HomeMy WebLinkAboutContract 59684DocuSign Envelope ID: 38DBBFEA-285A-4F7C-AED6-DCBBD54459E7
FORT WORTH
CITY OF FORT WORTH
CSC No. 59684
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between Cornerstone
OnDemand, Inc. ("Seller") and the City of Fort Worth, ("Buyer"), a Texas home rule municipality.
The Cooperative Purchase Agreement includes the following documents which shall be construed in the
order of precedence in which they are listed:
1. This Cooperative Purchase Agreement;
2. Exhibit A — City's Terms and Conditions;
3. Exhibit B — Conflict of Interest Questionnaire.
4. Exhibit C — Texas Department of Information Resources DIR-CPO-5036;
5. Exhibit D — DIR-CPO-5036 Price List, Statement of Work, and Quote Q-00139788; and
6. Exhibit E — Service Agreement
Exhibits A, B, C, D, and E which are attached hereto and incorporated herein, are made a part of
this Agreement for all purposes. Seller agrees to provide Buyer with the services and goods included in
Exhibit D pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all
exhibits thereto. In the event of a conflict between Exhibit A — City's Terms and Conditions and Exhibit
C — DIR-CPO-5036 (including its Appendix A, Standard Terms and Conditions), then, as stated in
Section 10.a of Exhibit C, Exhibit C — DIR-CPO-5036 shall control.
Buyer shall pay Seller in accordance with the Quote Q-00139788 in Exhibit D and in accordance
with the provisions of this Agreement. Total payment made under this Agreement for the first and second
year shall not exceed the amount provided in Quote Q-00139788 by Buyer or the amount of THREE
HUNDRED ONE THOUSAND TWO HUNDRED SIXTYSEVEN DOLLARS AND FIFTY CENTS
($301,267.50), the annual cost is subject to an annual uplift of 3%. Seller shall not provide any additional
items or services or bill for expenses incurred for Buyer not specified by this Agreement unless Buyer
requests and approves in writing the additional costs for such services. Buyer shall not be liable for any
additional expenses of Seller not specified by this Agreement unless Buyer first approves such expenses
in writing.
The term of this Agreement is effective beginning on the date signed by the Assistant City
Manager below ("Effective Date") and, unless earlier terminated by Buyer according to the terms of this
Agreement, expires upon the expiration or termination of all Orders. Pursuant to section 4.5 of Appendix
A, Standard Terms and Conditions of DIR-CPO-5036, all Orders issued and accepted by Seller shall
survive the expiration or termination of the DIR-CPO-5036 Contract for the term of the Order, unless
the Buyer terminates the Order sooner. For the sake of clarity, no Order shall survive the expiration or
termination of the DIR-CPO-5036 Contract for more than three (3) years, and no new orders may be
issued by Seller or accepted by Buyer after the expiration or termination of the DIR-CPO-5036 Contract.
This agreement may be amended to reflect the successive DIR Cooperative Agreement to DIR-CPO-
5036 and be renewed annually in accordance with the terms of that DIR Cooperative Agreement.
[signature page following)
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
DocuSign Envelope ID: 38DBBFEA-285A-4F7C-AED6-DCBBD54459E7
The undersigned represents and warrants that he or she has the power and authority to execute
this Agreement and bind the respective Vendor.
CITY OF FORT WORTH:
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By: Valerie ashington (Jun 29, 202312:21 CDT)
Name: Valerie Washington
Title: Assistant City Manager
Date: J U n 29, 2023
APPROVAL RECOMMENDED:
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By:
Name: Kevin Gunn
Title: Director, IT Solutions Department
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By:
Name: Jannette Goodall
Title: City Secretary
SELLER:
Cornerstone OnDemand, Inc.
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Title: GVP Sales, North America
Date: June 6, 2023
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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: Steven Vandever(Jun 27,202317:49 CDT)
Name: Steven Vandever
Title: Sr. IT Solutions Manager
/" 77
-
By:
Name: Taylor Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: 23-0526
Approved: 6/27/2023
Form 1295: 2023-999457
ATTEST:
By:
Name:
Title:
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
DocuSign Envelope ID: 38DBBFEA-285A-4F7C-AED6-DCBBD54459E7
Exhibit A
CITY OF FORT WORTH, TEXAS
TERMS AND CONDITIONS
1. 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.
2. 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. Notwithstanding the foregoing sentence, the Seller's Service Level Agreement may be updated
and/or changed from time to time upon reasonable notice to Buyer; provided, however, that the service
levels shall not be materially diminished at any time during the Term. 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.
3. Insurance. The City is a governmental entity under the laws of the state of Texas and
pursuant to Chapter 2259 of the Texas Government Code, entitled "Self -Insurance by Governmental
Units," is self -insured and therefore is not required to purchase insurance. To the extent the Agreement
requires City to purchase insurance, City objects to any such provision, the parties agree that any such
requirement shall be null and void and is hereby deleted from the Agreement and shall have no force or
effect. City will provide a letter of self -insured status as requested by Vendor.
4. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign immunity.
To the extent the Agreement requires City to waive its rights or immunities as a government entity; such
provisions are hereby deleted and shall have no force or effect.
5. Limitation of Liability. Pursuant to Section 10.12.B of Appendix A, the City and Vendor
agree to the following:
"Except as otherwise stated in 10.12.A and 10.12.0 of Appendix A, each party's maximum
aggregate liability arising out of or relating to this Agreement, regardless of the theory of liability,
will be limited to two times (2X) the total fees paid or payable by City to Vendor hereunder for
the twelve-month period immediately preceding the date the cause of action arose. The parties
acknowledge that the fees agreed upon between City and Vendor are based in part on this
limitation, and that this limitation will apply notwithstanding any failure of any essential purpose
of any limited remedy. The foregoing shall not apply to a party's payment obligations under the
Agreement.
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6. Data Breach. Vendor agrees that it will monitor and test its data safeguards from
time to time, and further agrees to adjust its data safeguards from time to time in light of relevant
circumstances or the results of any relevant testing or monitoring. If Vendor suspects or becomes
aware of any unauthorized access to any personal identifiable information ("Personal Data") by
any unauthorized person or third party, or becomes aware of any other security breach relating
to Personal Data held or stored by Vendor under the Agreement or in connection with the
performance of any services performed under the Agreement or any Statement(s) of Work ("Data
Breach"), Vendor shall notify City in writing without undue delay, but in no event more than 48
hours after reasonable suspicion or confirmation of such Data Breach, and shall work to prevent
or stop such Data Breach. In the event of such Data Breach, Vendor shall fully and immediately
comply with applicable laws to which Vendor is subject, 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, any applicable Statement(s) of Work, or as required by law. Vendor will
not transfer Personal Data to third parties other than through its underlying network provider to
perform its obligations under the Agreement, unless authorized in writing by City. Vendor's
obligation to defend, hold harmless and indemnify City shall remain in full effect if the Data
Breach is the result of the actions of a third party. All Personal Data delivered to Vendor shall be
stored in the United States or other jurisdictions approved by City in writing and shall not be
transferred to any other countries or jurisdictions without the prior written consent of City.
7. 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.
8. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is sufficient
for purposes of the Agreement only.
9. 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.
10. Public Information. City is a government entity under the laws of the State of Texas and
all documents held or maintained by City are subject to disclosure under the Texas Public Information
Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby
objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no
force or effect. In the event there is a request for information marked Confidential or Proprietary, City
shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to
disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by
the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction.
11. 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
DocuSign Envelope ID: 38DBBFEA-285A-4F7C-AED6-DCBBD54459E7
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.
12. Prohibition on Bovcottinl? Ener2v Companies. Vendor acknowledges that in accordance
with Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, §
2, the City is prohibited from entering into a contract for goods or services that has a value of $100,000
or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more
full-time employees unless the contract contains a written verification from the company that it: (1) does
not boycott energy companies; and (2) will not boycott energy companies during the term of the contract.
The terms "boycott energy company" and "company" have the meaning ascribed to those terms by
Chapter 2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To
the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this
Agreement, Vendor certifies that Contractor's signature provides written verification to the City that
Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during
the term of this Agreement.
13. 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.
DocuSign Envelope ID: 38DBBFEA-285A-4F7C-AED6-DCBBD54459E7
Exhibit B — CONFLICT OF INTEREST QUESTIONNAIRE
Pursuant to Chapter 176 of the Local Government Code, any person or agent of a person who
contracts or seeks to contract for the sale or purchase of property, goods, or services with a local
governmental entity (i.e. The City of Fort Worth) must disclose in the Questionnaire Form CIQ
("Questionnaire") the person's affiliation or business relationship that might cause a conflict of
interest with the local governmental entity. By law, the Questionnaire must be filed with the Fort
Worth City Secretary no later than seven days after the date the person begins contract discussions
or negotiations with the Buyer, or submits an application or response to a request for proposals or
bids, correspondence, or another writing related to a potential agreement with the Buyer. Updated
Questionnaires must be filed in conformance with Chapter 176.
A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The form is also
available at htty://www.ethics.state.tx.us/forms/CIO.udf.
If you have any questions about compliance, please consult your own legal counsel. Compliance
is the individual responsibility of each person or agent of a person who is subject to the filing
requirement. An offense under Chapter 176 is a Class C misdemeanor.
NOTE: If you are not aware of a Conflict of Interest in any business relationship that you
might have with the Buyer, state Seller name in the # 1, use N/A in each of the areas on the
form. However, a signature is required in the #4 box in all cases.
DocuSign Envelope ID: 38DBBFEA-285A-4F7C-AED6-DCBBD54459E7_..bit B
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
FORM CIQ
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who Date Received
has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the
vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local governmental entity not later
than the 7th business day after the date the vendor becomes aware of facts that require the statement to be
filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An
offense under this section is a misdemeanor.
J Name of vendor who has a business relationship with local governmental entity.
Cornerstone OnDemand Inc
21 ❑ Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated
completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which
you became aware that the originally filed questionnaire was incomplete or inaccurate.)
J Name of local government officer about whom the information is being disclosed.
Name of Officer
J Describe each employment or other business relationship with the local government officer, or a family member of the
officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer.
Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form
CIO as necessary.
A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income,
other than investment income, from the vendor?
Yes F-1 No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction
of the local government officer or a family member of the officer AND the taxable income is not received from the
local governmental entity?
F]Yes F1 No
J Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or
other business entity with respect to which the local government officer serves as an officer or director, or holds an
ownership interest of one percent or more.
J
❑Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts
as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1).
J
/-64ti- 3/27/2023
Signature of vendor doing business with the governmental entity Date
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015
DocuSign Envelope ID: 38DBBFEA-285A-4F7C-AED6-DCBBD54459E7
Contract Number
DIR-CPO-5036
Vendor lnformation
Cornerstone DnDemand,
Inc.
Vendor ID: 11340631979
HUB Type: Non HUB d
RFO: DIR-CPO-TMP-449
Contract Status: Active
EXHIBIT C
DIR-CPO-5036
VENDOR CONTACT:
Amanda Bravick E?
Phone:3103829420
Vendor Website Gr
Contract Term Date: 11115123
Contract Expiration ❑ate: 11/15/24
DIR CONTACT:
Maria Gutierrez [r
Phone: {512j 463-8989
DocuSign Envelope ID: 38DBBFEA-285A-4F7C-AED6-DCBBD54459E7
DIR Contract No. DIR-CPO-5036
Cornerstone OnDemand, Inc. - 13-4068197
STATE OF TEXAS
DEPARTMENT OF INFORMATION RESOURCES
CONTRACT FOR PRODUCT, SERVICES, AND RELATED SERVICES
CORNERSTONE ONDEMAND, INC.
Introduction
1.1 Parties
This contract for Software Solutions (this "Contract") is entered into between the State of Texas,
acting by and through the Department of Information Resources (hereinafter "DIR") with its
principal place of business at 300 West 15t' Street, Suite 1300, Austin, Texas 78701, and
Cornerstone OnDemand, Inc., a Delaware corporation (hereinafter "Successful Respondent"),
with its principal place of business 1601 Cloverfield, Blvd., Suite 620S, Santa Monica, CA
90401.
1.2 Compliance with Procurement Laws
This Contract is the result of compliance with applicable procurement laws of the State of Texas.
DIR issued a solicitation on the Comptroller of Public Accounts' Electronic State Business
Daily, Request for Offer (RFO) DIR-CPO-TMP-449, on Mach 10, 2020, for Software Solutions
(the "RFO"). Upon execution of all Contracts, a notice of award for DIR-CPO-TMP-449 shall be
posted by DIR on the Electronic State Business Daily.
1.3 Order of Precedence
a) For transactions under this Contract, the order of precedence shall be as follows:
i. this Contract;
ii. Appendix A, Standard Terms and Conditions;
iii. Appendix B, Successful Respondent's Historically Underutilized Businesses
Subcontracting Plan;
iv. Appendix C, Pricing Index;
V. Exhibit 1, RFO DIR-CPO-TMP-449, including all Addenda; and
vi. Exhibit 2, Successful Respondent's Response to RFO DIR-CPO-TMP-449,
including all Addenda.
b) Each of the foregoing documents is hereby incorporated by reference and together
constitute the entire agreement between DIR and Successful Respondent governing
purchase transactions.
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DIR Contract No. DIR-CPO-5036
Cornerstone OnDemand, Inc. - 13-4068197
1.4 Definitions
Capitalized terms used but not defined herein have the meanings given to them in Appendix A,
Standard Terms and Conditions.
2 Term of Contract
The initial term of this Contract shall commence on the last date of approval by DIR and
Successful Respondent as reflected by signature below and ending November 15, 2022, with two
(2) optional one (1) year renewals thereafter. Prior to expiration of each term, this Contract will
renew automatically under the same terms and conditions unless either party provides notice to
the other party sixty (60) days in advance of the renewal date stating that the party wishes to
discuss modification of terms or non -renewal. Additionally, the parties by mutual agreement may
extend the term for up to ninety (90) additional calendar days.
3 Option to Extend
Successful Respondent agrees that DIR may require continued performance under this Contract
at the rates specified in this Contact following the expiration of the Initial Term or any Renewal
Term. This option may be exercised more than once, but the total extension of performance
hereunder shall not exceed ninety (90) calendar days. Such extension of services shall be subject
to the requirements of this Contract, with the sole and limited exception that the term shall be
extended pursuant to this provision. DIR may exercise this option upon thirty (30) calendar days
written notice to Successful Respondent.
4 Product and Service Offerings
Products and services available under this Contract are limited to the technology categories
defined in Request for Offer DIR-CPO-TMP-449 for Software Solutions. At DIR's sole
discretion, Successful Respondent may incorporate changes or make additions to its service
offering, provided that any changes or additions must be within the scope of the RFO.
5 Pricing
5.1 Pricing Index
Pricing to Customers shall be as set forth in Appendix C, Pricing Index, and shall include the
DIR Administrative Fee (as defined below).
5.2 Customer Discount
a) The minimum Customer discount for all products and services will be the percentage off
List Price (as defined below) or MSRP (as defined below), as applicable, as specified in
Appendix C, Pricing Index. Successful Respondent shall not establish a List Price or
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DIR Contract No. DIR-CPO-5036
Cornerstone OnDemand, Inc. - 13-4068197
MSRP for a particular solicitation. For purposes of this Section, "List Price" is the price
for a product or service published in Successful Respondent's price catalog (or similar
document) before any discounts or price allowances are applied. For purposes of this
Section, "MSRP," or manufacturer's suggested retail price, is the price list published by
the manufacturer or publisher of a product and available to and recognized by the trade.
b) Customers purchasing products or services under this Contract may negotiate additional
discounts with Successful Respondent. Successful Respondent and Customer shall
provide the details of such additional discounts to DIR upon request.
c) If products or services available under this Contract are provided at a lower price to: (i)
an eligible Customer who is not purchasing those products or services under this
Contract, or (ii) to any other customer under the same terms and conditions provided for
the State for the same products and services under this contract, then the price of such
products and services under this Contract shall be adjusted to that lower price. This
requirement applies to products or services quoted by Successful Respondent for a
quantity of one (1), but does not apply to volume or special pricing purchases. Successful
Respondent shall notify DIR within ten (10) days of providing a lower price as described
in this Section, and this Contract shall be amended within ten (10) days to reflect such
lower price.
5.3 Changes to Prices
a) Subject to the requirements of this section, Successful Respondent may change the price
of any product or service upon changes to the List Price or MSRP, as applicable.
Discount levels shall not be subject to such changes, and will remain consistent with the
discount levels specified in this Contract.
b) Successful Respondent may revise its pricing by publishing a revised pricing list, subject
to review and approval by DIR. If DIR, in its sole discretion, finds that the price of a
product or service has been increased unreasonably, DIR may request that Successful
Respondent reduce the pricing for the product or service to the level published before
such revision. Upon such request, Successful Respondent shall either reduce the pricing
as requested, or shall remove the product or service from the pricing list for this Contract.
Failure to do so will constitute an act of default by Successful Respondent.
5.4 Shipping and Handling
Prices to Customers shall include all shipping and handling fees. Shipments will be Free On
Board Customer's Destination. No additional fees may be charged to Customers for standard
shipping and handling. If a Customer requests expedited or special delivery, Customer will be
responsible for any additional charges for expedited or special delivery.
5.5 Travel Expenses
Pricing for services provided under this Contract are exclusive of any travel expenses that may
be incurred in the performance of such services. Travel expense reimbursement may include
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DIR Contract No. DIR-CPO-5036
Cornerstone OnDemand, Inc. - 13-4068197
personal vehicle mileage or commercial coach transportation, hotel accommodations, parking
and meals; provided, however, the amount of reimbursement by Customers shall not exceed the
amounts authorized for state employees as adopted by each Customer; and provided, further, that
all reimbursement rates shall not exceed the maximum rates established for state employees
under the current State Travel Management Program. Travel time may not be included as part of
the amounts payable by Customer for any services provided under this Contract. The DIR
Administrative Fee is not applicable to travel expense reimbursement. Anticipated travel
expenses must be pre -approved in writing by Customer. Customer reserves the right not to pay
travel expenses which are not pre -approved in writing by the Customer.
6 DIR Administrative Fee
a) Successful Respondent shall pay an administrative fee to DIR based on the dollar value
of all sales to Customers pursuant to this Contract (the "DIR Administrative Fee"). The
amount of the DIR Administrative Fee shall be seventy-five hundredths of a percent
(0.75%) of all sales, net of returns and credits. For example, the administrative fee for
sales totaling $100,000 shall be $750.
b) All prices quoted to Customers shall include the DIR Administrative Fee. DIR reserves
the right to increase or decrease the DIR Administrative Fee during the term of this
Contract, upon written notice to Successful Respondent without amending this Contract.
Any increase or decrease in the DIR Administrative Fee shall be incorporated in the price
to Customers.
7 Internet Access to Contract and Pricing Information
In addition to the requirements listed in Appendix A, Section 7.2, Internet Access to Contract
and Pricing Information, Successful Respondent shall include the following with its webpage:
a) A current price list or mechanism to obtain specific contract pricing;
b) MSRP/list price or DIR Customer price;
c) Discount percentage (%) off MSRP or List Price;
d) Resulting Purchase Orders must reference DIR contract number;
e) Return policies.
8 Use of Order Fulfillers
8.1 Authorization to Use Order Fulfillers
Subject to the conditions in this Section, DIR agrees to permit Successful Respondent to utilize
designated order fulfillers to provide products, services, and support resources to Customers
under this Contract ("Order Fulfillers").
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DocuSign Envelope ID: 38DBBFEA-285A-4F7C-AED6-DCBBD54459E7
DIR Contract No. DIR-CPO-5036
Cornerstone OnDemand, Inc. - 13-4068197
8.2 Designation of Order Fulfillers
a) Successful Respondent may designate Order Fulfillers to act as the distributors for
products and services available under this Contract. In designating Order Fulfillers,
Successful Respondent must be in compliance with the State's Policy on Utilization of
Historically Underutilized Businesses. DIR and Successful Respondent will agree on the
number of Order Fulfillers that are Historically Underutilized Businesses as defined by
the CPA.
b) In addition to the required Subcontracting Plan, Successful Respondent shall provide
DIR with the following Order Fulfiller information: Order Fulfiller name, Order Fulfiller
business address, Order Fulfiller CPA Identification Number, Order Fulfiller contact
person email address and phone number.
c) DIR reserves the right to require Successful Respondent to rescind any Order Fulfiller
participation or request that Successful Respondent name additional Order Fulfillers
should DIR determine it is in the best interest of the State.
d) Successful Respondent shall be fully liable for its Order Fulfillers' performance under
and compliance with the terms and conditions of this Contract. Successful Respondent
shall enter into contracts with Order Fulfillers and use terms and conditions that are
consistent with the terms and conditions of this Contract.
e) Successful Respondent may qualify Order Fulfillers and their participation under the
Contract provided that: i) any criteria is uniformly applied to all potential Order Fulfillers
based upon Successful Respondent's established, neutrally applied criteria, ii) the criteria
is not based on a particular procurement, and iii) all Customers are supported under the
criteria.
f) Successful Respondent shall not prohibit any Order Fulfiller from participating in other
procurement opportunities offered through DIR.
8.3 Changes in Order Fulfiller
Successful Respondent may add or remove Order Fulfillers throughout the term of this Contract
upon written authorization by DIR. Prior to adding or removing Order Fulfillers, Successful
Respondent must make a good faith effort to revise its Subcontracting Plan in accordance with
the State's Policy on Utilization of Historically Underutilized Businesses. Successful Respondent
shall provide DIR with its updated Subcontracting Plan and the Order Fulfillers information
listed above.
8.4 Order Fulfiller Pricing to Customer
Order Fulfiller pricing to the Customer shall be in accordance with Section 5.
9 Notification
All notices under this Contract shall be sent to a party at the respective address indicated below.
DIR-CPO-TMP-449 Page 5 of 8
{DIR rev 09/2021 }
DocuSign Envelope ID: 38DBBFEA-285A-4F7C-AED6-DCBBD54459E7
DIR Contract No. DIR-CPO-5036
Cornerstone OnDemand, Inc. - 13-4068197
If sent to the State:
Hershel Becker or Successor in Office
Chief Procurement Officer
Department of Information Resources
300 W. 151h St., Suite 1300
Austin, Texas 78701
Phone: (512) 475-4700
Email: hershel.beckerC&dir.texas.2ov
If sent to Successful ResDondent:
General Counsel or Legal Dept.
Cornerstone OnDemand, Inc.
1601 Cloverfield Blvd.
Suite 600 South
Santa Monica, CA 90404
Phone: (310) 720-0200
10 Conflicting or Additional Terms
a) The terms and conditions of this Contract shall supersede any additional conflicting or
additional terms in any additional service agreements, statement of work, and any other
provisions, terms, conditions, and license agreements, including those which may be
affixed to or accompany software upon delivery (sometimes called shrink-wrap or click -
wrap agreements), and any linked or supplemental documents, which may be proposed,
issued, or accepted by Successful Respondent and Customer in addition to this Contract
(such additional agreements, "Additional Agreements"), regardless of when such
Additional Agreements are proposed, issued, or accepted by Customer. Notwithstanding
the foregoing, it is Customer's responsibility to review any Additional Agreements to
determine if Customer accepts such Additional Agreement. If Customer does not accept
such Additional Agreement, Customer shall be responsible for negotiating any changes
thereto.
b) Any update or amendment to an Additional Agreement shall only apply to Purchase
Orders for the associated product or service offering after the effective date of such
update or amendment; provided that, if Successful Respondent has responded to a
Customer's solicitation or request for pricing, any subsequent update or amendment to an
Additional Agreement may only apply to a resulting Purchase Order if Successful
Respondent directly informs such Customer of such update or amendment before the
Purchase Order is executed.
DIR-CPO-TMP-449 Page 6 of 8
{DIR rev 09/2021 }
DocuSign Envelope ID: 38DBBFEA-285A-4F7C-AED6-DCBBD54459E7
DIR Contract No. DIR-CPO-5036
Cornerstone OnDemand, Inc. - 13-4068197
c) Successful Respondent shall not require any Additional Agreement that: i) diminishes the
rights, benefits, or protections of Customer, or that alters the definitions, measurements,
or method for determining any authorized rights, benefits, or protections of Customer; or
ii) imposes additional costs, burdens, or obligations upon Customer, or that alters the
definitions, measurements, or method for determining any authorized costs, burdens, or
obligations upon Customer.
d) If Successful Respondent attempts to do any of the foregoing, the prohibited documents
will be void and inapplicable to this Contract or the Purchase Order between Successful
Respondent and Customer, and Successful Respondent will nonetheless be obligated to
perform such Purchase Order without regard to the prohibited documents, unless
Customer elects instead to terminate such Purchase Order, which in such case may be
identified as a termination for cause against Successful Respondent.
11 Authorized Exceptions to Appendix A, Standard Terms and Conditions
Section 10.12 of Appendix A is deleted and replaced with the following new Section l 0.12:
10.12 Limitation of Liability
A. For any claim or cause of action arising under or related to the Contract, to the extent
permitted by the Constitution and the laws of the State, none of the parties shall be liable to the
other for punitive, special, or consequential damages, even if it is advised of the possibility of
such damages.
B. Successful Respondent and a Customer may include in a Purchase Order a term limiting
Successful Respondent's liability for damages in any claim or cause of action arising under or
related to such Purchase Order; provided that any such term may not limit Successful
Respondent's liability below two-times the total value of the Purchase Order. Such value
includes all amounts paid and amounts to be paid over the life of the Purchase Order to
Successful Respondent by such Customer as described in the Purchase Order.
C. Notwithstanding the foregoing or anything to the contrary herein, any limitation of Successful
Respondent's liability contained herein or in a Purchase Order shall not apply to: claims of
bodily injury; violation of intellectual property rights including but not limited to patent,
trademark, or copyright infringement; indemnification requirements under Section 10.1.1(A) (ii)
and (iv) of the Contract; and violation of State or Federal law including but not limited to
disclosures of confidential information and any penalty of any kind lawfully assessed as a result
of such violation.
(Remainder of this page intentionally left blank.)
DIR-CPO-TMP-449 Page 7 of 8
{DIR rev 09/20211
DocuSign Envelope ID: 38DBBFEA-285A-4F7C-AED6-DCBBD54459E7
DIR Contract No. DIR-CPO-5036
Cornerstone OnDemand, Inc. - 13-4068197
This Contract is executed to be effective as of the date of last signature.
CORNERSTONE ONDEMAND, INC.
Authorized By: Signature on File
Name: Jared Bogert
Title: GVP Sales, North America
Date: 12/20/2021
Cornerstone OnDemand North America Review and Approval:
Legal Review: Mike DeLisa: Signature on File
Legal Counsel
Date: 12/20/2021
Approved: Jim Gill: Signature on File
Executive Vice President - Americas
Date: 12/20/2021
The State of Texas, acting by and through the Department of Information Resources
Authorized By: Signature on File
Name: Hershel Becker
Title: Chief Procurement Officer
Date: 12/30/2021
Office of General Counsel: M.G., Signature on File
Date: 12/29/2021
DIR-CPO-TMP-449 Page 8 of 8
{DIR rev 09/20211
DocuSign Envelope ID: 38DBBFEA-285A-4F7C-AED6-DCBBD54459E7
EXHIBIT D
DIR-CPO-5036 Appendix C Pricing,
Cornerstone OnDemand SOW and
QUOTE Q-00139788
DocuSign Envelope ID: 38DBBFEA-285A-4F7C-AED6-DCBBD54459E7
Appendix C Pricing Index
DIR-CPO-XXXX
Cornerstone OnDemand, Inc.
Software Products: Cornerstone OnDemand, Inc. Brand Software as a Service (SaaS)
Learning Management System
Cornerstone Learning Management SaaS - 1001-
Learning -Base
p/user
$40.00
40.0%
2500 users
Learning Management System
Cornerstone Learning Management SaaS - 2501 -
Learning -Base
p/user
$40.00
45.0%
5000 users
Learning Management System
Cornerstone Learning Management SaaS - 5001 -
Learning -Base
p/user
$40.00
50.0%
7500 users
Learning Management System
Cornerstone Learning Management SaaS - 7501 -
Learning -Base
p/user
$40.00
55.0%
10000 users
Learning Management System
Cornerstone Learning Management SaaS - 10001 -
Learning -Base
p/user
$40.00
60.0%
15000 users
Learning Management System
Cornerstone Learning Management SaaS - 15001 -
Learning -Base
p/user
$40.00
65.0%
25000 users
Learning Management System
Cornerstone Learning Management SaaS - 25001
Learning -Base
p/user
$40.00
70.0%
and above
Learning Management System
Cornerstone Connect SaaS [add on to Learning] -
Conect-Base
p/user
$10.00
35.00%
1000 users and below
Learning Management System
Cornerstone Connect SaaS [add on to Learning] -
Conect-Base
p/user
$10.00
40.0%
1001- 2500 users
Learning Management System
Cornerstone Connect SaaS [add on to Learning] -
Conect-Base
p/user
$10.00
45.0%
2501 - 5000 users
Learning Management System
Cornerstone Connect SaaS [add on to Learning] -
Conect-Base
p/user
$10.00
50.0%
5001 - 7500 users
Learning Management System
Cornerstone Connect SaaS [add on to Learning] -
Conect-Base
p/user
$10.00
55.0%
7501 - 10000 users
Learning Management System
Cornerstone Connect SaaS [add on to Learning] -
Conect-Base
p/user
$10.00
60.0%
10001 - 15000 users
Learning Management System
Cornerstone Connect SaaS [add on to Learning] -
Conect-Base
p/user
$10.00
65.0%
15001 - 25000 users
Learning Management System
Cornerstone Connect SaaS [add on to Learning] -
Conect-Base
p/user
$10.00
70.0%
25001 and above
Page 1 of 9
DocuSign Envelope ID: 38DBBFEA-285A-4F7C-AED6-DCBBD54459E7
Appendix C Pricing Index
DIR-CPO-XXXX
Cornerstone OnDemand, Inc.
Software Products: Cornerstone OnDemand, Inc. Brand Software as a Service (SaaS)
Learning Management System
Learning Management System
Learning Management System
Learning Management System
Learning Management System
Learning Management System
Learning Management System
Learning Management System
Learning Management System
Learning Management System
Learning Management System
Learning Management System
Learning Management System
Learning Management System
Learning Management System
Cornerstone Certification Management SaaS [add on
Learning- Cert
p/user
$7.50
5.0%
to Learning] - 1001- 2500 users
Cornerstone Certification Management SaaS [add on
Learning- Cert
p/user
$7.50
10.0%
to Learning]- 2501 - 5000 users
Cornerstone Certification Management SaaS [add on
Learning- Cert
p/user
$7.50
15.0%
to Learning] - 5001 - 7500 users
Cornerstone Certification Management SaaS [add on
Learning- Cert
p/user
$7.50
20.0%
to Learning] 7501 - 10000 users
Cornerstone Certification Management SaaS [add on
Learning- Cert
p/user
$7.50
25.0%
to Learning] - 10001 - 15000 users
Cornerstone Certification Management SaaS [add on
Learning- Cert
p/user
$7.50
30.0%
to Learning] - 15001 - 25000 users
Cornerstone Certification Management SaaS [add on
Learning- Cert
p/user
$7.50
35.0%
to Learning] - 25001 and above
Cornerstone Competency Management SaaS [add on
Learning-
p/user
$7.50
35.00%
to Learning] - 1000 users and below
Compet
Cornerstone Competency Management SaaS [add on
Learning-
p/user
$7.50
40.0%
to Learning] - 1001- 2500 users
Compet
Cornerstone Competency Management SaaS [add on
Learning-
p/user
$7.50
45.0%
to Learning] - 2501 - 5000 users
Compet
Cornerstone Competency Management SaaS [add on
Learning-
p/user
$7.50
50.0%
to Learning] - 5001 - 7500 users
Compet
Cornerstone Competency Management SaaS [add on
Learning-
p/user
$7.50
55.0%
to Learning] - 7501 - 10000 users
Compet
Cornerstone Competency Management SaaS [add on
Learning-
p/user
$7.50
60.0%
to Learning] - 10001 - 15000 users
Compet
Cornerstone Competency Management SaaS [add on
Learning-
p/user
$7.50
65.0%
to Learning] - 15001 - 25000 users
Compet
Cornerstone Competency Management SaaS [add on
Learning-
p/user
$7.50
70.0%
to Learning] - 25001 and above
Compet
Page 2 of 9
DocuSign Envelope ID: 38DBBFEA-285A-4F7C-AED6-DCBBD54459E7
Appendix C Pricing Index
DIR-CPO-XXXX
Cornerstone OnDemand, Inc.
Software Products: Cornerstone OnDemand, Inc. Brand Software as a Service (SaaS)
Learning Management System
Cornerstone Extended Enterprise SaaS - 1000 users
Ext-Base
p/user
$40.00
35.00%
and below [per transaction]
Learning Management System
Cornerstone Extended Enterprise SaaS - 1001- 2500
Ext-Base
p/user
$10.00
40.0%
users [per transaction]
Learning Management System
Cornerstone Extended Enterprise SaaS - 2501 - 5000
Ext-Base
p/user
$10.00
45.0%
users [per transaction]
Learning Management System
Cornerstone Extended Enterprise SaaS - 5001 - 7500
Ext-Base
p/user
$10.00
50.0%
users [per transaction]
Learning Management System
Cornerstone Extended Enterprise SaaS- 7501 -
Ext-Base
p/user
$10.00
55.0%
10000 users [per transaction]
Learning Management System
Cornerstone Extended Enterprise SaaS - 10001 -
Ext-Base
p/user
$10.00
60.0%
15000 users [per transaction]
Learning Management System
Cornerstone Extended Enterprise SaaS - 15001 -
Ext-Base
p/user
$10.00
65.0%
25000 users [per transaction]
Learning Management System
Cornerstone Extended Enterprise SaaS - 25001 and
Ext-Base
p/user
$10.00
70.0%
above [per transaction]
Talent Management System
Cornerstone Performance Management SaaS - 1000
Perform -Base
p/user
$40.00
35.00%
users and below
Talent Management System
Cornerstone Performance Management SaaS - 1001-
Perform -Base
p/user
$40.00
40.0%
2500 users
Talent Management System
Cornerstone Performance Management SaaS - 2501 -
Perform -Base
p/user
$40.00
45.0%
5000 users
Talent Management System
Cornerstone Performance Management SaaS - 5001
Perform -Base
p/user
$40.00
50.0%
- 7500 users
Talent Management System
Cornerstone Performance Management SaaS - 7501 -
Perform -Base
p/user
$40.00
55.0%
10000 users
Talent Management System
Cornerstone Performance Management SaaS - 10001
Perform -Base
p/user
$40.00
60.0%
- 15000 users
Talent Management System
Cornerstone Performance Management SaaS - 15001
Perform -Base
p/user
$40.00
65.0%
- 25000 users
Page 3 of 9
DocuSign Envelope ID: 38DBBFEA-285A-4F7C-AED6-DCBBD54459E7
Appendix C Pricing Index
DIR-CPO-XXXX
Cornerstone OnDemand, Inc.
Software Products: Cornerstone OnDemand, Inc. Brand Software as a Service (SaaS)
Talent Management System Cornerstone Succession Management SaaS [add on
to Performance] - 1000 users and below
Talent Management System
Cornerstone Succession Management SaaS
[add on
to Performance] - 1001- 2500 users
Talent Management System
Cornerstone Succession Management SaaS
[add on
to Performance] - 2501 - 5000 users
Talent Management System
Cornerstone Succession Management SaaS
[add on
to Performance] - 5001 - 7500 users
Talent Management System
Cornerstone Succession Management SaaS
[add on
to Performance] - 7501 - 10000 users
Talent Management System
Cornerstone Succession Management SaaS
[add on
to Performance] - 10001 - 15000 users
Talent Management System
Cornerstone Succession Management SaaS
[add on
to Performance] - 15001 - 25000 users
Talent Management System
Cornerstone Succession Management SaaS
[add on
to Performance]- 25001 and above
Talent Management System Cornerstone Compensation Management SaaS [add
on to Performance] - 1000 users and below
Talent Management System
Cornerstone Compensation Management SaaS
[add
on to Performance] - 1001- 2500 users
Talent Management System
Cornerstone Compensation Management SaaS
[add
on to Performance] - 2501 - 5000 users
Talent Management System
Cornerstone Compensation Management SaaS
[add
on to Performance] - 5001 - 7500 users
Talent Management System
Cornerstone Compensation Management SaaS
[add
on to Performance] - 7501 - 10000 users
Talent Management System
Cornerstone Compensation Management SaaS
[add
on to Performance] - 10001 - 15000 users
Success -Base
p/user
$15.00
35.00%
Success -Base
p/user
$15.00
40.0%
Success -Base
p/user
$15.00
45.0%
Success -Base
p/user
$15.00
50.0%
Success -Base
p/user
$15.00
55.0%
Success -Base
p/user
$15.00
60.0%
Success -Base
p/user
$15.00
65.0%
Success -Base
p/user
$15.00
70.0%
Perform- Comp
p/user
$13.50
35.00%
Perform- Comp
p/user
$13.50
40.0%
Perform- Comp
p/user
$13.50
45.0%
Perform- Comp
p/user
$13.50
50.0%
Perform- Comp
p/user
$13.50
55.0%
Perform- Comp
p/user
$13.50
60.0%
Page 4 of 9
DocuSign Envelope ID: 38DBBFEA-285A-4F7C-AED6-DCBBD54459E7
Appendix C Pricing Index
DIR-CPO-XXXX
Cornerstone OnDemand, Inc.
Software Products: Cornerstone OnDemand, Inc. Brand Software as a Service (SaaS)
Talent Management System Cornerstone Compensation Management SaaS [add Perform- Comp p/user $13.50 70.0%
on to Performance] - 25000 users and above
Talent Management System
Cornerstone Engage SaaS [add on to Performance] -
Survey Add
p/user
$10.00
35.00%
1000 users and below
Talent Management System
Cornerstone Engage SaaS [add on to Performance] -
Survey Add
p/user
$10.00
40.0%
1001- 2500 users
Talent Management System
Cornerstone Engage SaaS [add on to Performance] -
Survey Add
p/user
$10.00
45.0%
2501 - 5000 users
Talent Management System
Cornerstone Engage SaaS [add on to Performance] -
Survey Add
p/user
$10.00
50.0%
5001 - 7500 users
Talent Management System
Cornerstone Engage SaaS [add on to Performance] -
Survey Add
p/user
$10.00
55.0%
7501 - 10000 users
Talent Management System
Cornerstone Engage SaaS [add on to Performance] -
Survey Add
p/user
$10.00
60.0%
10001 - 15000 users
Talent Management System
Cornerstone Engage SaaS [add on to Performance] -
Survey Add
p/user
$10.00
65.0%
15001 - 25000 users
Talent Management System
Cornerstone Engage SaaS [add on to Performance] -
Survey Add
p/user
$10.00
70.0%
25000 users and above
Applicant Tracking System
Cornerstone Recruiting SaaS - 1000 users and below
ATS Base
p/user
$40.00
35.00%
Applicant Tracking System
Cornerstone Recruiting SaaS - 1001- 2500 users
ATS Base
p/user
$40.00
40.0%
Applicant Tracking System
Cornerstone Recruiting SaaS - 2501 - 5000 users
ATS Base
p/user
$40.00
45.0%
Applicant Tracking System
Cornerstone Recruiting SaaS - 5001 - 7500 users
ATS Base
p/user
$40.00
50.0%
Applicant Tracking System
Cornerstone Recruiting SaaS - 7501 - 10000 users
ATS Base
p/user
$40.00
55.0%
Applicant Tracking System
Cornerstone Recruiting SaaS - 10001 - 15000 users
ATS Base
p/user
$40.00
60.0%
Applicant Tracking System
Cornerstone Recruiting SaaS - 15001 - 25000 users
ATS Base
p/user
$40.00
65.0%
Applicant Tracking System
Cornerstone Recruiting SaaS - 25001 and above
ATS Base
p/user
$40.00
70.0%
Page 5 of 9
DocuSign Envelope ID: 38DBBFEA-285A-4F7C-AED6-DCBBD54459E7
Appendix C Pricing Index
DIR-CPO-XXXX
Cornerstone OnDemand, Inc.
Software Products: Cornerstone OnDemand, Inc. Brand Software as a Service (SaaS)
Applicant Tracking System
Cornerstone Onboarding [add on to Recruiting] SaaS
Onboard
p/user
$15
40.0%
- 1001- 2500 users
Applicant Tracking System
Cornerstone Onboarding [add on to Recruiting] SaaS
Onboard
p/user
$15
45.0%
- 2501 - 5000 users
Applicant Tracking System
Cornerstone Onboarding [add on to Recruiting] SaaS
Onboard
p/user
$15
50.0%
- 5001 - 7500 users
Applicant Tracking System
Cornerstone Onboarding [add on to Recruiting] SaaS
Onboard
p/user
$15
55.0%
- 7501 - 10000 users
Applicant Tracking System
Cornerstone Onboarding [add on to Recruiting] SaaS
Onboard
p/user
$15
60.0%
- 10001 - 15000 users
Applicant Tracking System
Cornerstone Onboarding [add on to Recruiting] SaaS
Onboard
p/user
$15
65.0%
- 15001 - 25000 users
Applicant Tracking System
Cornerstone Onboarding [add on to Recruiting] SaaS
Onboard
p/user
$15
70.0%
- 25001 and above
Talent Management System
Cornerstone Careers SaaS - 1000 users and below
Careers Base
p/user
$25.00
35.00%
Talent Management System
Cornerstone Careers SaaS - 1001- 2500 users
Careers Base
p/user
$25.00
40.0%
Talent Management System
Cornerstone Careers SaaS - 2501 - 5000 users
Careers Base
p/user
$25.00
45.0%
Talent Management System
Cornerstone Careers SaaS - 5001 - 7500 users
Careers Base
p/user
$25.00
50.0%
Talent Management System
Cornerstone Careers SaaS - 7501 - 10000 users
Careers Base
p/user
$25.00
55.0%
Talent Management System
Cornerstone Careers SaaS - 10001 - 15000 users
Careers Base
p/user
$25.00
60.0%
Talent Management System
Cornerstone Careers SaaS - 15001 - 25000 users
Careers Base
p/user
$25.00
65.0%
Talent Management System
Cornerstone Careers SaaS - 25001 and above
Careers Base
p/user
$25.00
70.0%
Human Capital Management
Cornerstone HR SaaS - 1000 users and below
HR Base
p/user
$80.00
35.00%
Human Capital Management
Cornerstone HR SaaS - 1001- 2500 users
HR Base
p/user
$80.00
40.0%
Human Capital Management
Cornerstone HR SaaS - 2501 - 5000 users
HR Base
p/user
$80.00
45.0%
Human Capital Management
Cornerstone HR SaaS - 5001 - 7500 users
HR Base
p/user
$80.00
50.0%
Human Capital Management
Cornerstone HR SaaS - 7501 - 10000 users
HR Base
p/user
$80.00
55.0%
Human Capital Management
Cornerstone HR SaaS - 10001 - 15000 users
HR Base
p/user
$80.00
60.0%
Page 6 of 9
DocuSign Envelope ID: 38DBBFEA-285A-4F7C-AED6-DCBBD54459E7
Appendix C Pricing Index
DIR-CPO-XXXX
Cornerstone OnDemand, Inc.
Software Products: Cornerstone OnDemand, Inc. Brand Software as a Service (SaaS)
Human Capital Management
Cornerstone HR SaaS - 25001 and above
HR Base
p/user
$80.00
70.0%
eLearning Content
Cornerstone Content SaaS - 1000 users and below
Content
p/user
$60.00
35.00%
eLearning Content
Cornerstone Content SaaS - 1001- 2500 users
Content
p/user
$60.00
40.0%
eLearning Content
Cornerstone Content SaaS - 2501 - 5000 users
Content
p/user
$60.00
45.0%
eLearning Content
Cornerstone Content SaaS - 5001 - 7500 users
Content
p/user
$60.00
50.0%
eLearning Content
Cornerstone Content SaaS - 7501 - 10000 users
Content
p/user
$60.00
55.0%
eLearning Content
Cornerstone Content SaaS - 10001 - 15000 users
Content
p/user
$60.00
60.0%
eLearning Content
Cornerstone Content SaaS - 15001 - 25000 users
Content
p/user
$60.00
65.0%
eLearning Content
Cornerstone Content SaaS - 25001 and above
Content
p/user
$60.00
70.0%
Software Services: Cornerstone OnDemand, Inc. Brand
HCM Integration Software SaaS Edge Import Connector Connectors $7,500.00 20.00%
HCM Integration Software SaaS Outbound Data Feed Connector Connectors $7,500.00 20.00%
HCM Integration Software SaaS Inbound Data Feed Connector Connectors $7,500.00 20.00%
HCM Integration Software SaaS Unlimited Hosting and Delivery Connectors $5,000.00 20.00%
HCM Integration Software SaaS ViLT integration Copnector Connectors $7,500.00 20.00%
Software Support Support Services Cornerstone Choice Customer Support Package Support $7,000.00 20.00%
SaaS - 1000 users and below
Software Support Support Services Cornerstone ChoiceCustomer Support Package Support $10,000.00 20.00%
SaaS - 1001- 2500 users
Software Support Support Services Cornerstone Choice Customer Support Package Support $12,000.00 20.00%
SaaS - 2501 - 5000 users
Page 7 of 9
DocuSign Envelope ID: 38DBBFEA-285A-4F7C-AED6-DCBBD54459E7
Appendix C Pricing Index
DIR-CPO-XXXX
Cornerstone OnDemand, Inc.
Software Services: Cornerstone OnDemand, Inc. Brand
Software Support
Support Services
Cornerstone Choice Customer Support Package
Support
$15,000.00
20.00%
SaaS - 7501 - 10000 users
Software Support
Support Services
Cornerstone Choice Customer Support Package
Support
$18,000.00
20.00%
SaaS - 10001 - 15000 users
Software Support
Support Services
Cornerstone Choice Customer Support Package
Support
$20,000.00
20.00%
SaaS - 15001 - 25000 users
Software Support
Support Services
Cornerstone Choice Customer Support Package
Support
$25,000.00
20.00%
SaaS - 25001 and above
Software Support
Support Services
Cornerstone Premier Customer Support Package
Support
$20,000.00
20.00%
SaaS - 10001 - 15000 users
Software Support
Support Services
Cornerstone Premier Customer Support Package
Support
$50,000.00
20.00%
SaaS - 15001 - 25000 users
Software Support
Support Services
Cornerstone Premier Customer Support Package
Support
$100,000.00
20.00%
SaaS - 25001 and above
HCM Services
Services
Cornerstone Historical Data Load
Implementation
$10,000.00
20.00%
HCM Services
Services
Cornerstone Master Data Load
Implementation
$10,000.00
20.00%
HCM Services
Services
Implementation - Cornerstone Implementation
Implementation
$25,000.00
20.00%
<5000 users - per Cornerstone module
HCM Services
Services
Implementation - Cornerstone Enterprise
Implementation
$48,750.00
20.00%
Implementation - > 5000 users - per Cornerstone
module
HCM Services
Services
Implementation - System Readiness
Implementation
$10,400.00
20.00%
Implementation
HCM Services
Services
Implementation - Analytics [Insights]
Implementation
$21,450.00
20.00%
Implementation
Page 8 of 9
DocuSign Envelope ID: 38DBBFEA-285A-4F7C-AED6-DCBBD54459E7
Appendix C Pricing Index
DIR-CPO-XXXX
Cornerstone OnDemand, Inc.
Volume Discount: Cornerstone OnDemand, Inc.
0-1000
SaaS Licenses
35%
1001-2500
SaaS Licenses
40%
2501-5000
SaaS Licenses
45%
5001-7500
SaaS Licenses
50%
7501-10000
SaaS Licenses
55%
10001-15000
SaaS Licenses
60%
15001-25000
SaaS Licenses
65%
25001 and up
SaaS Licenses
70%
Aggregate Discount: Cornerstone OnDemand, Inc.
$1,000,000
Page 9 of 9
DocuSign Envelope ID: 38DBBFEA-285A-4F7C-AED6-DCBBD54459E7
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STATEMENT OF WORK
I110161;2 =x@7;V:I:i11IPI*V_1:ails] =14►11 IN_ :11III--M
Timeline and Delivery
• Upon completion of the Client portal and configuration set up tasks, Cornerstone will distribute all access credentials to the
Client, which indicates the Client Portal systems are ready for use_ Acceptance of these deliverables will be in accordance with
the Agreement_ Upon completion of the Client Portal and Configuration Set Up phase, the Software is ready for use by Client.
PROJECT RESOURCES
The table below outlines recommended resources and time estimates for each phase. Time durations are estimates and may vary
based on client requirement. Each phase may overlap and may require a shifting of hours among phases based on Client's
processes_ The project lifecycle may be repeated for each additional module_
Phase
Estimated
Cornerstone Resources
Duration
Build Prototype
2 Weeks
Implementation Consultant
• Integration Consultant
Proof of Concept
2 Weeks
Implementation Consultant
• Integration Consultant
Validate and
4 Weeks
Implementation Consultant
Launch
Integration Consultant
Client Resources
• Project Manager
• Business Process Owners
• Technical Resources
• System Administrators
• Project Manager
• Business Process Owners
• Technical Resources
• System Administrators
• Project Manager
• Business Process Owners
• System Administrators
• Technical Resources
DocuSign Envelope ID: 38DBBFEA-285A-4F7C-AED6-DCBBD54459E7
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IMPLEMENTATION SERVICES AND ESTIMATED TIMELINE
The Scope of Services outlined below provides a breakdown of the key components of the Implementation Services and the
corresponding deliverables to be provided by Cornerstone and Client.
Phase
Build
Prototype
Proof of
Concept
Cornerstone Deliverables
Week One:
• Collect any client process documentation (via completed
process Que � ' _ : i
• Prepare prototype :i )n of the Live portal based
upon client, Questionnaire
• Project initiation call with client. Confirm project scope
with client project team
• Identify and communicate to client the most important
online courses for the project scope
• Create meeting schedule for project lifecycle
• Establish and document project controls and ,. s
for status reporting, issue resolution, and risk
:tnt processes
• Schedule kickoff meeting
• Communicate requirement to complete Organizational
Units, Security preferences and training
• Complete remote kick-off meeting
• Review technical projects in -scope
• Deliver technical projects c .. n ie
• De � -,:I documentation (data design documents
and templates)
• Implementation Consultant schedules and leads
Organizational Unit Workshop
Week Two:
• Schedule and lead technical kickoff calls when
applicable or direct client to recorded technical
workshops
• Complete options for any additional training that has
been purchased
• Review prototype with client
• Deliver client tool kit for success
Week Three:
• Technical follow up meeting
• Prep work for Proof of Concept sessions
Week Four:
• Conduct Proof of Concept sessions to review initial
portal configuration
• Cornerstone will update live portal (if required) based on
outputs from Proof of Concept Sessions
• Scope of updates will be limited to
• Configure for Learning
o Platform preferences, email triggers
o eLeaming (SCORMlAICC) content load (1 course)
Client Defi►rerables
Weeks One:
• Complete process questionnaire (if not already
completed)
• Provide branding and marketing requirements (if not
. . .led through questionnaire)
• Deliver documented �. uw- 6,5cs including
approvals, evaluations, process maps and supporting
forms or documentation (if not already provided through
questionnaire)
• Provide external user approval workflows (if not already
provided through 466JLkA—ulre)
• Provide external training requirements (if not already
provided through questionnaire)
• Client completes administrator training as prescribed in
the training plan
• Participatw�,, r: ay. kick-off meeting
• Assemble project team
• Define measures of project success
• Attend technical project kickoff calls
• Provide organization chart(s) to assist in designing
Organization Unit structure
• Provides sample user profile record and definition
• Client content provider listing and courses
• Provide use case scenarios to model recommended
configuration
Week Two:
• At _,E)ssions
• Confirm meeting schedule
• Tc i. , s raining as needed
• Complete design specifications for technical projects in
scope.
Week Three:
• Attend remote sessions
• Complete administrator training as prescribed in the
training plan
Week Four:
• Attend Proof of Concept remote sessions
• Create customized acceptance test scripts
• Complete administrator training as prescribed in the
training plan
• C..i ,..o a _ tup in live portal including:
o Observation Checklists, Skills, Catalog Management
o Global Configurations — emails triggers, security
DocuSign Envelope ID: 38DBBFEA-285A-4F7C-AED6-DCBBD54459E7
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Phase
Validate &
Launch
Cornerstone Deliverables
and one (1) Level 1 evaluation
o One (1) instructor -led training example
o One (1) curriculum
o One (1) material
a One (1) video
o Catalog Management
o One (1) skill
o One (1) proxy enrollment
o One (1) Observation Checklist
o One (1) test
o One (1) training request form
o One (1) approval workflow
• Deliver sample test scripts
Week Five:
• Schedule copy down from live to pilot to copy above
configuration to pilot prior to commencement of UAT
• Copy pilot to stage if you need .c F I . z. Historic Data
• Discuss User Testing including test scripts
and participants
• Schedule daily User Acceptance Testing touch base to
solution review open issues with client
• Solidify configuration with client in preparation for User
Acceptance Testing in pilot
• Complete technical projects in scope:
Week Six through Seven:
• Daily User F, ..:. Il 10 Testing touch base to review
open testing issues with client
• Triage (categorize and prioritize) reported ; L�n ...JIJ
address prior to go -live
• Finalize integration projects in production
• Support Client during testing and validation
Week Eight:
• Facilitate transition to support meeting
• Technical Projects
• Cc _, , c., ,. Lited to pilot (Can do copy over from
pilot to stage prior to Live Copy Down if needed)
• Obtain named care admins from client
• Support Client during testing and validation
• SOW Review with Client Success Manager
• Close out any open issueshtems for Go Live
• Client Go -Live
• Discuss post live survey with client
• Schedule and execute final Historical Data Loads
• Conduct project close out
Client Deliverables
roles, welcome page, preferences
o Language translations, as necessary
o Configuration of additional client security roles
• Learning
o Load eLearning course content and materials
o Load all required documents including curriculums,
test and evaluations, Instructor Led Training events
and sessions, instructors, facilities, and certifications
o Test content launching, tracking, and completion
• Complete and implement technical -.,,.a.
Week Five:
• Attend follow-up remote sessions
• Attend User Acceptance Testing prep meetings
• Create and complete user acceptance test scripts
Week Six through Seven:
• Attend all User Acceptance Testing calls
• Review UAT feedback witt i.i �p i ,:i ion team
• Make corrections or configuration changes based on
UAT findings in Live portal
• Test system interfaces end -to -end
• Populate specific test data like tasks and users
• Create and complete client -specific test assessment
template
Week Eight:
• Attend transition to support meeting
• Client makes configuration adjustments on Pilot and Live
portals
• Update Live portal configuration based on testing
feedback
• Post L s Aion
• Client Go -Live
DocuSign Envelope ID: 38DBBFEA-285A-4F7C-AED6-DCBBD54459E7
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ADDITIONAL =_mvil.r_5
Edge Import
o Brief Summary
Integration with Client systems enabling automated maintenance of the following data sets- Client User Accounts and Organizational Units
(OUs), historical LMS user transcript records, learning objects and material files-
0 Tasks
• Cornerstone: Enable Edge Import in client portals
• Cornerstone: Lead the client in a design workshop to review the data feed design process and supports the design decision process of the
client
• Client: Prepares files for load
• Cornerstone: Guides client on loading files into the Pilot Portal
• Client: Reviews and corrects any errors detected in the load process
• Client: Reviews and approves data toad on Pilot
• Client: Loads data to Live using Edge Import tool
o Assumptions
• Utilizes Comerst., s.L .,,.1 Data feed specifications as designed for the Edge Import.
• Client has the ability to extract and . r., source data to the Design Specifications format.
• Client has the ability to configure file transfers of data to Cornerstone
Historical Data Load — Learning (HDLL)
o Brief Summary
Migration of learner transcript records (historical user . from legacy system to the Ui... portal. Migrated data includes
the following data types:
• U.,-, j , „ )� ,u . s for E-leaming, ILT (events/sessions), external training, materials, curricula, tests (related Learning content must
already be created by Client in the system, or must have been loaded by a previous MDLL project)
o Tasks
• Cornerstone: Lead Client in data loading workshop to review project scope, review data load process and timeline, and provide any
clarifications needed in the understanding of the Cornerstone file format documentation provided to Client
• Cornerstone: Develop project plan of deliverables and associated timeline
• Client: Sign off on project plan and scope
• Client: Prepare full file set for load to Pilot This can be a subset of records for each data file however full or at least representative files
are highly recommended to catch any data quality issues earty. Client will provide data in Cornerstone required format
• Client: Provide data files via Cornerstone FTP_
• Comerstone : Load full set of files into the Pilot portal
a Client: Validates Pilot data load via spot checking of records and reporting
• Client: Review and sign off on Pilot data
• Client: Provide full set of Production files
• Cornerstone: Load full set of files into Production portal
a Client: Validates 'Production' data uJ Olu sat checking of records and reporting
• Client: Review and sign off on Production data
o Assumptions
• All references to users should do so by �i dentifier which is supported and will be loaded to Cornerstone (i.e., common
employee ID) and user exists in the portal prior to load
• Client � . i. i .,io for providing r .:, : i, . rds per data type
• Client is responsible for extracting data from source system(s)
• Client will confirm full set of data types to be loaded upfront_ Any additional data types identified after the initial Pilot load will be subject
to re-scoping andlor change request and may result in a new project.
• All data 1 files to be loaded must be made available on the Cornerstone FTP prior to the load starting. Files uploaded after the load has
commenced will be treated as an additional load and counted as an additional iteration
• The HDLL project is limited to loading a maximum of 6 data files (one for each data type listed above — Client must consolidate all files
of j. i 1,jata type from different source systems) — up to 1,000,000 records in total across all data types
• Maximum of four (4) total iterations: Pilot (3); Production (1). Additional iterations will be subject to re-scoping or change request and
may result in a new project_ Delta loads are not in scope of this project
• Data/file format must stay the same for files provided for Pilot and Production loads
Master Data Load — Learning (MDLL)
DocuSign Envelope ID: 38DBBFEA-285A-4F7C-AED6-DCBBD54459E7
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Master Data Load — Learning (MDLL)
o Brief Summary
Migration of master Learning data to the Cornerstone portal_ Migrated data includes the following data types:
• Launchable items — up to a maximum of 6,000 items across all of the launchable item data types below:
o E-leaming courses in SCORM or AICC format (up to 3 GB size in total across all E-leaming courses)
o Materials (documents _pdf, _docx, _xlsx, .pptx, _bmp, _jpg, _gif, _m4a, _mp3, _wma, .wav, _mid, _avi, .mpeg, .m4v, .swf, or URLs),
includes the current version only
o Videos as learning ob;u�i� �_� �� y, .mpeg, .wmv, IN, _mp4, .m4v format or URL from YouTube)
• Non-launchable items:
o Questions and exams, including up to a maximum of 1,000 questions and up to a maximum of 300 exams
• E c:.1&8 saa_. )ns, including r ,. im of 1,000 events and up to a maximum of 100,000 sessions metadata
o Tasks
• Comerstone: Lead Client in data loading workshop to review project scope, review data load process and timeline, and provide any
clarifications needed in the understanding of the Cornerstone file format documentation provided to Client
• Cornerstone: Develop project plan of deliverables and associated timeline
• Client: Sign off on project plan and scope
• Client: Prepare full file set for load to Pilot. This can be a subset of records for each data file however full or at least representative files
are highly recommended to catch any data quality issues early. Client will provide data in Cornerstone required format_
• Client: Provide data files via Comerstone FTP
• Cornerstone: Load full set of files into the Pilot portal
• Client: Validates data load in "Pilot" via spot checking of records and reporting
• Client: Review and sign off on Pilot load
• Client: Provide full set of Production data files via Cornerstone FTP
• Cornerstone: Load full set of files into Production portal
• Client: Validates "Production' data load via spot checking of records and reporting
• Client: Review and sign off on Production data
o Assumptions
• E-learning courses are published in the SCORM 1.2, v2004, or AICC 3.5 forrRat standards only. Online courses which are not
compatible with the supported standards will be rejected. No Content . , i ition services are included
• Client is responsible for providing unique identifiers for all records across all data types and according to the specified Cornerstone
formatting rules
• Client is responsible for extracting data and content from source system(s).
• All data/ files to be loaded must be made available on the Cornerstone FTP prior to the load starting. Fil.,� cJ after the load has
commenced will be treated as an additional load and counted as an additional iteration
• The MDLL project is limited to loading a maximum of 5 data files (one for each data type listed above — Client must consolidate all files
of the same data type from different source systems)
• Maximum of four (4) total iterations: Pilot (3); Production (1). Additional iterations will be subject to re-scoping or change request and
may result in a new project_ Delta loads are not in scope of this project
• Data/file format must stay the same for files provided for Pilot and Production loads
Single Sign On (SSO) — AES Encrypted, SAML 1.1, or SAML 2.0
o Brief Summary
• Comerstone to provide support on one of the following Single Sign On (SSO) integration from and outsider portal to Client's
Cornerstone Portal:
• AES Encrypted
• SAML 1.1
• SAML2.0
o Tasks
• C—i _ .j .. Provide Client with the Cornerstone SSO Technical DIU .. ion
• Comerstone: Lead the Client in SSO workshops to review SSO process and support the functional decisions of the Client
• AES Encrypted Single Sign On (SSO)
o Cornerstone: Provide sample code for Pilot Portal and Live Portal to deploy the AES SSO
o Cornerstone: Provide the AES end point URLs to the Client
o Client- Populate, encrypt and post the token as per Cori i t,,,uirements
o Client- Deploy, test and sign off the AES Encrypted SSO in Pilot Portal
o Client- Deploy, test and sign off the AES Encrypted SSO in Live Portal
• SAML V 1.1 OR SAML 2.0 Single Sign On (SSO)
o Client- Provide:
DocuSign Envelope ID: 38DBBFEA-285A-4F7C-AED6-DCBBD54459E7
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Single Sign On (SSO) — AES Encrypted, SAML 1.1, or SAML 2.0
• Base64 encoded — X.509 public Certificate (.crt, .cer)
• Base64 encoded sample SAML Response Assertion (_bd)
o Cornerstone: Configure Client's Pilot Portal with SSO SAML 1.1 OR 2.0
o Client Review and sign off on SSO SAML 1.1 OR 2.0 in Pilot Portal
o G. Configure Client's Live Portal with SSO SAML 1.1 OR 2.0
o Client Review and sign off on SSO SAML 1.1 OR 2.0 in Live Portal
o Assumptions
• Client utilizes Cornerstone standard SSO Design Specificatiplies to Cornerstone re . i s to integrate AES Encryptec
SSO, SAML 1.1 SSO, or SAML 2.0 SSO only.
• Any other type of Single Sign On Solution Integration other than the above mentioned m,, _-_Jde the scope of this project and
considered a custom Single Sign On Solution_ Client is responsible to make sure User Identification values (UserlD, Username OR
Email address) are unique and matching existing users in the CSOD portal
• AES Encrypted Single Sign On (SSO)
• Client has skilled software . � ,java or .Nei . . _ available who can establish an AES Encrypted SSO protocol and
configure authentication to support CSOD's AES Encrypted SSO
• Client has skilled software resources available who can establish an SSO SAML protocol and configure authentication to support
Cornerstone's SSO SAML V1.1 OR 2.0
• SAML V 1.1 OR 2.0 Single Sign On (SSO)
• Client will transfer the Assertion and Certification files to Cornerstone as per Cornerstone requirements defined on design specification
document and will only transfer them through FTP folder (not email)
• The assertion is signed using an X.509 certificate, shal RSA algorithm and is Base64 encoded
• Client acknowledges that once the design document is approved, any ..ii modifications to the work scope will require creation
of a Change Request document_ Change requests are reviewed and could result in additional charges to the Client
• Any changes following Client signoff will require a Work Order or SOW submission
Post -implementation Consulting Support
o Brief Summary
G. r, provide up to 8 hours of Implementation Consulting support after of the Now or Realise module implementation_
The Post -implementation Consulting Support will be delivered entirely remotely via pre -scheduled web meetings and over two calendar
weeks, and is intended to provide Clients with rapid response to issues experienced in the days immediately following completion of
implementation.
o Tasks
• Client: Records and reports items for review in project log
• Cornerstone: Implementation Consultant reviews project log daily and triages, investigates and identifies resolution path for each item
and records in the project log (up to 5hrs)
• Comerstone: Implementation Consultant conducts 3 x 30min remote calendar week (up to 3hrs) to discuss newly reported
and closed items with Client
• Client: Actively J in 3 x 30min remote calendar week (up to 3hrs) to discuss newly report and closed items with
Implementation Consultant and then takes further action as needed
o Assumptions
• The post -implements i w , _.Iting sr ... . rr v, i.,i. J after completion of the scheduled Now or Realise module
implementation and at mutually agreeable dates and times
• Consumption of the post -implementation consulting support service is linked with the module implementation and so consideration
should be given to aligning this with the selection of Now or Realise module implementation slots in the published timetable
• The Client will make available up to two representatives available for the remote sessions_ Representatives should be the nominated
participants of the Now or Realise module implementation
• The post -implementation consulting support sessions are intended as an opportunity to verbally communicate on items recorded in the
project log. There are no deliverables following the session_ For example CSOD will not amend the configuration of update
documented processes, training guides etc_ on behalf of the Client
• This is in addition to the Intensive Go Live support provided by Comerstone Client Success M;_. o U ,t and ongoing help provided by
Global Product Support teams.
Pre4mplementation Process Workshop
o Brief Summary
Cornerstone will provide up to 8 hours of r.,,". .-new work based on Clients documented process, to align the Client to CSOD best
DocuSign Envelope ID: 38DBBFEA-285A-4F7C-AED6-DCBBD54459E7
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Pre -implementation Process Workshop
practice process and Points of View (POV), and to call -out any variations in their 'to be' process-
0
Tasks
a Pre -workshop (up to 2hrs): CSOD consultant conducts review of Clients `to be' process documentation, and preparation for workshop
a Workshop (up to 6hrs): CSOD conducts Client walk through of the 'to be' process maps for priority/primary user community and contrast
to key featureslfunctions with Clients representatives
o As,:, .
a The pre -implementation process workshop will be completed prior to the start of the scheduled Now or Realise module implementation
and at mutually agreeable dates(s) and time(s)
a The pre -implementation process workshop will cover the single module to be implemented for the priority/primary user community
a Selection of Now or Realise module implementation slots in the published timetable should consider the dependency of the pre -
implementation process workshop
a Client will make up to four (4) representatives (typically Subject Matter ExpertslProcess Owners/System F } available to
actively participate in the Workshop sessions. Representatives should be empowered to make lasting real-time decisions on behalf of
the Client. Two of the representatives should be the nominated participants for the Now[ or Realise module implementation
a The p . i tabon process workshop will be conducted entirely remotely via web meetings, or a mix of remotely and visit to Client
premises. If delivered entirely remotely the workshop will be split into 3 x 2hr web meetings. If a mix, then the pre -workshop activity will
be remote and the workshop will be delivered in a single visit
a All travel related expenses for on -site visits/activities are the responsibility of the Client
a The pre -implement — )3p is intended as an opportunity to verbally .c. . � , � and align ahead of the Now or
Realise module implementation. There are no deliverables following the workshop. For example, CSOD will not document new
processes etc. on behalf of the Client
DocuSign Envelope ID: 38DBBFEA-285A-4F7C-AED6-DCBBD54459E7
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TIMELINE AND DELIVERY
The parties agree to initiate the project within two weeks of the Order Effective Date.
The I .:. :. �3tion Services set forth and described in this Statement of Work will take eight (8) weeks in duration to complete.
The Services will be performed remotely by Cornerstone, except for any on -site Services so expressly identified herein.
The Services will be performed for the below flat fee(s), plus rE .. ant of pre -approved t � L: for on -site activities.
Changes to the scope of this Statement of Work ancior Ghent delays will require a change order and may result in additional
expense.
Client and Cornerstone will create the project plan to meet this completion date during the Initiate phase. Client and Cornerstone
agree to provide the nece. u.., y .-J uwLs-to complete all of the deliverables as per the agreed project plan_
Implementation Services
Learning Implementation - Small Enterprise
$0.00
SV CS I M P0120 I Included
Advisory Services 1 $0.00 1
Consulting - Single Sign On - Standard (SSO) Connector
SVCSBUS0135
Included
Consulting - Edge Import
SVCSBUS0161
Included
Pre -Implementation Process Workshop
SVCSBUS0147
Included
Post -implementation Consulting Support
SVCSBUS0146
Included
Technical Services
$12,500.00
Historical Data Load - Learning (HDLL)
Sew, Ct'U'JO'l
Included
Master Data Load - Learning (MDLL)
SVCSTEC0009
Included
Total Service Investment
$12,500.00
The end of the Implementation Services is defined as the completion of the above Comerstone deliverables as outlined under the
Implementation Services section of this document. Act. zr . � „,. iz A the deliverables will be in accordance with the Agreement.
ASSUMPTIONS AND CLIENT OBLIGATIONS
• In order for Cornerstone to provide the Services outlined in this Statement of Work, Client shall provide the necessary resources
to fulfill the obligations listed below
• Select and assign knowledgeable, empowered Implementation team including the following roles, which may overlap:
o Business Process Owner for Learning Management System (aka, the Decision Maker)
o Lead Cornerstone System Administrator
o Project Manager of the Cornerstone implementation
DocuSign Envelope ID: 38DBBFEA-285A-4F7C-AED6-DCBBD54459E7
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❑ HR€S Technical Administrator (Optional, depending on data requirements and extraction capabilities)
❑ Executive Stakeholder (Optional)
• Begin going through kick-off documentation in the Client Success Center
• Empower team to make real-time decisions regarding configuration and business process functions during the project.
• Ensure project team attendance and active participation durng all phases of the Implementation project.
• Client will ensure the requisite training has been completed prior to the start of UAT.
• Formally accept (sign -off) all key deliverables and implementation services per the Agreement.
• Manage Client project staffing and milestones through Cornerstone provided work plan_
• Ensure completion of Client project deliverables.
• Attend and participate in implementation sessions.
• Provide a primary paint of contact for Comerstone dufing and after the implementation_
• Ensure proper change management communication to end -users during implementation in preparation for rollout.
• The project will be conducted remotely
• Cornerstone and Client agree that changes to key members of implementation team or significant changes in business
requirements or decisions, in each case by Client, that cause delays in the project timeline may require a change order to this
Statement of Work. Change orders are reviewed and may result in additional charges.
• Client is solely responsible for testing all processes during the UAT phase
• Client will utilize the Cornerstone content loader to upload online content to the portal. All Client content is SCORM v12, SCORM
2004, xAPI or AICC v3.5 compliant
• Client is solely responsible for testing (Tracking, Completion, etc_) all content loaded to the Cornerstone portal_
• Any technical integration or service, historical data load, master data load, or data migration not expressly listed in this Statement
of Work with an accompanying price will be scoped as a separate work effort and is not included in the scope of this document_
• Requests for application code changes are out of scope
• Additional contracts may be required to utilize third party {non-Camerstone OnDemand services and integrations such as job
board aggregation, video interview, background screening, employee eligibility and citizenship.
• Client will ensure that all data fields related to controlling data retention processes are captured correctly on the User record e_g.
Legal Entity, Termination Date, Termination Reason and Employment Status. If Client only requires a single data retention
period, Client wilt set-up one Legal Entity Organizational Unit_ Client will activate the data retention processes for that Legal Entity
by submitting a work order to Cornerstone's Global Product Support after the completion of the implementation deliverables. if
Client requires multiple Legal Entities to fulfill Client's data retention policy requirements, Client will need to engage a Services
Partner via a paid for Consulting engagement.
• Except where otherwise stated or agreed by the parties, Cornerstone's obligation to perform the Services set forth herein expires
at the earlier of (i) acceptance of the Service by Client; (ii) Twelve months from the purchase date_
DocuSign Envelope ID: 38DBBFEA-285A-4F7C-AED6-DCBBD54459E7
a cornerstone
Quote Number: Q-00139788
Order Effective Date: (Date of Last Signature Below)
Cornerstone OnDemand — ORDER
Client Name ("Client") City of Fort Worth
Order Start Date 8/1/2023
Order End Date 7/31/2026
Is a new purchase order required for this ("No," unless box is checked) [ X ]Yes: PO#
purchase?*
Primary Client Contact Christine christine.hernandez@fortworthtexas.gov (817) 392-7750
Hernandez
Client Address (Ship To) City of Fort Worth
200 Texas St., Fort Worth TX 76102, United States
Primary Billing (Invoice) Contact ChristineHernandez christine.hernandez@fortworthtexas.gov (817) 392-7750
Client Billing (Invoice) Address City of Fort Worth
200 Texas St., Fort Worth, TX, 76102, United States
*Note: Please send purchase order number to DLCollections(cDcsod.com within three (3) business days of order signing.
Product(s)
Period 1
8/1/2023-
7/31/2024
Period 2
8/1/2024-
7/31/2025
Period 3
8/1/2025-
7/31/2026
Product
Qty
Fee
Qty
Fee
Qty
Fee
Cornerstone Learning
7,000
$142,250.00
7,000
$146,517.50
7,000
$150,913.03
Edge: Microsoft Teams VILT All
1
$0.00
1
$0.00
1
$0.00
Connectors
Unlimited Video Hosting and
1
$0.00
1
$0.00
1
$0.00
Delivery
Choice Customer Success
1
$0.00
1
$0.00
1
$0.00
Package
Single Sign On - Standard (SSO)
1
$0.00
1
$0.00
1
$0.00
Connector
Edge Import
1
$0.00
1
$0.00
1
$0.00
Period Subtotal
USD 142,250.00
USD 146,517.50
USD 150,913.03
One Time Fee(s)
SERVICES
(see attached Statement of Work)
I
USD 12,500.00
Special Terms
This Order is governed by the terms and conditions in the Texas DIR-CPO-5036. This Order and the DIR Terms collectively
form the "Agreement" by and between Client and Cornerstone OnDemand, dated as of the Master Agreement Effective
Date. Capitalized terms used, but not otherwise defined, herein shall have the same meanings assigned to those terms
in the Agreement.
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With the exception of Content partner offerings, EdCast product purchases, and other third party products, should this Order be
renewed for the same term length, products, and quantities, the fees for the renewal will be the same as the annualized fees for the
last period of this Order, plus a 3.00% increase per period, beginning with the first period of the renewal.
Invoicing Schedule
Payment terms for this Order shall be net 30 days.
Fees are invoiced on the Period Start Date(s). One-time fees are invoiced on the Order Start Date.
Except as otherwise expressly set forth herein, all purchases are non -cancelable and non-refundable.
Fees are exclusive of applicable sales, use, VAT, GST, digital tax, DST and other taxes and are net of withholding taxes.
The Client will create a PO for the total of the first two periods of fees, plus the implementation fee.
Cornerstone will invoice the Client for that total amount.
The Client will create a second PO in about June/July 2025 for the period beginning 8/l/2025 for the third
period. Cornerstone will invoice the third period amount at that time.
PAYMENT SCHEDULE
(Invoice Date IlAmount I Description
(August 1, 2023 II$154,750.00 I Period 1 Fees (8/1/2023-7/31/2024)
(August 1, 2023 II$146,517.50 I Period 2 Fees (8/1/2024-7/31/2025)
(August 1, 2025 II$150,913.03 I Period 3 Fees (8/1/2025-7/31/2026)
Product Details
Cornerstone Learning includes:
•
Learner Home
•
Curricula
•
Certifications
•
Assignment
•
Instructor Led Training
•
Catalog Management
•
Observation Checklists
•
Skills Matrix
•
Connect
Choice Package:
New Functionality Readiness and Adoption — adopt and drive usage of new features
Optimization and Curation — keep your system relevant and easy to use, increase adoption and build competencies
S.O.S. (Sustain Our System) — get help with tasks and on -boarding new admins, and tune up your reports
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Education — an efficient way to learn Cornerstone products, features and functions
Customer Success — proactive, strategic guidance and support to make the most of your investment
Technical Support — enhanced support and issue resolution
Customer Community — access self-help tools, connect with peers and stay up to speed on what's new
Product Collaboration and Engagement — have a voice in the future of Cornerstone
See https://www.cornerstoneondemand.com/support/choice for detailed support descriptions.
Terms and Conditions
This Order is hereby incorporated into and made part of the parties' master agreement (the "Agreement"). If the term of the
Agreement is set to expire prior to the end of the Order Term, the term of the Agreement is hereby extended through the end of the
Order Term for the purposes of this Order.
Agreed and accepted:
Client
Signature:
'Je I,, 1 4 ),1 11, r 24. II12 i I v21(: III
Name: Valerie Washington
Title: Assistant City Manager
Date: Jun 29, 2023
Cornerstone OnDemand, Inc.
Signature:
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Name:
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Title:
GVP Sales, North America
Date:
June 6, 2023
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Appendix E
Service Agreement
Effective Date: I Date of the last signature below.
Client Name ("Client" or City of Fort Worth
"Customer"):
Client Address: 200 Texas St., Fort Worth, Texas 76102
Billing Address: [Same as Client Address]
Federal Tax ID# / VAT#:
Primary Contact
Name:
Christine Hernandez
Name:
Title:
Manager, Human Resources
Title:
Email:
christine.hernandez@fortworthtexas.gov
Email*:
Phone:
817-871-7999
Phone:
*NOTE: All invoices
will be emailed to Client unless otherwise agreed by the parties.
Is Client exempt from applicable sales / VAT tax? Yes
Does Client require a purchase order?
PO Number (if applicable):
Billine Contact
(if different than Primary Contact)
By signing below, each party acknowledges that it has read, understands, and agrees to the provisions set forth in the
documents listed and checked below, which together with DIR Contract No. DIR-CPO-5036 and its Appendices comprise
the Service Agreement (the "Agreement"). Capitalized terms set forth in the Agreement shall have the respective
meanings set forth in the Agreement Terms and Conditions. All purchases are non- cancelable and non-refundable except
as stated in Appendix A to DIR Contract No. DIR-CPO-5036.
Client
Signature:
Valerie wash n,[on (Jun 29, 2M V Jt CDT)
Name: Valerie Washington
Title: Assistant City Manager
Date: Jun 29, 2023
Cornerstone OnDemand, Inc.
Signature:
Name:
Title: GVP Sales, North America
Date: June 6, 2023
Approved as to form:
DocuSigned by:
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CONFIDENTIAL Page 1 of 3
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Service Agreement
TERMS AND CONDITIONS
These Terms and Conditions are made a part of and incorporated by reference into the Agreement by and between Client and Cornerstone
OnDemand ("Cornerstone") (the "Agreement").
1. Definitions.
a) "Active User" means a user established on the Software
with a designation of "active," as determined by Client.
b) "Affiliate" means a party that partially (at least 50%) or fully
controls, is partially or fully controlled by, or is under partial
(at least 50%) or full common control with, another party.
c) "Client Content" means any and all courses, learning
objects, certifications, quizzes, tests, materials, instructor -
led sessions, documents, or URLs created and/or
introduced by Client or its Affiliates that reside in the
Software.
d) "Client Data" means personal data regarding Client's or its
Affiliates' users which is uploaded to the Software pursuant
to this Agreement.
e) "Order" means a purchase made by Client hereunder in an
order, schedule, statement of work, addendum, or
amendment signed by both parties.
otherwise attempt to derive source code from the Software or
any part thereof (except to the extent that such restriction is not
permitted under applicable law); (g) upload any data not
required to use the Software as generally intended; (h) make any
Software or Service available to any unauthorized parties; (i)
perform penetration or similar tests on the Software or Service;
or (j) publicly release the results of benchmark tests or other
comparisons of any Software or Service with other software,
services, or materials. Client will be responsible for Active Users'
compliance with the Agreement and liable for Active Users'
breach thereof. Client will ensure that it has obtained all
necessary consents and approvals for Cornerstone to access
Client Data for the purposes permitted under this Agreement.
Upon expiration or termination of this Agreement, Client shall
cease using all Software and Services. Client may retrieve Client
Data any time during the term of the Agreement. If requested,
at a scope and price to be agreed, Cornerstone will assist with
such data retrieval.
f) "Service" means any service rendered by Cornerstone 4. Intellectual Property. As between the parties, Cornerstone and
specifically to Client, including, but not limited to: (i) hosting its Affiliates will and do retain all proprietary and intellectual
and making available the Software; (ii) hosting, delivery, property rights, title and interest in and to the Software and
and/or distribution of eLearning content; and/or (iii) Services. Client retains all proprietary and intellectual property
provision of customer and/or technical support for the rights, title and interest in and to Client Data and Client Content.
Software. 5. Miscellaneous Provisions.
g) "Software' means: (i) any and all of Cornerstone's and its
Affiliates' proprietary web -based applications, including,
without limitation, all updates, revisions, bug -fixes,
upgrades, and enhancements thereto, whether or not
requested by a client; and (ii) application functionality and
eLearning content provided by Cornerstone and/or
Cornerstone -contracted third parties.
Rights: Usage. In accordance with the terms and conditions of
the Agreement, Cornerstone gives Client the non -transferable
and non -assignable right for the duration of applicable Orders to
use, and to permit its and its Affiliates' Active Users to use, the
Software items listed therein on a non-exclusive basis via the
Internet, subject to the maximum quantities set forth therein.
Cornerstone may review Client's compliance with the terms of
each Order and, for clarity, reserves the right to charge for any
quantity overages.
Use Restrictions. The Software and Services may be used only
for Client's and its Affiliates' own lawful business purposes.
Client shall not: (a) use or deploy the Software in violation of
applicable laws or this Agreement; (b) store, process, publish or
transmit any threatening, infringing or offensive material, or
material that constitutes a security risk or a violation of any
party's privacy, intellectual property or other rights; (c) if Client
has any operations or users in the United States, upload any
Protected Health Information subject to the Health Insurance
Portability and Accountability Act ("HIPAA") to the Software; (d)
resell any Software or Service except as expressly permitted by
Cornerstone; (e) create any derivative works based upon the
Software; (f) reverse engineer, reverse assemble, decompile or
a) Statistical Data. Without limiting the confidentiality rights
and intellectual property rights protections set forth in this
Agreement, Cornerstone has the perpetual right to use
aggregated, anonymized, statistical data ("Statistical Data")
derived from the operation of the Software, and nothing
herein shall be construed as prohibiting Cornerstone from
utilizing the Statistical Data for business and/or operating
purposes, provided that Cornerstone does not share with
any third party Statistical Data which reveals the identity of
Client, Client's users, or Client's Confidential Information.
b) SuLmestions. Cornerstone shall have a royalty -free,
worldwide, perpetual, irrevocable license to use or
incorporate into the Software and Services any suggestions,
ideas, enhancement requests, feedback, recommendations,
or other information provided by Client or its users relating
to the operation of the Software and Services.
c) Third -Party Applications and Service Providers.
i) External Applications. Cornerstone shall not be
responsible for Client's access to, or operation of, third -
party applications purchased separately by Client from
a third party, including without limitation those that
may be capable of interoperating with the Software.
ii) Optional Features. Cornerstone's Software may include
certain optional features provided by third parties
("Optional Features"). A list of such Optional Features,
including information regarding the security, privacy,
and/or support policies of those third parties, is
available upon request.
iii) Service Providers. Cornerstone offers a certification
program to certify third -party service providers that
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implement, configure, and/or administer Software
("Certified Consultants"). A list of Certified Consultants
is available upon request. Client may not permit any
non -Certified Consultant to implement and/orconfigure
Software. None of the warranties or support obligations
hereunder shall apply to any Software implemented or
configured by any non -Certified Consultant.
d) Export Controls. Client understands that use of the
Software and Services is subject to U.S. export controls and
trade and economic sanctions laws and agrees to comply
with all such applicable laws and regulations, including
without limitation the Export Administration Regulations
maintained by the U.S. Department of Commerce, and the
trade and economic sanctions maintained by the Treasury
Department's Office of Foreign Assets Control.
CONFIDENTIAL
Page 3 of 3
M&C Review
Page 1 of 3
ACITY COUNCIL AGEND
Create New From This M&C
DATE: 6/27/2023 REFERENCE **M&C 23- LOG NAME
NO.: 0526
CODE: C TYPE: CONSENT PUBLIC
HEARING:
Official site of the City of Fort Worth, Texas
Fo H
04CORNERSTONE
ONDEMAND LEARNING
MANAGEMENT SYSTEM
NO
SUBJECT: (ALL) Authorize Execution of a Cooperative Purchase Agreement with Cornerstone
OnDemand, Inc., for a Learning Management System, Using a Cooperative Contract in
an Amount Up to $301,267.50 for the First and Second Year Combined Which Includes a
One-time Implementation Fee; and an Amount of $150,913.03 for Year Three, for the
Information Technology Solutions Department, the Total Contract Amount is $452,180.53
RECOMMENDATION:
It is recommended that the City Council authorize execution of a Cooperative Purchase Agreement
with Cornerstone OnDemand, Inc., for a learning management system, using State of Texas
Department of Information Resources Cooperative Contract DIR-CPO-5036 in an amount up
to $301,267.50 for year one and year two combined, which includes a one-time implementation fee;
and an amount of $150,913.03 for year three, for the Information Technology Solutions
Department, the total contract amount is $452,180.53.
DISCUSSION:
A Learning Management System (LMS) will allow the City of Fort Worth to address the City's core
values focused on Continuous Improvement and Exceptional Customer Experience. Implementing an
LMS facilitates process management development and effective knowledge transfer. It will allow the
City to easily track utilization, goal progress, knowledge gains, and Return on Investment (ROI). Key
benefits that the LMS would provide are:
• Improve administration efficiency
• Automate training delivery, improving compliance and security
• Create a centralized learning environment to positively impact communication across departments.
• Simplify functions in many areas of an organization, leading to efficiency gains by removing
duplication and allowing the full sharing of information.
• The LMS will house all training content, resources, personal development plans, assessments, and
progress outcomes in one platform.
The purpose of this Mayor and Council Communication is to authorize execution of a cooperative
purchase agreement with Cornerstone OnDemand, Inc., for a Learning Management System, using
State of Texas Department of Information Resources (DIR) Cooperative Contract DIR-CPO-5036 for
year one and two, per the payment schedule below. In addition, there is a one-time implementation
fee to be paid with the period 1 and period 2 fees for a total initial payment of $301,267.50; and an
additional amount of $150,913.03 for year three to be paid at the end of year two. The total contract
amount is $452,180.53.
Invoice Date Amount Description
August 1, 2023 $ 12,500.00 One-time Implementation
Fee
August 1, 2023 $ 142,250.00 Period 1 (8/1 /23 - 7/31 /24)
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August 1, 2023 $ 146,517.50 I Period 2 (8/1 /24 - 7/31 /25)
August 1, 2025 $ 150,913.03 Period 3 (8/1 /25 - 7/31 /26)
$ 452,180.53 Total Project Amount
COOPERATIVE PURCHASE: State law provides that a local government purchasing an item under a
cooperative purchasing agreement satisfies State laws requiring that the local government seek
competitive bids for purchase of the item. Cooperative contracts have been competitively bid to
increase and simplify the purchasing power of local government entities across the State of Texas.
SUCCESSOR LANGUAGE: In the event the DIR agreement is not renewed, staff would cease
purchasing at the end of the last purchase agreement coinciding with a valid DIR agreement. If the
City Council were to not appropriate funds for a future year, staff would stop making purchases when
the last appropriation expires, regardless of whether the then -current purchase agreement has
expired.
The City will initially use the DIR-CPO-5036 cooperative contract to make purchases authorized by
this M&C. The cooperative contract is set to expire on November 15, 2023. If the contract is
extended, this M&C authorizes the City to purchase similar goods and services under the extended
contract. If the contract is not extended, but DIR executes a new cooperative contract with
substantially similar terms, this M&C authorizes the City to purchase the same goods and services
under the new contract. If this occurs, in no event will the City continue to purchase goods and
services under the new agreements past 2027 without seeking Council approval.
BUSINESS EQUITY: A goal is not assigned when purchasing from an approved purchasing
cooperative or public entity.
AGREEMENT TERM: Upon City Council's approval, the cooperative purchase agreement will
become effective once executed by the Assistant City Manager and will expire November 15, 2023 in
accordance with DIR-CPO-5036. The Agreement may be renewed through November 15, 2024.
RENEWAL TERMS: This agreement may be renewed for two additional one-year terms in
accordance with the underlying DIR cooperative contract, at the City's option.
ADMINISTRATIVE CHANGE ORDER - An administrative change order or increase may be made by
the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does
not require specific City Council approval as long as sufficient funds have been appropriated.
Funding is budgeted in the ITS Capital Fund for the purpose of funding the FY22 Learning
Management System project, as appropriated.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that funds are available in the current capital budget, as previously
appropriated, in the ITS Capital Fund for the FY22 Learning Mgmt System project to support the
approval of the above recommendation and execution of the purchase agreement. Prior to any
expenditure being incurred, the Information Technology Solutions Department has the responsibility
to validate the availability of funds.
TO
Fund ' Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
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Submitted for Citv Manager's Office bv:
Oriqinatinq Department Head:
Additional Information Contact:
ATTACHMENTS
Valerie Washington (6192)
Kevin Gunn (2015)
Donlen Ruffin (2017)
04LEARNING MANAGEMENT SYSTEM funds availabilitv.pdf (Public)
FID Table Cornerstone OnDemand UPDATED.XLSX (CFW Internal)
Form 1295 Certificate 101024854 Cornerstone for Citv of Fort Worth signed.pdf (CFW Internal)
http://apps.cfwnet.org/council_packet/mc review.asp?ID=31015&councildate=6/27/2023 6/27/2023