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Contract 59732
CSC No. 59732 Agiloft HOSTED SERVICE AGREEMENT This Hosted Service Agreement ("Agreement") between Agiloft, Inc. ("Agiloft" or "Vendor") and the City of Fort Worth on behalf of itself and its Affiliates, if any, set forth below ("Customer' or "City") is effective as of the last date signed below ("Effective Date"). Agiloft or Customer may be referred to individually as a "party" or collectively as the "Parties". This Agreement incorporates by reference the following attachments: • Exhibit A — Support • Exhibit B — Professional Services Addendum • Statement of Work #1 • Addendum to Agiloft Hosted Service Agreement between The City of Fort Worth and Agiloft, Inc. 1. DEFINITIONS "Add -on Module" means an optional Agiloft application or functionality that is utilized to extend Edition functionality, such as Sourcing and Supplier Information Management or the Integration Hub. "Affiliate" means an entity that directly or indirectly controls, is controlled by, or is under common control with a party. "Control", for the purposes of this definition, means direct or indirect ownership or control of more than 50% of the voting interest of the relevant entity. "Annual Subscription Fee" means the fee for a year subscription to the Hosted Service and, if applicable, Supported Applications, as described in a Quote. "Corrections" means any corrections, changes, or workarounds Agiloft may provide Customer for any defects, errors, or malfunctions in Agiloft's Software Product or systems. "Customer Data" means any electronic data or information supplied by or for Customer and not part of Agiloft's Software Product or Hosted Service, that is submitted, collected, processed or managed by or for Customer in conjunction with Customer's use of the Hosted Service, Software Product, Supported Application, or Standard or Extended Enterprise Support. Customer Data does not include Usage Data. "Customer KnowledgeBase" means Customer Data and the configuration of business rules, workflows and other database attributes created or modified for Customer. Agiloft HSA_v.01242023 Page 1 of 25 Confidential "Documentation" means Agiloft's online user guides, documentation, and help and training materials, including courses, quizzes and videos. "Edition" means the specific package of the Agiloft product licensed, which determines the available license types and features including Supported Applications as specified in Quote. "Force Majeure Event" means an event beyond Agiloft's control, such as (a) an act of God or act of government, including but not limited to flood, fire, earthquake, civil unrest, act of terror; (b) provider strike or other labor problem that is not connected with an internal labor dispute for the party desiring to use Force Majeure; (c) internet service provider failure or delay, or (d) widespread, non -targeted denial of service attack, provided (in the event of c or d) the party seeking to use Force Majeure has taken commercially reasonable security efforts to prevent such a failure or attack. "Hosted Service" means the hosting infrastructure, access and services related to the online delivery of the Software Product, or any part thereof. "Malevolent Code" means code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses. "On -Premise License" means the provision of licenses, support, and upgrades for the Software Product installed on Customer's servers. "Other Applications" means any on or offline software application created or provided by Customer or any party other than Agiloft, that interoperates with Agiloft's Software Product or Hosted Service (e.g., an e-signature application), excluding Supported Applications. "Professional Service(s)" means consulting, implementation, or other professional services as described in a Quote or Statement of Work. "Quote" means the ordering documents (e.g., Statement of Work, license quote, renewal quote) specifying the terms for the Software Product, Hosted Service, Support Service, Professional Service, and other services as applicable provided by Agiloft to Customer, including any addenda and supplements thereto. "Software Product" means any computer programs or software, applications, or scripts created by Agiloft and licensed for use by Customer, directly or indirectly, including functionality described in the Documentation, or any part thereof, excluding Supported Applications. "Standard Support" means the support services provided to all Hosted Service customers as documented in Exhibit A. "Support Service" means Standard or Support or the support plan purchased by Customer as documented in Exhibit A and as specified in a Quote. "Supported Applications" means optional third -party programs or software, applications, or scripts, ordered by Customer and licensed by Agiloft to Customer, including functionality Agiloft HSA_v.01242023 Page 2 of 25 Confidential described in the Documentation, and subject to applicable terms set forth in an exhibit agreed to by the parties. "Usage Data" means non -identifiable and aggregated data and metadata, as well as usage statistics and operational metrics complied by Agiloft in connection with Customer's usage of the Hosted Services, Software Product, Supported Applications, and Support Service. "User" means an individual authorized to use Agiloft's Hosted Service, Software Product, Supported Applications, or Support Service. 2. AGILOFT'S OBLIGATIONS 2.1 Hosted Service Availability and Credits. Agiloft will make the Hosted Service available to Customer pursuant to this Agreement, at the rates set forth in the applicable Quote. Company's Affiliates may purchase subscriptions to the Hosted Service that are subject to the terms and conditions of this Agreement by executing an Order Form hereunder for as long as they continue to meet the definition of Affiliate. As part of the Hosted Service, Agiloft will take all reasonable measures to keep uptime at or above 99.7%. If, due to Agiloft's error, Agiloft's hosted service is available for less than 99.7% in a given month, upon written request from Customer no later than 30 days from the end of the given month, Agiloft will credit Customer according to the following schedule: If uptime is between 95% and 99.7% during the given month, the credit is measured as 5% of the Annual Subscription Fee prorated for the month If uptime is less than 95% during the given month, the credit is measured as the Annual Subscription Fee prorated for the month, multiplied by the unavailability percentage for the month, subject to a maximum of 50% of the prorated monthly fee In no event will Customer be entitled to a refund for downtime attributable to maintenance (normally conducted during the hours of 10pm-4am, PST, and most often during a weekend), security or other critical patches, or a Force Majeure event. 2.2 Software Product and Upgrades. Agiloft grants Customer licenses to use Agiloft's Software Product, and Supported Applications as applicable, pursuant to this Agreement, at the rates set forth in the applicable Quote forthe licensed Editions, Supported Applications (as applicable) and Add -on Modules. Agiloft is constantly improving Agiloft's Software Product and wants Customer and its Users to benefit from such improvements. To that end, Agiloft will: a) Provide to Customer Corrections on a timely basis, given the nature and scope of the defect. b) Install upgrades of Agiloft's Software Product to the hosted servers as soon as practicable, after such upgrades become available. Agiloft will promptly notify Customer of any upgrades that will significantly affect Customer's program functionality. Agiloft HSA_v.01242023 Page 3 of 25 Confidential c) Make release notes available to Customer and identify any significant impact upgrades may have on existing customizations. d) Make available to Customer at https://wiki.agiloft.com/ (Agiloft Wiki) any revisions to the system Documentation developed to reflect upgrades and improvements to the Software Product. e) Make all commercially reasonable efforts to introduce updates in a manner that can be disabled where applicable. Agiloft reserves the right to immediately upgrade and incorporate enhancements directly related to security or patching of supporting systems. 2.3. Technical Support. Agiloft will provide Agiloft's Standard Support to Customer at no additional charge or the support plan purchased by Customer at the rates set forth in the applicable Quote. As part of the Standard Support: a) Agiloft will provide Customer with support for the most recent release of Agiloft's Software Product. Following any new release, Agiloft will also provide Customer with support for the immediately prior version of Agiloft's Software Product for a period not to exceed four (4) months. b) Agiloft's Standard Support covers support on standard functionality and Software Product defects. It does not include the provision of customization advice or Professional Services. Neither does it cover problems caused by Customer's system administrator, such as Customer's accidental or inadvertent destruction of Customer's own data or Force Majeure. c) Further details of Agiloft's Support Service are incorporated and attached as Exhibit A. 2.4 Professional Services. Agiloft will provide Professional Services as specified in an applicable Quote or Statement of Work. 2.5 Customer Data. Agiloft will take organizational, physical, and technical precautions to protect the security of Customer Data, as described in the Documentation and any applicable addenda and/or amendments. Such precautions will include measures for preventing access, use, modification or disclosure of Customer Data by Agiloft's employees and contractors except (a) to provide the Hosted Service and prevent or address service or technical problems, (b) as compelled by law in accordance with Section 7.4 (Compelled Disclosure) below, or (c) as Customer expressly permits in writing or by contracting with Agiloft for Professional Services for Customer Data processing and import. Customer's Data may be exported by Customer at any time while this Agreement is in effect, using the standard administrative interface. 3. RESTRICTIONS ON USE 3.1 Usage Limits. Agiloft's Software Product is subject to usage limits, including those based on the Edition, Add -on Modules, Supported Applications (if applicable) and on the number and type of licenses purchased. The applicable Quote will specify the Edition, Add -on Modules, Supported Applications (if applicable and not part of the specific Edition), and the permitted number of Agiloft HSA_v.01242023 Page 4 of 25 Confidential licenses of each type and their appropriate usage, and Customer agrees to stay within the defined license restrictions. If Customer exceeds a contractual usage limit, Agiloft may work with Customer to seek to reduce Customer's usage so that such usage conforms to the limit. If, notwithstanding Agiloft's efforts, Customer is unable or unwilling to abide by a contractual usage limit, Customer agrees to pay for the additional necessary licenses or services promptly upon Agiloft's providing Customer with a new Quote, and/or pay any invoice for excess usage in accordance with Section 5.2 (Invoicing and Payment). 3.2 Usage Control. Customer is responsible for User compliance with this Agreement, as it applies to the accuracy, quality and legality of Customer's KnowledgeBase, including the means by which Customer acquires Customer Data. Customer agrees to use commercially reasonable efforts to prevent unauthorized access to or use of Agiloft's Hosted Service or Software Product (including any applicable Supported Applications), and to notify Agiloft promptly of any such unauthorized access or use. Customer agrees to use Agiloft's Hosted Service and Software Product, including any Add -on Modules and Supported Applications, only in accordance with this Agreement, the Quote, the Documentation and applicable laws and government regulations. It is Customer's responsibility to comply with any terms of service for Other Applications that Customer uses in conjunction with Agiloft's Hosted Service or Software Product. 3.3 Usage Restrictions. Customer will not, and will not permit its Users to: (a) use the Hosted Service or Software Product (including any applicable Supported Applications) in violation of the terms of this Agreement; (b) decompile, disassemble, reverse engineer or attempt to reconstruct, identify or discover any source code, underlying ideas, user interface techniques or algorithms of the Hosted Service or Software Product (including any applicable Supported Applications); (c) copy, modify, adapt, translate, incorporate into or with other software, or create a derivative work of any part of the Hosted Service or Software Product (including any applicable Supported Applications); (d) access the Hosted Service or Software Product (including any applicable Supported Applications) to create a similar or competitive product or service; (e) attempt to circumvent any user limits, timing, or use restrictions that are built into the Hosted Service or Software Product (including any applicable Supported Applications); (f) encumber, transfer, sell, resell, license, sublicense, assign, distribute, rent, lease, or otherwise use the Hosted Service or Software Product (including any Add -on Modules and Supported Applications) except as expressly provided by this Agreement; (g) alter, remove, deface, or destroy any copyright, trademark, or other proprietary markings or legends in the Hosted Service or Software Product (including any applicable Supported Applications); (h) use the Hosted Service or Software Product (including any applicable Supported Applications) in a manner or in connection with any activity that would violate any law, rule or regulation, including those related to discrimination, privacy, data protection, and third -party intellectual property rights; (1) use the Customer's KnowledgeBase or the Hosted Service or Software Product (including any applicable Supported Applications) to store or transmit Malevolent Code. Agiloft HSA_v.01242023 Page 5 of 25 Confidential Customer will not copy the Hosted Service or any part thereof, including a feature, function or user interface, except as permitted in writing by Agiloft. Customer will not frame or mirror any part of any Agiloft's Hosted Service or Software Product, other than framing on Customer's own intranets or otherwise for Customer's own internal business purposes or as permitted in the Documentation. Should Customer violate this Section 3.3, Agiloft has the right to suspend Customer's use of the Hosted Service or Software Product (including any applicable Supported Applications) until the violation is fixed. 3.4 Test Licenses. Customer may purchase test licenses of the Software Product (including any applicable Supported Applications) for use in development and testing. Any additional fees associated with such licenses will be set forth in the Quote. 3.5 External -Facing Hosted Service Behavior. Customer and its Users are solely responsible for complying with applicable law in any use of cookies or other tracking technologies, as well as the U.S. Digital Millennium Copyright Act. In addition, if Customer or its Users engage in any of the following activities, Customer may be deemed in material breach of this Agreement: a) Customer may not use or allow the use of the Hosted Service to display, store, process or transmit: corrupted files, hoaxes, frauds such as pyramid schemes or any other items of a destructive or deceptive nature; material that infringes or misappropriates a third party's intellectual property or proprietary rights; that violates a third-party's privacy rights; that violates applicable law; that is excessively profane; that is hateful or violent; that advocates racial or ethnic intolerance; that is intended to advocate or advance computer hacking or cracking; illegal software; Malevolent Code; or any other material that violates or encourages conduct that would violate any criminal laws, any other applicable laws, or any other third party rights. b) Customer may not use, or allow anyone else to use the Hosted Service to: generate or facilitate unsolicited commercial email (spam). Spam activity includes, but is not limited to: sending email in violation of the CAN-SPAM Act or any other applicable anti-spam law; imitating or impersonating another person or email address, creating false accounts for the purpose of sending spam; mining or harvesting any web property (including any data not belonging to Customer) to find email addresses or other user account information; sending unauthorized mail via open, third -party servers; and sending email to users who have requested removal from a mailing list. c) Unless Customer's business legally engages in such activities, Customer may not use, or allow anyone else to use, the Hosted Service in connection with illegal peer -to -peer file sharing; to engage in or promote gambling, to run a gambling operation; to sell, distribute or export prescription drugs or other controlled substances; to sell, distribute or promote drug Agiloft HSA_v.01242023 Page 6 of 25 Confidential paraphernalia; to corrupt minors; or to access any other service or website, directly or indirectly, in a manner that violates the terms for use of or access to such service or website. 3.6. Removal of Software Product and Other Applications. If a third party contends that any content in Agiloft's Hosted Service or Software Product, including for this Section 3.6, applicable Supported Applications, violates applicable law or third -party rights, and if Agiloft is directed to remove such content, Agiloft will remove the content as soon as practical in an upgrade to Agiloft's Software Product. If Agiloft receives information that integration with any Other Application in a Customer Knowledgebase may violate the terms set forth in this Section 3 or applicable law or third -party rights, and if Agiloft so notifies Customer, Customer will promptly disable or modify such integration with the Other Application to resolve the potential violation. If Customer does not take the actions described in this subsection, Agiloft may disable Customer's use of the applicable Software Product, Hosted Service, applicable Supported Application, or Other Application, or any part of any of these, until the potential violation is resolved. 3.7 Export Compliance. Each party hereby certifies that it has not been designated as a person who or that is prohibited from receiving certain technical data by any foreign or U.S. governmental agency, including the U.S. Treasury Department (under its List of Specially Designated Nationals) or the U.S. Commerce Department (under its Denied Persons or Entity List). Customer also covenants (i) not to export or re-export, directly or indirectly, any regulated technical data, alone or embodied in any product, in violation of any U.S. or foreign export control laws or regulations and (ii) not to use any regulated technical data, alone or embodied in a product, for purposes prohibited by any U.S. or foreign export control laws or regulations, including for nuclear, chemical or biological weapons proliferation purposes. 3.8 Anti -Corruption. Neither party has received, been offered, solicited, or accepted any illegal (in accordance with applicable State and Federal law) or improper bribe, kickback, payment, gift, or thing of value from any of either party's employees or agents in connection with this Agreement. 3.9 Anti -Terrorism. Neither Party is in violation of any U.S. Anti -Terrorism Law (including applicable Executive Orders) or engages in or conspires to engage in any transaction that evades or avoids, or has the purpose of evading or avoiding, or attempts to violate, any of the prohibitions set forth in any Anti -Terrorism Law. 4. OTHER APPLICATIONS 4.1 Acquisition of Other Applications and Hosted Service. Any rights or obligations associated with the acquisition by Customer of other applications, products or services, and any exchange of data between Customer and any third -party provider, are held between Customer and that provider. Agiloft does not warrant or support Other Applications. Agiloft HSA_v.01242023 Page 7 of 25 Confidential 4.2 Other Applications and Customer KnowledgeBase. If Customer installs or enables any Other Application for use with the Hosted Service or Software Product, Customer may be required to grant permission to the provider of that Other Application to access the Customer KnowledgeBase as required for the interoperation of that Other Application with the Hosted Service or Software Product. Agiloft is not responsible for any disclosure, modification or deletion of Customer Data resulting from access by any Other Application. 4.3 Integration with Other Applications. The Hosted Service or Software Product may contain features designed to interoperate with Other Applications. To use such features, Customer may be required to obtain access to Other Applications from their providers and may be required to grant Agiloft access to Customer account(s) for the Other Applications. If the provider of the Other Application ceases to make the Other Application available for interoperation with the corresponding Hosted Service or Software Product on reasonable terms, or changes the API (application programming interface) in a manner that breaks the integration with the Software Product or Hosted Service, Customer will not be entitled to any refund, credit, or other compensation. 5. BILLING 5.1 Fees and Expenses. Customer agrees to pay all fees as set forth in the applicable Quote. Except as otherwise stated herein, Customer agrees that fee payment obligations are non -cancelable, and fees paid are non-refundable. Customer understands that licenses and services purchased can be increased at any time but cannot be decreased until the end of the applicable term. Any travel expenses shall be pre -approved by Customer and will be billed at actual travel and lodging costs and a fixed per diem of the greater of $75.00 USD or the applicable rate set by the US Government General Services Administration. 5.2 Invoicing and Payment. Customer will provide Agiloft with a valid purchase order or alternative payment authorization documents acceptable to Agiloft. Agiloft accepts ACH, wire transfers, checks, credit card, and if applicable, P-Card payments. If Customer opts for credit card or P- Card payment, Customer authorizes Agiloft to charge such card for the Hosted Service and Software Product as set forth in the Quote for the initial term and any authorized renewal term(s) as described in Section 11.2 (Renewal) and Section 11.4 (Termination). If Customer chooses to pay by credit card and/or P-Card payments, such payments will be subject to a three percent (3%) service fee. Agiloft will invoice Customer in accordance with the relevant Quote. 5.3 Payment Due Dates. Unless otherwise stated in the Quote, invoiced charges are due 30 (thirty) days from the invoice date. Customer is responsible for providing complete and accurate billing and contact information to Agiloft and notifying Agiloft of any changes to such information. 5.4 Overdue Invoices. If any invoiced amount is not received by Agiloft by the due date, then without limiting Agiloft's rights or remedies, those charges will accrue late interest at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower. Agiloft HSA_v.01242023 Page 8 of 25 Confidential 5.5 Suspension of Service and Acceleration. If any amount owed by Customer for Agiloft's Hosted Service is 30 (thirty) or more days overdue, Agiloft may, without limiting its other rights and remedies, (a) accelerate Customer's unpaid fee obligations for any (i) unpaid license fees due or (ii) services performed, so that all such obligations become immediately due and payable, and (b) suspend Agiloft's Hosted Service to Customer until such obligations are paid in full. Agiloft will give Customer at least 10 (ten) days' prior notice that Customer's account is overdue, in accordance with Section 12.2 (Manner of Giving Notice), before suspending Hosted Service to Customer. 5.6 Payment Disputes. Agiloft will not exercise our rights under Section 5.4 (Overdue Invoices) or Section 5.5 (Suspension of Service and Acceleration) above if Customer is disputing the relevant charges reasonably and in good faith and is cooperating diligently to resolve the dispute. 5.7 Taxes. Customer is responsible for paying any required taxes not invoiced by Agiloft for any purchase under this Agreement. 5.8 Prospective Functionality. Customer acknowledges that Customer's purchase of Agiloft's Hosted Service or Software Product is not contingent on the delivery of any prospective functionality or features, or dependent on any oral or written comments made by Agiloft regarding future functionality or features. 6. PROPRIETARY RIGHTS AND LICENSE GRANTS 6.1 Reservation of Rights. Agiloft and, as applicable, Agiloft's suppliers, own and retain all rights, title, and interest in and to the Software Product (including, for this Section 6.1, applicable Supported Applications) and all derivatives, features, modifications, and updates thereto. Customer may only access and use Agiloft's Software Product in accordance with this Agreement. No rights are granted to Customer to the Software Product other than as expressly set forth herein. Customer will ensure that its users comply with the applicable terms and conditions of this Agreement and Customer is fully responsible for its User's activity in connection with Software Product. 6.2 License by Agiloft to use Agiloft's Software Product. Agiloft grants to Customer a specific number of limited, non-exclusive, non-sublicensable, revocable, non -transferable licenses, to use Agiloft's Software Product, including for this Section 6.2, applicable Supported Applications, pursuant to the applicable Quote and this Agreement. 6.3 License by Customer to Host Customer's KnowledgeBase. Customer grants Agiloft a worldwide, royalty -free, non-exclusive license, fully sublicensable (solely to Agiloft's sub - processors) to host Customer's KnowledgeBase, and any Other Applications and program code created by or for Customer, as necessary in conjunction with Customer's use of Agiloft's Hosted Service and, as applicable, Supported Applications. Subject to the limited licenses Agiloft HSA_v.01242023 Page 9 of 25 Confidential granted herein, Agiloft, including its suppliers, acquires no right, title or interest in or to Customer's KnowledgeBase, Customer's Data, or any Other Application. 6.4 Feedback. With respect to any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by Customer or its Users relating to the Software Product, Hosted Services, and Supported Applications, including any features and/or functionality thereof (collectively, "Feedback"), Customer grants to Agiloft a non-exclusive, worldwide, perpetual, irrevocable, freely sublicensable and fully transferable license to make, use, sell, reproduce, create derivatives of, display or otherwise practice the Feedback. Agiloft will not publicly associate such Feedback with Customer without prior written consent. 6.5 Federal Government End Use Provisions. Agiloft provides the Hosted Service, including related software and technology, for ultimate federal government end use solely in accordance with the following: Government technical data and software rights related to the Hosted Service include only those rights customarily provided to the public as defined in this Agreement. This customary commercial license is provided in accordance with FAR 12.211 (Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data - Commercial Items) and DFAR 227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these terms, it must negotiate with Agiloft to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement. 6.6 Third Party Software. Agiloft's Software Product may contain software that originated with third parties, and without limiting the general applicability of the other provisions of this Agreement, Customer agrees: (a) the right, title and interest to any third -party software incorporated in the Software Product remains with the third -party, that supplied the same; and (b) Customer will not distribute, disseminate, or otherwise provide any such third -party software available with the Software Product, in any manner, outside the scope set forth in this Agreement. 6.7 Usage Data. Agiloft may use Usage Data (during and after the Term) for the purposes of implementing, maintaining, and improving Agiloft products and fulfilling its obligations herein. Agiloft will not disclose Usage Data to any third -party in a manner that identifies Customer or contains any Customer Data. 7. CONFIDENTIALITY 7.1 Definition. "Confidential Information" is all information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party"), whether orally or in writing, either expressly designated as confidential or that should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential Information may include, but is not limited to, business information or ideas, trade secrets, proprietary Agiloft HSA_v.01242023 Page 10 of 25 Confidential data, personnel data, suppliers, procedures, cost of merchandise, sales data, price lists, financial information, business plans, prospect names, business opportunities, confidential business reports, customer lists, data or contracts, computer software usage, technical reports on products and services, product data or specifications, technical know-how, formulae, diagrams, flow charts, drawings, source code, object code, program listings, test results, processes, inventions, research projects or product development. 7.2 Exceptions. Confidential Information will remain the exclusive property of the Disclosing Party, unless and until the Receiving Party can prove that it (a) became publicly known through no fault of the Receiving Party, (b) was properly and lawfully known to Receiving Party, without restriction, prior to disclosure by the Disclosing Party, (c) became properly and lawfully available to Receiving Party through a third party, or (d) was independently developed by Receiving Party without reference to or use of the Disclosing Party's Confidential Information. 7.3 Standard of Protection. Receiving Party will hold in confidence and not disclose Confidential Information to anyone, except as necessary to carry out the terms of this Agreement, or as authorized by the Disclosing Party in writing, and agrees to limit access to Confidential Information of the Disclosing Party to employees and contractors of the Receiving Party who have signed confidentiality agreements containing protections no less stringent than those herein. 7.4 Compelled Disclosure. If Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, Receiving Party agrees to give Disclosing Party prompt notice of the compelled disclosure. Receiving Party further agrees to give reasonable assistance to Disclosing Party, to the extent legally permitted, and at Disclosing Party's cost, in any contest by Disclosing Party to the compelled disclosure. 8. WARRANTIES, EXCLUSIVE REMEDIES AND DISCLAIMERS 8.1 Representations. Each party represents that it has entered into this Agreement in good faith and has the legal power to do so. 8.2 Guarantee. Agiloft offers a 90 (ninety) day guarantee on the initial purchase of its Hosted Service and Software Product. Customer may cancel the Hosted Service for any reason within 90 days of the Effective Date of Agreement. To cancel the order and receive a complete refund of hosted service fees, Customer should notify Agiloft per Section 11.4(d). 8.3 Limited Warranties. Agiloft warrants that it will not materially decrease the overall security of the Hosted Service during the applicable term; that the Hosted Service will perform materially in accordance with the applicable Documentation, that, subject to Section 4.3 (Integration with Other Applications), Agiloft will not materially decrease the functionality of the Hosted Service during the current term, and that the Hosted Service and Software Product will not introduce Malevolent Code into Customer systems. Agiloft HSA_v.01242023 Page 11 of 25 Confidential 8.4 Mutual Disclaimers. EXCEPT AS EXPRESSLY PROVIDED HEREIN, OR, FOR APPLICABLE SUPPORTED APPLICATIONS, AS EXPRESSLY PROVIDED IN THE APPLICABLE AGREED UPON TERMS FOR SUCH SUPPORTED APPLICATIONS, THE SOFTWARE PRODUCT, ANY THIRD PARTY SOFTWARE, SUPPORTED APPLICATIONS, AND HOSTED SERVICE ARE PROVIDED "AS IS" AND NEITHER AGILOFT NOR CUSTOMER MAKES ANY WARRANTY OF ANY KIND, WHETHER OR NOT EXPRESS, IMPLIED, STATUTORY NOR OTHERWISE, AND EACH PARTY SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON -INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW. EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD -PARTY SOFTWARE OR HOSTING PROVIDERS. AGILOFT MAKES NO REPRESENTATION AND WARRANTY WHATSOEVER WITH RESPECT TO THIRD PARTY SOFTWARE INCORPORATED INTO THE SOFTWARE PRODUCT. 9. INDEMNIFICATION 9.1 Agiloft's Indemnification Obligations. Subject to the limitations set forth above in Section 8.4, Agiloft will defend Customer against any claim, demand, suit or proceeding made or brought against Customer by a third party alleging that Customer's use of the Software Product or Hosted Service in accordance with this Agreement infringes or misappropriates such third party's intellectual property rights, and will indemnify Customer from any damages, attorney fees and costs finally awarded against Customer as a result of such a claim against Customer, or for amounts paid by Customer under a settlement approved by Agiloft in writing of such a claim, provided Customer (a) promptly gives Agiloft written notice of such a claim, (b) gives Agiloft sole control of the defense and settlement of such a claim, except that Agiloft may not choose to settle any such claim unless it unconditionally releases Customer of all liability, and (c) gives Agiloft all reasonable assistance, at Agiloft's expense. If Agiloft receives information about an infringement or misappropriation claim related to Agiloft's Software Product or Hosted Service, Agiloft may choose, in our discretion and at no cost to Customer, to (x) modify the Software Product or Hosted Service so that it no longer infringes or misappropriates, without breaching Agiloft's warranties under Section 8.3 (Limited Warranties), (y) obtain a license to allow for Customer's continued use of the Software Product or Hosted Service in accordance with this Agreement, or (z) terminate Customer's use of our Software Product or Hosted Service upon 30 days' written notice and refund Customer any prepaid fees covering the remainder of the term. The above defense and indemnification obligations do not apply to the extent a claim against Customer arises from alleged infringement or misappropriation in Customer's KnowledgeBase, any Other Application or Customer's breach of this Agreement. 9.2 Customer's Indemnification Obligations. Subject to the limitations set forth above in Section 8.4, Customer will defend Agiloft against any claim, demand, suit or proceeding made or brought Agiloft HSA_v.01242023 Page 12 of 25 -onfidential against Agiloft by a third party alleging that Customer's KnowledgeBase, or Customer's use of the Hosted Service or Software Product in breach of this Agreement, infringes or misappropriates such third party's intellectual property rights or violates applicable law, and will indemnify Agiloft from any damages, attorney fees and costs finally awarded against Agiloft as a result of such a claim, or for any amounts paid by Agiloft under a settlement approved by Customer in writing, of such a claim against Agiloft, provided Agiloft (a) promptly gives Customer written notice of such a claim against Agiloft, (b) gives Customer sole control of the defense and settlement of such a claim against Agiloft, except that Customer may not settle any such claim against Agiloft unless it unconditionally releases Agiloft of all liability, and (c) gives Customer all reasonable assistance, at Customer's expense. 9.3 Exclusive Remedy. This Section 9 states the indemnifying party's sole liability to, and the indemnified party's exclusive remedy against, the other party for any type of claim described in this Section 9. 10. LIMITATIONS OF LIABILITY 10.1 EXCEPT AS OTHERWISE PROVIDED IN SECTIONS 10.3 AND 10.4 BELOW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE, CONSEQUENTIAL, OR SPECIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM THE LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF PRODUCTION OR USE, OR THE INCREASED COSTS OF DOING BUSINESS, REGARDLESS OF WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT, OR OTHERWISE, AND EVEN IF SUCH PARTY HAD BEEN ADVISED OF THE POSSIBIITY OF SUCH DAMAGES. 10.2 EXCEPT AS OTHERWISE PROVIDED IN SECTIONS 10.3 AND 10.4 BELOW, EACH PARTY'S CUMULATIVE AGGREGATE LIABILITY TO THE OTHER, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ALL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL BE LIMITED TO THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE (THE "CAP"). THIS LIMITATION DOES NOT LIMIT CUSTOMER'S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT. 10.3 A PARTY'S CUMULATIVE AGGREGATE LIABILITY TO THE OTHER ARISING OUT A BREACH OF SECTION 7 (CONFIDENTIALITY) WILL NOT EXCEED THE GREATER OF TWO TIMES (2X) THE CAP SET FORTH IN SECTION 10.2 AND $150,000.00 USD. 10.4 ANY LIMITATIONS OR EXCLUSIONS OF LIABILITY SET FORTH ABOVE DO NOT APPLY TO: (1) CLAIMS ARISING OUT OF EITHER PARTY'S GROSS NEGLIGENCE, WILFUL MISCONDUCT, OR FRAUD; (II) A PARTY'S MISAPPROPRIATION OF THE OTHER PARTY'S TRADE SECRETS OR INFRINGEMENT OF THE OTHER PARTY'S COPYRIGHTS OR TRADEMARKS; (III) ANY OTHER LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW. Agiloft HSA_v.01242023 Page 13 of 25 Confidential F .LATJ1_%T_1.L1111MT1I10r_TI11ML1I 11.1 Term of Agreement. Unless terminated in accordance with this Section, this Agreement commences on the Effective Date and continues for the later of (a) the term set forth in the Quote ("Initial Term"), and (b) the expiry or termination of any renewal entered into under Section 11.2 (collectively, the "Term"). 11.2 Renewal. Agiloft will provide Customer the renewal Quote, as described in this Section 11.2, at least 90 (ninety) days prior to the end of the current Term. At the end of the Term, the Agreement will renew for the same length of time as the Initial Term and in accordance with this Section 11.2 unless a) a different length renewal Term is agreed upon by the parties in a written Quote, b) Agiloft provides to Customer written notice of non -renewal at least one hundred and eighty (180) days prior to the end of the then current Term, or c) Customer provides to Agiloft written notice of non -renewal at least sixty days prior to the end of the then current Term. Upon renewal, the per license pricing and the hosted service pricing in the renewal Quote will be the same as Customer's applicable pricing during the immediately prior term unless Agiloft notifies Customer in writing of a price increase at least 90 (ninety) days before expiration of the then current term. In the event of a price increase, a) for a renewal of three (3) years, the pricing in Customer's renewal quote will not exceed a one-time increase of five percent (S%) at the beginning of such 3-year renewal Term or b) for a renewal of one (1) year, the pricing in Customer's renewal Quote will be based on Agiloft's current prices at the time of the renewal. Previous pricing discounts designated as special or one-time pricing in a Quote are excluded from the renewal Quote If the payment for the renewal invoice is late, then upon payment, Agreement will be renewed retroactively, and all provisions shall be deemed to have been in effect continuously since the renewal date. 11.3 Increases and Decreases. Customer may purchase additional licenses or services at any time. If Customer is within a multi -year Term, the pricing for additional licenses or hosted services will be based on Customer's pricing quoted at the beginning of the Term, prorated to the end of the then current contract term. If Customer is not on a multi -year Term, the pricing for additional licenses will be based on Agiloft's current prices at the time. Decreases in service or the number of licenses must be made at the end of the then -current term, and any renewal for a decrease in licenses will be based on current pricing without regard to prior per -license pricing. 11.4 Termination. A party may terminate this Agreement for cause (a) upon thirty (30) days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period, or (b) if the other party becomes the subject of a bankruptcy petition or any Agiloft HSA_v.01242023 Page 14 of 25 Confidential other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors, or (c) terminated by Customer as a result of purchasing On -Premise licenses, (d) by Customer as a result of selecting the guarantee, as described in Section 8.2 (Guarantee) or (e) by Customer for convenience with written notice. 11.5 Refund or Payment upon Termination. (a) If this Agreement is terminated by Customer in accordance with Section 11.4(a)(Agiloft's breach), Section 11.4(b), or Section 11.4(c), Agiloft will refund, as applicable, to Customer any prepaid fees covering the remainder of the term after the effective date of termination. Termination by Customer in accordance with Section 11.4(a) (Agiloft's breach) will additionally include a refund for the notice period. (b) If this Agreement is terminated by Agiloft in accordance with Section 11.4(d) or Section 8.2 (90-day guarantee), Agiloft will refund to Customer all Hosted Service and license fees paid by Customer (for the Guarantee period and any prepaid fees past the effective date of termination) and any pre -paid, not yet used, Professional Service fees contracted with Agiloft. (c) If this agreement is terminated by Agiloft for Customer's material, uncured breach in accordance with Section 11.4(a) (Customer's breach), Section 11.4(b), or by Customer in accordance with Section 11.4(e) of the Agreement or Section 2(a) of the Addendum (termination for convenience), termination will not relieve Customer of its obligation to pay any fees due Agiloft for the period prior to the effective date of termination, or of its obligation to pay any Hosted Service fees due Agiloft through the end of the Term 11.6 Effect of Termination or Expiration. Upon any expiration or termination of this Agreement, except as otherwise expressly provided in this Agreement: (a) all rights, licenses, consents, and authorizations granted by either party to the other will immediately terminate on the date of termination or expiration, other than as is necessary for a Party to carry out surviving obligations to the other Party; (b) the Receiving Party will take reasonable steps to destroy or erase any Confidential Information it holds of the Disclosing Party within 30 days of the date of termination or expiration, except that the Receiving Party may retain, subject to the confidentiality obligations set forth in Section 7 above, copies of Confidential Information: (i) that are securely stored in archival or computer back-up systems; (ii) to meet legal or regulatory obligations, or (iii) in accordance with bona fide record retention policies; (c) Agiloft will continue to make Customer Data available to Customer for export or download by Customer as provided in the standard administrative interface Documentation for 30 days after the termination date. After that 30-day period, Agiloft will have no obligation to maintain Agiloft HSA_v.01242023 Page 15 of 25 Confidential or provide Customer Data and will delete or destroy all copies of Customer Data in our systems or otherwise in our possession or control, unless prohibited by applicable law from doing so. 11.7 Surviving Provisions. Sections that by their nature and context are intended to survive termination or expiration of this Agreement will so survive, including, but not limited to, those Sections entitled "Fees and Expenses" "Proprietary Rights and Licenses," "Confidentiality," "Warranties, Exclusive Remedies and Disclaimers," "Indemnification," "Limitation of Liability," "Renewals and Termination," and "General Provisions." 12. GENERAL PROVISIONS 12.1 Entire Agreement. This Agreement is the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. 12.2 Manner of Giving Notice. All notices, permissions and approvals given under this Agreement shall be in writing and shall be deemed to have been provided upon: (a) personal delivery, (b) the second business day after first class mailing, or (c) one day after receipt of an email sent to the email address of notice, or (d) one week after international express mailing. All notices to Agiloft under this Agreement shall be addressed to Agiloft, Inc., 303 Twin Dolphin Drive, Floor 6, Redwood City, CA 94065, ATTN: Legal Department with a copy to legal@agiloft.com. All billing or account notifications to Agiloft shall be sent to ar@agiloft.com. Billing -related notices to Customer shall be addressed to the relevant billing contact or email address designated by Customer, or as set forth on the applicable Quote, or as set forth below. Notices to Customer shall be addressed as specified below, with the exception of Hosted Service notifications to be addressed to the Agiloft system administrator designated by Customer. 12.3 Consent to Governing Law and Exclusive Jurisdiction. Each party agrees to the applicable governing law of the following jurisdictions, without regard to choice or conflicts of law rules, and to the exclusive jurisdiction of their courts as follows. a) Each party agrees to participate, in good faith, in informal and confidential dispute resolution prior to bringing any claim against the other in a court of competent jurisdiction. b) If Customer is located in the United States, or anywhere not specifically identified in this Subsection 12.3, this Agreement shall be governed by the laws of the State of California and adjudicated in the state courts located in San Mateo County, California, or if required by law, the federal courts of the Northern District of California. c) If Customer is located in Europe, including Greenland, in the Middle East or in Africa, this Agreement will be governed by the laws of England, and adjudicated in the courts located Agiloft HSA_v.01242023 Page 16 of 25 Confidential in England. The parties to this Agreement do not intend that any of its terms will be enforceable by virtue of the Contract (Rights of Third Parties) Act (UK) 1999 by any person not a party to this Agreement. d) If Customer is located in Asia (including Pakistan, Sri Lanka, Kazakhstan, Kyrgyzstan, the Russian Federation, Tajikistan, Turkmenistan and Uzbekistan) or in the Pacific Rim, this Agreement will be governed by the laws of the Republic of Singapore and adjudicated in the courts of the Republic of Singapore. The parties to this Agreement do not intend that any of its terms shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act (Cap. 5313) (Singapore) by any person not a party to this Agreement. 12.4 Order of Precedence. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) this Agreement and as applicable, addendums and amendments, and (2) the applicable Quote or Statement of Work and any accompanying professional services agreement. 12.5 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the other party's prior written consent, not to be unreasonably withheld, unless as part of a merger or sale of substantially all of the assigning party's assets. 12.6 Relationship of the Parties. The parties are independent contractors. This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. 12.7 Prevailing Party. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover all costs and reasonable attorney's fees. 12.8 Waiver. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. 12.9 Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect. Agiloft HSA_v.01242023 Page 17 of 25 Confidential THE PARTIES HEREBY EXECUTE THIS AGREEMENT AS OF THE LAST DATE BELOW. The City of Fort Worth Individual signing: Valerie Washington Signature: Valerie Washington (Jul7, 202317:09 CDT) Title: Assistant City Manager Date: Jul 7, 2023 Customer address for notice: City of Fort Worth 200 Texas St. Fort Worth, TX 76102 Customer contact and email for billing SupplierInvoices@fortworthtexas.gov Agiloft, Inc. Individual signing: Patricia Pritts Signature: Talc -IGia Trias Patricia Pritts (May 31, 2023 10:22 PDT) Title: VP, Deals Enablement Date: May 31, 2023 Agiloft address for notice: Agiloft, Inc. 303 Twin Dolphin Drive, Floor 6 Redwood City, CA 94065 Attn: Legal Department Agiloft HSA_v.01242023 Page 18 of 25 Confidential EXHIBIT A - SUPPORT 1. SUPPORT SERVICE PLANS A STANDARD SUPPORT a) Agiloft provides a web -based Support Portal and online documentation at the Help Wiki. Customers are provided with logins to Agiloft's Support Portal and may self -register. The Support Portal is used to submit requests for support or questions, to request new implementation work, and to search for answers to FAQs. Customers are notified as support tickets move through the process to resolution. The Support Portal is available 24/7 for submitting and updating tickets and for accessing FAQs and is staffed during Standard Support hours for customers with Standard Support b) Agiloft provides telephone support with a U.S. based support telephone number during Standard Support hours at 650-459-5637. Ext. 3 for Support, or US/Canada Toll -free: 888-727-2209, Ext. 3 for Support. c) Standard Support hours are Monday -Friday, 7:30 am to 8:00 pm EST except holidays in the US, and during business hours in other countries. d) Telephone calls may be logged in Agiloft's Web -based customer Support Portal, depending upon the content of the call and whether or not an immediate resolution is provided. e) Customer personnel view only their own support tickets by default; upon request, they may be permitted to view all support tickets from Customer's employees. Agiloft support services are not provided to Customer's customers, vendors, or other external users. f) Agiloft provides a Security Information Packet consisting of our CAIQ and SIG security documents, our SOC2 report, an external audit penetration report, and our IT Disaster & Recovery document. Completion of Customer security questionnaires and documents is available as a Professional Service and is quoted based on the requirements. B GOLD AND PLATINUM SUPPORT The Gold and Platinum support plans provide for enhanced support coverage such as 24x5 or 24x7 support, reduced initial response time, and additional features as shown in the table below. Agiloft HSA_v.01242023 Page 19 of 25 Confidential C AGILOFT SUPPORT PLANS standai'd Odd Platinum Day-ur6dy Suppoii Need, Actelerated PAMmr a and kap4d ResFwnfe. Reaahiudn for Global Organixatlons ReslsJrltInnwhen Larger and Mirilmurn Odwnium Teamsate mammong Theo Aglleft Instance Case Subrriisslon VP V r}I Help Center VP V cam IMun ity V V wf Estalatlen buttari to appear after SLA expiration 100P 1/ � Sys Gem dawn Initial Response In 30 Minutes VP %/ Ne Priority Tickethandling No 1f 1P CoveiageHours Standard9WsinessHours 24X5 24x7 C:U%t6Me4 Nattsed CantactS (AdMins) 2 0 10 Support Team Pooled Pooled Pooled • Named Weekend support System down Syetryh down Yes Syste nr Down 30 minutes 30 minutes 30 rn inula� Critical 4 heuas 1 hour �0 rnlrwtee Nigh 5 hours d hVuds a house Medium 112 hours S hauts E ha Ljry Law 24 hours 24 hour=- 1: ISuura 4shul[rluncthsnallry Scope AShr1Il UMrtlonaliry AatirlYtluor6adohly Integration aupporl EISRfOperatrans Revlew No 131-Annual 0—[Esl ly Technical Account Manager No Add-0n Add -on 2. PROBLEM CLASSIFICATION Support tickets are placed into three general categories as follows: • Support Issue - a question about standard Agiloft functionality that does not involve changes to the core Software Product, although it may involve changes to the configuration made by the administrator using their browser. Support Issues can generally be resolved by Customer's administrator within a few hours of submission based on advice provided by support staff. • Enhancement Request - request to add functionality to the core Software Product. Enhancement requests may be scheduled at Agiloft's discretion, based on the perceived usefulness of the request for other customers. Note that enhancement requests may also be performed as paid custom development at Customer's request, should Agiloft choose not to incorporate them as a general enhancement. Agiloft HSA_v.01242023 Page 20 of 25 Confidential • Bug - a defect in the core Software Product. Agiloft shall respond to and use reasonable commercial efforts to resolve issues deemed to be Bugs in accordance with Section 3 below, which priority shall be determined in good faith by Customer. Because it is usually possible to accomplish the same task in more than one way in Agiloft, Agiloft is often able to provide reasonable workarounds to any functional bugs. 3. PRIORITY RESPONSE TIMES FOR PROBLEMS The following Initial Response Times and Target Resolution times are for handling issues that have been classified as Bugs. The hours during which Agiloft is obligated to work on problem resolution are restricted to Standard Support hours, which are from 7:30 am to 8:00 pm EST, Monday through Friday, except on federal holidays unless Customer has the Gold, Platinum, or other extended support plan. If a System Down issue is submitted during standard business hours, Agiloft will continue working on it outside of those hours until resolved, provided the resolution is within Agiloft's control (i.e., Agiloft staff have necessary access to the hosted server and Customer personnel are available as needed). Agiloft will use commercially reasonable efforts to meet the response times and resolution targets set forth in this Section. For timely resolution, particularly of System Down or Critical issues, you may be requested to provide admin login access. Standard Gold Platinum Priority Initial Target Resolution Initial Target Resolution Initial Target Resolution Response Response Response Time Time Time System 30 30 — 60 minutes 30 30 — 60 minutes 30 30 — 60 minutes Down minutes minutes minutes Critical 4 hours 4 — 8 hours 1 hour 2 — 4 hours 30 2 — 4 hours minutes High 8 hours See Target 4 hours See Target 2 hours See Target Resolution below* Resolution below* Resolution below* Medium 12 hours See Target 8 hours See Target 6 hours See Target Resolution below* Resolution below* Resolution below* Low 24 hours See Target 24 hours See Target 12 hours See Target Resolution below* Resolution below* Resolution below* Agiloft HSA_v.01242023 Page 21 of 25 Confidential Priority Descriptions Priority System Down Critical High Medium Low Description The production system is rendered inoperable due to a system software failure A major program function is affected by a software failure, with material productivity impact A minor program function is affected *Target Resolution Description Engineering and/or support staff assigned as needed 24/7 until the problem is resolved, providing regular status updates. Engineering and/or support staff assigned to reach resolution and/or determine a workaround, providing regular status updates. If a workaround can be provided, the correction will by a software error, a problem occurs be scheduled for the next regular upgrade. If not, a infrequently, or a workaround has correction will typically be provided within a week. been provided. A minor program function is affected by a software error and a problem occurs that is not readily reproducible, or a workaround has been provided. An issue with negligible impact or a how-to question 4. EXCLUSIONS If a workaround can be provided, any correction will be scheduled for the next regular upgrade. If not, a correction will typically be provided within a month. If a workaround or answer can be provided, the correction may be made at discretion of Agiloft, based on its relevance to other customers. Unless otherwise specified in an extended support plan, Support is intended to cover standard functionality and software defects. It does not include the provision of configuration advice and consulting services. If the issue is specific to the particular configuration of the Customer KnowledgeBase or requires that Agiloft access and review the Customer KnowledgeBase in order to provide a solution, it is classified as Consulting and is not covered under the support contract. Consulting may be purchased separately as set forth the applicable Quote. Problems caused by or arising from the following will not be considered "problems" for the purposes hereof and will not be subject to Agiloft's obligation to provide Support Services: a) failure of server hardware or equipment not owned or directly controlled by Agiloft or its subcontractors; b) failure of telecommunications or internet hardware or equipment not owned or directly controlled by Agiloft or its subcontractors; c) failure directly resulting from errors made by the customer's system administrator; d) irreversible destruction of data directly caused by direct actions taken by customer. Agiloft HSA_v.01242023 Page 22 of 25 Confidential f�:lal:3�1:3 PROFESSIONAL SERVICES ADDENDUM This Exhibit B, Professional Services Addendum (the "Addendum") between the City of Fort Worth ("Customer") and Agiloft, Inc. ("Agiloft") is effective as of the execution date below ("Effective Date") and is made a part of and governed by the terms and conditions of that certain Hosted Service Agreement between Customer and Agiloft (the "HSA," and together with this Addendum, the "Agreement"). The terms of this Addendum apply only to the extent that Customer and Agiloft execute a Statement of Work ("SOW") for Professional Services to be provided by Agiloft for Customer. Capitalized terms used herein but not defined shall have the meaning set forth in the Agreement or the applicable Quote. 1. Professional Services A. Statements of Work. Subject to the terms and conditions of the Agreement and this Addendum, including as set forth in any SOW, Agiloft will provide certain professional services ("Professional Services") to Customer on a non-exclusive basis. Details around the specific Professional Services to be provided to Customer will be set forth in the SOW(s), each of which will be governed by and made a part of the Agreement. Customer will reasonably cooperate with Agiloft with regard to performance of Professional Services. B. Work Locations. Unless otherwise specified in the applicable SOW, Professional Services will be performed remotely from an Agiloft employee or partner location. C. Deliverables. Any Agiloft-designated deliverables (the "Deliverables") shall be set forth in the applicable SOW. D. Change Orders. In order to change or modify the description of Professional Services set forth in the applicable SOW, Customer will submit a written request to Agiloft specifying the proposed changes in detail and Agiloft will provide an estimate of the Professional Services fees and anticipated changes in the delivery schedule that will result from the proposed change in Professional Services. Agiloft will continue performing the Professional Services in accordance with the applicable SOW until the parties sign a Change Order that includes details of the change in scope of work, scheduling and fees, as applicable. E. No Exclusivity; General Skills and Knowledge. The Professional Services provided to Customer are being performed on a non-exclusive basis. Customer acknowledges that Agiloft shall not be prohibited or enjoined at any time by Customer from utilizing any skills or knowledge of a general nature acquired during the course of performing the Professional Services specified under this Addendum. For the purposes of this Addendum, "skills or knowledge of a general nature" shall include, without limitation, anything that might reasonably be learned or acquired in connection with similar work performed for another Customer. Similarly, nothing contained in this Addendum will be construed Agiloft HSA_v.01242023 Page 23 of 25 Confidential to prohibit or limit Agiloft's ability to provide similar services to the Professional Services hereunder to any other company or entity whatsoever. F. Customer Responsibilities. Customer is responsible for providing information needed in a timely manner for Agiloft to perform services as specified in the applicable SOW. This includes access to Customer contacts and all requirements documentation, such as document templates, workflows, files, and data. The failure to provide this timely access could delay completion of the Professional Services. Customer will make available all necessary personnel to Agiloft during the SOW period. G. Staff Assigned to the Execution of Professional Services. Agiloft determines staff assignments based on the project requirements, the qualifications needed to perform its services, and personnel availability. Agiloft may use third party subcontractors to perform all or part of its obligations hereunder, located in the United States or abroad. Agiloft shall be responsible for the performance of the Professional Services by its personnel (including employees and partners) and their compliance with Agiloft's obligations under this Addendum, except as otherwise provided in the Agreement. H. Work Stoppages. If the Customer requests work stoppage after implementation on this SOW commences, Agiloft cannot guarantee that the same Agiloft project team will be available when the work resumes (unless Customer is willing to pay for standby time of the Agiloft Project team during the work stoppage at the standard billing rates). In addition, time required to onboard any new team members upon recommencement after a customer -requested stoppage will be billed to the Customer at their standard billing rates. I. Travel. If Customer expects Agiloft personnel (or personnel contracted by Agiloft) to travel to any location specified by the Customer, the travel needs to be approved in advance in writing by both Agiloft and the Customer (prior to booking). Travel expenses are in addition to the quote, unless specifically included. For any travel required, the following travel expenses are invoiced to Customer: - Actual travel costs for hotel and transport - A daily expense per diem rate equal to the greater of $75 USD or the US government GSA scheduled rates will be billed as applicable. Agiloft employees will utilize major hotel chains, airlines, etc. that offer reasonable, standard business room rates, air fare, etc. where possible. - Travel time for Agiloft personnel (or personnel contracted by Agiloft) at their respective billing rates. Note: Agiloft may decline a request for travel due to safely/health concerns for Agiloft personnel (or personnel contracted by Agiloft), for example, due to Covid-19 or another pandemic. 2. Fees and Payment Terms A. Fees. Professional Services fees to be paid by Customer to Agiloft for the Professional Services provided under this Addendum shall be as set forth in the applicable SOW. B. Payment. Customer will pay Agiloft the fees specified in each SOW. Agiloft HSA_v.01242023 Page 24 of 25 Confidential C. Non -Standard Work Hours. If there is a Customer specified requirement for the Agiloft team to work during non -business hours and/or weekends, this work shall be billed at 1.5 times the standard billing rate for Agiloft personnel (or personnel contracted by Agiloft). Agiloft will get approval from the Customer before performing any non -business hours/weekend work at the increased billing rate. 3. Term and Termination A. Term. The term of this Addendum will commence on the Effective Date and will continue in accordance with the term of the HSA, subject to termination under this Section or the HSA. B. Termination. Unless otherwise stated in the SOW or the HSA, Customer may terminate a SOW for convenience upon thirty (30) days' written notice to Agiloft. Either party may terminate a SOW for the other's material breach of such SOW, including of any related obligations set forth in this Addendum, on thirty (30) days' written notice, provided that if the other party cures the breach before expiration of such notice period, the SOW will not terminate. C. Effect of Termination. Upon termination of an SOW, Customer will pay Agiloft such fee for the work performed up to the date of termination. Termination of a SOW for any reason, including without limitation breach, will not terminate any other SOW or this Addendum. 4. Warrantii A. Professionalism & Function. Agiloft warrants that all Professional Services will be performed in a professional manner and materially in conformance with the SOW and this Addendum. Agiloft further warrants that Deliverables will conform to their specifications set forth in the SOW. Customer's sole remedy and Agiloft's sole liability and responsibility for breach of any warranty in this Section shall be for Agiloft to re -perform the Professional Services in question, including creation of Deliverables. THE PARTIES HEREBY EXECUTE THIS ADDENDUM AS OF THE LAST DATE BELOW. City of Fort Worth Signer Name: Valerie Washington Signature: __jhl,vv Valerie Washington (Jul7, 7023 17:09 CDI) Title: Assistant City Manager Date: Jul 7, 2023 Agiloft, Inc. Signer Name: Patricia Pritts Signature: Tatnr li mitts Patricia Pritts (May 31, 2023 10:22 PDT) Title: VP, Deals Enablement Date: May 31, 2023 Agiloft HSA_v.01242023 Page 25 of 25 Confidential ADDENDUM TO AGILOFT HOSTED SERVICE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND AGILOFT, INC. This Addendum to Agiloft Hosted Service Agreement ("Addendum") is entered into by and between Agiloft, Inc. ("Vendor") and the City of Fort Worth ("City"), collectively the "parties." Capitalized terms in this Addendum that are not defined shall have the same meaning given in the Agiloft Hosted Service Agreement. The Contract documents shall include the following: I. The Agiloft Hosted Service Agreement; and 2. This Addendum. Notwithstanding any language to the contrary in the attached Agiloft Hosted Service Agreement (collectively referred to herein as the "Agreement"), the parties stipulate by evidence of execution of this Addendum below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Addendum below shall be applicable to the Agreement as follows: I . Term. The Agreement shall commence upon the date signed by the Assistant City Manager below ("Effective Date") and shall expire no later than three (3) years afterward ("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties. At the end of the term, this Agreement may be renewed for two (2) one-year renewal periods at the City's option, each a "Renewal Term," unless Vendor provides to the City one hundred eighty (180) days' prior written notice of non -renewal. The City shall provide Vendor with written notice of its intent to renew at least thirty (30) days prior to the end of each term. 2. Termination. a. Convenience. Either City or Vendor may terminate the Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. b. Breach. If either party commits a material breach of the Agreement, the non - breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach thirty (30) calendar days after receipt of notice from the non -breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non -breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate the Agreement by giving written notice to the breaching party. Addendum Page 1 of 9 C. Fiscal Fundiniz Out. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. d. Duties and Obligations of the Parties. In the event that the Agreement is terminated by City in accordance with Section 2(b) prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. In the event Vendor has received access to City information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City upon City's request in a machine readable format or other format deemed acceptable to City. 3. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached Agreement requires either Party to pay attorneys' fees for any action contemplated or taken, or punitive or liquidated damages in any amount, any such terms are hereby deleted from the Agreement and shall have no force or effect. 4. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 5. Linked Terms and Conditions. If the Agreement contains a website link to terms and conditions, the linked terms and conditions located at that website link as of the effective date of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the extent that the linked terms and conditions conflict with any provision of either this Addendum or the Agreement, the provisions contained within this Addendum and the Agreement shall control. If any changes are made to the linked terms and conditions after the date of the Agreement, such changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the linked terms and conditions are hereby deleted and void. 6. Insurance. The City is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self -Insurance by Governmental Units," is self -insured and therefore is not required to purchase insurance. To the extent the Agreement requires City to purchase insurance, City objects to any such provision, the 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. Addendum Page 2 of 9 7. Sovereisn Immunitv. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 8. Limitation of Liabilitv and Indemnitv. To the extent the Agreement, in any way, requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 9. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Hosted Service or Software Product (the "Deliverables"), or any part thereof, in accordance with the Agreement, it being understood that the agreement to indemnify, defend, settle or pay shall not apply if City modifies or misuses the Deliverables. So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under the Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under the Agreement. If the Deliverables, or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverables; or (b) modify the Deliverables to make them/it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverables; or (c) replace the Deliverables with equally suitable, compatible, and functionally equivalent non -infringing Deliverables at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor, terminate the Agreement, and refund all amounts paid to Vendor by the City for services not yet rendered. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY. a. City IP Liability. ANY LIMITATIONS OR EXCLUSIONS OF LIABILITY FOR CITY SET FORTH IN THE AGREEMENT DO NOT APPLY TO THIRD PARTY CLAIMS AGAINST VENDOR ALLEGING Addendum Page 3 of 9 THAT CITY'S KNOWLEDGEBASE, OR CITY'S USE OF THE DELIVERABLES IN BREACH OF THE AGREEMENT OR THIS ADDENDUM, INFRINGES OR MISAPPROPRIATES SUCH THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS OR VIOLATES APPLICABLE LAW. 10. Data Breach. Vendor further agrees that it will monitor and test its data safeguards from time to time, and further agrees to adjust its data safeguards from time to time in light of relevant circumstances or the results of any relevant testing or monitoring. If Vendor becomes aware of any unauthorized access to any financial or personal identifiable information ("Personal Data") by any unauthorized person or third party, or becomes aware of any other security breach relating to Personal Data held or stored by Vendor under the Agreement or in connection with the performance of any services performed under the Agreement or any Statement(s) of Work ("Data Breach"), Vendor shall notify City without undue delay in writing and shall cooperate with City and take such reasonably commercial steps, at Vendor's expense, to mitigate or remedy such Data Breach. In the event of such Data Breach, Vendor shall comply with applicable laws, and shall take the appropriate steps to remedy such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their respective officers, directors, employees and agents, harmless from and against any and all claims, suits, causes of action, liability, loss, costs and damages, including reasonable attorney fees, arising out of or relating to any third party claim arising from breach by Vendor of its obligations contained in this Section, except to the extent resulting from the acts or omissions of City. All Personal Data to which Vendor has access under the Agreement, as between Vendor and City, will remain the property of City. City hereby consents to the use, processing and/or disclosure of Personal Data only for the purposes described herein and to the extent such use or processing is necessary for Vendor to carry out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will not transfer Personal Data to third parties other than through its underlying network provider to perform its obligations under the Agreement, unless authorized in writing by City. Vendor's obligation to defend, hold harmless and indemnify City shall remain in full effect if the Data Breach is the result of the actions of a third party. All Personal Data delivered to Vendor shall be stored in the United States or other jurisdictions approved by City in writing and shall not be transferred to any other countries or jurisdictions without the prior written consent of City. VENDOR'S AGGREGATE LIABILITY UNDER THIS SECTION 10, EXCLUSIVE OF COSTS RELATED TO VENDOR'S DUTY TO DEFEND, INCLUDING ATTORNEYS' FEES AND COURT COSTS, WILL NOT EXCEED (A) TWO TIMES THE TOTAL AMOUNT PAID OR PAYABLE BY CUSTOMER UNDER THIS AGREEMENT FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE 12 MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE, OR (B) $150,000, WHICHEVER IS GREATER. 11. No Mandatory Arbitration. To the extent the Agreement requires mandatory arbitration to resolve conflicts, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. Addendum Page 4 of 9 12. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is sufficient for purposes of the Agreement. 13. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to termination. 14. 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. 15. Addendum Controlliniz. If any provisions of the attached Agreement, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Addendum shall control. 16. Network Access. Intentionally omitted. 17. Immiizration Nationalitv Act. Vendor shall verify the identity and employment eligibility of its U.S.-based employees who perform work under the Agreement. Upon reasonable request by City, Vendor shall provide City with attestation of its compliance with eligibility requirements for each U.S.-based employee who performs work under the Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any U.S.-based Vendor employee who is not legally eligible to perform such services. SUBJECT TO THE LIMITATION OF LIABILITY PROVISION IN THE AGREEMENT, VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate the Agreement for violations of this provision by Vendor. 18. No Bovcott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. Addendum Page 5 of 9 19. Ri2ht to Audit. Vendor agrees that City shall, no more than once annually, until the expiration of three (3) years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Vendor involving transactions relating to the Agreement. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 20. Prohibition on Bovcottin2 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. 21. 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. 22. Insurance. 22.1 The Vendor shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: 22.1.1 Commercial General Liability: Addendum Page 6 of 9 22.1.1.1 Combined limit of not less than $2,000,000 per occurrence; $4,000,000 aggregate; or 22.1.1.2 Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow -form provision and shall include coverage for personal and advertising injury. 22.1.1.3 Defense costs shall be outside the limits of liability. 22.1.2 Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 22.1.3 Technology Liability (Errors & Omissions) 22.1.3.1 Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or 22.1.3.2 Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow -form provision and shall include coverage for personal and advertising injury. The umbrella policy shall cover amounts for any claims not covered by the primary Technology Liability policy. Defense costs shall be outside the limits of liability. 22.1.3.3 Coverage shall include, but not be limited to, the following: 22.1.3.3.1 Failure to prevent unauthorized access; 22.1.3.3.2 Unauthorized disclosure of information; 22.1.3.3.3 Implantation of malicious code or computer virus; 22.1.3.3.4 Fraud, Dishonest or Intentional Acts with final adjudication language; 22.1.3.3.5 Intellectual Property Infringement coverage, specifically including coverage for intellectual property infringement claims and for indemnification and legal defense of any claims of intellectual property infringement, including infringement of patent, copyright, trade mark or trade secret, brought against the City for use of Deliverables, Software or Services provided by Vendor under this Agreement; 22.1.3.3.6 Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, a separate policy specific to Addendum Page 7 of 9 Technology E&O, or an umbrella policy that picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all other requirements. Technology coverage shall be written to indicate that legal costs and fees are considered outside of the policy limits and shall not erode limits of liability. Any deductible will be the sole responsibility of the Vendor and may not exceed $50,000 without the written approval of the City. Coverage shall be claims -made, with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance, or a full copy of the policy if requested, shall be submitted to the City to evidence coverage; and 22.2 General Insurance Requirements: 22.2.1 All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. 22.2.2 The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. 22.2.3 A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 22.2.4 The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. 22.2.5 Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 22.2.6 Certificates of Insurance evidencing that the Vendor has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. (signature page follows) Addendum Page 8 of 9 [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] City: sh.nN ( By: Valerie ashington (Jul 7, 202317:09 CDT) Name: Valerie Washington Title: Assistant City Manager Date: J u l 7, 2023 Agiloft, Inc.: TatYicra �)'&r Patricia Prit (May 31,202310:22 PDT) By: Name: Patricia Pritts Title: VP, Deals Enablement Date: May 31, 2023 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: / Name: Kevin Gunn Title: Director, IT Solutions Department_ Approved as to Form and Legality By: Name: Taylor Paris Title: Assistant City Attorney Contract Authorization: M&C: 23-0601 Approved: 6/27/2023 Form 1295: 2023-1030324 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 27,202314:57 CDT) Name: Steven Vandever Title: Sr. IT Solutions Manager City Secretary: By: Name: Jannette S. Goodall Title: City Secretary Addendum Page 9 of 9 Agiloft Date Submitted: 4/12/2023 Expiration Date: 6/15/2023 Submitted To: City of Fort Worth Submitted By: Layton Schaelling Phone: 719-377-7618 Email: layton.schaelling@agiloft.com Confidential -Agiloft, Inc Agiloft Executive Summary Agiloft, Inc. ("Agiloft") is pleased to present this quote to City of Fort Worth, in support of achieving an extensible, functional system. • Full Contract Lifecycle Management out of the box • Completely adaptable thru configuration to unique organizational contracts and processes - no coding! • Robust access controls with the ability to secure permissions by organizational structure, group, role, or contract details • Drives contract best practices and ensures organizational compliance • Manage version history and compare redlines for full visibility into negotiations • Contract Assistants for MS Office enhance user experience and streamline user adoption Agiloft's Contract Lifecycle Management (CLM) feature set offers the richest out of the box experience with a fully extensible platform to provide the power needed for the most sophisticated contract process and requirements. For functionality details see Agiloft Features. Agiloft Differentiators Codeless workflow engine, data reporting, and document Extensible platform that can capture any data or process related Portal capabilities that connect with users inside and outside your templates that scale to the most to how your organization manages organlzation. complex contract processes. contracts. Al -enabled Agiloft Contract Assistants for Microsoft 365 that streamline contract review. Confidential - Agiloft, Inc Agiloft Agiloft Editions with CLM There are four pricing editions available for Contract Lifecycle Management, shown below. These include different features and licensing. • -Professional Fxtended Enterprise IF Extended S7andald F-=-- Fv-*— of naio---k—1 _-m l Poo u Fo —.FFi— Plus` CdWun Pius: Exk..do-d Plus • Standard In6agrahons - I.iuIB-languago- support - P-.built AF modu lo-s Eatanaibla Al platf— - Intagration I-hr6 • Standard Support - Yandpr portals - [Hr=Connm=r lnso-gradoru • L75: 7.30om to.8pm ET - Employoo parGlc - P-5 Conno-ct— 2W support • 6usirass Faun in othar - Customarpartals - O o- i i ration APIs and p ntag 6rUndad satisfaction gu arantr>c ids - Tableau Frtagration Sir t p - ro Unlimltad cu.tc Minimum nm • r}ur.� 5 parer usss - Sf�B data storage ryer - Integration Flub [Add On maduks • 3GG dot. =s rago- par iiociao. In-hauso dcploy—k option 12 C, g dab smraga par licenses - $GF3 data s —9. per lk-- liro sc (up to 12 YI3) 1/ License Types • Assigned Power Licenses An Assigned Power User works in the staff or power interface of the system such as contract managers, legal, procurement, sales, and support staff members. An Assigned Power User has the authority to work on and edit other people's records as well as their own. Assigned Power User licenses are linked to a specific user. • Floating Power Licenses A Floating Power License is primarily intended for staff members who are infrequent system users. Managers, approvers, or others may log in for typically brief periods to create, view, or edit requests or approvals, view dashboards or run reports. They may have the same privileges as an Assigned Power User but share the floating licenses with other power level users that do not have an assigned license. • Employee Portal User License (Read/Request) An Employee Portal User is a minimal permission user who can submit requests, monitor their status, and view requests or other information based on their limited access permissions. This license type does not include contract editing, approval, or workflow participation. The portal user interface provides access to limited functionality for these users to submit a contract or other requests and access a permissions - based repository. • Supplier/Customer Portal User License (Read/Request) A Supplier or Customer Portal User is a minimal permission external user who can submit requests, monitor their status, upload documents, and view requests or other information based on their limited access permissions. The external user portal interface provides access to limited functionality for these users to upload and view their company documents and respond to requests for information. Suppliers may view and participate in sourcing events or use the portal for supplier onboarding and ongoing management. Confidential - Agiloft, Inc Agiloft City of Fort Worth License Pricing Both SaaS/Hosted Service and On -Premise installation are available as an annual subscription. • The subscription price is the same for Agiloft Hosting and On -Premise licensing. • All prices are listed in USD. • Taxes or government fees, such as the Canadian GST/HST are not included. • Credit card and P-Card payments are subject to a 3% service fee. • Support and Upgrades are included in the pricing. • Fees are non -cancellable and non -returnable (excluding the Guarantee, see below) 75 Enterprise CLM Assigned Power User Subscription Licenses 20 Enterprise CLM Floating Power User Subscription Licenses 2500 Employee Portal Users - Read/Request Only Total Yearly Subscription License Fees A statement of work (SOW) will be developed based on a workshop or online meetings to define the scope of the project. This SOW will define the estimated budget needed for the expected implementation components, including data migration, training, integration, and other services, as well as the expected overall timeline. $221,999 Total Implementation & Legacy Document Migration Fees $187,950 *Company Name discount is provided in -kind for City of Fort Worth's agreement to reference their experience with other Agiloft prospective customers, Agiloft being able to promote their use of the software and their agreeing to participate in a marketing case study immediately following their successful go -live. Additional Power Licenses must be purchased in batches of 5 licenses to be eligible for discount. This Quotation ("Quote") is entered into between City of Fort Worth, TX ("Customer") and Agiloft, Inc. ("Agiloft"), and is made pursuant and subject to the Hosted Service Agreement ("Agreement") between the parties. Unless expressly set forth in this Quote, all terms and conditions of the Agreement shall govern the obligations of the Customer and Agiloft under this Quote. Any terms used but not defined herein have the meanings ascribed to such terms in the Agreement. If there is any conflict between this Quote and the Agreement, the terms of the Agreement shall prevail. Confidential - Agiloft, Inc Agiloft IN WITNESS WHEREOF, the parties hereto have caused this Quote to be executed by their duly authorized representatives to be effective as the last date of execution below. Agiloft, Inc. City of Fort Worth Name: Name: Patricia Pritts Valerie Washington Signature: Signature: at G ia lttf _44&%N Patricia Pritts (May 31, 2023 10:22 PDT) Valerie Washington (Jul 7, 2023 17:09 CDT) Title: Title: VP, Deals Enablement Assistant City Manager Date: Date: May 31, 2023 J U [ 7, 2023 PO is required and will be issued: ❑ or PO is NOT required: ❑ Billing Contact Name: Billing Contact Email: Billing Portal is required: ❑ Billing Portal Name/URL: By initialing here, I confirm that the purchase order/ billing information is accurate: Confidential - Agiloft, Inc Agiloft Exhibit Optional Services Connected Experience Platform: Integration Hub powered by Workato The Integration Hub Powered by Workato provides integration to over 400+ external systems without onboarding a new vendor or implementing a new tool. • Available with the Advanced or Premium Edition • Includes Up to 5 Connectors • Additional Connector packages available • Each Software Application integrated with uses a connector Salesforce Managed Package Synchronization between Salesforce and Agiloft allows you to integrate and sync your data in real-time between both systems rather than manually re-entering the data. The Salesforce managed package rapidly auto -deploys Agiloft CLM custom objects into SFDC. • Production annual fee: $13,500 o Includes one production and one Salesforce sandbox environment Additional Salesforce sandbox annual fee: $550 Dedicated Server Option Standard SaaS / Hosted service is provided on a shared (multi -tenant) server. Customers may elect a dedicated server configuration at an additional cost of $10,500 per instance/ per year. The dedicated server option includes: • Greater flexibility with the timing of upgrades and maintenance • SFTP access to Agiloft's SFTP server • Access to the Administrator console of Agiloft to control certain features, such as backup times, frequency of timed searches, etc. • Company domain URL access and SSL certificate configuration at no additional charge (i.e., your own company URL to access the server) • Your custom scripts, login pages, and files on the server • Five (5) free Assigned Test Licenses for a Test/Development copy of the production KB with the ability to refresh the Test instance as often as needed. Test Package - Instances for Development and Testing This option provides a separate Test instance of the Production KB with its own licenses. Test Licenses are priced at 1/2 the production license price. Any number of licenses from a minimum of five up to the number of licenses installed on the Production system may be purchased. For Agiloft hosted customers, a $550 annual base fee for the Test Package provides up to four refreshes of the Test instance from the Production instance within the annual period. Additional refreshes may be purchased for $550/year per four refreshes. On -Premises customers provide their own refreshes from the Production to the Test system. Confidential - Agiloft, Inc Agiloft ConvoAl ConvoAl is an AI -powered search feature enabling users to intuitively query contract data. ConvoAl's users may be Power Users or Portal Users. Power users access ConvoAl through Agiloft or MS Teams, while Portal Users access this search feature through MS Teams. One ConvoAl license is available for all U.S. Agiloft Hosted Editions, providing access to 10 users at no additional fee. It will be made available in EMEA once it's deployed on European servers. E-signature Licensing and Envelopes For customers that elect to use e-signature, Agiloft CLM Editions include at no additional cost integration with DocuSign and Adobe Sign. DocuSign and Adobe Sign licensing and envelope purchase and use within Agiloft differ. DocuSign DocuSign licenses and envelopes are purchased directly from DocuSign. Your DocuSign account and envelopes are used for e-signature within Agiloft. Your DocuSign account and envelopes are available for use external to Agiloft. Organizations with an existing DocuSign account do not need to setup another account for use within Agiloft. Adobe Sign Customers using Adobe Sign for e-signature within Agiloft have two options: An Adobe Sign account can be created within Agiloft and envelopes purchased within Agiloft. o This simplifies licensing and purchasing as it is provided directly from Agiloft. o This account and envelopes are for use within Agiloft only. o A unique email that is not already associated with an Adobe Sign account must be used. An existing Adobe Sign account and envelopes purchased from Adobe can be used. Technical Account Manager (TAM) • The (TAM) is an identified member of Technical Support that provides expert -led, solution -specific engagements overseeing large technical projects and support. They can help with High priority ticket updates (hourly or daily). They own and manage technical issues and take the initiative with hands-on assistance managing new releases, new features, and rollout plans. Available with Gold & Platinum support plans, quoted upon request. Confidential - Agiloft, Inc Agiloft SOW #1- City of Fort Worth, TX Prepared for: City of Fort Worth, TX Creation Date: April 14, 2023 Prepared by: Agiloft, Inc. The Information contained herein is of confidential nature and is intended for the exclusive use of those for whom it was prepared. Reproduction, publication or dissemination of all or portions hereof may not be made without prior approval from Agiloft, Inc. C Agiloft, 2023 Summary This Statement of Work ("SOW #1 ") for Professional Services, effective as of the date signed by both parties (the "SOW Effective Date"), is entered into between City of Fort Worth, TX ("Customer" or "City") and Agiloft, Inc. ("Agiloft" or "Contractor"), and is made pursuant and subject to the Professional Services Addendum ("PSA") between the parties. Unless expressly set forth in this SOW Document, all terms and conditions of the PSA shall govern the obligations of the Customer and Agiloft under this SOW Any terms used but not defined herein have the meanings ascribed to such terms in the PSA. If there is any conflict between this SOW and the PSA, the terms of this SOW shall prevail. This SOW is not a software subscription agreement, nor does it provide Customer with user licenses to any Agiloft application, which requires a separately executed licensing agreement. Term The term of this SOW commences on the effective date above and terminates on April 30, 2024, unless a change to the termination date is agreed upon in writing by both the Customer and Agiloft. All budget available under this SOW will expire as of the SOW termination date. If the project is completed with budget remaining, such budget may be used for changes or additions requested by Customer up through the termination date of the SOW Scope of Work Agiloft will be subcontracting this work to Kroll, LLC or, if needed, another third party ("Contractor") for the implementation services in this SOW #1. Any obligations or responsibilities of Agiloft may be fulfilled by Contractor. Agiloft will provide an implementation of the Agiloft CLM solution for the City. This Phase 1 of implementation is to set the foundation for the City-wide deployment of the solution. The CLM solution and Phase 1 scope will include: • a robust repository for contracts with reporting, visibility, and workflows for renewals/expirations/terminations for buy side contracts for two Departments of the City. The Departments for Phase 1 will be mutually agreed upon by the City and Contractor. • role -based permissions to control user access to contract records and documents. • a simple interface for end users to request contracts and to see a summary of their requests, including status and next steps. • the ability to upload contracts on third -party paper, manually tag clauses and identify inadequate/missing provisions. © Agiloft, 2023 2 • a single data model for all contract types leveraging up to 50 out of the box data fields and up to 10 custom data fields. • document template creation automation for up to 10 total document templates (all in English). • A single workflow to handle routing of requests and approvals. The workflow will allow for different routing logic by Department. • a complete audit trail for all records, accesses, and changes in configuration • standard connector setup with Microsoft Word and Outlook. • SFTP batch import from Peoplesoft. • two-way integration with Adobe Sign for electronic signature. • integration with Single Sign -on. Scope Assumptions The line -items below includes the following assumptions: • City will assign a project team to work with Agiloft and Contractor on the project, including a project manager and business decision maker(s). • Additional functionality beyond the general scope of work described in this SOW is not included in the quote and would be done at additional cost. • This assumes that configuration and buildout in this Phase 1 will occur in the pre- production environment of Agiloft which will be promoted to production after User Acceptance Testing. • Throughout the project, Agiloft will provide Business Process Design recommendations that will allow City to take advantage of Agiloft's capabilities or address glaring process weaknesses that merit addressing in Phase One. • Migration of legacy contracts will not be part of the Phase 1 scope. • The City will be responsible for Change Management and Communication with the user community. Service Line Items Project Initiation & Immersive Design Workshops. Includes project start-up activities, project planning, and conducting Immersive Design Workshops (each an "IDW"). The IDWs are a series of meetings, distributed over 1-2 weeks, to understand City's CLM processes, gather requirements, and align on expectations to ensure a successful Agiloft implementation. The key topics include: • Overview of the project goals, scope, City business use case, and requirements. • Overview of Contractor Project Management and Implementation processes. • Identification of any deviations required from the Standard Agiloft CLM System (demo will be provided). • Review and discussion of City's CLM process including contract stages and workflows. • Review and discussion of City contract types, approvals process, signature process, user roles, contract templates, and reporting needs. © Agiloft, 2023 3 • Confirmation of Training and Documentation expectations. High -Level Planning for User Acceptance Testing. • Discussion of any special City considerations related to security, compliance, or others. Prior to the IDWs, City will be asked to provide information about its current CLM processes which will be used to customize the IDW for City's specific needs. The pre -work involves providing current CLM artifacts such as process flows, a list of contract statuses, contract types, workflow and review, approval, and signature policies, if available. The pre -work also includes identifying contract templates and data expected to be in Agiloft. Agiloft will ensure that its or the Contractor's team is available to support City's pre -work. Notes: 1. Agiloft assumes City will return their IDW pre -work to Contractor at least 5 business days prior to the IDW. 2. Agiloft assumes City's core project team is identified and invited to the IDW meetings. 3. Agiloft allows for 2 weeks for City to complete the pre -work. High -Level Specification (HLS). Creation of the High -Level Specification document that defines the system to be built. This document needs to be signed -off by City and is typically shared with City within 2-3 weeks of IDW completion. This document contains: • Summary of business use case. • Preliminary project timelines. • Key decisions. Major risks. • Functional requirements (including templates, reporting, etc.). • Scope for Master Data. • Scope for Integrations. • Training and documentation plan. • User Acceptance Testing plan. • Project Milestones & Deliverables. • Out -of -scope items. • Change Management Plan. user roles, CLM process flow, approvals, document Note: City has five (5) days to review and approve this document. A meeting between Agiloft or Contractor and City will be held to review and discuss any questions about this document. This document represents the baseline scope for the project. This document requires City signoff. Design and Project Status Meetings. Includes meetings to refine business requirements, discuss design decisions, coordinate with City project manager, and demonstrate system buildout progress. This also covers time to prepare for meetings, obtain feedback, make decisions, and determine the next steps throughout the course of the project. Notes: © Agiloft, 2023 4 1. This is an area that can easily go over budget and staying on budget requires discipline. The estimate assumes efficient use of meeting time, without extended internal City decision -making during meetings, and with client tasks completed between meetings. 2. Agiloft recommends using the Project Management (PM) KB or Microsoft Teams to document meeting outcomes (action items, issues, decisions). Project Management Activities. Activities performed by a project manager during the implementation, from the start of the project through to its completion. These activities are essential to the overall success of the project and include, but are not limited to the following: • Activities to initiate and plan the project. • Outline project scope. • Manage and track project timeline, scope, and budget. • Manage and track issues and risks. • Escalate key issues and risks to management. • Prepare and send out status reports. • Coordinate project activities and meetings. • Act as point -of -contact between City and implementation team to minimize communication delays and bring clarity to action items. • Monitor and control the project. • Manage implementation team members. • Manage change requests. • Perform additional project management activities vital to a successful implementation. Note: Assumes a maximum of ten (10) hours/week of effort required. Customize CLM Base Architectural Buildout. Implementation of the system structure, architecture, and key functionality, including build -out of the primary contract process table with associated fields and related standard tables. This includes adding up to 50 out of the box data fields and up to 10 custom data fields, all of which follow 1 Contract Lifecycle. Notes: 1. This assumes up to two (2) background tables and corresponding workflows/automation to support multiple contract parties for internal and external entities. 2. This does not include dynamic buildout for multi -party eSignature. 3. No additional process tables or background tables are included in this estimate. Process tables hold records that are actively worked on, usually with user -followed workflow and dynamic activity. They generally pull in records and field values from background tables, such as the company associated with a contract. For example, "Contracts" is a process table in Agiloft. Background tables function as repositories of the static data that are used in process tables. Background tables contain little to no associated business processes or workflows. For example, "People" is a background table in Agiloft. 4. A Contract Lifecycle is defined by the steps the contract goes through, from contract initiation to expiration/termination/renewal. This estimate includes setting up all the business rules that drive deviations in the Lifecycle for individual contract types or business lines. © Agiloft, 2023 5 5. No system or technical documentation is included in this estimate. City will be able to download fields documentation for each table and System Admins will have access to the workflows and rules configured. Master Data Import. This includes a one-time import of master data such as people, companies, products, cost centers, and business units/departments that are used in the Contract process. Notes: 1. Agiloft assumes City will provide the background data to Agiloft and Contractor in the standard Agiloft import templates. 2. Agiloft assumes City will provide "clean" data to Agiloft and Contractor, that is free from typos or other input errors (e.g., no leading or trailing spaces or unconventional characters), without duplicates (e.g., the same company with different spellings), and with all required fields populated. Any issues identified with the data will need to be corrected by City. 3. This estimate does not include ongoing scheduled imports (regular syncing) or real-time integration of employees or other data (including attachments). 4. Agiloft recommends that City start this activity as soon as the project starts due to the time required to complete it. 5. This includes up to sixteen (16) hours of initial review/validation from Agiloft or Contractor. Additional validation from City is expected once initial review is completed. Client Agiloft User Management. User management for Client Agiloft users during the initial portion of the project. Client Agiloft Administrator(s) is expected to take over this responsibility before the start of User Acceptance Testing. Build Contract Approval Workflows. Design and build a single approval process whereby Negotiators manually select the appropriate approvers. Notes: 1. Complex automated approver selection structures or multiple approval phases are not in scope of this SOW. 2. Assumes a single approval lifecycle. Building multiple approval phases at different stages of the contract lifecycle is not in scope of this SOW. Configure Clause Library and Import Standard Clauses. Includes setting up the clause library and importing initial clauses (up to 100 clauses). Notes: 1. Clauses need to be provided using the standard Agiloft Excel Clause Import Template. 2. This includes the ability to associate clauses with different languages within the Agiloft system. 3. City will provide "clean" data, that is free from typos or other input errors (e.g., no leading or trailing spaces or unconventional characters), without duplicates (e.g., the © Agiloft, 2023 6 same company with different spellings), and with all required fields populated. This estimate does not include any data cleanup. 4. Any issues identified with the data, such as improper format, duplicate records, or other inconsistencies, will need to be corrected by City. If needed, data cleanup may be performed at an additional charge. 5. Does not include any translation efforts. City will provide all translations necessary. Neither Agiloft nor Contractor will have a non-English language speaker on the project team. Configure Permissions. Once the final design is defined, Agiloft will customize existing groups and create new user groups up to a total of ten (10) to control access to tables, fields, and records. Build Document Templates. Agiloft will work with Customer's staff to create Word templates to enable the creation of contract documents based on metadata in the contract record. This includes the addition of field variables to Customer's standard contract templates. This estimate is for up to ten (10) templates with up to an average of two (2) conditions per template. Client staff may create additional templates as needed. Configure Outbound and Inbound Email. This includes setting up one (1) inbound and two (2) outbound email and importing up to five (5) medium complexity email texts to be used in the system. The inbound email account must be created by the client, and Agiloft will provide instructions for email set-up actions. Additional Reports, Dashboards, Saved Searches, and Views Buildout. This includes efforts to build or modify reports, dashboards, saved searches, and views in addition to what is provided out -of -the -box. • Up to two (2) medium complexity reports, in addition to the default reports. • One (1) low complexity dashboards, in addition to the default dashboards. Notes: 1. Includes time required to gather requirements for custom reports, dashboards, saved searches, and table views appropriate for specific User Roles. 2. Complexity is based on the logic and conditions being addressed. The implementer is responsible for determining and communicating the assessment of the complexity of each item. 3. Does not include Excel Template reports. 4. Assumes City will review Agiloft standard templates for these functionalities. User Interface and Usability Customization. The standard Agiloft look and feel scheme will be leveraged in Phase 1. The City's logo can be added to the banner. Change Management. The City will be responsible for Change Management and Communication workstreams for the project. Conduct User and Admin Training. This includes up to sixteen (16) hours of "Train the Trainer" training sessions (online format). © Agiloft, 2023 7 Notes: 1. Includes the time required to prepare and plan for the training session. 2. Assumes a maximum of two (2) Agiloft or Contractor personnel attends every training session. Perform Functional Testing. The City and Agiloft will jointly test all configured and implemented elements of the system, including layouts, automation, approval workflows, and permissions to validate the buildout against the functional requirements. Configure Agiloft Contract Assistant for Microsoft Word. Configuration of the standard Agiloft Contract Assistant for Word. Agiloft will provide instructions on how City resources can provide access to required users. Notes: 1. City needs to ensure that a supported version of Microsoft Word (specified by Agiloft) is set up for required users. 2. Use of the Clause library is a prerequisite for the full effectiveness of the Agiloft Contract Assistant. Configure Agiloft Contract Assistant for Microsoft Outlook. Configuration of the standard Agiloft Contract Assistant for Microsoft Outlook. Agiloft will provide instructions on how City resources can provide access to required users. Note: City needs to ensure that a supported version of Microsoft Outlook (specified by Agiloft) is set up for required users. Configure Standard eSignature. This includes setting up Adobe Sign for two (2) signers per contract. Note: City resources with full knowledge of eSignature configuration are required. Standard Single Sign -On (SSO) Configuration. Agiloft will assist in setting up authentication with Customer's SSO provider. Notes: 1. City resources with full knowledge of SSO configuration are required. 2. Updates to the Employee profile or Active Directory are not included in this SOW. Scheduled Batch Sync Import of Data in Agiloft. Agiloft will set up a single background flat file is imported into one Agiloft table via SFTP. This assumes a flat -file import with up to 25 existing fields imported into a single Agiloft table. Note: This does not include import of attachments. Develop Custom CLM Navigation Guide. Develop one custom CLM navigation guide in MS Word format. The CLM Navigation guide describes the primary process table (Contracts Table) based on City's use case. Notes: © Agiloft, 2023 8 1. Agiloft will deliver this documentation after the system is built and approved by City. 2. Once documentation is delivered, any updates due to changes in requirements will be City's responsibility. 3. This SOW does not include user processes completed within other platforms (i.e.: request process with Salesforce) or new custom tables. Custom User Guides by Role. Develop a custom user guide in MS Word format based on City's user roles, for example, Contract Requester, Contract Manager, Approver/Signer, etc. This includes one user guide for up to four (4) roles. Notes: 1. Agiloft will deliver this documentation after the system is built and approved by City. 2. Once documentation is delivered, any updates due to changes in requirements will be City's responsibility. 3. This estimate does not include user processes completed within other platforms (i.e.: request process with Salesforce). Test Plan and Test Script Development. The City will develop a Test Plan and Test Scripts that will be used for system testing, user acceptance testing and legacy migration validation. Agiloft will provide guidance to the City for this task. The test scripts will all major design elements. Test data will be defined to exercise a reasonable sample of the permutations for workflows, security, etc. Support and Modifications as a Result of UAT. Includes troubleshooting and resolving issues, answering questions about how the system works, and making configuration changes raised during User Acceptance Testing (UAT) phase. Agiloft expects UAT to be one week in duration. Notes: 1. City will use the Test Plan and Test Scripts developed for this purpose in preparing for and executing User Acceptance Testing (UAT). Agiloft will ensure that Contractor supports City throughout the process by answering questions about functionality and recommending ways to resolve business issues. 2. Agiloft will resolve UAT issues based on priority. Once Agiloft resolves an issue, City needs to re -test the fix before the issue is closed. 3. Agiloft recommends the use of the Project Management KB (PM KB) to test and track UAT issues. 4. This SOW includes times to plan, prepare and support UAT. 5. Change requests will be assessed based on complexity, risk, and budget implications. Significant changes to scope may require a Change Order to adjust the timeline or budget. Note: Bug fixes and configuration changes requested by City will require City signoff once changes are made. Cutover Planning and Go -Live Preparation. Efforts for planning the project Go -Live, including meetings, project management, and preparing the system for Go -Live. © Agiloft, 2023 9 Notes: This estimate assumes configuration will occur in the pre -production environment of Agiloft. Hypercare. Includes Agiloft or Contractor implementation team being available immediately after go -live for a 2-week period to provide expedited assistance for minor changes and issues. Note: Agiloft will ensure that its or Contractor's implementation team is on standby during Contractor business hours (from Monday to Friday) to assist with any urgent implementation bug fixes or questions that are identified during this period. Out of Scope Items The following items are out of scope for this SOW. • Additional Process Tables (outside of Contracts). The Contracts process table is the only expected process table included in this Phase 1 of implementation. • Document Template Harmonization. Due to the time constraints on this Phase 1, document template harmonization is not included within the scope of this phase. • Legacy Data Clean-up, Conversion, or Migration. Agiloft will not perform any legacy contract migration during Phase 1. • Multi -Language Translation of User Interface using Google Translate. For Phase 1, the user interface will only be in English with additional language translation expected in future phases. • Custom All and/or Pre -trained All Deployment. Due to the time constraints on this Phase 1, Agiloft will provide Al guidance and best practices in anticipation for metadata extraction on contracts of acquired companies in a future build. These services in a future phase are expected to include: o Configuration of Agiloft Pre -trained labels and conducting an accuracy assessment. o Al training & guidance: advisory services for training Al labels where pre -trained labels are not sufficiently accurate. eventual training based upon provided documents. This may include training of non-English labels (Agiloft Data Science must validate the feasibility of included languages). o Configuration of extracted Al label outputs including normalization using regular expression, mapping of fields, and notice events triggered by Al labels. o Configuration of new ompany records including rules to extract address information to generate new records or match against existing company records appropriately. o Al Document Classifier: customization of an Al document classifier to identify non- contract documents. Project Cost Summary Consulting Services Cost Total for Implementation Services $187,950.00 © Agiloft, 2023 10 Payment Terms and Additional Costs The payment terms governing this SOW are as follows: a) The SOW will be billed on a Time & Material (T&M) basis. b) A purchase order is required for at least the required amount. c) A portion of the services may be invoiced upon order processing, as defined below. d) Agiloft will submit monthly invoices to the Customer, along with a detailed timesheet of the Services delivered in the relevant month. Agiloft invoices Customer for the first half of the Consulting Services hours covered in the purchase order initially, and these hours expire in one year. Additional hours are invoiced monthly only as used and they do not expire. Monthly reports document the hours used for Customer's project with the date, description of the work, and the personnel that performed the work. Project Timeline Unless otherwise agreed by the Parties in writing, the period of performance will commence on the SOW Effective Date. Agiloft will complete all required Services and provide all Deliverables on a date mutually agreed to in a writing executed by the Parties (the "Expiration Date"). Project Milestone Design Sign -Off Configuration Completion Testing Sign -Off Go -Live Estimated Completion Date TBD TBD TBD TBD Project Roles and Responsibilities The following roles and responsibilities apply to this SOW: Project Activity I Agiloft / Contractor I City (Customer) Project Management Lead Support © Agiloft, 2023 11 Change Management and Support Lead Communication Plan, Drafting Communications and Guidance Change Management Execution and Lead Readiness Business Requirements Gathering Support Lead Design of Agiloft CLM Per Gathered Lead Support Requirements Configuration of Agiloft CLM Per Lead Design Legacy Master Data Clean-up Not In Scope Not In Scope Provide Master Data Lead Import Master Data Into Agiloft CLM Lead Support Provide Legacy Contracts and Not In Scope Not In Scope Associated Metadata Mapping Legacy Data to New Agiloft Not In Scope Not In Scope CLM Data Model Import Legacy Contracts and Not In Scope Not In Scope Metadata to Agiloft CLM Standard Integrations (SSO, Lead Support eSignature, eMail) Custom Integration Requirements Not In Scope Not In Scope Technical Design for Integrations Not In Scope Not In Scope Custom Integrations Buildout in Not In Scope Not In Scope Agiloft CLM Custom Integration Buildout in Not In Scope Not In Scope Target Systems and Middleware In -Scope Documentation (Guides) Lead Train -the -Trainer Training and Lead Support Documentation for End User Training End User Training Support Lead Functional Testing Co -Lead Co -Lead Prepare User Test Scripts Support Lead User Acceptance Testing and Support Lead © Agiloft, 2023 12 Collation of Feedback Changes from UAT and Defect Lead Support Resolution Cut -Over and Go Live Lead Support Hypercare Lead Support © Agiloft, 2023 13 Additional Work and Change Order(s) Any changes in scope that will require additional budget will be agreed to by both Parties prior to beginning the work (via a Change Order). A new/revised purchase order incorporating the additional budget will need to be approved by the customer and sent to Agiloft before any work on the additional scope commences. The fees for the additional or optional services will be estimated based on the standard billable rates of Agiloft personnel (see table below). Role Implementation Specialist Senior Architect Project Manager Senior Project Manager Business Analyst Senior Business Analyst Trainer Al Data Scientist Developer Program Manager/Implementation Manager Hourly Billing Rate (based on seniority) $150 to $225 $250 to $350 $200 to $250 $275 to $350 $175 to $225 $225 to $300 $150 to $225 $225 to $300 $250 to $300 $275 to $350 © Agiloft, 2023 14 Project Terms and Conditions Ur�� .. 1 Business City will be responsible for gathering and collating the Requirements business requirements from their business departments and will provide a decision maker to resolve conflicts in requirements between different business users/departments. Agiloft will provide the following to assist in the requirements gathering process: - Templates that can assist in effective requirement gathering. - Demonstration of the Agiloft system in scenarios where Agiloft system understanding is required for effective requirement gathering. Agiloft will: - Recommend additional or alternative options (based on Contractor's experience with hundreds of projects) of achieving the business results in a more efficient manner - wherever applicable. - Answer questions posed by City. - Review the final requirements and provide feedback on any gaps or red flags. Project City will identify one project manager who will lead City Management Project Management Activities for this SOW, including: Resource - Communicating all decisions from City side. - Proactively tracking/escalating "at risk" action items depending on City personnel/teams. - Ensuring requirements provided to Agiloft and Contractor have been reviewed and are of reasonable quality. - Facilitating discussions with multiple internal City teams/business units to capture holistic requirements. - Overseeing a governance/decision making process at City for scenarios where City teams/business units have conflicting requirements and/or any major decisions need to be made. ©Agiloft, 2023 1s 3 4 5 M. 7 Agiloft will provide project management for the Contractor work based on the scope of the project (see below for more details). Project High level project milestones, activities and delivery schedule Management will be tracked/managed jointly by Agiloft and City using an Activities and agreed upon method, such as MS Project. Deliverables Project Agiloft will ensure that any project status reports sent out by Management Agiloft or Contractor will consist of: - Overall RAG (Red/Amber/Green) status of the project (and additional details if the RAG status is non -green). - Summary of activities completed in the reporting period. - Major Issues/Decisions/Risks/Escalations. - Summary of activities planned in the next period. - Budget status (spent to date/remaining). Project City and Agiloft will agree upon a Project Management Management Tracking Mechanism. Tracking Environment For multi -phase implementations (if applicable), during the Management first Go -Live "Go -Live", the Agiloft solution will be implemented directly in the Agiloft Pre -Production environment (Pre -Production environment will be designated as PROD at Go -Live). For any subsequent Go-Live(s), the Agiloft solution may be implemented in an Agiloft DEV environment and then pushed to PROD during Cutover. Agiloft will not make changes during a subsequent phase in more than 2 environments. Agiloft will set up the initial environments and will train City on manual environment refresh. City Master City will provide clean* master data (for e.g.: Departments; Data locations; users etc.) that needs to be imported into Agiloft. For each distinct set of master data, City will provide: © Agiloft, 2023 16 a) Initial full set of master data that needs to be imported. b) Delta master data that needs to be revised/added/removed at a periodic frequency defined by City (e.g., daily; weekly, monthly, etc.). Agiloft will provide template(s) with the field structure of the Full set and Delta master data that needs to be imported in to Agiloft (based on City business use -case). *Clean data mean that typos, duplicates, logical inconsistencies, or other errors have been resolved 8 Testing Beyond City's and Contractor's functional testing, City will perform their own testing for any interim Milestones/Deliverables (if applicable). Agiloft will provide demos of the build -out (if applicable) to support the interim milestone/deliverable testing. 9 Testing City will develop the User Acceptance Test (UAT) Cases/scripts required for the Go -Live of the Agiloft Solution. Agiloft will offer guidance to City on the UAT process (template of the format of the UAT Test Cases; high-level guidance on how the process should be structured; user guides/narratives describing the detailed working of the solution that should be used as an input to create the detailed test cases). 10 Testing City will perform the User Acceptance Testing (UAT). If an implementation issue is found during the UAT, City will provide adequate steps to reproduce for Contractor to troubleshoot and fix this issue. If System or UAT testing results in a list of desired changes to the system, additional functionality not contemplated earlier in the design process, such changes may require a change order. Testing issues found due to errors in the implementation and/or bugs, shall be corrected without a change order. 11 Training City will be responsible for organizing the logistics for any on - site or virtual training, including trainee scheduling, adequate © Agiloft, 2023 17 training facilities / rooms (if on -site training is included in scope). Agiloft will work with City to determine the most appropriate training methodology for City. 12 Documentati Training documentation is included in the quote; Agiloft will on develop/update these documents once per Go -Live - typically after the Solution has been implemented and validated by key City users. In addition, Agiloft will provide identified City user(s) access to the full, free, online Agiloft Administrator Training for their administrator users. 13 Timelines Agiloft and the City project manager will work together to adjust timelines based on US and company holidays and work schedules, such as adding two extra weeks to timelines that include the end of the year holiday period. 14 Questions/ Both Agiloft and City will address questions/clarifications posed by each organization or Contractor within a Clarifications reasonable timeframe - typically within two (2) business days. 15 Project Agiloft will deliver this work remotely unless explicit provision Delivery has been made for on -site work and additional budget for on -site work has been approved. Additional Provisions (a) Changes. Any changes to this SOW, including any changes to the specific Services and Deliverables to be provided hereunder shall be governed by Section 1(D) of the Professional Services Agreement. (b) Stop Work Order. City may suspend the work contemplated in this SOW in whole or in part for its convenience or for any other reason for a period of time, by giving prior written notice to Agiloft and Contractor (a "Stop Work Order"). Unless otherwise specified in the Stop Work Order, the suspension will enter into effect immediately upon Agiloft's and Contractor's receipt of the written notice. Following receipt of the Stop Work Order, Agiloft shall (i) promptly cease all pending and ongoing services and comply with the Stop Work Order terms; (ii) work with and assist City to identify and minimize any potential project disruptions; (iii) properly protect and secure City Information and suspended work in such © Agiloft, 2023 18 manner as City may reasonably require; and (iv) take all reasonable steps to minimize any costs associated with the suspension. Within five (5) business days of receipt of the Stop Work Order, Agiloft will provide to City a report detailing the work completed as of the date of suspension, the percentage of the project's completion, and a listing of all deliverables completed or partially completed but not delivered to City at the time of suspension. Upon request, Agiloft will deliver all the completed and partially completed deliverables to City. Within the Stop Work Order period (including any extension thereof) City shall issue a notice to Agiloft that (i) extends the suspension period, (ii) cancels the Stop Work Order and instructs Agiloftto resume work, or (iii) notwithstanding any termination provision in the Agreement, terminates the Agreement. Upon the cancellation of any Stop Work Order, Agiloft shall promptly resume the suspended work. Agiloft shall only be entitled to compensation for work performed and accepted by City before the start of any suspension period. In no event shall Agiloft be entitled to additional compensation, profits, or damages due to the Stop Work Order. (c) Compliance with Privacy Laws and Data Security. Data Processing Details - Required Information. 1. General Information - Following are the types of Data (including Personal Information) to be Processed: o name, title and email address. No special categories of personal data will be processed under this Agreement - If Personal Information is processed, the following are the categories of Data Subjects: o Employees, consultants, potential vendor employees and consultants - Following are the country location(s) of Data Subjects: o Primarily in the United States and potentially India, and in countries where potential CLM provider employees reside - Following are the country location(s) where the Data will be Processed (e.g., collected, used, transferred, etc.) or stored, including by any subprocessors identified in below o United States - Following is a description of the Data Processing activities and purposes of Processing: o Agiloft will ensure that Contractor will use the Data to communicate with the project steering committee and the potential CLM providers to facilitate the evaluation of the various CLM tools as part of the RFP. - Following is a list of the subprocessors (e.g., service providers) used by Supplier in providing the Services under the Agreement: o None © Agiloft, 2023 19 (d) City Confidential Information. City may provide Contractor with certain City Confidential Information necessary for Contractor to accomplish the purpose of this SOW, including without limitation information related to the Services under this SOW. Agiloft acknowledges and agrees that it and Contractor shall cease all use of all City Confidential Information upon expiration or termination of this SOW, or at any time upon request by City. (e) Acceptance of Deliverables. City may reject or require the correction of any deliverable that has conspicuous errors or does not conform to this SOW. If City has not accepted or rejected a deliverable within five business days, the deliverable will be deemed accepted by the City. If City rejects a deliverable within five business days, City will provide Agiloft and Contractor with a list of nonconformities, which Agiloft will correct. © Agiloft, 2023 20 Statement of Work Sign -off Customer is providing approval for Agiloft or Contractor resources to be dispatched and billed against this Statement of Work (SOW) for all tasks and activities until completion of the project, pursuant to the terms and conditions of this SOW. IN WITNESS WHEREOF, the parties hereto have caused this Statement of Work to be executed by their duly authorized representatives as of the SOW effective date. Agiloft, Inc. City of Fort Worth, TX Name: Name: Patricia Pritts Valerie Washington Signature: Signature: TM-Ir ra �+ittt ___.vo Patricia Pritts (May 31, 2023 10:22 PDT) Valerie Washington (Jul7, 202317:09 CDT) Title: Title: VP, Deals Enablement Assistant City Manager Date: May 31, 2023 Date: Jul 7, 2023 PO is required and will be issued: ❑ or PO is NOT required: ❑ Billing Contact Name: Billing Contact Email: Billing Portal is required: ❑ Billing Portal Name/URL: © Agiloft, 2023 21 By initialing here, I confirm that the purchase order/ billing information is accurate: © Agiloft, 2023 22 HSA-Addendum-Quote-SOW_City of Fort Worth _Agiloft_05.31.23 requires your signature Final Audit Report 2023-05-31 Created: 2023-05-31 By: Sales Agreements (salesagreements@agiloft.com) Status: Signed Transaction ID: CBJCHBCAABAAJzhFwh_dPMrKR9A_XPRpfR8pP8AoxjOn "HSA-Addendum-Quote-SOW_City of Fort Worth_Agiloft_05.31. 23 requires your signature" History '` Document created by Sales Agreements (salesagreements@agiloft.com) 2023-05-31 - 5:10:43 PM GMT Document emailed to Patricia Pritts (patricia.pritts@agiloft.com) for signature 2023-05-31 - 5:13:29 PM GMT °'�� Email viewed by Patricia Pritts (patricia.pritts@agiloft.com) 2023-05-31 - 5:16:02 PM GMT ry¢ Document e-signed by Patricia Pritts (patricia.pritts@agiloft.com) Signature Date: 2023-05-31 - 5:22:22 PM GMT - Time Source: server ® Agreement completed. 2023-05-31 - 5:22:22 PM GMT a Adobe Acrobat Sign M&C Review Page 1 of 3 ACITY COUNCIL AGEND Create New From This M&C Official site of the City of Fort Worth, Texas FORT WORTII '141� REFERENCE **M&C 23- 13PRFP 22-0178 ENTERPRISE DATE: 6/27/2023 NO.: 0601 LOG NAME: CONTRACT MANAGEMENT SYSTEM AR ITS CODE: P TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: (ALL) Authorize the Execution of a Purchase Agreement with Agiloft, Inc. for an Enterprise Contract Management Solution Software with Implementation and Subscription Costs in Amount up to $409,949.00 for the First Year and $221,999.00 for Years Two and Three for the Information Technology Solutions Department RECOMMENDATION: It is recommended that the City Council authorize the execution of a purchase agreement with Agiloft, Inc. for an enterprise contract management solution software with implementation and subscription costs in an amount up to $409,949.00 for the first year and $221,999.00 for years two and three with two one-year options to renew at the City's discretion for the Information Technology Solutions Department. DISCUSSION: The Information Technology Solutions Department approached the Purchasing Division for an agreement to purchase a Enterprise Contract Management Solution Software. An Enterprise Contract Management system means the system includes all the necessary software and hardware for Fort Worth City employees to create contracts. The City of Fort Worth (City) will utilize this agreement for all City departments to initiate, collaborate and execute any type of contract needed. In order to procure these services, purchasing staff issued Request for Proposal (RFP) No. 22-0178. The RFP consisted of detailed specifications describing the goals and objectives of the project such as implementation, system requirements, and training requirements for the system. The RFP was advertised in the Fort Worth Star -Telegram on July 13, 2022, July 20, 2022, July 27, 2022, August 3, 2022, August 10, 2022, August 17, 2022, and August 25, 2022. Eight responses were received. An evaluation panel consisting of representatives from the Financial Management Services, Information Technology Solutions, Aviation, Transportation and Public Works, Police, City Manager/Mayor and Council, City Attorney, Park and Recreation, City Secretary, Water, and Neighborhood Services departments evaluated and scored the responses using Best Value criteria. After the initial evaluation meeting, the top four finalist were invited by the City for demonstrations on October 11, 2022 and October 12, 2022. The individual scores were averaged for each of the criteria and the final scores are listed in the table below. Bidders Evaluation Criteria a b c d l e Total score Agiloft, Inc. 16.18 15.09 ��l 11.73 11.45I 0.00 54.45 I CobbleStone Systems Corp dba Cobblestone Software 15.09 14.55 10.50 10.36 0.00 50.50 Icertis, Inc. 11 16.18 14.91 l2.14 10.64 30.00 83.86 http://apps.cfwnet.org/council_packet/mc review.asp?ID=31228&councildate=6/27/2023 6/27/2023 M&C Review Page 2 of 3 Pantheon, Inc. Best Value Criteria: a) Functional b) Technical c) Approach d) Experience e) Cost 14.00 12.73 ��10.77��10.36��0.00 After the demonstrations, Icertis, Inc., received the highest score; however, the City and Icertis, Inc., were unable to agree to terms with the use of third party resources, expected solution functionality, and increased costs. Therefore, negotiations were ended. In the best interest of the City, the evaluation panel and Purchasing staff, along with the Legal department agreed to move forward with the next highest scoring vendor, Agiloft, Inc. As a result, staff recommends that Council authorize an agreement with Agiloft, Inc. for the enterprise contract management solution software. Staff certifies that the recommended vendor's bid meets specifications. Funding is budgeted in the ITS Capital Fund for the purpose of funding the FY20 PS Supplier Contract Mgmt project. BUSINESS EQUITY: AGILOFT, INC. is in compliance with the City's Business Equity Ordinance by submission of the Prime Contractor Waiver Form. The City's Business Equity goal on this project is 5\ AGREEMENT TERMS: Upon City Council approval, the agreement will begin upon execution and will end three years from that date with two one-year options to renew at the City's discretion. RENEWAL OPTIONS: This agreement may be renewed for up to two (2) one-year terms at the City's option. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. 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. 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 FY20 PS Supplier Contract Mgmt project to support the approval of the above recommendation and execution of the contract. Prior to any expenditure being incurred, the Information Technology Solutions Department has the responsibility to validate the availability of funds. BQN\\ TO Fund Department Account Project Program Activity Budget Reference # Amount i ID ID Year (Chartfield 2) FROM Fund Department Account Project ID ID Submitted for Citv Manager's Office bv: Program Activity Budget Reference # Year (Chartfield 2) Reginald Zeno (8517) Valerie Washington (6192) Amount http://apps.cfwnet.org/council_packet/mc review.asp?ID=31228&councildate=6/27/2O23 6/27/2023 M&C Review Page 3 of 3 Oriciinatinci Department Head: Additional Information Contact: Reginald Zeno (8517) Kevin Gunn (2015) Jo Ann Gunn (8525) A'ja Robertson (8585) ATTACHMENTS 13PRFP 22-0178 ENTERPRISE CONTRACT MANAGEMENT SYTEM.docx (Public) AgiloftSAMs.odf (CFW Internal) Certificate of Interested Parties Form 1295 Aailoft Inc. reauires vour sianature - sianed.r)df Comr)Memo ITB22-0178 230606 GV.r)df (CFW Internal) FID Table Contract Manaaement Svstem.xlsx (CFW Internal) (CFW Internal) http://apps.cfwnet.org/council_packet/mc review.asp?ID=31228&councildate=6/27/2023 6/27/2023