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Home My WebLink AboutContract 59127-A1CITY SECRETARY AuditBoard, Inc. r'1"d" ACT NJ. 53 f a%- A l ORDER FORM #2 AuditBoard, Inc. City of Fort Worth 12900 Park Plaza Dr., Suite 200 200 Texas St. Cerritos, CA 90703 Fort Worth, TX 76102 audiiboard.com ("AuditBoard") Billing Information Billing Contact Person: Tom Wilson Billing Email for invoices: tom.wilson@forlworthlexas.gov Billing Contact Number: PO Required? If yes, PO #: Additional Billing Instructions: (i.e., Portal Registration) ("Cu wino ") A. INCLUDED USE AND USE RIGHTS Table 1: Subscription Fees SERVICES DESCRIPTION ANNUAL FEES OpsAudit 4 additional core users Professional Plus B Annual Subscription Fes Total If Customer exceeds Its Included Use for the AudltBoard products listed in Table 1 above, Customer shall Immediately owe the following Incremental fees: SERVICES OpsAudit Professional Plus B PRICE PER UNIT $3,215 Usage Rights Subscription Start Date: July 28, 2023 Subscription End Date: March 26, 2026 v. 7.5.2023 O 2023 UNIT OF MEASURE Core User OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX &"tbowd.mn I t Customer may use the products and modules set forth herein and in any other active Order between the parties, each as AuditBoard makes available through the website cityoffortworth.audilboardapp.com, including the website itself, and any audio or visual information, documents, text, images, data or other software or services offered by AuditBoard in connection therewith (the "Services") during the subscription term having the Subscription Start Date and Subscription End Date set forth above (the "Initial Term"). f- TERMS OF YOUR ORDER THIS ORDER FORM #2 (this "Order") together with the AuditBoard Subscription Agreement between the Parties dated March 22, 2023, and any other active Order(s) between the Parties constitute the entire agreement between Auditboard and Customer governing the Services to the exclusion of all other terms (the "Aareement"). Customer is authorized to use and access the AuditBoard Services included in Table 1 solely during the Term in the quantities listed in Table 1 ('Included Use"). This Order shall be considered confidential (including, without limitation, the pricing terms contained herein). Any capitalized terms not otherwise defined herein shall have the meaning attributed in the Agreement. The Order is connected to and governed by terms of the Order Form between the parties dated March 22, 2023 (" Underlvinq Order"). Should the OpsAudit Professional Plus B Service in the Underlying Order be fully terminated for any reason, this Order shall also automatically terminate on the same date and all fees paid by Customer to AuditBoard related to this Order shall be considered fully earned and non-refundable. r ADDITIONAL TERMS Currency: USD Invoice and Payment Terms: Year 1 Subscription Fees Net 30 Order Effective Date $8,562 (7/28/2023 — 3/26/2024) Year 2 Subscription Fees Net 30 March 27, 2024 $12,860 (3/2712024 — 3126/2025) Year 3 Subscription Fees Net 30 March 27, 2025 $12,880 (3/27/2025 — 3/2612026) TOTAL $34,282 I Order Expiration: This Order, including without limitation, any promotional or discounted pricing offered herein, shall expire July 28, 2023 (the "Order Exoiration Date") unless this Order is executed by Customer on or prior to the Order Expiration Date. If AuditBoard executes this Order after the Order Expiration Date, the terms contained herein will be deemed as a new offer and shall be valid and binding upon the Parties. v. 7.5.2023 0 2023 IN WITNESS WHEREOF, AuditBoard and Customer have caused this Order to be signed and effective as of the last date signed below by their duly authorized representatives (the "Order Effective Date"). If the Subscription Start Date is earlier than Order Effective Date then the Order Effective Date shall be the same as Subscription Start Date. Customer will be invoiced for payment related to the first Year's subscription fees and Implementation Services on the Order Effective Date. The Subscription Start Date will commence on the date listed above. AudltBoard, Inc. L7- h: SIGNED 7/17/2023 DATED Tina Yeh NAME SVP, Finance and operations TITLE v. 7.5.2023 0 2023 City of Fort Worth ��k (�HUtbt. NAI" SIGNED 7/17/2023 DATED Brian Burkland NAME Assistant City Auditor TITLE Certificate Of Completion Envelope Id: E3D7F904FC294146B5889B404A96BB03 Subject: AuditBoard Documents for your DocuSign Signature (City of Fort Worth) Source Envelope: Document Pages: 3 Signatures: 2 Certificate Pages: 5 Initials: 0 AuloNav: Enabled Envelopeld Stamping: Enabled Time Zone: (UTC-08:00) Pacific Time (US & Canada) Record Tracking Status: Original 7/14/2023 11:57:34 AM Signer Events Brian Burkland Brian.Burkland@forlworthtexas.gov Assistant City Auditor Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 7/17/2023 1:51:45 PM ID:3d0a9514-3997-4359-97d1-039151800f34 Tina Yeh tyeh@audilboard.com SVP, Finance and Operations AuditBoard, Inc. Signing Group: Finance Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Accepted: 9/18/2020 8:29:33 AM ID: fl49eb11-f7al-4ec7-bOdf-0146f8f8b45a In Person Signer Events Editor Delivery Events Agent Delivery Events Intermediary Delivery Events Certified Delivery Events Carbon Copy Events Shana Doyle sdoyle@auditboard.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Holder: Brit Flanders bflanders@audilboard.com Signature OoauUrM1 by: 8R2CAA9*W8849E... Signature Adoption: Pre -selected Style Using IP Address: 204.10.90.100 000u.b�r. e fit EFYIif]�M�LY�C... Signature Adoption: Pre -selected Style Using IP Address: 107.135.135.241 Signature Status Status Status Status Status 1 COPIED DocuSign Status: Completed Envelope Originator: Brit Flanders 12900 Park Plaza Drive ste 200 Cerritos, CA 90703 bflanders@audilboard.com IP Address: 35.80.213.208 Location: DocuSign Timestamp Sent: 7/14/202311:58:24 AM Viewed: 7/17/2023 1:51:45 PM Signed: 7/17/2023 1:52:45 PM Sent: 7/17/20231:52:47 PM Viewed: 7/17/2023 2:00:18 PM Signed: 7/17/2023 2:00:26 PM Timestamp Timestamp Timestamp Timestamp Timestamp Timestamp Sent: 7/14/202311:58:22 AM Viewed: 7/17/2023 2:13:22 PM Carbon Copy Events Status Timestamp Legal Team COPIED I Sent: 7/14/2023 11:58:23 AM legal®auditboard.com Commerclal Counsel Security Level: Email, Account Authenik:atlon (None) Electronic Record and Signature Disclosure: Accepted: 9/23/2020 6:29:28 PM ID: e054cb61-ff46-425e-bOba-c30135BccOf5 Accounting Team COPIED I Sent: 7/17/2023 2:00:27 PM accou ntsreceiva ble@auditboard.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSlgn Deal Desk COPIED Sent: 7/17/2023 2:00:28 PM dealmanagement@audhboard.com Security Level: Email, Account Authentication (None) Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 7/14/2023 11:58:22 AM Certified Delivered Security Checked 7/17/2023 2:00:18 PM Signing Complete Security Checked 7/17/2023 2:00:26 PM Completed Security Checked 7/17/2023 2:00:28 PM Payment Events Status Timestamps Electronic Record and Signature Disclosure Electronic Record and Signature Disclosure created on: 12/30/201912:28:55 PM Parties agreed to: Brian BuMand, Tina Yeh, Legal Team ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, AuditBoard,lnc. (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check -box next to `I agree to use electronic records and signatures' before clicking `CONTINUE' within the DocuSign system. Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per -page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below. Consequences of changing your mind If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us. All notices and disclosures will be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know,as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us. How to contact AuditBoard,Inc.: You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To contact us by email send messages to: slachini@auditboard.com To advise AuditBoard,Inc. of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at slachini@auditboard.com and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies from AuditBoard,Inc. To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to slachini@auditboard.com and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any. To withdraw your consent with AuditBoard,Inc. To inform us that you no longer wish to receive future notices and disclosures in electronic format you may: i. decline to sign a document from within your signing session, and on the subsequent page, select the check -box indicating you wish to withdraw your consent, or you may; ii. send us an email to slachini@auditboard.com and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process.. Required ]hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: httns:Hsuaport.docusian.com/2uides/siener-auide- s i sn i n a-system-rea u i rements. Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check -box next to `I agree to use electronic records and signatures' before clicking `CONTINUE,' within the DocuSign system. By selecting the check -box next to `I agree to use electronic records and signatures', you confirm that: You can access and read this Electronic Record and Signature Disclosure; and You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and Until or unless you notify AuditBoard,Inc. as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by AuditBoard,Inc. during the course of your relationship with AuditBoard,Inc.. [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] City: By: Name: Fernando Costa Title: Assistant City Manager Date: J u l 27, 2023 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: w V'�Y�{'Dtlti" Name: ►i , i'Y\ r �jLA/� Title: C+ � r, yq-d, , lug - Approved as to Form and Legality: By:`t,.: Name: Taylor Paris Title: Assistant City Attorney Contract Authorization: M&C: Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all perfonnance and reporting requirements. By: Nam Title: City Secretary: By:112 Name JaAette S. Goodall Title: City Secretary OFFICIAL RECORD CITY SECRETARY FT, WORTH, TX R 1' MEMORANDUM Date: July 27, 2023 To: Jannette S. Goodall, City Secretary From: Tom Wilson, Interim Audit Manager Subject: Amendment to Auditboard Contract 59127 The Department of Internal Audit submitted an executed contract amendment document to the City Secretary's Office (CSO) on July 24, 2023. The amendment was directly related to Internal Audit's efforts to acquire additional software user licenses under the terms of Auditboard contract 59127. That document, upon signature by the CSO, was recorded as contract 59127-A1. Subsequent to the CSO's signature and recording of the contract amendment, the Legal and Purchasing departments raised concerns as to whether the Auditboard vendor should have been required to sign the amendment document before its submittal to the CSO. Ultimately, it was determined that the vendor did not need to sign the amendment, since the purchase of additional licenses was in accordance with the original contract. Per the direction and recommendation from the Legal Department, the attached order form is now serving as the amendment itself (pages 1-8). Page 9 of the document is the signature page, and has been signed by the appropriate parties. Upon signature and recording by the CSO, this amendment document would become the new version of contract 59127-A1, replacing the previous version recorded earlier this week. Please contact me via email or at 817-392-6135 if you have any questions or concerns regarding this matter. Attachment