HomeMy WebLinkAboutContract 60007CSC No. 60007
CITY OF FORT WORTH
COOPERATIVE PURCHASE AGREEMENT
This Cooperative Purchase Agreement ("Agreement") is entered into by and between Fifth Asset,
Inc. d/b/a DebtBook("Vendor") and the City of Fort Worth, ("City"), a Texas home rule municipality.
The Cooperative Purchase Agreement includes the following documents which shall be construed in the
order of precedence in which they are listed:
1.
This Cooperative Purchase Agreement;
2.
Exhibit A
— OMNIA Partners 14-03 Pricing Index;
3.
Exhibit B —
OMNIA Partners 14-03 Cooperative Agreement;
4.
Exhibit C
— Conflict of Interest Questionnaire;
5.
Exhibit D
— Vendor Quote; and
6.
Exhibit E
— Additional Software Terms
Exhibits A, B, and C which are attached hereto and incorporated herein, are made a part of this
Agreement for all purposes. Vendor agrees to provide City with the services and goods included in
Exhibit A pursuant to the terms and conditions of this Cooperative Purchase Agreement, including all
exhibits thereto.
City shall pay Vendor in accordance with the pricing index in Exhibit A and the provisions of
this Agreement. Total payment made annually under this Agreement by City shall not exceed One
Hundred Thousand and 00/100 dollars ($100,000.00). Vendor shall not provide any additional items or
services or bill for expenses incurred for City not specified by Exhibit A and this Agreement unless City
requests and approves in writing the additional costs for such items, services, and/or expenses. City shall
not be liable for any additional expenses of Vendor not specified by this Agreement unless City first
approves such expenses in writing.
The term of this Agreement shall be effective beginning on the date signed by the Assistant City
Manager below ("Effective Date") and ending on July 31, 2024 City shall be able to renew this
agreement for Four (4) one-year options by written agreement of the parties.
Vendor agrees that City shall, until the expiration of three (3) years after final payment under this
Agreement, or the final conclusion of any audit commenced during the said three years, have access to
and the right to examine at reasonable times any directly pertinent books, documents, papers and records,
including, but not limited to, all electronic records of Vendor involving transactions relating to this
Agreement at no additional cost to City. Vendor agrees that City shall have access during normal
working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work
space in order to conduct audits in compliance with the provisions of this section. City shall give Vendor
reasonable advance notice of intended audits. Nothing in this paragraph is intended to limit Vendor from
deleting City Data (as defined in Exhibit D) in accordance with Section 3(c) of Exhibit D in accordance
with industry best practices and Vendor's data retention policies.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received by the other party by United States Mail, registered, return receipt requested, addressed as
OFFICIAL RECORD
Cooperative Purchase CITY SECRETARY Page 1 of
FT. WORTH, TX
follows:
To CITY:
To Fifth Asset, Inc. d/b/a DebtBook:
City of Fort Worth Fifth Asset, Inc. d/b/a DebtBook
Attn: Valerie Washington, Assistant City ATTN: Legal Department
Manager PO Box 667950
200 Texas Street Charlotte, NC 28266
Fort Worth, TX 76102-6314 Facsimile: N/A
Facsimile: (817) 392-8654
With copy to Fort Worth City Attorney's Office
at same address
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 Deliverable(s), 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 Deliverable(s). So long as Vendor bears the cost and
expense of payment for claims or actions against the City pursuant to this section, 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
Deliverable(s), 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 Deliverable(s); or (b) modify the Deliverable(s) to make them/it non -infringing, provided
that such modification does not materially adversely affect City's authorized use of the
Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally
equivalent non -infringing Deliverable(s) 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, subsequent to which termination City may seek any and all
remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE
SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY.
Data Breach. Vendor further agrees that it will monitor and test its data safeguards from
time to time, and 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 of the City's financial or personal identifiable information ("Personal Data") by any
unauthorized person or third party, or becomes aware of any other security breach relating to
Cooperative Purchase Page 2 of
Personal Data held or stored by Vendor under the Agreement or in connection with the
performance of any services performed under the Agreement or any Statement(s) of Work ("Data
Breach"), Vendor shall immediately (and in any event within 72 hours or as required by applicable
law) notify City in writing and shall fully cooperate with City at Vendor's expense to prevent or
stop such Data Breach. In the event of such Data Breach, Vendor shall fully and immediately
comply with applicable laws, and shall take the appropriate steps to remedy such Data Breach.
Vendor will defend, indemnify and hold City, its Affiliates, and their respective officers, directors,
employees and agents, harmless from and against any and all claims, suits, causes of action, liability,
loss, costs and damages, including reasonable attorney fees, arising out of or relating to any third
party claim arising from breach by Vendor of its obligations contained in this Section, except to
the extent resulting from the acts or omissions of City. All Personal Data to which Vendor has
access under the Agreement, as between Vendor and City, will remain the property of City. City
hereby consents to the use, processing and/or disclosure of Personal Data only for the purposes
described herein and to the extent such use or processing is necessary for Vendor to carry out its
duties and responsibilities under the Agreement, any applicable Statement(s) of Work, or as
required by law. Vendor will not transfer Personal Data to third parties other than through its
underlying network provider to perform its obligations under the Agreement, unless authorized in
writing by City. Vendor's obligation to defend, hold harmless and indemnify City shall remain in
full effect if the Data Breach is the result of the Vendor's negligent performance, willful
misconduct, or breach of this Agreement or applicable law. 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.
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.
Prohibition on Bovcotting Energv Comuanies. 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 Vendor's
signature provides written verification to the City that Vendor: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of this Agreement.
Cooperative Purchase Page 3 of
Prohibition on Discrimination Against Firearm nd 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 Vendor's signature provides written verification to the City that Vendor: (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.
Cooperative Purchase Page 4 of
The undersigned represents and warrants that he or she has the power and authority to execute this
Agreement and bind the respective Vendor.
CITY OF FORT WORTH:
Valerie Washington (Aug 28, 2023 21:36 CDT)
By:
Name: Valerie Washington
Title: Assistant City Manager
Date: Aug 28, 2023
APPROVAL RECOMMENDED:
By:
Name: Kevin Gunn
Title: IT Solutions Director
ATTEST:
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By:
Name: Jannette Goodall
Title: City Secretary
VENDOR:
Fifth Asset, Inc. d/b/a DebtBook
By: �� %�2u�t
Name: Tyler Traudt
Title:Cheif Executive Officer
Date: 08/16/2023
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.
Steven Vandever (Aug 16, 202316:39 CDT)
By:
Name: Steven Vandever
Title: Sr. IT Solutions Manager
APPROVED AS TO FORM AND LEGALITY:
By:
Name: Taylor Paris
Title: Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C: N/A
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Cooperative Purchase Page 5 of
Exhibit A
Cooperative Agreement Pricing Index
23DSTf-2
2023 Tier 1 -Debt
DebtBook's debt management soPorare-as-o-semce application m provided. A appbcaWe. to Customer
S Nrd
through access to the Application Serve, .
230ST2-2
2023 Tier 2 - Debt
DebtBook's Geld management software-asa-senesce application provded, it applicable, to Customer
S AntW
cc
through access to the Apptcabm Services
23DST3-2
2023 Tier 3 - Debt
DebfBocies "management soft—ce application provided. A applicable, to Customer
S Arwumi
trough access to the Application Services.
23DST4-2
2023 Tie. 4 - Debt
DebtBooks Geld management software-asa-semce application provided. G aW—b$,. to Customer
f ~-LI6
through access to the Apph—b n Services.
23DSTS-2
2023 Tier 5 - Debt
DebtBooles debt management softw—ce application provided. if applicable, to Customer
f ~�
through access to the Application Services.
23DST&2
2023 Ter 0 - DeM
DebtBook's debt managemendhe-as t sorara-semce appi—bon provided. A appl—tile, to Customer
through access to the Appkcabervice on Ss.
23LST1-2
2023 Ter 1 - Lease
DebtBodts lease management softwareas-a-service appii bon provided, if applicable. to Customer
i Asexual
through access to the Application Services.
23LST2-2
2023 Ter 2 - Lease
DebtBook's lease management software-asa-service appf bon provided. G applicable, to Customer
S Anttmi
through access to the Apphcalim Services .
23LST3-2
2023 Tier 3 -Lease
ak'
DebtBos lease management ftwa ent sore-asa-service apple bon provided. ifica applicable. to Custm oer
S ��
throughcces rough as to the Appkcab- Ser ices.
23L5T4-2
2023 Tier 4 -Lease
DebtBook's tease manager.- t software-asa-service apptrabon provided. f applicable, to Come ustr
S -,
throughaccess to the Appkcat— Services.
23LST5-2
2023 T 5 - Lease
DebtBooWs lease managements . ". . -..., . -... application provided. G applicable. to Customer
S Awrtsmi
through access to the ApMucabon Services.
23LST&2
2023 Tier t - Lease
DebtBook's lease management sottware-asaservice apple bon provided. A applicable, to Customer
AwLW
through access to the Appi—h- Servi,-
23SST1-2
2023 T 1 - &bsciption
DebtBook's SBfTA management soflware—ervice application provided, if applcable. to Cusomer
S Nam
through aooess to the Apptcabon Services
23SST2-2
2023 Tier 2 - Subscription
DebtBook's SBfTA—Wrrient software -as -a -service appbcabm provided, it applicable, to Cusbner
S Altai,
through access to the Appl—hm Services.
23SST3-2
2023 Ter 3 - Subsaytion
DebtBook's SERA management software-asaservice apph-bw provided, if applicable, W Cusbmer
f ~�
through accto the Appbwbon Services
access to
2023 Ter 4 - Subsunpbm
DebtBook's SBfTA—ge—t software-asa-service appicabm provided, it applicable, to Customer
f �
through a00eSs to the Apphcahori Services.
23SST5-2
2023 Tier 5 - Subsaytim
DebtBooles SBRA management sofMare—servi a appicabm provided. A applicable. W Cusbmer
f Annual
through acres; to the Application Services.
23SSTB-2
2023 Tier t - Subsmpbm
DebtBook's S81TA management software-as-asernce appicabm pronded, d applicable, to Cusbner
AnWa'
through access to the Appl—bori S—,
23LSST1-2
2023 Tier 1 - Lease 6 Subscnpbori
DebtBook's lease management and SBfTA management sottwareasa-service application provided. if
S A—
appi—Ne. to Customer trough access to the Applrabm Sernces.
23LSST2-2
2023 Tier 2 - Lease 8 Subscniptim
DebWook's lease management and SBITA management software-asa-service applicatim pmvided. t
S A.—
appl—We, to Customer trough access to the Application Scrota;
23LSST3-2
2023 Tier 3 - Lease 6 Subscriptim
DebtBook's lease managmuatt and SBRA rreriagerrierd saflware-as-a-service application provided. G
S A —
applicable. to Custmw trough access to the Application Sermaw
23LSST4-2
2023 Tier 4 - Lease A Subscript—
DebtBodts lease management and SBITA marvagahrtaaz-e-semce nert selapplicabm provided. d
f A —
Cooperative
Exhibit B
Cooperative Agreement
DebtBook Resuonse.Ddf (omniapartners.com)
Cooperative Purchase Page 7 of
Exhibit C
Conflict of Interest Questionnaire
CONFLICT OF INTEREST QUESTIONNAIRE FORM CIO
For vendor doing business with local governmental entity
This questionnaire reflects changes made to the law by KB. 22. 8411% Leg- Dewar 9essRW OFFICE USE ONLY
his quesbonnare s tonq toed n accoroance mth Chapter 176. Local Government Cade, t7j a vmaorwho Duo Fscarod
has a M&r*ss retaucnshp as donned by Section 176.001(1-3) with a *M oovemrwntal entity anC the
vendor meets requremerts under Section 176.006(a).
By lalw rots quesbonnarre must be ffleci with the moords adminsL-gor of :he local oa rmmerntal erttla not at -
than tie nh busness day after the date the vendor becomes aware or facts that requre tie statement :0 be
toed. See Seruon 176.006(a-t I. Local Govemment Code.
A veer= oomm5 an offense T the venoor know" violates Section f 76.006. 'ocal GoNw rnent Code. Ar
.-cam>e .rde• tns sekxrn s a msdeTeancr.
Name of vendor who has a business re lationship with local governmental entity.
Fifth Asset Inc. d/b/a DebtBook
J Check this box if you are fling an updab to a previously filled questionnaire. (The law requires that you file an updated
completed questionnaire with the appropnate filing auUiorrty not later than the 7th business day after the date on which
you became aware that the originally filed questionnaire was incomplete or inaccurate )
J Name of local government officer about whom the information is being disclosed.
N/A
Name of CMfi--r
J Describe each employment or other business relationship with the local government oHieer, or a family member of the
officer, as descnbed by Section 176.003(aX2XA). Also describe any family relationship with the local govemment officer.
Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form
CIO as necessary.
A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income,
other than investment income, from the vendorl
Yes EX--1 No
B. Is the vendor receiving or likely to rec rve taxable income, other than investment income, from or at the direction
of the local govemment officer or a family member of the officer AND the taxable income is not received from the
local governmental entrtyl
J Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or
other business entity with respect to which the local government officer serves as an officer or director, or holds an
ownership interest of one percent or more.
J
a Check this box d the vendor has given the local govemment officer or a tamily member of the officer one or more gifts
as described in Secbon 176.0031a;(2)(131, excluding gifts described in Section 176.003(a-1).
J
� 08/16/2023
rAa(4��
SWIM" m the oovemmeram entity ::a e
For-r pravraed by Texas Ethcs CorrTrss or www.e:htcs.sta:e.tx.us Revised 11130.2016
Cooperative Purchase Page 8 of
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Government Code may be found at http: "www.statutes.legis.state.tx.us
Docs. LG htm LG.176.htm. For easy reference, below are some of the sections cited on this form.
Local Govemment Code & 176.001(1-a): "Business relationship' means a connection between two or more parties
based on commercial activity of one of the parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal. state, or local governmental entity or an
agency of a federal, state, or local governmental entity:
(B) a transaction conducted at a price and subject to terms available to the public: or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and
that is subject to regular examination by. and reporting to, that agency.
Local Government Code § 176.003(a)(2)(A) and (B):
(a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
(2) the vendor:
iA) has an employment or other business relationshipwith the local government officer or a
family member of the officer that results in the officer or family member receiving taxable
income, other than investment income. that exceeds $2,500 during the 12-month period
preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed. -
or
(ii) the local governmental entity is considering entering into a contract with the
vendor:
(B) has given to the local government officer or a family member of the officer one or more gifts
that have an aggregate value of more than $100 in the 12-month period preceding the date the
officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed: or
00 the local governmental entity is considering entering into a contract with the vendor.
Local Government Code file
and (a-1)
(a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship
with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local
governmental entity, or a family member of the officer. described by Section 176.003(a)(2)(A):
(2) has given a local government officer of that local governmental entity. or a family member of the
officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(6), excluding arty
gift described by Section 176.003(a-1): or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator
not later than the seventh business day after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental
entity: or
(B) submits to the local governmental entity an application, response to a request for proposals
or bids. correspondence. or another writing related to a potential contract with the local
governmental entity: or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a
family member of the officer, described by Subsection (a):
(B) that the vendor has given one or more gifts described by Subsection (a): or
(C) of a family relationship with a local government officer.
Form provided by Texas Ethics Commission wwa.ethics.state.tx.us RNis-A 11 Ct
Cooperative Purchase Page 9 of
Exhibit D
Vendor Quote
DebtBook Quote
Fort Worth, TX
Prepared For:
Prepared By:
Alex Laufer
DebtBook
275 W. 13th St. (2nd Floor)
Debt Manager
Riley Knowles
Fort Worth, TX 76102
alex.laufer@fortworthtexas.gov
Account Manager
(817}392-2268
riley.knowles` debtbook.com
Description
Qty
Unit Price
Discount
Total
Subscription Charge - Debt: Tier 5
1
S45,000
66%
$15,000
Th s represents he wmal suosc(ptrcr charge yov
Year 1
Year 1 Cost
organza -on pays for access to the :xOtsook
platform. There are roaadvera: crapes - this covers
unYmrted users, exterrai aharrng- support rd trarNna
Subscription Charge - Debt: Tier 5
1
S45,000
621
$17,000
T1,,%represents he artmal s.nsctVwr charge ycs
Year 2
Renewal Term 1
ugamaton pays for access to the :?ecleook pleNam
There are no abdrtroral crapes - the ccvers u4n-rted
Total
users. external sham- s.oport and trarrg.
Subscription Charge - Debt: Tier 5
1
S45,000
57y
S 19,000
TV s represents ne anmal stncrVnc charge yos
Year 3
Renewal Term 2
crgarr:at*n pays for acce= to the :?eatf)ook ptaticrm
Tl-re are no addaronal rwges - lhs ccVMs unln•rtad
Total
users, erternal sharng, siDmi and tmra g.
Subscription Charge - Debt: Tier 5
S45,000
$22,000
1
51It
Ttw represents he ar.r`al sjDscrVior charge yw
Year 4
Renewal Term 3
organza son pays for access to the DeMook plelorm
r Tte are nc adderonal crapes- the covers unirrded
Total
users. ex-mmal sham, s-pporl and tracwg.
Subscription Charge - Debt: Tier 5 1 S45,000 44:1: 525,000
Th s represents ne anmal stscrptrcr charge ycCa Year 5 Renewal Term 4
man:ason pays fcc access to the-eMBook platform
There are no addtlorvlcharges - the ccvets rrkrrtad Total
users, axteenal sharft auOporl and tramp.
Total 5 Year Cost : S98,000
Cooperative Purchase Page 10 of
Exhibit E
Additional Software Terms
By executing the Agreement and using any of the Services (as defined below), the City agrees to be bound by these
Additional Software Terms. If any conflict exists between the terms of the Agreement and the terms set forth in this
Exhibit D, the terms of the Agreement shall control.
1. Definitions.
"Aggregated Statistics" means data and information related to City's use of the Services that is used by
Vendor in an aggregate and anonymized manner, including statistical and performance information related to the
Services.
"Application Services" means the Products and other application -based services that Vendor offers to City
through access to the Vendor application. The specific Products offered to City as part of the Application Services
are limited to those Products expressly described in the Vendor Quote.
"Appropriate Security Measures" means, collectively, commercially reasonable technical and physical
controls and safeguards intended to protect City Data against destruction, loss, unauthorized disclosure, or
unauthorized access by employees or contractors employed by Vendor.
"Authorized User" means any of City's employees, consultants, Vendors, or agents who are authorized by
City to access and use any of the Services.
"City Data" means, other than Aggregated Statistics, information, data, and other content, in any form or
medium, that is transmitted by or on behalf of City or an Authorized User through the Services.
"Documentation" means Vendor's end user documentation and content, regardless of media, relating to the
Services made available from time to time on Vendor's website at https:Hsupport.debtbook.com.
"Feedback" means any comments, questions, suggestions, or similar feedback transmitted in any manner to
Vendor, including suggestions for new features, functionality, or changes to the Vendor IP.
"Implementation Services" means the premium implementation services, if requested by the City, as
necessary to make the Application Services available to the City.
"Incorporated Documents" means, collectively, the Privacy Policy, the Documentation, the SLA, and the
Usage Policy, as each may be updated from time to time in accordance with their terms. The Incorporated
Documents, as amended, are incorporated into these Additional Software Terms by this reference. Current versions
of the Incorporated Documents are available at https://www.debtbook.com/legal.
"Onboarding Services" means onboarding services, support, and training as required to make the
Application Services initially available to City.
"Privacy Policy" means, collectively, Vendor's privacy policy and any similar data policies generally
applicable to all users of the Application Services, in each case as posted to Vendor's website and as updated from
time to time in accordance with their terms.
"Products" means, collectively, any products Vendor may offer to City from time to time through the
Application Services, in each case as established in the Vendor Quote.
"Services" means, collectively, the Application Services, the Onboarding Services, the Implementation
Services (if applicable), and the Support Services. For the avoidance of doubt, "Services" includes the underlying
Products made available to City through access to the Application Services.
"SLA" means the Service Level Addendum generally applicable to all users of the Application Services, as
Cooperative Purchase Page 11 of
posted to Vendor's website and as updated from time to time in accordance with its terms.
"Support Services" means the general maintenance services and technical support provided in connection
with the Application, as more particularly described in the SLA.
"Term" means the term of the Agreement.
"Usage Policy" means, collectively, Vendor's acceptable usage policy, any end user licensing agreement, or
any similar policy generally applicable to all end users accessing the Application Services, in each case as posted to
Vendor's website and as updated from time to time in accordance with its terms.
"Vendor IP" means (1) the Services, Documentation, and Feedback, including all ideas, concepts,
discoveries, strategies, analyses, research, developments, improvements, data, materials, products, documents,
works of authorship, processes, procedures, designs, techniques, inventions, and other intellectual property, whether
or not patentable or copyrightable, and all embodiments and derivative works of each of the foregoing in any form
and media, that are developed, generated or produced by Vendor arising from or related to the Services,
Documentation, or Feedback; and (2) any intellectual property provided to City or any Authorized User in connection
with the foregoing other than City Data.
Each capitalized term used but not otherwise defined in these Additional Software Terms has the meaning given to
such term in the Agreement.
2. Access and Use.
(a) Provision of Access. Subject to the terms and conditions of the Agreement, Vendor grants City and
City's Authorized Users a non-exclusive, non -transferable (except as permitted by these Additional Software Terms)
right to access and use the Application Services during the Term, solely for City's internal use and for the Authorized
Users' use in accordance with the Agreement. Vendor will provide to City the necessary passwords and network
links or connections to allow City to access the Application Services.
(b) Documentation License. Subject to the terms and conditions of the Agreement, Vendor grants to
City and City's Authorized Users a non-exclusive, non-sublicensable, non -transferable (except as permitted by these
Additional Software Terms) license to use the Documentation during the Term solely for City's and its Authorized
User's internal business purposes in connection with its use of the Services.
(c) City Responsibilities. City is responsible and liable for its Authorized Users' access and use of the
Services and Documentation, regardless of whether such use is permitted by the Agreement. City must use
reasonable efforts to make all Authorized Users aware of the provisions applicable to their use of the Services,
including the Incorporated Documents.
(d) Use Restrictions. City may not at any time, directly or indirectly through any Authorized User,
access or use the Services in violation of the Usage Policies, including any attempt to (1) copy, modify, or create
derivative works of the Services or Documentation, in whole or in part; (2) sell, license, or otherwise transfer or
make available the Services or Documentation except as expressly permitted by the Agreement; or (3) reverse
engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to any software component
of the Services, in whole or in part. City will not knowingly transmit any personally identifiable information to
Vendor or any other third -party through the Services.
(e) AL-sreQated Statistics. Notwithstanding anything to the contrary in the Agreement, Vendor may
monitor City's use of the Services and collect and compile Aggregated Statistics. As between Vendor and City, all
right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained
solely by Vendor. Vendor may compile Aggregated Statistics based on City Data input into the Services. Vendor
may (1) make Aggregated Statistics publicly available in compliance with applicable law, and (2) use Aggregated
Statistics as permitted under applicable law so long as, in each case, Vendor's use of any Aggregated Statistics does
not identify the City or disclose City's Confidential Information.
3. Intellectual Propertv.
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(a) Vendor IP. As between City and Vendor, Vendor owns all right, title, and interest, including all
intellectual property rights, in and to the Vendor IP.
(b) City Data. As between City and Vendor, City owns all right, title, and interest, including all
intellectual property rights, in and to the City Data. City hereby grants to Vendor the right to use the City Data and
perform all acts with respect to the City Data as may be necessary or appropriate for Vendor to provide the Services
to City.
(c) Effect of Termination. Without limiting either party's obligations under Section 5 of the Agreement,
Vendor, at no further charge to City, will (1) provide City with temporary access to the Application Services for up
to 60 days after the termination of the Agreement to permit City to retrieve its City Data in a commercially
transferrable format and (2) use commercially reasonable efforts to assist City, at City's request, with such retrieval.
After such period, Vendor may destroy any City Data in accordance with Vendor's data retention policies.
4. Limited Warranties.
(a) Functionalitv & Service Levels. During the Term, the Application Services will operate in a manner
consistent with general industry standards reasonably applicable to the provision of the Application Services and
will conform in all material respects to the Documentation and service levels set forth in the SLA when accessed
and used in accordance with the Documentation. Except as expressly stated in the SLA, Vendor does not make any
representation, warranty, or guarantee regarding availability of the Application Services, and the remedies set forth
in the SLA are City's sole remedies and Vendor's sole liability under the limited warranty set forth in this paragraph.
(b) Security. Vendor has implemented Appropriate Security Measures and has made commercially
reasonable efforts to ensure its licensors and hosting providers, as the case may be, have implemented Appropriate
Security Measures intended to protect City Data.
(c) EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION AND IN THE
AGREEMENT, VENDOR IP IS PROVIDED "AS IS."
(d) Vendor exercises no control over the flow of information to or from the Application Service,
Vendor's network, or other portions of the Internet. Such flow depends in large part on the performance of Internet
services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or
disrupt connections to the Internet. Although Vendor will use commercially reasonable efforts to take all actions
Vendor deems appropriate to remedy and avoid such events, Vendor cannot guarantee that such events will not
occur. ACCORDINGLY, VENDOR DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR
RELATING TO ALL SUCH EVENTS, AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE
AGREEMENT, ANY OTHER ACTIONS OR INACTIONS CAUSED BY OR UNDER THE CONTROL OF A
THIRD PARTY.
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