data migration
template populated and validated by
Licensee into LeaseController
Provide Licensee with access to the
support services help desk
Create and execute plans for mock reporting, migration
and cutover, and ongoing governance / data maintenance
Abstract and validate the any remaining contracts into
LeaseController (either by manually entering such into
LeaseController or through use of the manual inbound
interface upload process), and capture transition data
(e.g., transition -related incremental borrowing rate (IBR)
or transition -related foreign exchange rates (FX))
necessary for remeasurement calculations within the
records
Continue to update and maintain records within
LeaseController on an on -going basis
Develop month end close processes and procedures for
use
Perform final review of the completeness and accuracy of
the records within LeaseController, and provide final
approval of the records within LeaseController ("go -live")
Set up and configuration will be performed in accordance with the Statement on Standards for Consulting Services
issued by the American Institute of Certified Public Accountants (AICPA). Licensor's initial basic set up activities do
not include: (a) configuration of single sign -on, any Licensee custom interfaces, custom chart of accounts, custom
journal entry report templates or custom reports, (b) abstraction of data into the Licensed Software, or (c)
populating or validating the completeness, accuracy, quality or integrity of any data within the Licensed Software
or the data migration upload template.
Licensor's set up activities are substantially complete upon completion of the Configuration phase above. We have
included 20 hours associated with the Licensor activities captured in the Readiness phase.
Set up activities are expected to occur remotely. They are estimated to begin upon Agreement execution. The
Kickoff and Configuration phases are anticipated to last approximately 6 - 10 weeks. The anticipated completion
of the basic set up is estimated to be no later than 16 weeks after Agreement execution.
Licensor has included optional SSO, custom COA, and custom JE set up activities that may be elected by Licensee
during the initial basic set up and configuration, as reflected in the Optional activities per the table above. Such
activities will not be performed until Licensee has notified Licensor in writing (email is sufficient) of its request for
such optional activities. Should Licensee request the optional SSO, custom chart of account(s), or journal entry(s)
during the initial set up, Licensor will provide an estimate of the timeline for completing such activities prior to
commencing such activities.
BE
Any requests for custom configurations, including SSO, custom COA, or custom JE, after the above initial basic set
up and configuration has been completed will follow the process outlined in the additional Support services
paragraph within Section II below.
II. ON -GOING SUPPORT
The LeaseController ongoing Support will begin after set-up and configuration of the Licensed Software has been
completed and approved by Licensee. These services consist of the following:
Licensor will engage a third party (the "Service Provider") to conduct an examination in accordance with
Statement on Standards for Attestation Engagements No. 18, as established by the American Institute of Certified
Public Accountants (AICPA), and commonly referred to as a Service Organization Controls (SOC) 1, relevant to
controls related to the LeaseController environment, and prepare a SOC 1 Type 2 report with respect thereto
(the "SOC 1 Report"). In addition, Licensor will engage the Service Provider to conduct an examination in
accordance with AT Section 101 of the Statement on Standards for Attestation Engagements to report on controls
at a Service Organization relevant to security and availability, established by the AICPA ("AICPA Standards")
and, subject to AICPA Standards, prepare a Type 2 service organization controls report with respect thereto (the
"SOC 2 Report"). Once the SOC 1 Report and SOC 2 Report are each available, upon written request from
Licensee, Licensor shall provide Licensee with one copy of the most recently available SOC 1 Report and SOC 2
Report. Licensee shall not disclose such reports, or refer to such reports in any communication, to any person
or entity other than Licensee or its independent auditors in connection with their audit of Licensee's financial
statements. In the event that Licensee has any questions regarding such reports, Licensor shall make appropriate
personnel reasonably available to discuss the contents thereof.
• Licensor will provide help desk support for up to 20 Authorized Users, identified to Licensor by Licensee, to
address technical or access issues not related to the interpretation of or application of accounting standards or
policies or controls and processes executed outside of the LeaseController environment. For each additional
Authorized User that requests help desk support as described in the previous sentence, beyond the twenty (20)
Authorized Users identified to Licensor by Licensee, Licensor will invoice Licensee $300 per calendar quarter, in
arrears.
• Help desk support will be provided 7 am to 7 pm United States Central Time Zone (CT) business hours, Monday
through Friday (the "Business Hours", collectively a "Business Day"), excluding US Bank Holidays.
• Planned downtime of the Licensed Software will be scheduled outside of the core Monday through Friday 7AM
CT to 7PM CT Business Hours. Licensor will provide Licensee seven (7) days' notice of any such planned
downtime.
• Support requests are captured in a case -management system.
o Monthly reporting is available upon request, or by a pre -defined schedule
o Reports will include cases and key -performance reporting (request categorization, initiation time,
response time, and resolution time)
Licensor's on -going Support services may consist of the following:
Licensor maintains an active disaster recovery and business continuity program, which helps
Backups to continue delivering information -technology -related services, including the Licensed
Software, should a disruption occur. Licensor shall perform backups of Licensee Data and has
designed its backup program to support a recovery point objective ("RPO") of twenty-four (24)
hours. Further, the disaster recovery program for the Licensed Software has been designed
ifl
with a recovery time objective ("RTO") of resuming operations at a disaster recovery site within
twenty-four (24) hours of the declaration of a disaster.
Training and Training and KT which focuses on the Licensed Software. The requirement for training and
Knowledge KT could result from ticket analysis, the implementation of new features/functionality or
Transfer (KT) other requests. Training will be delivered through release notes, manuals, WebEx sessions or
formalized training sessions.
Interfaces Interface support will include end -user support of the Licensed Software functionality
This will include applying upgrades to the Licensed Software and patches to address issues
with the Licensed Software as well as to address issuance of new or updates to existing
accounting guidance issued by the GASB related to the applicable accounting standards
addressed by the Licensed Software as described within the Licensed Software's then current
Upgrades and Documentation.
Patches Licensor has included up to forty (40) hours per calendar year of Support specific to services
related to making changes to Licensee's existing configurations requested by Licensee
resulting from the implementation of new functionality of the Licensed Software. If Licensee
requests additional Support beyond these forty (40) hours in a calendar year, such additional
Support will follow the process described in the paragraph immediately below.
Upon completion of the initial set-up and configuration services referenced in Section I above, Licensee may
request additional Support services such as system enhancements, data loading assistance, custom reports or
configurations, or similar system integration services related to the Licensed Software beyond those services
contemplated in the table above. Upon Licensee's request and Licensor's agreement, Licensor will provide such
additional Support services under the terms and conditions of this Agreement. For each specific additional Support
request identified and requested by the Licensee, Licensor will provide Licensee with an estimate of the timing,
hours, and expected fees to complete requested tasks, and Licensee will provide written approval (which may be
in the form of electronic communication) of such estimates prior to Licensor's commencement of the tasks.
Service Level Agreements (SLA):
• Availability/Uptime of Licensed Software ("Availability SLA"): 99.0% measured on a monthly basis,
exclusive of Excused Unavailability, as defined below. "Availability" is defined as the ability of the Licensed
Software to effectively transmit data to Licensee and receive data from Licensee.
• The target operational incident response SLAB related to support requests submitted by Authorized Users
are listed below:
Complete failure of LeaseController
resulting in a total loss of critical
LeaseController functions or a severe
degradation of LeaseController that makes
the technology unusable. All or a majority
of users are affected. Priority 1 incident
will take precedence over all other
requests, and are worked on continuously
until resolution.
IN
95% 1 hour (Business and 4 hours (Business and after
after hours) hours)
Significant loss of LeaseController
functionality or performance of
LeaseController is seriously degraded, but
operational. The problem impacts a
majority of users, but not all.
Degraded or partial loss of
LeaseController, resulting in minimal
business impact. Loss of a non -critical
function or performance of LeaseController
is degraded. Problems exist with in -scope
LeaseController components that affect
few users, thereby preventing some work
from being accomplished.
An informational inquiry or non -
reoccurring incident exists in
LeaseController that impacts the
productivity of individual users.
Workarounds are readily available.
Service Level Assumptions:
95% 4 Business Hours
95% 1 Business Day
95% 1 Business Day
1 Business Day
5 Business Days
N/A
1. Instances of unavailability of the Licensed Software due to the following shall be excluded from the SLA
calculations ("Excused Unavailability"):
i. Force Majeure;
ii. The acts or omissions of Licensee or its third -party contractors, or any events outside of Licensor's
reasonable control (such as delays caused by third -party service, software and hardware vendors,
and their related products and/or services);
iii. An assumption set forth in this Agreement is found to be invalid or inaccurate;
iv. Failure by Licensee to meet its responsibilities or obligations under this Agreement;
v. Planned or emergency maintenance of the Licensed Software.
2. Licensor will perform a root -cause analysis in cases where the Availability SLA is missed during any one month.
Licensor will maintain a summary of the root cause analysis information and the corresponding improvements
implemented, if any.
3. Licensee agrees that the SLA thresholds set forth herein with respect to the Support will not become applicable
until after set up and configuration of Licensed Software has been completed and approved by the Licensee
('SLA Start Date"), in order to allow for stabilization of the integrated solution.
4. A failure by Licensor to meet an SLA will not, in any event, constitute a breach of this Agreement
Following the SLA Start Date, in the event Licensor fails to meet the Availability SLA as stated above during
any two consecutive months other than as a result of Excused Unavailability (a "Service Level Failure"), then
Licensor shall provide Licensee a credit, upon written notification by Licensee, which is calculated as 2% of the
annualized license fee per the License Fee table in Schedule A herein (each such credit being a "Service Level
Credit") that will be applied as a reduction to Licensee's license fee reflected in the next applicable invoice. In
the event there are no further invoices, Licensor will pay the amount of the Service Level Credit to Licensee
within 30 days after the end of the last month of this Agreement.
The remedies set forth in this Section (II)(2 - 5) shall be Licensee's sole and exclusive remedy for a failure by
Licensor to meet a SLA.
13
SCHEDULE C
Reference Client and Feedback
Licensee agrees to provide product feedback to Licensor for Licensor's LeaseController application.
Reference client
Upon completion of set up and configuration services, Licensee agrees that Licensor can use Licensee as a reference
client in proposals and similar documents and Licensee is willing to be contacted by prospective LeaseController clients,
at pre -arranged and mutually agreeable times.
Product feedback
Licensor representatives will contact Licensee staff at a pre -arranged, mutually agreeable time to gather feedback on the
performance of Licensor's services and the LeaseController application. This feedback may be incorporated into future
services or development of the LeaseController application without any need to provide attribution or credit to Licensee
for suggestions made during feedback sessions. However, Licensor is under no obligation to perform additional services
for Licensee or to make any changes or updates to any application as a result of feedback received.
IV
SCHEDULE D
Data Security
1. Information Securitv Proaram
Licensor will maintain an information security program with documented policies, standards, and operational
practices, and comply with all data security and privacy laws applicable to Licensor in connection with its processing,
including storage and hosting, of Licensee Data within the Licensed Software pursuant to this Agreement.
2. Safeauards
2.1 As part of its information security program, Licensor will maintain administrative, technical and physical
safeguards in connection with the Licensed Software that are designed (a) to protect the security, confidentiality and
integrity of the Licensee Data; (b) to guard against security incidents; and (c) in accordance with ISO 27001 and
ISO 27002 or similar prevailing industry standards.
2.2 Such safeguards, processes and controls will include, at a minimum, the following:
a) access controls that grant access to Licensee Data within the Licensed Software only to authorized personnel
and remove access from personnel when are no longer authorized to have such access;
b) use of secure coding practices as part of the software development life cycle (SDLC) for the Licensed
Software;
c) administrative controls applicable to personnel, such as communication of all applicable information security
policies, background checks, security awareness training and disciplinary processes;
d) physical and environmental security of facilities, including ingress and egress logs;
e) maintenance of a security incident management program;
f) network perimeter security, including intrusion prevention systems, firewalls, activity logging and other
measures preventing attacks and restricting access to authorized individuals;
g) vulnerability management, including patching and virus scanning;
h) change management processes whereby change requests for the Licensed Software are formally approved
by appropriate Licensor personnel before changes are made to the Licensed Software, and regression and
other security testing prior to installing upgrades, code fixes, or enhancements to the Licensed Software
application;
i) encryption of Licensee Data while hosted within the Licensed Software during transit and at rest;
j) controls designed to protect the Licensed Software against viruses, malware or malicious code or other
threats that may cause the Licensed Software or Licensee Data within it to become compromised;
k) a process for regularly testing, assessing and evaluating the effectiveness of security controls, including
penetration testing and internal audit; and
1) procedures to logically segregate Licensee Data within the Licensed Software from data belonging to any
other licensees of the Licensed Software.
2.3 In response to evolving technologies, industry standards, and marketplace expectations, from time to time
Licensor may upgrade or modify the safeguards, processes and controls that it is required to maintain hereunder;
provided that such changes do not diminish the overall level of information security afforded to the Licensee Data by
the processes and controls described hereunder.
2.4 Licensor will only collect, access, use, or share Licensee Data, or transfer Licensee Data to authorized third
parties, in connection with the performance of its obligations under the Agreement, or to comply with legal
obligations. Licensor will not make any secondary or other use (e.g., for the purpose of data mining) of Licensee
15
Data except (a) as expressly authorized in writing by Licensee in connection with Licensee's use of the Licensed
Software, or (b) as required by law.
2.5 Licensor assists its licensees in fulfilling their data privacy obligations to respond to: (a) requests from individuals
with respect to their Personal Data Processed (as defined in Schedule E) by Licensor; or (b) questions relating to
Licensor's Processing of Personal Data.
3. Business Continuitv Proaram
Licensor maintains an enterprise business continuity management program for the recovery of business processes,
systems and associated data used to provide the Licensed Software. Such program includes emergency response
and disaster recovery procedures (including backup capabilities) designed to restore essential business functions
and processes within a reasonable period following the occurrence of a disaster or other unplanned interruption.
The business continuity management program shall be reviewed and tested at least annually. Upon written request,
Licensor will provide summary information to Licensee regarding its business continuity management program and
make appropriate personnel available for discussion.
4. Data Back-uD
As part of its disaster recovery processes, Licensor retains server backups for 180 days. Licensor will use industry
standard processes for backups and/or data redundancy of Licensee Data in the Licensed Software. All backup
media is encrypted during transit and at rest and securely transported.
5. Security Incident
In the event Licensor discovers an unauthorized access to or disclosure of Licensee Data in Licensor's possession
or control that compromises the confidentiality, integrity or availability of such Licensee Data (a "Security Incident"),
Licensor will (i) promptly notify Licensee thereof without undue delay after confirming the Security Incident),
investigate and take appropriate steps to halt the Incident (if it is ongoing), and remediate the root cause of the
Security Incident, and (iii) provide cooperation reasonably requested by Licensee in the furtherance of its
investigation, or its preparation of notifications to send to affected individuals, applicable regulators, or other
relevant third parties.
6. Return or Disuosal of Licensee Data
Upon termination or expiration of the Agreement, Licensee shall have thirty days to make a written request that
Licensor return Licensee Data maintained within the Licensed Software. Thereafter, Licensor shall destroy Licensee
Data maintained within the Licensed Software, except where retention is permitted for archival or backup purposes
or as otherwise required by any law, regulation or professional standard. Acceptable methods of destruction are (i)
physical destruction of the media containing such Licensee Data, (ii) deleting or otherwise modifying the Licensee
Data to make it unreadable, unreconstructable and indecipherable, or (iii) any other method specified in NIST Special
Publication 800-88 Guidelines for Media Sanitization.
IN.
SCHEDULE E
Data Protection
Licensor may Process Personal Data (as defined below) in connection with the Licensed Software, in which case it shall
protect such Personal Data as set forth herein.
1. Definitions
Capitalized terms used but not defined in this Schedule shall have the meanings set forth in the Agreement.
1.1. "Data Protection Laws" means data privacy laws addressing the protection of information relating to an
identified or identifiable natural person to the extent applicable to performance hereunder, which may include United
States federal and state data security and privacy laws, the EU General Data Protection Regulation (2016/679)
(together with relevant national implementing legislation) ("GDPR"), the United Kingdom Data Protection Act 2018,
and the Swiss Federal Act on Data Protection.
1.2. "Data Subject" means any individual about whom Personal Data may be Processed under the Agreement.
1.3. "Personal Data" has the meaning given by applicable Data Protection Laws, but shall be restricted to
information of a Data Subject that Licensee provides to Licensor in connection with the Licensed Software as identified
in Section 4 below.
1.4. "Personal Data Breach" means any breach of security leading to the accidental or unlawful destruction,
loss, alteration, unauthorized disclosure of, or access to, Personal Data.
1.5. "Process", "Processed" or "Processing" means any operation or set of operations which is performed upon
Personal Data, whether or not by automated means, such as collection, recording, organization, structuring, transfer,
storage, adaptation or alteration, retrieval, consultation, use, disclosure by transmission, dissemination, transfer or
otherwise making available, alignment or combination, restriction, erasure or destruction of Personal Data.
1.6. "Subprocessor" means any third party that Licensor engages to Process Personal Data on behalf of Licensor
to provide the Licensed Software.
1.7. "Supervisory Authority" has the same meaning as set forth in Article 4 of the GDPR or refers to the United
Kingdom Information Commissioner's Office or the Swiss Federal Data Protection and Information Commissioner.
2. Data Processing and Protection
2.1. Limitations on Use; Instructions. Licensor shall and require that Subprocessors shall, Process Personal
Data only on behalf of Licensee in accordance with the Agreement, this Schedule, Data Protection Laws to which
Licensor is subject, or documented instructions of Licensee set forth in the Agreement or otherwise. Licensee shall
limit disclosures of Personal Data to Licensor or Subprocessors to the minimum necessary for Licensor or
Subprocessors to provide the Licensed Software. Licensor shall not sell, retain, use or disclose Personal Data to any
third party as such terms are defined under applicable Data Protection Laws other than for its performance under
the Agreement. Licensor certifies that it understands the restrictions on Processing of Personal Data as set forth in
this Section.
2.2. Processing. The details of Processing are described in Section 4 (Data Processing Details) below.
2.3. Confidentiality. Access to Personal Data by Licensor and its Subprocessors shall be limited to their
authorized personnel who need to access Personal Data in connection with performing Licensor's obligations under
the Agreement, and who have committed themselves to confidentiality or are under an appropriate statutory
obligation of confidentiality.
2.4. Security. Licensor shall require its Subprocessors to implement and maintain an information security
program with appropriate technical and organizational measures to protect the security of Personal Data to a level
of security appropriate to the risk, in particular, from accidental or unlawful destruction, loss, alteration, unauthorized
disclosure of, or access to Personal Data.
2.5. Subprocessors. Licensee hereby provides a general authorization for the Processing of Personal Data by
(a) vendors providing a component of the Licensed Software under the Agreement, and (b) contractors to the extent
necessary, while providing ancillary administrative, infrastructure and other support services to Licensor, in each
case, whether located within or outside of the United States. Licensor shall not disclose, transfer and/or grant access
to Personal Data to a Subprocessor unless Licensor: (i) executes a written agreement with Subprocessor that contains
substantially similar data protection obligations imposed on Licensor by this Schedule, including implementing
In
appropriate technical and organizational measures; and (ii) remains fully responsible for Subprocessor's failure to
fulfill its obligations with respect to the Processing of Personal Data as if Licensor had failed to fulfill such obligations.
2.6. Data Subject Requests. Licensor shall promptly notify Licensee, unless specifically prohibited by applicable
law, if Licensor or Subprocessor receives: (a) any request from a Data Subject with respect to Personal Data
Processed; or (b) any complaint relating to the Processing of Personal Data. Licensor shall reasonably assist Licensee,
at Licensee's expense, to comply with any exercise of rights by a Data Subject under applicable Data Protection Laws
with respect to relevant Personal Data.
2.7. Regulatory Investigations. Licensor shall reasonably assist Licensee in the event of an investigation by a
Supervisory Authority, if and to the extent such investigation relates to Personal Data Processed.
2.8. Audit. Upon written request, Licensor shall make available to Licensee information on its Processing of
Personal Data necessary to demonstrate Licensor's compliance with its obligations herein. To the extent relevant,
this may include third party assessments or certifications of certain of Licensor's information technology controls.
Licensee shall not disclose such third party assessments, or refer thereto in any communication, to any other person
or entity.
2.9. Breach Notice. Licensor shall notify Licensee in writing without undue delay after becoming aware of any
Personal Data Breach, providing Licensee with sufficient information to allow Licensee to meet its obligations under
applicable Data Protection Laws to report to or inform Data Subjects and applicable regulators of the Personal Data
Breach.
2.10. Breach Response. Licensor shall take appropriate steps to (a) investigate and take appropriate steps to halt
any Personal Data Breach (if it is ongoing), and remediate the root cause of the Personal Data Breach and (b) provide
cooperation reasonably requested by Licensee in the furtherance of its investigation, or its preparation of notification
to send to affected Data Subjects, applicable regulators, or other relevant third parties.
2.11. Return or Disposal. Upon termination or expiration of the Agreement and Licensee's written request,
Licensor shall and require that Subprocessors shall, cease Processing Personal Data and shall destroy, or, if directed
by Licensee, shall return Personal Data in Licensor's or Subprocessor's possession or control, except where retention
is permitted for archival purposes or as otherwise required by any law, regulation or professional standard.
2.12. General Cooperation. Upon written request, Licensor shall make available information with respect to
Licensor's Processing of Personal Data to reasonably assist Licensee in fulfilling its obligations under applicable Data
Protection Laws with respect to maintaining the security of Personal Data, conducting privacy and data protection
impact assessments, and consulting with applicable Supervisory Authorities.
3. International Data Transfer
To the extent that any Personal Data is accessed by Licensor, or transferred to Licensor, in a country outside the
European Economic Area, Switzerland, or the United Kingdom, the EU Standard Contractual Clauses adopted as
European Commission Decision 2021/914/EU ("SCCs") shall apply between Licensor and Licensee, unless such access
or transfer is based on another valid alternative, including, but not limited to: (a) any successor program to the EU-
U.S. or Swiss-U.S. Privacy Shield Frameworks; (b) Binding Corporate Rules; (c) an approved code of conduct or
approved certification; or (d) a valid adequacy determination of a country or territory by a Supervisory Authority
with jurisdiction over the Licensee.
The parties agree that: (a) Module 2 or Module 3 of the SCCs shall be incorporated into this Agreement (as
applicable); (b) Clause 7 of the SCCs does not apply, and (c) the option in Clauses 11a of the SCCs does not apply.
Before disclosing a copy of the SCCs per Clause 8.3, the disclosing party must redact all commercial terms including
without limitation liability terms, Annex II, and any other detailed security terms. The parties agree that the
references to local law in the SCCs include applicable professional standards. The parties choose Option 1 of Clause
17, and agree the SCCs shall be governed by the law of the EU Member State in which the data exporter is established
and per Clause 18(b) disputes arising under the SCCs shall be resolved in the courts of the same EU Member State.
To the extent Licensee acts as a data processor for its affiliates that are data controllers, Licensee shall communicate
with, including obtaining any necessary authorizations from, any such controllers with respect to matters that require
communication to such controllers per Section 2.5 of this Schedule and Clause 9 of the SCCs. The parties agree that
the audit provisions in the SCCs are subject to 2.8 and 2.12 of this Schedule E. Licensor and Licensee agree that
Section 4 of this Schedule E shall serve as Appendix 1 to the SCCs, and Schedule D to the Agreement shall serve as
Appendix 2 to the SCCs. For the avoidance of doubt, any limitations of liability, including limitations on indemnities,
set forth in the Agreement apply with respect to liability arising under the SCCs.
4. Data Processing Details
18
A. List of Parties
Data Exporter City of Forth Worth
Address address of signatory
Contact person's name, position and contact details individual signing the Addendum for Licensee
Activities relevant to the data transferred under these Licensee of the Licensed Software and related
clauses Support as set forth in the Agreement
Signature and Date See signature page of Addendum
Data Importer
Address
Contact person's name, position and contact details
Activities relevant to the data transferred under these
clauses
Role (controller/processor)
Signature and Date
B. Descriotion of Transfer
Categories Of Data Subjects Whose Personal Data Is
Transferred:
Categories Of Personal Data Transferred:
Sensitive Data Transferred (If Applicable) And Applied
Restrictions Or Safeguards That Fully Take Into
Consideration The Nature Of The Data And The Risks
Involved, Such As For Instance Strict Purpose
Limitation, Access Restrictions (Including Access Only
For Staff Having Followed Specialized Training),
Keeping A Record Of Access To The Data, Restrictions
For Onward Transfers Or Additional Security Measures:
Deloitte & Touche LLP
30 Rockefeller Plaza, New York, NY 10112
Hillel Caplan, Partner
See Section B below and the Agreement
Processor
See signature page of Addendum
Employees or contractors of Licensee operating as
Authorized Users of the Licensed Software.
Names and email address of Authorized Users for
purposes of providing User IDs to access the
Licensed Software provided by Licensor to Licensee.
None.
The Frequency Of The Transfer (E.G. Whether The Data Continuous basis while Licensor is providing the
Is Transferred On A One -Off Or Continuous Basis): Licensed Software.
Nature Of The Processing:
Purpose Of The Data Transfer And Further Processing
Licensor provides the Licensed Software and related
Support as further described in the Agreement.
The purpose of the data transfer and further
processing is to enable Licensor to provide the
Licensed Software and related Support to Licensee
as set forth in the Agreement.
The Period For Which The Personal Data Will Be The duration of the Processing is for so long as
Retained, Or, If That Is Not Possible, The Criteria Used Licensor provides the Licensed Software for Licensee
To Determine That Period: or Processes Personal Data.
For Transfers To (Sub-) Processors, Also Specify Processing by (sub) -processors in support of
Subject Matter, Nature And Duration Of The Processing: Licensor related to the provision of the Licensed
Software and related Support to Licensee as set
forth in the Agreement.
19
C. Comnetent Sunervisory Authoritv
Identify The Competent Supervisory Authoritylies In Accordance With Clause 13 Of The SCCs (when the SCCs
are applicable to this Agreement):
The supervisory authority/ies of the following countries: the country where the data exporter is established.
20
ADDENDUM TO SOFTWARE LICENSE AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
DELOITTE & TOUCHE LLP
This Addendum to Software License Agreement ("Addendum") is entered into by and
between Deloitte & Touche LLP ("Vendor") and the City of Fort Worth ("City"), collectively the
"parties."
The Contract documents shall include the following:
1. The Software License Agreement; and
2. This Addendum.
Notwithstanding any language to the contrary in the attached Software License Agreement
(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 last signed by the parties
below ("Effective Date") and shall expire no later than November 30, 2025 ("Expiration Date"),
unless terminated earlier in accordance with the provisions of this Agreement or otherwise
extended by the parties. This Agreement will renew automatically in successive unlimited one (1)
year renewal periods, each a "Renewal Term" unless a party notifies the other of its intent not to
renew in writing at least sixty (60) days prior to the expiration of the then current Term. Additional
terms relating to fees for Renewal Terms are as set forth in Schedule A of the Agreement.
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 30 days written notice of
termination.
b. Breach. If either party commits a material breach of the Agreement, the non -
breaching Party must give written notice to the breaching parry 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 parry 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 Funding Out. In the event no funds or insufficient funds are
appropriated by City in any fiscal period for any payments due hereunder, City will notify
Vendor of such occurrence in writing in advance of the City's current fiscal year end date
Addendum Page 1 of 9
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 amounts due for the portions of services or licenses provided
during the current fiscal year for 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 or prior to the end of any Renewal Term, 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. For fixed fee services where
such services were not completed prior to the termination date, City will pay Vendor a pro-
rata amount of the fixed fee for such services. In addition, City acknowledge and agrees
that the quarterly license fees invoiced in advance for the Licensed Software are
nonrefundable in the event of any early termination. In the event Vendor has received
access to City information or data as a requirement to perform hereunder, Vendor shall
return all City provided data to City in a machine readable format or other format deemed
acceptable to City as further set forth in the Agreement.
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. Linked Terms and Conditions. If the Agreement contains a website link to terms
and conditions, the linked terms and conditions located at that website link as of the effective date
of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the
extent that the linked terms and conditions conflict with any provision of either this Addendum or
the Agreement, the provisions contained within this Addendum and the Agreement shall control.
If any changes are made to the linked terms and conditions after the date of the Agreement, such
changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently
demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the
linked terms and conditions are hereby deleted and void.
6. 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
Addendum Page 2 of 9
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.
7. Sovereign Immunitv. 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.
8. Indemnity. To the extent the Agreement, in any way, requires City to indemnify or
hold Vendor or any third party harmless from damages of any kind or character, City objects to
these terms and any such terms are hereby deleted from the Agreement and shall have no force or
effect.
9. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own
cost and expense, including the payment of attorney's fees, any third party claim or action against
the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other
intellectual property right arising from City's use of the Licensed Software, or any part thereof, in
accordance with the Agreement, it being understood that the agreement to indemnify, defend, settle
or pay shall not apply (i) if City modifies or misuses the Licensed Software, (ii) to information or
materials within the Licensed Software provided by City, or (iii) to use of the Licensed Software
in combination with any platform, product, network or data not provided by Vendor. So long as
Vendor bears the cost and expense of payment for claims or actions against the City pursuant to
this section 9, Vendor shall have the right to conduct the defense of any such claim or action and
all negotiations for its settlement or compromise and to settle or compromise any such claim;
however, City shall have the right to fully participate in any and all lawsuits as necessary to protect
the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for
whatever reason, assumes the responsibility for payment of costs and expenses for any claim or
action brought against the City for infringement arising under the Agreement, the City shall have
the sole right to conduct the defense of any such claim or action and all negotiations for its
settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully
participate and cooperate with the City in defense of such claim or action. City agrees to give
Vendor timely written notice of any such claim or action, with copies of all papers City may
receive relating thereto. If the Licensed Software, or any part thereof, is held to infringe and the
use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is
materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either:
(a) procure for City the right to continue to use the Licensed Software; or (b) modify the Licensed
Software to make it non -infringing, provided that such modification does not materially adversely
affect City's authorized use of the Licensed Software; or (c) replace the Licensed Software
with equally suitable, compatible, and functionally equivalent non -infringing Licensed Software
at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available
to Vendor, terminate the Agreement, and refund a pro-rata portion of all amounts paid to Vendor
by the City. VENDOR SHALL SECURE THE REQUISITE INSURANCE COVERAGE
REQUIRED BY CITY HEREUNDER.
10. Data Breach. In addition to the data security safeguards set forth in Schedule D
(Data Security) of the Agreement, Vendor further agrees that it will monitor and test its data
Addendum Page 3 of 9
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
becomes aware of any unauthorized access to any Personal Data (as defined in Schedule E of the
Agreement) held or stored by Vendor under the Agreement or in connection with the performance
of any services performed under the Agreement that compromises the confidentiality, integrity or
availability of such Personal Data ("Data Breach", also referred to as a "Security Incident" in the
Agreement), Vendor shall promptly notify City in writing without undue delay after confirming
the Data Breach and shall at Vendor's expense take appropriate steps to prevent or stop such Data
Breach. In the event of such Data Breach, Vendor shall comply with applicable laws, and shall
take the appropriate steps to remedy such Data Breach. 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, or as required by law. Vendor will not transfer
Personal Data to third parties other than through its underlying network provider and to
Subprocessors (as defined in Schedule E of the Agreement) to perform its obligations under the
Agreement, unless authorized in writing by City. 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. City
acknowledges that help desk Support for the Licensed Software is provided by Vendor's subsidiary
located in India, therefore should City request help desk Support from Vendor that requires City
to transfer Personal Data to Vendor, City will access Vendor's help desk Support and provide such
Personal Data through the online support portal within the Licensed Software (and not through
electronic mail).
11. 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.
12. Insurance. Vendor agrees to obtain the insurance coverage as set forth below.
13. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is
understood and agreed that all obligations of City hereunder are subject to the availability of funds.
If such funds are not appropriated or become unavailable, City shall have the right to terminate the
Agreement except for those portions of funds which have been appropriated prior to termination
as further set forth in Section 2(c) (Fiscal Funding Out) above.
14. Public Information. City is a government entity under the laws of the State of Texas
and shall comply with 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.
Addendum Page 4 of 9
15. Addendum Controlling. If any provisions of the attached Agreement, conflict with
the terms herein, the terms in this Addendum shall control.
16. Immigration Nationalitv 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 I-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.
17. No Bovcott of Israel. If Vendor has fewer than 10 employees or the Agreement is
for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with
Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with
a company for goods or services unless the contract contains a written verification from the
company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those
terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor
certifies that Vendor's signature provides written verification to City that Vendor: (1) does not
boycott Israel; and (2) will not boycott Israel during the term of the Agreement.
18. Riaht to Audit. Vendor agrees that City shall, until the expiration of two (2) years
after final payment under the Agreement, have access to and the right to examine any directly
pertinent billing and payment books, documents, papers and records of Vendor involving such
transactions relating to the Agreement at City's expense. Vendor agrees that City shall have access
during normal working hours to all such billing and payment records 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. City may
exercise such right no more than once per calendar year during the period within which Vendor is
obligated to maintain such records hereunder. Records made available to City under this Section
may be redacted by Vendor to the extent necessary to protect its proprietary and confidential
information.
19. Prohibition on Bovcottin2 Enerav 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
Addendum Page 5 of 9
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.
20. 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.
21. Insurance.
1.1. The Vendor shall carry the following insurance coverage with a company
that is licensed or legally authorized to do business in Texas or otherwise approved by the
City:
1.1.1. Commercial General Liability:
1.1.1.1. Combined limit of not less than $2,000,000 per
occurrence; $4,000,000 aggregate; or
1.1.1.2. 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.
1.1.1.3. Defense costs shall be outside the limits of liability.
1.1.2. Statutory Workers' Compensation and Employers' Liability
Insurance requirements per the amount required by statute.
1.1.3. Technology Liability (Errors & Omissions)
1.1.3.1. Limit not less than $2,000,000 per claim for
Addendum Page 6 of 9
wrongful acts; $4million aggregate.
1.1.3.2.
1.1.3.3. Coverage shall include, but not be limited to, the
following:
virus;
1.1.3.3.1. Failure to prevent unauthorized access;
1.1.3.3.2. Unauthorized disclosure of information;
1.1.3.3.3. Implantation of malicious code or computer
1.1.3.3.4. Fraud, Dishonest or Unintentional Acts;
1.1.3.3.5. 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;
1.1.3.3.6. Technology coverage may be provided
through a separate policy specific to Technology E&O or included
within a combined Professional Liability coverage form. Any
deductible will be the sole responsibility of the Vendor and may not
exceed $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 subject to
continued commercial availability. An annual industry standard
ACORD certificate of insurance shall be submitted to the City to
evidence coverage; and
1.1.3.3.7. Any other insurance as reasonably requested
by City.
1.2. General Insurance Requirements:
1.2.1. All applicable policies, excluding Worker's Compensation,
Employer's Liability and Technology Liability (Errors & Omissions) shall include
the City as an additional insured thereon, as its interests may appear with respect to
Vendor's acts or omissions in performance under this Agreement. The term City
Addendum Page 7 of 9
shall include its employees, officers, officials, agents, and volunteers in respect to
the contracted services.
1.2.2. The workers' compensation policy shall include a Waiver of
Subrogation (Right of Recovery) in favor of the City of Fort Worth.
1.2.3. 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 unless replacement coverage
meeting the terms and conditions hereunder is obtained without lapse. 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.
1.2.4. 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 the equivalent rating from another
nationally recognized ratings provider, 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.
1.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
1.2.6. 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.
(signature page follows)
Addendum Page 8 of 9
ACCEPTED AND AGREED:
City: City of Fort Worth
By: Reginald 28,202211:41 CST)
Name: Reginald Zeno
Title: Chief Financial Officer
Date: Nov 28, 2022
Vendor: Deloitte & Touche LLP
By: WA� C
Name: Hillel Caplan
Title: Partner
Date: Nov 22, 2022
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
BY ,A� feu
Name: Tony Rousseau, CPA, CTP, CPFO,
CGFO
Title: Assistant Finance Director, City
Controller
Approved as to Form and Legality:
�By: 5�
Name: Taylor Paris
Title: Assistant City Attorney
Contract Authorization:
M&C: NA
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 and reporting
requirements.
By: Ashley Clennent(Nov 28, 202209:20 CST)
Name: Ashley Clement
Title: Financial Reporting Manager
City Secretary:
7a#w4es S Goodall
By: Jannette S. Goodall (Nov 29, 202216:10 CST)
Name: Jannette S. Goodall
Title: City Secretary
Addendum Page 9 of 9
Deloitte & Touche LLP
30 Rockefeller Plaza
New York, NY 10112
February 14, 2023
The City of Fort Worth
Re: Software License Agreement, including the Addendum attached
thereto between the City of Fort Worth ("you") and Deloitte & Touche
LLP
To Whom It May Concern,
As you may know, Deloitte & Touche LLP ("Deloitte & Touche") has entered into a
definitive agreement under which LeaseAccelerator Services, LLC ("LeaseAccelerator") will
acquire from Deloitte & Touche and its affiliates, as applicable, the "LeaseController" business
(the "LeaseController Business"). LeaseAccelerator is a leading provider of integrated solutions
for the lease accounting industry. You are receiving this letter agreement because you and Deloitte
& Touche are currently parry to the following agreement related to the LeaseController Business:
the Software License Agreement, including the addendum attached thereto, dated November 28,
2022 (the "Agreement"). Deloitte & Touche and LeaseAccelerator anticipate that the closing of
the transaction (the "Closing") will occur in May, 2023.
Notice
This letter agreement constitutes notice to you of the assignment of the Agreement to
LeaseAccelerator, effective as of the Closing. In furtherance of the foregoing, LeaseAccelerator
has agreed by its signature below that, effective as of the Closing, it will be entitled to all of our
rights and shall assume responsibility for, and be bound by, all of our obligations to you arising
after the Closing related to the performance under the Agreement, in each case except to the extent
that the Services thereunder have already been completed by the Closing. In addition, in
connection with the foregoing, all of your data and confidential information provided to us in
connection with the Agreement will be transferred to LeaseAccelerator at or after the Closing.
Interpretation of the Agreement
With effect as of the Closing, all references to Deloitte & Touche (or any defined term that
represents Deloitte & Touche) in the Agreement shall be deemed to be references to
LeaseAccelerator. Your obligations under the Agreement will remain unchanged, except that from
and after the Closing they will be in favor of LeaseAccelerator rather than Deloitte & Touche.
Similarly, any obligations owed to you under the Agreement and arising after the Closing will
remain unchanged, except that they will be the responsibility of LeaseAccelerator rather than
Deloitte & Touche.
DB1/ 133502415.2
Any legal notices or similar communications after the Closing should be directed to:
LeaseAccelerator Services, LLC
10740 Parkridge Blvd, Suite 701
Reston, VA 20191
Attn: Michael Keeler
Email: keeler@leaseaccelerator.com
This letter agreement shall be governed by the law governing the Agreement, without
regard to conflict of law issues, and shall be binding upon the parties and their respective
successors and assigns.
If you have any questions, please feel free to contact Artur Niyazov at 212-436-7639.
Thank you very much.
[signature page follows]
DB1/ 133502415.2
Sincerely,
DELOITTE & TOUCHE LLP
BY: giv Ca�X�ctn'V
Name: Hillel Caplan
Title: Partner
DB1/ 133502415.2 [Signature Page to Letter Agreement]
ACCEPTED AND AGREED:
LEASEACCELERATOR SERVICES, LLC
Name: Alison K Engel
Title: Chief Financial Officer
DB1/ 133502415.2 [Signature Page to Letter Agreement]
Request for Taxpayer
Give Form to the
Form
(Rev. October2018) Identification Number and Certification
requester. Do not
Department of the Treasury
send to the IRS.
Internal
Revenue Service ► Go to www.irs.gov/FormW9 for instructions and the latest information.
1 Name (as shown on your income tax return). Name is required on this line; do not leave this line blank.
LeaseAccelerator Inc
2 Business name/disregarded entity name, if different from above
LeaseAccelerator Services LLC, EZLease LLC
�P
3 Check appropriate box for federal tax classification of the person whose name is entered on line 1. Check only one of the
Y
4 Exemptions codes apply only to
P� ( PP Y Y
ca
following seven boxes.
certain entities, not individuals; see
a
instructions on page 3):
o
ElIndividual/sole proprietor or ❑d C Corporation ElS Corporation ElPartnership ElTrust/estate
to
ai c
single -member LLC
Exempt payee code (if any)
❑ Limited liability company. Enter the tax classification (C=C corporation, S=S corporation, P=Partnership) ►
`o
Note: Check the appropriate box in the line above for the tax classification of the single -member owner. Do not check
Exemption from FATCA reporting
+�`.
.9 to
E
LLC if the LLC is classified as a single -member LLC that is disregarded from the owner unless the owner of the LLC is
code (if any)
a c
another LLC that is not disregarded from the owner for U.S. federal tax purposes. Otherwise, a single -member LLC that
is disregarded from the owner should check the appropriate box for the tax classification of its owner.
d
❑ Other (see instructions) ►
(Applies to accounts maintained outside the U.S.)
N
5 Address (number, street, and apt. or suite no.) See instructions. Requester's name and address (optional)
a)
10740 Parkridqe Boulevard Suite 701,
6 City, state, and ZIP code
Reston, VA 20191
7 List account number(s) here (optional)
Taxpayer Identification Number (TIN)
Enter your TIN in the appropriate box. The TIN provided must match the name given on line 1 to avoid Social security number
backup withholding. For individuals, this is generally your social security number (SSN). However, for a — m
resident alien, sole proprietor, or disregarded entity, see the instructions for Part I, later. For other
entities, it is your employer identification number (EIN). If you do not have a number, see How to get a
TIN, later. or
Note: If the account is in more than one name, see the instructions for line 1. Also see What Name and I Employer identification number
Number To Give the Requester for guidelines on whose number to enter.
M47 - 4I0I0 9 2 9I8
JIM Certification
Under penalties of perjury, I certify that:
1. The number shown on this form is my correct taxpayer identification number (or I am waiting for a number to be issued to me); and
2. 1 am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified by the Internal Revenue
Service (IRS) that I am subject to backup withholding as a result of a failure to report all interest or dividends, or (c) the IRS has notified me that I am
no longer subject to backup withholding; and
3. 1 am a U.S. citizen or other U.S. person (defined below); and
4. The FATCA code(s) entered on this form (if any) indicating that I am exempt from FATCA reporting is correct.
Certification instructions. You must cross out item 2 above if you have been notified by the IRS that you are currently subject to backup withholding because
you have failed to report all interest and dividends on your tax return. For real estate transactions, item 2 does not apply. For mortgage interest paid,
acquisition or abandonment of secured property, cancellation of debt, contributions to an individual retirement arrangement (IRA), and generally, payments
other than interest and dividends, you are not required to sign the certification, but you must provide your correct TIN. See the instructions for Part 11, later.
Sign Signature of
Here U.S. person ► 4""'-' 5%
General Instructions
Section references are to the Internal Revenue Code unless otherwise
noted.
Future developments. For the latest information about developments
related to Form W-9 and its instructions, such as legislation enacted
after they were published, go to www.irs.gov/FormW9.
Purpose of Form
An individual or entity (Form W-9 requester) who is required to file an
information return with the IRS must obtain your correct taxpayer
identification number (TIN) which may be your social security number
(SSN), individual taxpayer identification number (ITIN), adoption
taxpayer identification number (ATIN), or employer identification number
(EIN), to report on an information return the amount paid to you, or other
amount reportable on an information return. Examples of information
returns include, but are not limited to, the following.
• Form 1099-INT (interest earned or paid)
Date► 05/01/2023
• Form 1099-DIV (dividends, including those from stocks or mutual
funds)
• Form 1099-MISC (various types of income, prizes, awards, or gross
proceeds)
• Form 1099-B (stock or mutual fund sales and certain other
transactions by brokers)
• Form 1099-S (proceeds from real estate transactions)
• Form 1099-K (merchant card and third party network transactions)
• Form 1098 (home mortgage interest), 1098-E (student loan interest),
1098-T (tuition)
• Form 1099-C (canceled debt)
• Form 1099-A (acquisition or abandonment of secured property)
Use Form W-9 only if you are a U.S. person (including a resident
alien), to provide your correct TIN.
If you do not return Form W-9 to the requester with a TIN, you might
be subject to backup withholding. See What is backup withholding,
later.
Cat. No. 10231X Form W-9 (Rev. 10-2018)