HomeMy WebLinkAboutC2016-405 - 10/25/2016 - Approved Infor
SaaS Order Form
This Order Form is subject to the terms of the Subscription License and Services Agreement between Infor(US),Inc.("Infor")and C
lq
of Corpus Christi. Texas("Licensee")with an effective date of October 28, 2016(the"Agreement"). All terms of the Agreement are
incorporated herein by reference. In the event of a conflict,the terms of this Order Form control over the terms of the Agreement.
Capitalized terms not defined in this Order Form are defined in the Agreement.In the event the capitalized terms in this Order Form differ
from the terminology used in the Agreement,references herein to:"Subscription Software"and"Component Systems"shall have the same
meaning,refer to the computer software programs identified this Order Form and may be referred to in the Agreement as Component Systems,
Products, Software Products, Subscription Software, Software, Standard Software, Programs or Licensed Programs; "Support" may be
referred to in the Agreement as Support, Maintenance and Support, Annual Support, Support Services, On-Going Support or One Point
Support;and"License Restriction"means any limitation on the use of the Subscription Software and may be referred to in the Agreement as
License Restriction or User Restriction.
I. Subscription Software
PROD:Corpus Christi(CLOUD)
Part# Subscription Software License Restriction* Support
(if applicable) Level**
Quantity Type
1 HAN-S-H8AMB Hansen 8-Asset Management Bundle Subscription 60 NU CXTE
Includes:
Hansen 8-Asset Management for Facilities Subscription
Hansen 8-Asset Management for Transportation Subscription
Hansen 8-Asset Management for Utilities Subscription
Hansen 8-Configured Assets Subscription
Hansen 8-CDR Web Services Subscription
Hansen 8-Assets Web Services Subscription
Hansen 8-Billing Web Services Subscription
Hansen 8-Work Management Subscription
Hansen 8-Customer Service Subscription
Hansen 8-Open 311 API Subscription
Hansen 8-Microsoft Exchange Subscription
Hansen 8-Asset Valuation Subscription
2 HAN-S-H8CDREB Hansen 8-CDR Enhanced Bundle Subscription 88 NU CXTE
Includes:
Hansen 8-CDR Bundle Subscription
Hansen 8-Open 311 API Subscription
Hansen 8-Microsoft Exchange Subscription
Hansen 8-CDR Web Services Subscription
Hansen 8-Assets Web Services Subscription
Hansen 8-Billing Web Services Subscription
3 HAN-S-H8CSB Hansen 8-Customer Service Bundle Subscription 120 NU CXTE
Includes:
Hansen 8-Customer Service Subscription
Hansen 8-Call Center Subscription
Hansen 8-Open 311 API Subscription
Hansen 8-Microsoft Exchange Subscription
Hansen S-CDR Web Services Subscription
Hansen 8-Assets Web Services Subscription
Hansen 8-Billing Web Services Subscription
A IT A XT C' TT1 Wfl � ) u.._....- Dynamic Portal for CDR Subscription 385,000 POP CXTE
2016-405 ,S:
10/25/16
M2016-140 !016) OP-02209096 SQB015148_1 TD Ov11 8/30/2016 Page 1 of 10
Infor(US)Inc.
INDEXED
Hansen Dynamic Portal for Permits Subscription
Hansen Dynamic Portal for Licensing Subscription
Hansen Dynamic Portal for Planning Subscription
Hansen Dynamic Portal-Use Module Subscription
Hansen Dynamic Portal for Customer Service-Responsive
Design Subscription
5 HAN-S-H8UBB Hansen 8-Utility Billing Bundle Subscription 150,000 ACCT CXTE
Includes:
Hansen 8-CIS Billing Subscription
Hansen 8-Open 311 API Subscription
Hansen 8-Microsoft Exchange Subscription
Hansen 8-CDR Web Services Subscription
Hansen 8-Assets Web Services Subscription
Hansen 8-Billing Web Services Subscription
6 HAN-S-HDYP-UB- Hansen Dynamic Portal for Util.Billing Responsive Design 110,000 ACCT CXTE
RD Subscription
7 HAN-S-H8AWMM Hansen 8-Water Meter Management Subscription 60 NU CXTE
8 HAN-S-H8CDRB Hansen 8-CDR Billing Subscription 28,000 ATRAN CXTE
9 HAN-S-MOBILE- Infor Field Inspector CDR Subscription 30 NU CXTE
CDR
10 S3F-S-CSPSFPRO Infor CloudSuite Public Sector Financials and Procurement 4,000 EM CXTE
Subscription
11 S3F-S-GMPMOB Infor Grant Management Bundle Subscription 4,000 EM CXTE
12 S3S-S-SRM Supplier Relationship Mgmt(Strategic Sourcing,Contract Mgmt, 4,000 EM CXTE
Supplier order mgmt)Bundle Subsript
13 S3S-S-MSCMSU Mobile Supply Chain Management Subscription(Single tenant) 4,000 EM CXTE
14 BPP-S-XMLTSU Design Studio Subscription 4,000 EM CXTE
15 TAM-S-CSAGHR Infor CloudSuite HCM Global Human Resources Subscription 4,000 EM CXTE
ALC
16 TAM-S-CSATAM Infor CloudSuite HCM Talent Management Subscription ALC 4,000 EM CXTE
17 HRM-S-CSAPAY Infor CloudSuite HCM HRM Payroll Subscription ALC 4,000 EM CXTE
18 PMP-S-ADMN-SQL Infor CPM Administrator&Developer-SQL Subscription 2 NU CXTE
19 PMP-S-BUD-PLAN Infor CPM Budgeting&Planning Subscription 220 NU CXTE
For the purpose of the definitions below,Component System and Subscription Software may be used interchangeably.
*If specified in the User Restriction field:
• "ACCT"=Accounts-Quantity represents the number of billable customers,residential or commercial,which are invoiced by the
Component System.
• "ATRAN"=Annual Transactions-Quantity represents the number of entries processed annually by the Component System,
including but not limited to such sources as bank account summaries, bank account statements, accounting reports from any
interface software,excel import templates,purchase orders,sales orders and invoices,regardless of whether such entries are entered
manually or electronically.
• "EM"=Employee-The total number of individuals who are or have been employees of Licensee(whether employed on a full-
time,part-time,seasonal or other basis)or independent contractors of Licensee(whether engaged directly or through a third party
as contract workers, consultants, freelancers or other capacity). For licensing purposes, former employees and independent
contractors of Licensee shall only count as Employees if their data is maintained or processed by the Component System for
administrative, pension or payroll purposes. Within thirty days following each anniversary of the Order Form Date (each an
"Anniversary"),Licensee will provide detail regarding the total number of Employees as of such Anniversary.If the actual number
of Employees as of an Anniversary is in excess of the specified licensed quantity of Employees as of such Anniversary,Licensee
will purchase additional licenses corresponding to such excess amount.
• "NU"=Named Users-Allows access to the Component System up to the stated maximum number of individual named users,
irrespective as to whether any such user is actively logged on to the Component Systems at a given point in time;The Licensee
agrees to assign to each Named User a unique identification profile,it being agreed that to the extent Licensee uses generic user
Order Form SaaS(CPQ-English-US May 2016) OP-02209096 SQB015148_1 TD Ov11 8/30/2016 Page 2 of 10
profiles as a means to access the Component System,each separate log-on accessing the Component System will be counted as a
separate user.
• "POP"=Population-Quantity represents the maximum number of persons who reside within the jurisdiction of Licensee and an
increase in population which exceeds the Quantity specified will carry additional License and Support Fees.
**Support Level for Subscription Software:
CXTE=Subscription Services Elite Support-During the Subscription Term,Licensee is eligible to receive the standard support which Infor
makes generally available to its subscription customers, and Licensee is eligible to receive access to a Customer Success Manager. The
Customer Success Manager(CSM)has a focus on the overall relationship with the Licensee. The CSM's role is not technical in nature. The
CSM will interface with the Licensee's key stakeholders with strategic Infor contacts including Product Management and Development as
needed. The CSM will have regular meetings with the Licensee that will include regular business and strategy meetings. The goal of these
meetings is to review progress toward licensee's business goals and ensure alignment with licensee's strategic objectives. Additional
information regarding deliverables of Elite Support may be found at:http://www.infor.com/suppordsupport-plan-features/
II. Subscription Term and Subscription Fees
Annual Subscription Fee:$755,000.00
Initial Subscription Term:Subscription Service Ready Date through 5 years from Subscription Service Ready Date.
Fee for Initial Subscription Term : $3,775,000.00
Total Amount Due(before applicable taxes): $3,775,000.00
Unless otherwise specified all amounts are in United States Dollar
Currency:USD
III. Payment Terms:
Annual Payment Terms:
Licensee shall pay the Annual Subscription Fee,in advance,as invoiced by Infor. The first Annual Subscription Fee,plus applicable
taxes,will be invoiced promptly upon the Subscription Service Ready Date. All other Annual Subscription Fees will be invoiced such
that they are due prior to the commencement of the portion of the Subscription Term to which the Annual Subscription Fee applies.
Licensee shall pay all invoices within 30 days of the date of the invoice.
Licensee Account ID: 100013196
Infor GL ID: USOAB
Account Executive Name: Shelly Carroll
Primary-use Address: Invoice Address:
City of Corpus Christi,Texas City of Corpus Christi,Texas
1201 Leopard Street 1201 Leopard Street
Corpus Christi,TX 78401 Corpus Christi,TX 78401
USA USA
Contact Name:Belinda Mercado Contact Name:Belinda Mercado
Contact Title: Contact Title:
Contact Phone:361-826-3732 Contact Phone:361-826-3732
Contact email:bmercado@cctexas.com Contact email:bmercado@cctexas.com
IV.Customized or Modified Software
The Parties agree that the following terms in the Subscription License and Services Agreement are hereby modified as follows in
regards to the modifications and the Services set forth herein:
• Availability:Any period of unavailability which is determined to have been caused by a modification shall not be counted in the
availability percentage as described in the downtime warranty.
Order Form SaaS(CPQ-English-US May 2016) OP-02209096 SQB015148_1 TD Ov11 8/30/2016 Page 3 of 10
• Future Updates:Any future updates or upgrades of modifications are not included in the Subscription Fee and will require a
separate billable engagement for updates.
• Limitation of Liability:Infor will not have any liability for any breach of warranty,data breach,or other breach of personal or
confidential information caused or contributed to by a modification.
• Data Correction:any data accuracy or integrity issue caused by a modification will require a separate billable engagement for
remediation.
For avoidance of doubt,any support or other services required by Licensee as a result of prior customization or modification to
the products that are now licensed under this SaaS Order Form,shall be provided upon request at Infor's then-current billable
rates.
V.Additional Terms
1. "Subscription Service Ready Date"means the date Infor informs Licensee that the Subscription Service is accessible,but not ready
for use,by Licensee for the respective Subscription Software listed in this Order Form. This date is not synonymous with any
Licensee launch or go-live date(date software is ready for use).
2. Exhibit 1—Service Level Description is attached to and made a part of this Order Form.
3. Exhibit 2 —The Mobile Software Supplement attached hereto and incorporated herein (the "Mobile Supplement"), sets forth
additional terms and conditions applicable to Licensee's access to and use of the Mobile Software described in this Order Form.
The terms of the Agreement are hereby amended by the Mobile Supplement as it relates to the Mobile Software.In the event of a
conflict between the terms and conditions of the Agreement and the provisions of the Mobile Supplement,the provisions of the
Mobile Supplement shall govern and control.
4. Licensee elects to terminate maintenance upon Subscription Service Ready Date for its perpetually licensed Component Systems
with the same product functionality as the Subscription Software licensed herein. Licensee will receive Transitional Support on
those Component Systems until the earlier of: (i)the "go live" date at which time the licensed Subscription Software will be
available for beneficial production use or(ii)eighteen(18)months after the Subscription Service Ready Date,included as part of
the Subscription Fee. Transitional Support is defined as phone support,incident logging and resolution,but excludes any upgrades
or enhancements to the perpetual licenses. Infor will issue a credit equal to the amount of unused,prepaid maintenance fees. The
credit will be calculated from the end of the month of the Subscription Service Ready Date and will either be applied to the
customer's outstanding or future invoices, or remitted back to the customer in the form of a refund, the specific method being
Infor's sole discretion.
5. Licensee's purchase of the licenses specified herein is not contingent or dependent upon the provision of any consulting services
Licensee may choose to purchase from Infor contemporaneously with this Order Form or in the future.
6. No changes or modifications of any kind to this Order Form shall be accepted after execution unless signed in writing by both
parties. In Addition:(1)Any purchase order or similar document(other than a mutually executed and delivered Order Form)that
may be issued by the undersigned Licensee in connection with this Order Form does not modify this Order Form or the Agreement
to which it pertains. No such modification will be effective unless it is in writing,is signed by each party,and expressly provides
that it amends this Order Form(or as applicable,the Agreement). (2)For U.S.Government entities,the following restricted rights
clause applies: This Component System is a"commercial component,"as this term is defined in 48 C.F.R.2.101, consisting of
"commercial computer software" and "computer software documentation," as such terms are defined in 48 C.F.R. 252.227-
7014(a)(I)and 48 C.F.R.252.227-7014(a)(5),respectively,and used in 48 C.F.R. 12.212 and 48 C.F.R.227.2702,as applicable,
and all as amended from time to time. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202,and other relevant sections of
the Code of Federal Regulations,as applicable,and all as amended from time to time,all U.S. Government entities acquire this
Component System only with those rights set forth in the license agreement accompanying this Component System. Use,
duplication,reproduction, or transfer of this commercial software and accompanying documentation is restricted in accordance
with FAR 12.212 and DFARS 227.7202 and by a license agreement. (3)By signing this Order Form, Licensee represents and
warrants that it has obtained all necessary authorizations and approvals including,but not limited to,appropriation of funds and
budget approval.
7. Effective date of this Order Form:October 28,2016(the"Order Form Date"),to be completed by Infor upon countersignature.
Order Form SaaS(CPQ-English-US May 2016) OP-02209096 SQB015148_1 TD Ov11 8/30/2016 Page 4 of 10
THE PARTIES have executed this Order Form through the signatures of their respective authorized representatives.
for: Infor(US),Inc. for: City of Corpus Christi,Texas
�� (Licensee) Y.----
ti Tri----_ P •//,:/:-
Signature Signature
Brad Steiner M. E. Vq h ///c n
Typed or Printed Name Typed or Printed Name
VP&Deputy General September 28,2016 Il
d,;,,!- ,; C/Yi i t7 2 6` (t?
Title Date Te Dat
Approved as to form: A 4116
/,/./ -4 I/
Al 1
Assist- City Attor ey
For C. y Attorne III
,,,,
ATTEST: --iii
RE CA HUERTA
CI ' SECRETARY
ki..2-fif.. I.L.n i lly.%
gY COUNCIL., D 157 /
iii
NN......
SECRETA v I/
I
I
Order Form SaaS(CPQ-English-US May 2016) OP-02209096 SQB015148_1 TD Ov11 8/30/2016 Page 5 of 10
Exhibit 1 to SaaS Order Form
Service Level Description
Infrastructure-The services are supported by commercially reasonable redundant infrastructure including
• Power infrastructure that includes redundant sources (multiple power feeds, generators, battery backups), multiple power
distribution systems,and redundant power supplies;
• Environmental controls that include highly available precision HVAC systems,humidity controls,and water detection systems;
• Network infrastructure that includes multiple Internet Service Providers,redundant edge routers,firewalls,and switches;
• Hardware and software redundancy in support of virtualized and physical servers;and
• Storage solutions that provide redundant back end data storage.
Infor maintains a disaster recovery site where Licensee's data is replicated on a regular basis.
Technical Change Management—Infor maintains change management system to ensure review and controlled implementation of changes
that Infor may make from time to time in the support of the services. Changes require both a risk analysis and a peer review before being
implemented in Infor's infrastructure.
Cloud Storage-Infor Subscription Software solutions include two(2)terabytes of storage at no additional charge.This storage limitation is
for the Licensee's production environment only and applies to each Infor CloudSuite or Subscription Software product line,regardless of
whether they are subscribed for on a single Order Form or across multiple Order Forms.
Security&Privacy—Infor takes great care to protect non-public information provided to us by our customers. Infor may have access to
non-public information from multiple sources that include:
• Directly from use of one of Infor's hosted applications.
• Directly from a customer's designated service representative or indirectly via batch data transfers.
• In the course of transactional activities as information is updated or processed by an Infor hosted application, or through data
maintenance activities.
• Other sources as defined by one of our solutions.
Infor has implemented a defense-in-depth strategy to protect non-public information. This strategy is based upon best-practices designed to
comply with applicable laws and regulations and is based upon widely accepted industry standards.Our security management system is based
on the following:
• Security Policies: We require that all employees be responsible for the security of non-public information and follow the practices
defined within the Information Security Management System.
• Information Security Organization: Infor's management is committed to security and has established an organization responsible
for the security of non-public information.
• Asset Management: All assets are strictly controlled and all information is classified in order to determine the appropriate controls
required for access and handling.
• Human Resources Security Practices: In the US,Infor conducts a comprehensive background check and screening at the time each
employee is hired and requires that employees maintain familiarity and compliance with security responsibilities. When employees
leave Infor,a formal process is established to remove their physical and virtual access to the Infor infrastructure.
• Physical and Environmental Security:Infor places critical components in physically controlled spaces with best-practices in place
to secure infrastructure.Physical and environmental security measures include card and/or biometric access controls,and limited
access to secure locations based on job function.
• Access Control:All access to systems,networks,and applications is controlled down to the user and resource level with role-based
privilege techniques. This access is reviewed on a periodic basis to ensure that a change of personnel or a change of role has not
modified the access needs of the individual.
• Communication and Operations Management: Infor has implemented strong operational procedures to protect information.Our
controls surrounding system planning,protection from malicious code,backup processes,network security,media handling and
exchange of information are constantly being analyzed and monitored to insure they provide reasonable protection for your data.
Third party service providers with access to confidential information are required to adhere to security and privacy requirements
Order Form SaaS(CPQ-English-US May 2016) OP-02209096 SQB015148_1 TD Ov11 8/30/2016 Page 6 of 10
that are consistent with and at least as restrictive as Infor's own policies and procedures regarding the protection of confidential
information.
• System Development: Security requirements of all applications that handle confidential information are defined early in the
development stage. Appropriate data protection techniques are designed into the application while changes to developed software
must go through a mature change management process.
• Incident Management: In the unlikely event of an actual or reasonably suspected security incident,our teams immediately begin
work to identify the scope of impact,mitigate any exposure,determine the root cause of the incident and take appropriate corrective
action.
• Compliance:We are constantly analyzing the requirements of legal,regulatory,and contractual obligations to ensure we are abiding
by the requirements that apply to the handling of your data.
Scheduled Maintenance—The services shall be subject to a regularly scheduled weekly maintenance window. Infor makes commercially
reasonable efforts to establish maintenance windows during times that minimize impact to Licensee's users. While most of Infor's
maintenance can be completed during regularly scheduled maintenance windows,from time to time maintenance must be performed outside
of the scheduled maintenance windows to maintain the integrity and security of the services. In such cases, Infor will provide Licensee's
primary point of contact as much advance notice of the planned maintenance as is technically feasible. The regularly scheduled weekly
maintenance windows and any period of unavailability due to maintenance for which Licensee is given at least 24 hours advance notice is
considered"Scheduled Maintenance".
Availability—Infor's goal is to provide access to the services at Infor's Internet gateway(s)twenty-four hours per day,seven days a week,
except during Scheduled Maintenance. Infor's service level objective is 99.5%Availability measured on a monthly basis.
Availability for the Subscription Services is measured monthly as a percentage of Scheduled Available Minutes.
• "Scheduled Available Minutes" are the total minutes in a month less the number of Scheduled Maintenance minutes in the
applicable month.
• "Available Minutes" is the number of Scheduled Available Minutes in a month less the aggregate number of minutes the
Subscription Services were unavailable outside of Scheduled Maintenance.
• "Availability"is a percentage calculated as the Available Minutes in a month divided by the Scheduled Available Minutes in the
month.
For example,in a 30 day month with 4 weekly Scheduled Maintenance windows of 8 hours,there are 41,280 Scheduled Available Minutes
((60 min.x 24 hrs.x 30 days)-(60 min.x 8 hrs.x 4 weeks)=41,280). If the Subscription Services experienced an outage of two hours outside
of Schedule Maintenance, there were 41,160 Available Minutes in the month (41,280 Scheduled Available Minutes — 120 minutes of
unavailability). The resulting Availability percentage is 41,160/41,280=99.7%.
The following shall not be considered periods of unavailability for purposes of the Availability calculation:
• Outages due to factors outside of Infor's reasonable control(for example,a network or device failure at Licensee's site or between
Licensee and Infor's data centers);
• Delays in email or webmail transmission to or from the hosted application;
• Connectivity issues outside of Infor's direct control(e.g.DNS issues);
• Force Majeure events;
• Outages attributable to the acts or omissions of Licensee or Licensee's employees, agents, contractors, or vendors, or anyone
gaining access to the services means of UserIDs or equipment controlled by Licensee;
• Periods of Down Time at Licensee's request;
• Outages that result from Licensee's equipment, software, or other technology and/or third party equipment, software or other
technology(other than those which are under Infor's direct control);and
• Performance degradation due to Licensee's use of the services in excess of the scope of Licensee's license,usage restrictions,or
product limitations outlined in the applicable Agreement.
Order Form SaaS(CPQ-English-US May 2016) OP-02209096 SQB015148_1 TD Ov11 8/30/2016 Page 7 of 10
Exhibit 2
MOBILE SUPPLEMENT
In connection with Licensee's license to the Mobile Software(the"Mobile Application")as specified in the Order Form to which this Mobile
Supplement ("Supplement") is attached, Licensee may use certain Infor-licensed Software (the "Software") on the Mobile Application
through certain Apple or Android devices.The Mobile Application may be used on either an Apple device or an Android device,as specified
by Apple or Google. If Licensee elects to use the Mobile Application on an Apple device,the Mobile Application is separately distributed
exclusively by Apple through the App Store pursuant to the Apple Terms of Use. If Licensee elects to use the Mobile Application on an
Android device,the Mobile Application is separately distributed exclusively by Google through Google Play pursuant to the Google Terms
of Service.In order to use the Mobile Application on an Apple device,Licensee Users must separately agree to the Apple Terms of Use prior
to downloading the Mobile Application,and in order to use the Mobile Application on an Android device,Licensee users must separately
agree to the Google Terms of Service.If Licensee Users do not agree to these separate terms,then use of the Mobile Application will not be
permitted on the respective Apple-supported or Google-supported device.At the time of download of the Mobile Application from the App
Store or Google Play,as applicable, Licensee Users will be prompted to agree to either the Apple Terms of Use or the Google Terms of
Service by checking a box displayed at the end of these terms or by clicking an"Agree"or similar button where this option is provided,or
Licensee Users will be deemed to have accepted such terms by using the Mobile Application.Notwithstanding the foregoing,the Agreement
to which this Supplement is attached is deemed amended by this Supplement with respect to the Mobile Application,as provided for below
and as otherwise set forth in the Apple Terms of Use or the Google Terms of Service,as applicable.Any conflict between the terms of the
Agreement and the terms of this Supplement will be resolved in favor of this Supplement.
1. Additional Definitions.
"Apple"refers to Apple,Inc.and its majority-owned affiliates.
"Apple Terms of Use"refers to the then-current additional terms and conditions of Apple(including the App Store Terms of Service and
Apple Usage Rules set forth in the Apple App Store)and the EULA that Licensee Users must accept and agree to prior to using the Mobile
Application on an Apple device.
"App Store"means the electronic store branded,owned and/or controlled by Apple.
"INFOR"refers to the INFOR contracting entity set forth in the Agreement, for and on behalf of itself and its subsidiaries and affiliates,
including Infor(US),Inc.
"EULA"means additional terms of use of INFOR applicable to the Mobile Application that Licensee Users must accept and agree to prior
to use of the Mobile Application.Neither Apple nor Google is a party to the EULA.
"Google"refers to Google Inc.
"Google Play"means the electronic store branded,owned and/or controlled by Google.
"Google Terms of Service"refers to the then-current additional terms and conditions of Google(including the Google Play Terms of Service)
and the EULA that Licensee Users must accept and agree to prior to using the Mobile Application on an Android device.
"Licensee Users"refers to the individuals affiliated with and authorized by Licensee to use the Mobile Application in connection with the
Software,subject to the Agreement,including the applicable User Restrictions set forth in the Order Form,and to agree to the Apple Terms
of Use or the Google Terms of Service,as applicable.
2. Supported Devices. The Mobile Application supports certain Apple and Android mobile devices,and data networks such as 3G,
EDGE and WiFi,and enables Licensee Users to access the Software through such Apple and Android mobile devices.Notwithstanding the
foregoing,INFOR shall have no obligation to offer technical support(including without limitation any wireless network connectivity support)
in connection with any Apple or Android mobile device and shall have no liability with respect to the compatibility or performance of any
Apple or Android mobile device in connection with the Mobile Application or the Software.
3. License. Subject to the terms and conditions of the Agreement(including any applicable User Restrictions set forth in the Order
Form), and the Apple Terms of Use and the Google Terms of Service, INFOR grants Licensee a non-exclusive, non-transferable, non-
sublicensable, revocable license to run the Mobile Application on designated Apple or Android mobile devices owned or controlled by
Licensee,solely for Licensee Users to access the Software for Licensee's own internal computing operations.Each Licensee User may use
Order Form SaaS(CPQ-English-US May 2016) OP-02209096 SQB015148_1 TD Ov11 8/30/2016 Page 8 of 10
the Mobile Application only on a Licensee-owned and controlled Apple or Android mobile device that Licensee assigns to the specified
Licensee User. Licensee and Licensee Users are not permitted to use the Mobile Application for any purpose except in connection with
Licensee's separate license to the Software,consistent with the INFOR-provided applicable documentation and only as permitted under the
Agreement and the Apple Terms of Use and the Google Terms of Service, as applicable. If any Licensee User ceases to be affiliated with
and otherwise authorized by Licensee to use the Mobile Application or Software for any reason, Licensee will immediately terminate all
access by such Licensee User to the Mobile Application and the Software.INFOR may audit Licensee's use of the Software and the Mobile
Application and its compliance with the terms of the Agreement and the Apple Terms of Use and the Google Terms of Service,as applicable.
Any rights not expressly granted in this Supplement are expressly reserved.
4. Intellectual Property.INFOR retains all ownership and intellectual property rights in the Mobile Application.Licensee and Licensee
Users may not:(a)modify the Mobile Application;(b)provide or make the Mobile Application available to any third party;(c)use the Mobile
Application to provide third party training for INFOR products;(d)assign the Agreement or the EULA or transfer the Mobile Application
or any interest thereto to any other individual or entity;(d)decompile,disassemble or reverse engineer(except to the extent permitted by
applicable law)the Mobile Application;(f)create derivative works based on the Mobile Application;or(g)use any INFOR name,trademark
or logo.
5. Warranty. THE MOBILE APPLICATION IS LICENSED"AS IS," WITHOUT ANY WARRANTY WHATSOEVER. INFOR
MAKES NO WARRANTIES,EXPRESS OR IMPLIED,WITH REGARD TO THE MOBILE APPLICATION,IN WHOLE OR IN PART,
OR ANY OTHER MATTER RELATING TO THIS AGREEMENT. INFOR EXPLICITLY DISCLAIMS ALL WARRANTIES OF NON-
INFRINGEMENT, MERCHANTABILITY AND OF FITNESS FOR A PARTICULAR PURPOSE. INFOR EXPRESSLY DOES NOT
WARRANT THAT THE MOBILE APPLICATION,IN WHOLE OR IN PART,WILL BE ERROR FREE,WILL OPERATE WITHOUT
INTERRUPTION, WILL BE COMPATIBLE WITH ANY HARDWARE OR SYSTEMS SOFTWARE CONFIGURATION, OR WILL
MEET LICENSEE'S OR LICENSEE USERS' REQUIREMENTS. LICENSEE AND LICENSEE USERS ASSUME ALL RISKS
ASSOCIATED WITH THE USE OF THE MOBILE APPLICATION, INCLUDING WITHOUT LIMITATION RISKS RELATING TO
QUALITY, AVAILABILITY, PERFORMANCE, DATA LOSS, SECURITY AND USE IN A PRODUCTION ENVIRONMENT.
LICENSEE AND LICENSEE USERS EXPRESSLY ACKNOWLEDGE AND AGREE THAT AVAILABILITY OF THE MOBILE
APPLICATION IS SUBJECT TO APPLE'S SOLE DISCRETION AS THE OPERATOR OF THE APPLE APP STORE,AND GOOGLE'S
SOLE DISCRETION AS THE OPERATOR OF THE GOOGLE PLAY STORE (AS APPLICABLE) AND INFOR RESERVES THE
RIGHT TO CHANGE,SUSPEND,LIMIT,REMOVE OR DISABLE ACCESS TO THE MOBILE APPLICATION AND ITS FEATURES
AND FUNCTIONS AT ANY TIME WITHOUT NOTICE.NEITHER APPLE NOR GOOGLE HAS ANY WARRANTY OBLIGATION
WITH RESPECT TO THE SOFTWARE AND THE MOBILE APPLICATION.
6. Liability.TO THE EXTENT PERMITTED BY APPLICABLE LAW,IN NO EVENT WILL INFOR BE LIABLE TO LICENSEE,
LICENSEE USERS OR TO ANY THIRD PARTY FOR ANY DAMAGES ARISING IN CONNECTION WITH USE OR INABILITY TO
USE THE MOBILE APPLICATION OR IN CONNECTION WITH INFOR'S PROVISION OF OR FAILURE TO PROVIDE SERVICES
PERTAINING TO THE MOBILE APPLICATION,OR AS A RESULT OF ANY DEFECT IN THE MOBILE APPLICATION,OR AS A
RESULT OF ANY CHANGE, SUSPENSION, REMOVAL OR DISABLING OF ACCESS TO THE MOBILE APPLICATION. THIS
DISCLAIMER OF LIABILITY SHALL APPLY REGARDLESS OF THE FORM OF ACTION THAT MAY BE BROUGHT AGAINST
INFOR, WHETHER IN CONTRACT OR TORT, INCLUDING WITHOUT LIMITATION ANY ACTION FOR NEGLIGENCE,
PRODUCT LIABILITY, FAILURE OF THE MOBILE APPLICATION TO CONFORM TO ANY LEGAL OR REGULATORY
REQUIREMENT OR CLAIMS ARISING UNDER CONSUMER PROTECTION OR SIMILAR LEGISLATION. LICENSEE'S AND
LICENSEE USER'S SOLE REMEDY FOR BREACH OF THIS SUPPLEMENT BY INFOR OR FOR ANY OTHER CLAIM RELATED
TO THE MOBILE APPLICATION OR THIS SUPPLEMENT SHALL BE TERMINATION OF THIS SUPPLEMENT AND THE EULA.
NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, UNDER NO CIRCUMSTANCES SHALL INFOR AND ITS
LICENSORS BE LIABLE TO LICENSEE, LICENSEE USERS OR ANY OTHER PERSON OR ENTITY FOR ANY SPECIAL,
INCIDENTAL, CONSEQUENTIAL OR INDIRECT DAMAGES, LOSS OF GOOD WILL OR BUSINESS PROFITS, WORK
STOPPAGE,DATA LOSS,COMPUTER FAILURE OR MALFUNCTION, ANY AND ALL OTHER COMMERCIAL DAMAGES OR
LOSS,OR EXEMPLARY OR PUNITIVE DAMAGES.
7. Indemnification. INFOR will defend, indemnify and hold Licensee harmless from and against any loss, cost and expense that
Licensee incur because of a third party claim that use of the Mobile Application as permitted under this Agreement and the Apple Terms of
Use and the Google Terms of Service(as applicable)infringes any copyright of others. INFOR's obligations under this indemnification are
expressly conditioned on the following: (i) Licensee must promptly notify INFOR of any such claim; (ii)Licensee must in writing grant
INFOR sole control of the defense of any such claim and of all negotiations for its settlement or compromise(if Licensee chooses to represent
its own interests in any such action,Licensee may do so at its own expense,but such representation must not prejudice INFOR's right to
control the defense of the claim and negotiate its settlement or compromise); (iii) Licensee must cooperate with INFOR to facilitate the
settlement or defense of the claim. INFOR will not have any liability hereunder to the extent the claim arises from(a)any modification of
Order Form SaaS(CPQ-English-US May 2016) OP-02209096 SQB015148_1 TD Ov11 8/30/2016 Page 9 of 10
the Mobile Application or the Software; (b)the use or combination of the Mobile Application or Software with any computer,computer
platform,operating system and/or data base management system not provided or approved in writing by INFOR;(c)if the claim would have
been avoided by Licensee's use of the most recent version of the Mobile Application or Software;or(d)any improper use of the Software or
Mobile Application.THE FOREGOING SETS FORTH INFOR'S EXCLUSIVE OBLIGATION AND LIABILITY WITH RESPECT TO
INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS.Neither Apple nor Google has any indemnity obligation for the Software
or the Mobile Application.
8. Export.U.S.export control laws and other applicable export and import laws govern use of the Mobile Application.Licensee and
each Licensee User each represents and warrants that:(i)it is not a citizen,national or resident of,and is not located in nor under the control
of,any government or country to which the U.S.government has prohibited export,that is subject to a U.S.government embargo,or that has
been designated by the U.S. government as a terrorist-supporting country;(ii)it is not listed on any U.S.government list of prohibited or
restricted parties;and(iii)it will neither export or re-export,directly or indirectly,the Mobile Application in violation of such laws,or use
the Mobile Application for any purpose prohibited by such laws.
9. Support. INFOR does not offer support for the Mobile Application other than provision of updates,patches,bug fixes and new
versions of the Mobile Application via the Apple App Store or Google Play,to be determined in INFOR's sole discretion.Neither Apple nor
Google has any obligation to provide maintenance and support for the Mobile Application.
10. Term and Termination. INFOR may terminate the EULA and use of the Mobile Application by Licensee and Licensee Users if
Licensee or any Licensee User fails to comply with any terms of this Agreement or the Apple Terms of Use or the Google Terms of Service,
as applicable. As applicable, the EULA will terminate automatically upon the termination of the Agreement or upon termination of any
Licensee User's affiliation with or authorized use by Licensee. Apple or Google(as applicable)and INFOR may terminate access to and/or
use of the Mobile Application by Licensee and Licensee Users at any time. Upon termination of the Agreement or the Apple Terms of Use
or the Google Terms of Service(as applicable), in whole or in part, Licensee and each Licensee User will discontinue further use of the
Mobile Application and delete all copies of the Mobile Application on the applicable Apple or Android mobile devices.
1 I. Third Party Product License Terms.Licensee and Licensee Users will comply with applicable third party terms of any third party
agreement when using the Mobile Application.
12. Miscellaneous. Licensee acknowledges and agrees that this Supplement, as subject to the Agreement, is between INFOR and
Licensee,for itself and on behalf of Licensee Users,and that neither Apple nor Google is a party to the Agreement or the EULA;(b)INFOR
is solely responsible for the Software,Mobile Application and the INFOR-provided content thereof;(c)Apple and Apple subsidiaries are
third party beneficiaries of the Apple Terms of Use,and Google and Google subsidiaries are third party beneficiaries of the Google Terms
of Service; (d)Apple has the right(and will be deemed to have accepted the right)to enforce the terms of this Supplement and the Apple
Terms of Use against Licensee and Licensee Users as a third party beneficiary thereof but only if Licensee has accepted these terms and/or
each Licensee User has accepted the Apple Terms of Use as outlined above,and Google has the right(and will be deemed to have accepted
the right)to enforce the terms of this Supplement and the Google Terms of Service against Licensee and Licensee Users as a third party
beneficiary thereof but only if Licensee has accepted these terms and/or each Licensee User has accepted the Google Terms of Service as
outlined above.INFOR's failure to enforce its rights with respect to any breach of this Supplement or the EULA will not act as a waiver of
the right of INFOR to later enforce any such rights or to enforce any other breach.Licensee will ensure compliance by Licensee Users and,
to the extent permitted by Texas law, fully indemnify and hold harmless INFOR for any breach by Licensee Users of the terms of the
Agreement and the Apple Terms of Use and the Google Terms of Service,as applicable.
13. Changes.Apple may at any time modify the Apple Terms of Use and Google may at any time modify the Google Terms of Service,
and Apple and Google may each impose new or additional terms and conditions on INFOR, Licensee and Licensee Users relating to the
Mobile Application.Any such changes will be effective immediately and be deemed incorporated into this Supplement and the Apple Terms
of Use and the Google Terms of Service, as applicable. Continued use of the Mobile Application by Licensee and Licensee Users will
constitute acceptance of these changes.
INFOR is a trademark of Infor(US),Inc.or its affiliates,registered in the U.S.and other countries.All rights reserved.Apple and App Store are trademarks
of Apple Inc.,registered in the U.S.and other countries.Android is a trademark of Google Inc.Any other trademarks identified herein are the property of their
respective owners.
Order Form SaaS(CPQ-English-US May 2016) OP-02209096 SQB015148_1 TD Ov11 8/30/2016 Page 10 of 10
infor
SUBSCRIPTION LICENSE AND SERVICES AGREEMENT
AGREEMENT NUMBER:
THIS SUBSCRIPTION LICENSE AND SERVICES AGREEMENT(the"Agreement")is between Infor(US).Inc.("Infor')and City
of Corpus Christi.Texas("Licensee")as of the Effective Date. The parties agree as follows:
1.Definitions. (k) "License Restriction"means any limitation on the use of the
Subscription Software identified in an Order Form(e.g.,number of
(a) "Affiliate" means any entity, directly or indirectly, Authorized Users,locations,connections).
controlling,controlled by,or under common control with,Infor.
(I) "Order Form"means each order form between the parties
(b) "Authorized Users" means: (i) Licensee's employees; and incorporating the terms of this Agreement which shall contain,
(ii) contractors authorized by Licensee to access the Subscription without limitation,a list of the Subscription Software and associated
Software who,prior to obtaining access to the Subscription Software, quantity and License Restriction, a description of the Subscription
have executed a non-disclosure agreement that protects Infor's Services,Subscription Fees,and payment terms.
Confidential Information to the same extent as this Agreement, in
each case registered in the database with a unique UserID and a (m) "Personal Information" means information provided to
unique password. Infor by or at the direction of Licensee, or to which access was
provided to Infor in the course of Infor's performance under this
(c) "Confidential Information"means non-public information Agreement that:(i)identifies or can be used to identify an individual
that is identified as or would be reasonably understood to be (including, without limitation, names, signatures, addresses,
confidential and/or proprietary. Confidential Information of Infor telephone numbers,e-mail addresses and other unique identifiers);or
includes,without limitation,the Documentation and the Subscription (ii) can be used to authenticate an individual (including, without
Software,including any software code and all algorithms,methods, limitation, employee identification numbers, government-issued
techniques,and processes revealed or utilized therein. Confidential identification numbers, passwords or PINs, financial account
Information of Licensee includes Licensee Data. Confidential numbers,credit report information,biometric or health data,answers
Information does not include information that: (i) is or becomes to security questions and other personal identifiers). Personal
known to the public without fault or breach of the Recipient;(ii)the Information shall include any non-public personal information
Discloser regularly discloses to third parties without restriction on regarding any individual that is subject to applicable national,state,
disclosure; (iii) the Recipient obtains from a third party without regional, and/or local laws and regulations governing the privacy,
restriction on disclosure and without breach of a non-disclosure security, confidentiality and protection of non-public personal
obligation known to Recipient;or(iv)is independently developed by information.
the Recipient without use of Confidential Information.
(n) "Recipient" means the party receiving Confidential
(d) "Discloser" means the party providing Confidential Information of the Discloser.
Information to the Recipient.
(o) "Renewal Term" means any renewal or extension of
(e) "Documentation" means the then-current Infor-provided Licensee's license to use the Subscription Software following the
documentation relating to the features, functions, and use of the expiration of the Initial Subscription Term.
Subscription Software.
(p) "Residual Knowledge" shall mean ideas, concepts, know-
(f) "Documented Defect" means a material deviation between how or techniques related to the Discloser's technology and
the then-current,general release version of the Subscription Software Confidential Information that are retained in the unaided memories
and its Documentation. of the Recipient who had rightful access to Confidential Information.
(g) "Effective Date"means the date identified on the signature (q) "Service Level Description" means the Service Level
page of this Agreement as the Effective Date. Description document applicable to the Subscription Services and
attached as an exhibit to an Order Form.
(h) "Initial Subscription Term" means the initial subscription
period set forth on the applicable Order Form. (r) "Subscription Fees" means the fees for the Subscription
Services set forth on the applicable Order Form.
(i) "Intellectual Property Rights"means any and all rights in
patents,copyrights, trademarks and service marks. (s) "Subscription Services" means the Subscription Software-
related application hosting services and Support (as defined in
(j) "Licensee Data" means information provided, entered or Section 3(b))that Infor provides Licensee under this Agreement.
uploaded for use by or with the Subscription Software by the
Licensee or its Authorized Users. (t) "Subscription Software"means collectively or individually
the computer software programs identified in the applicable Order
Form for which Infor is providing the Subscription Services.
Subscription License and Services Agreement(US December 2014) Page 1 of 7
S
(u) "Subscription Term"means the Initial Subscription Term or data(none of which shall be considered Licensee Data),will be the
any Renewal Term,as applicable. sole property of Infor.
(v) "Third Party Licensor"means a third party whose software 3. Subscription Services.
products ("Third Party Products") have been made available to
Infor for distribution and licensing under the terms of its agreement (a) Hosted Environment. Infor will provide the application
with Infor(a"Third Party Agreement"). hosting environment, including the hardware, equipment, and
systems software configuration on which Infor supports use of the
(w) "Updates" means generally available updates, Subscription Software and Subscription Services,on servers located
enhancements or modifications to the then-current, general release at a facility selected by Infor.
version of the Subscription Software that are not separately priced or
licensed as new products. (b) Support.Infor shall(a)provide Licensee with access(via the
intemet, telephone or other means established by Infor) to Infor's
(x) "UserID" means a unique user identification credential support helpline,(b)install,when and if generally available,Updates;
used in combination with a unique password to access the and(c)use reasonable efforts to correct or circumvent any material
Subscription Services. deviation between the then-current, general release version of the
Subscription Software and its Documentation(the foregoing referred
2. License. Subject to the terms and conditions of this to collectively as"Support"). Support is included in the Subscription
Agreement and the applicable Order Form, Infor hereby grants to Fee.
Licensee a non-exclusive,non-transferable,limited license(without
the right to sublease or sublicense)to access and use the Subscription (c) User Accounts. Licensee is responsible for maintaining its
Software and the Subscription Services, during the Subscription own Authorized User UserlDs and passwords which can be managed
Term, in an operating environment hosted by Infor, for Licensee's through the Subscription Software interface. Licensee is responsible
own internal use. Any rights not expressly granted in this Agreement for maintaining the confidentiality of Licensee's UserlDs and
are expressly reserved. passwords and shall cause its Authorized Users to maintain the
confidentiality of their UserlDs and Passwords. Licensee is
(a) Documentation.Licensee may make a reasonable number of responsible for all uses of and activities undertaken with UserlDs
copies of the Documentation for the Subscription Software for its registered on Licensee's account. Licensee agrees to immediately
internal use in accordance with the terms of this Agreement. notify Infor of any unauthorized use of Licensee's UserIDs of which
Licensee becomes aware.
(b) License Restriction. Licensee's use of the Subscription
Software and Subscription Services is subject to any License (d) Connectivity. Infor will be responsible for maintaining
Restriction specified in the applicable Order Form. connectivity from its network to the Internet which is capable of
servicing the relevant Internet traffic to and from the hosted
(c) Additional Restrictions on Use of the Subscription Software environment. Licensee is responsible for providing connectivity to
and Subscription Services. In no event shall Licensee access the the Internet for itself and its Authorized Users.Licensee shall also be
Subscription Software on any environment outside the hosted responsible for ensuring that latency and available bandwidth from
environment selected by Infor as part of the Subscription Services. the user's desktop to Infor's hosted routers is adequate to meet
In no event shall Licensee or its Authorized Users possess or control Licensee's desired level of performance.If Licensee requires a VPN
the Subscription Software or any related software code. Licensee is or private network connection to the Subscription Services,Licensee
prohibited from causing or permitting the reverse engineering, is responsible for all costs associated with any specialized network
disassembly or de-compilation of the Subscription Software. Except connectivity required by Licensee.
as expressly provided by this Agreement,Licensee is prohibited from
using the Subscription Software to provide service bureau services to (e) Restrictions. Infor shall have no obligation to correct a
third parties. Licensee will not allow the Subscription Software to be problem caused by Licensee's negligence, Licensee's equipment
used by,or disclose all or any part of the Subscription Software to, malfunction or other causes beyond the control of Infor.
any person except Authorized Users. Licensee acknowledges and
agrees that U.S.export control laws and other applicable export and 4. Payment and Taxes.
import laws govern its use of the Subscription Software and Licensee
will neither export or re-export, directly or indirectly, the (a) Payment. Licensee shall pay Infor the Subscription Fees set
Subscription Software,nor any direct product thereof in violation of forth on the Order Form. Subscription Fees are payable in advance
such laws, or use the Subscription Software for any purpose and Infor will invoice Licensee for Subscription Fees prior to the
prohibited by such laws. commencement of the portion of the Subscription Term to which
such fees apply.After the Initial Subscription Term,the Subscription
(d) Intellectual Property Rights Notices. Licensee is prohibited Fees shall be subject to annual adjustment. Except as otherwise set
from removing or altering any of the Intellectual Property Rights forth in this Agreement, Subscription Fees are non-refundable.
notice(s) embedded in the Subscription Software or that Infor Licensee will pay each Infor invoice in accordance with the payment
otherwise provides with the Subscription Services. Licensee must terms set forth on the Order Form. Notwithstanding anything to the
reproduce the unaltered Intellectual Property Rights notice(s)in any contrary in this Agreement, Infor reserves the right to suspend access
full or partial copies that Licensee makes of the Documentation. to the Subscription Services in the event of any past due Subscription
Fees. Payment of any fees or interest on late payments hereunder
(e) Ownership. Use of the Subscription Software and shall be subject to the Texas Prompt Payment Act.
Subscription Services does not grant any ownership rights in or to the
Subscription Software, the Subscription Services, or the (b) Taxes.Licensee is responsible for paying all taxes relating to
Documentation.Licensee Data shall be the sole property of Licensee; this Agreement (except for taxes based on Infor's net income or
however, Infor may aggregate anonymous statistical data regarding capital stock). Applicable tax amounts(if any) are not included in
use and functioning of its system by its various licensees,and all such the Subscription Fees set forth on any Order Form. Infor will invoice
Subscription License and Services Agreement(US December 2014) Page 2 of 7
Licensee for applicable tax amounts and such invoices are payable in subscription fee
accordance with Section 4(a)and the Order Form.
Below 95.000% 35% of the monthly prorated
5. Limited Warranties, Disclaimer of Warranties, and subscription fee
Remedies.
Service level credits for Subscription Fees paid on an annual basis
(a) Right to Grant License. Infor warrants that that it owns all shall be based on a monthly equivalent fee. For example, a 5%
right, title and interest in and to the Subscription Software or has service level credit on an annual subscription fee shall be 5%of
obtained rights in such Subscription Software sufficient to grant the 1/12 of the annual fee. Service level credits shall be applied to
licenses granted to Licensee under this Agreement. Licensee's Licensee's next invoice or, if Licensee has paid the final invoice
exclusive remedy, and Infor's exclusive obligation, for a breach of under this Agreement,service level credits shall be paid to Licensee
this warranty is set forth in Section 7(Indemnity). within thirty(30)calendar days following the determination that the
(b) Limited Subscription Software Warranty by Infor and credit is due. The service level credit is the exclusive remedy and
Remedy For Breach. Infor warrants that the Subscription Software is in lieu of all other remedies for breach of the Down Time
licensed to Licensee will operate without a Documented Defect for a Warranty
period of ninety(90)days from the applicable Subscription Service (e) Disclaimer of Warranties. The limited warranties in this
Ready Date defined in the applicable Order Form. Infor's sole Section 5 are made to Licensee exclusively and are in lieu of all other
obligation with respect to a breach of the foregoing warranty shall be warranties. INFOR MAKES NO OTHER WARRANTIES
to repair or replace the Subscription Software giving rise to the WHATSOEVER, EXPRESS OR IMPLIED, WITH REGARD
breach of warranty. If Infor is unable to repair or replace such TO THE SUBSCRIPTION SOFTWARE AND SUBSCRIPTION
Subscription Software within a reasonable period of time, then, SERVICES PROVIDED UNDER THIS AGREEMENT
subject to the limitations set forth in Section 14 of this Agreement, AND/OR ANY ORDER FORM, IN WHOLE OR IN PART.
Licensee may pursue its remedies at law to recover direct damages INFOR EXPLICITLY DISCLAIMS ALL WARRANTIES OF
resulting from the breach of this warranty. The remedies in this MERCHANTABILITY AND OF FITNESS FOR A
Section 5(b) are exclusive and in lieu of all other remedies, and PARTICULAR PURPOSE. INFOR EXPRESSLY DOES NOT
represent Infor's sole obligations, for a breach of the foregoing WARRANT THAT THE SUBSCRIPTION SOFTWARE OR
warranty. Licensee must provide notice to Infor of any warranty SUBSCRIPTION SERVICES,IN WHOLE OR IN PART,WILL
claim within the warranty period. For clarity,Licensee's entitlement BE ERROR FREE, OPERATE WITHOUT INTERRUPTION
to Support (as defined in Section 3(b)) in connection with any OR MEET LICENSEE'S REQUIREMENTS.
Documented Defect shall continue throughout the Subscription
Term. (f) Abrogation of Limited Warranty. Infor will have no
(c)Malicious Code.Infor represents that it has used commercially obligation under this Section 5 to the extent that any alleged breach
reasonable best efforts utilizing generally accepted industry tools and of warranty is caused by any modification of the Subscription
practices to provide Subscription Software that does not contain any Software not performed by or on behalf of Infor. To the extent that
"time bombs,""worms,""viruses,""Trojan horses,""protect codes," an alleged breach of warranty concerns a Third Party Product that is
"data destruct keys,"or other programming devices that are intended subject to a more limited warranty under a Third Party Agreement
to access, modify, delete, damage, deactivate or disable the than specified in Section 5 above,Infor's obligations hereunder will
Subscription Services ("Malicious Code"). As Licensee's sole be further limited accordingly.
remedy for breach of this representation, Infor shall take action
immediately to investigate,identify and remove such Malicious Code (g) FAILURE OF ESSENTIAL PURPOSE.THE PARTIES
from the Subscription Software. HAVE AGREED THAT THE LIMITATIONS SPECIFIED IN
(d) Limited Services Warranty and Remedy For Breach. Infor SECTIONS 5 AND 14 WILL SURVIVE AND APPLY EVEN IF
ANY REMEDY SPECIFIED IN THIS AGREEMENT IS
warrants to Licensee that,Infor will render the Subscription Services FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE,
with commercially reasonable care and skill. Infor further warrants AND REGARDLESS OF WHETHER LICENSEE HAS
that the hosted environment will be available at all times throughout ACCEPTED ANY SUBSCRIPTION SOFTWARE OR
the Subscription Term, subject to the exceptions and allowances SUBSCRIPTION SERVICE UNDER THIS AGREEMENT.
described in the Availability section of the applicable Service Level
Description.The level of unavailability shall not exceed one half of (h) HIGH RISK ACTIVITIES. THE SUSBSCRIPTION
one percent(0.5%)per month,excluding Scheduled Maintenance as SOFTWARE IS NOT FAULT-TOLERANT AND IS NOT
described in the applicable Service Level Description (the "Down DESIGNED,MANUFACTURED OR INTENDED FOR USE AS
Time Warranty"). In the event of a breach of the foregoing warranty ON-LINE CONTROL EQUIPMENT IN HAZARDOUS
Infor shall apply service level credits based on the actual availability ENVIRONMENTS REQUIRING FAIL-SAFE
measure for the applicable period as follows: PERFORMANCE, SUCH AS IN THE OPERATION OF
NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR
Availability Service Level Credit AIRCRAFT COMMUNICATION SYSTEMS, MASS
TRANSIT, AIR TRAFFIC CONTROL, DIRECT LIFE
99.500%or greater No Service Level Credit SUPPORT MACHINES, OR WEAPONS SYSTEMS, IN
WHICH THE FAILURE OF THE SUBSCRIPTION
99.499%-99.000% 5% of the monthly prorated SOFTWARE COULD LEAD DIRECTLY TO DEATH,
subscription fee PERSONAL INJURY, OR SEVERE PHYSICAL OR
ENVIRONMENTAL DAMAGE ("HIGH RISK
98.999%-98.500% 15% of the monthly prorated ACTIVITIES"). ACCORDINGLY,INFOR DISCLAIMS ANY
subscription fee EXPRESS OR IMPLIED WARRANTY OF FITNESS FOR
HIGH RISK ACTIVITIES. LICENSEE AGREES THAT
98.499%-95.000% 25% of the monthly prorated INFOR SHALL NOT BE LIABLE FOR ANY CLAIMS OR
Subscription License and Services Agreement(US December 2014) Page 3 of 7
DAMAGES ARISING FROM OR RELATED TO THE USE OF (iv) physical security measures, including without limitation
THE SUBSCRIPTION SOFTWARE IN SUCH securing Licensee's Data within a secure facility where
APPLICATIONS. only authorized personnel and agents will have physical
access to Licensee Data;
6. Confidential Information.
(v) operational measures, including without limitation IT
(a)Confidentiality. The Confidential Information disclosed under Service Management(ITSM)processes designed to ensure
this Agreement may be used, disclosed or reproduced only to the the correct and secure operations of information processing
extent necessary to further and fulfill the purposes of this Agreement. activities;
Except as otherwise permitted under this Agreement, the Recipient
will not knowingly disclose to any third party,or make any use of the (v)periodic employee training regarding the security programs
Discloser's Confidential Information. The Recipient will use at least referenced in this Section;and
the same standard of care to maintain the confidentiality of the (vi)periodic testing of the systems and procedures outlined in
Discloser's Confidential Information that it uses to maintain the this Section.
confidentiality of its own Confidential Information,but in no event
less than reasonable care. The non-disclosure and non-use (c) Review of Controls. Once in each 12 month period during the
obligations of this Agreement will remain in full force with respect Subscription Term,Infor shall,at its cost and expense,engage a duly
to each item of Confidential Information for a period of ten(10)years qualified independent auditor to conduct a review of the design and
after Recipient's receipt of that item; provided, however, that operating effectiveness of Infor's defined control objectives and
Licensee's obligations to maintain the Subscription Software and control activities in connection with the Subscription Services. Infor
Documentation as confidential will survive in perpetuity. Each of shall cause such auditor to prepare a report in accordance with the
Licensee and Infor shall be shall be responsible for the breach of the American Institute of Certified Public Accountants Statement on
confidentiality terms contained in this Section 6 by any of its Standards for Attestation Engagements No. 16 (SSAE 16) or an
directors,officers,employees,Authorized Users,agents,accountants equivalent standard, which may include ISAE 3402 (the "Audit
and advisors. Notwithstanding the foregoing, this Section is not Report"). Licensee shall have the right to request and receive a copy
intended to prevent(a)a Recipient from using Residual Knowledge, of the Audit Report and Licensee may share a copy of such Audit
subject to any Intellectual Property Rights of the Discloser, or(b) Report with its auditors and regulators, provided that, such Audit
Infor from using aggregated data regarding the use of the Report shall be Infor's Confidential Information(as defined in this
Subscription Services to provide reports or analytics to Licensee or Agreement).
to improve the performance of Infor's products,provided such data
does not contain any Personal Information regarding Licensee, its (d) Security Incident Response. In the event that Infor becomes
employees,customers or Authorized Users. If the Recipient should aware that the security of any Licensee Data or Personal Information
receive any legal request, court order or other legal process in any has been compromised, or that such Licensee Data or Personal
form seeking disclosure of Discloser's Confidential Information,or Information has been or is reasonably expected to be subject to a use
if the Recipient should be advised by counsel of any obligation to or disclosure not authorized by this Agreement (an "Information
disclose such Confidential Information, the Recipient shall (if Security Incident"),Infor shall: (i)promptly(and in any event within
allowed by law) provide the Discloser with prompt notice of such 24 hours of becoming aware of such Information Security Incident),
request or advice so that the Discloser may seek a protective order or notify Licensee, in writing, of the occurrence of such Information
pursue other appropriate assurance of the confidential treatment of Security Incident;(ii)investigate such Information Security Incident
the Confidential Information. Regardless of whether or not a and conduct a reasonable analysis of the cause(s)of such Information
protective order or other assurance is obtained, the Recipient shall Security Incident; (iii) provide periodic updates of any ongoing
furnish only that portion of the Discloser's Confidential Information investigation to Licensee;(iv)develop and implement an appropriate
which is legally required to be furnished by the applicable court order plan to remediate the cause of such Information Security Incident to
or legal process,including by order of the State Attorney General of the extent such cause is within Infor's control;and(v)cooperate with
Texas. Licensee's reasonable investigation or Licensee's efforts to comply
with any notification or other regulatory requirements applicable to
(b) Security Policies and Safeguards. Infor shall establish and such Information Security Incident.
maintain administrative,technical,and physical safeguards designed
7. Indemnity by Infor. Infor will defend, indemnify and hold
to protect against the destruction, loss, unauthorized access or Licensee harmless from and against any loss,cost and expense to the
alteration of Licensee Data and Personal Information in the extent arising from a third party claim against Licensee that the
possession or under the control of Infor or to which Infor has access, Subscription Software infringes any Intellectual Property Rights of
which are:(i)no less rigorous than those maintained by Infor for its
own information of a similar nature; (ii) no less rigorous than others. Infor's obligations under this indemnification are expressly
generally accepted industrystandards; and (iii) required by
conditioned on the following: (i) Licensee must promptly notify
g y Infor of any such claim; (ii) Licensee must, in writing, grant Infor
applicable laws. The security procedures and safeguards sole control of the defense of any such claim and of all negotiations
implemented and maintained by Infor pursuant to this Section 6(b) for its settlement or compromise so long as such settlement or
shall include,without limitation: compromise does not result in payment of money by Licensee or an
(i) User identification and access controls designed to limit admission of guilt by Licensee(if Licensee chooses to represent its
access to Licensee's Data to authorized users; own interests in any such action, Licensee may do so at its own
expense,but such representation must not prejudice Infor's right to
(ii) the use of appropriate procedures and technical controls control the defense of the claim and negotiate its settlement or
regulating data entering Infor's network from any external compromise);(iii)Licensee must reasonably cooperate with Infor to
source; facilitate the settlement or defense of the claim. Infor will not have
(iii) the use of encryption techniques when Licensee's Data is any liability hereunder to the extent the claim arises from (a) any
transmitted or transferred into or out of the hosted modification of the Subscription Software by,on behalf of,or at the
environment; request of Licensee;or(b)the use or combination of the Subscription
Software with any computer, computer platform, operating system
Subscription License and Services Agreement(US December 2014) Page 4 of 7
and/or data base management system other than provided by Infor. 9. Notices. All notices and other communications required or
If any Subscription Software is, or in Infor's opinion is likely to permitted under this Agreement must be in writing and will be
become,the subject of an Intellectual Property Rights infringement deemed given when: delivered personally; sent by registered or
claim, then Infor, at its sole option and expense, will either: (A) certified mail, return receipt requested; transmitted by facsimile
obtain for Licensee the right to continue using the Subscription confirmed by first class mail; or sent by overnight courier. Notices
Software under the terms of this Agreement; (B) replace the must be sent to a party at its address shown on the signature page of
Subscription Software with products that are substantially equivalent this Agreement,or to such other place as the party may subsequently
in function,or modify the Subscription Software so that it becomes designate for its receipt of notices in accordance with this Section.
non-infringing and substantially equivalent in function;or(C)refund Licensee must promptly send copies of any notice of material breach
to Licensee the un-used portion of the Subscription Services fee, if and/or termination of the Agreement to Infor, Attention: General
any, paid to Infor for the Subscription Software giving rise to the Counsel,40 General Warren Blvd Suite# 110,Malvern,PA 19355,
infringement claim, and discontinue Licensee's use of such USA, FAX number 678-319-8949, or to such other place as Infor
Subscription Software. THE FOREGOING SETS FORTH may subsequently designate for its receipt of notices.
INFOR'S EXCLUSIVE OBLIGATION AND LIABILITY
WITH RESPECT TO INFRINGEMENT OF INTELLECTUAL 10. Force Majeure. Except with respect to the payment of fees
PROPERTY RIGHTS. hereunder,neither party will be liable to the other for any failure or
delay in performance under this Agreement due to circumstances
8. Term and Termination. beyond its reasonable control,including,without limitation,Acts of
God, war, terrorist acts, accident, labor disruption, acts, omissions
(a) Term. With respect to the Subscription Software, the Initial and defaults of third parties and official,governmental and judicial
Subscription Term shall be as set forth on the applicable Order Form. action not the fault of the party failing or delaying in performance,or
After the Initial Subscription Term, the Subscription Term shall the threat of any of the foregoing.
automatically renew for successive one-year Renewal Terms,unless
either party provides written notice of non-renewal to the other party 11. Assignment. Licensee may not assign or transfer any of its
at least sixty(60)days prior to expiration of the Initial Subscription rights or obligations under this Agreement without the prior written
Term or then current Renewal Term,as the case may be. Except as consent of Infor,whether by operation of law or otherwise,including
set forth in Section 8(b),the Subscription Term cannot be terminated in connection with a change in control, merger, acquisition,
prior to its expiration date. consolidation,asset sale or other reorganization,and any attempt at
such assignment or transfer will be void.
(b) Right of Termination. If either party breaches any material
obligation in this Agreement or an Order Form(including, without 12. No Waiver.A party's failure to enforce its rights with respect
limitation, any obligation to pay Subscription Fees), and fails to to any single or continuing breach of this Agreement will not act as a
remedy such breach (if such breach can be remedied) within thirty waiver of the right of that party to later enforce any such rights or to
(30)days of receipt of written notice of such breach,the other party enforce any other or any subsequent breach.
may terminate this Agreement (including all Order Forms
hereunder). Notwithstanding the foregoing, to the extent such 13. Choice of Law; Severability. This Agreement shall be
material breach cannot be remedied through efforts of the breaching governed by and interpreted in accordance with the laws of the State
party, the other party has the right to terminate this Agreement of Texas, without application of any conflict of laws provisions
(including all Order Forms hereunder) on less than thirty days' thereof,and all claims relating to or arising out of this Agreement,or
written notice. the breach thereof, whether sounding in contract,tort or otherwise,
shall likewise be governed by the laws of the State of Texas,without
(c) Effect of Termination. Upon termination of this Agreement application of any conflict of laws provisions thereof. This
by either party,Licensee's license to access and use the Subscription Agreement is originally written in the English language and the
Software and Subscription Services shall immediately terminate as English language version shall control over any translations. If any
of the effective date of such termination. Termination of this provision of this Agreement is illegal or unenforceable, it will be
Agreement will not release either party from making payments which deemed stricken from the Agreement and the remaining provisions
may be owing to the other party under the terms of this Agreement of the Agreement will remain in full force and effect. The United
through the effective date of such termination. Termination of this Nations Convention on the International Sale of Goods(CISG)shall
Agreement will be without prejudice to the terminating party's other not apply to the interpretation or enforcement of this Agreement.
rights and remedies pursuant to this Agreement, unless otherwise
expressly stated herein. 14. LIMITATIONS OF LIABILITY.
(d) Return of Licensee Data. Upon termination or expiration of (a) LIMITED LIABILITY OF INFOR. EXCEPT WITH
this Agreement, Infor shall promptly make all Licensee Data RESPECT TO INTELLECTUAL PROPERTY
available to Licensee as a native database export provided through INDEMNIFICATION OBLIGATIONS UNDER SECTION 7,
Infor's FTP server. In the event that Licensee requires the return of THE TOTAL LIABILITY OF INFOR,ITS AFFILIATES AND
Licensee Data in an alternate format or requires any other termination THIRD PARTY LICENSORS IN CONNECTION WITH OR
assistance services,Infor and Licensee shall mutually agree upon the RELATED TO THE SUBSCRIPTION SOFTWARE, THE
scope of such termination assistance services and the fees and SUBSCRIPTION SERVICES, OR ANY OTHER MATTER
expenses payable for such termination assistance services. RELATING TO THIS AGREEMENT (WHATEVER THE
BASIS FOR THE CAUSE OF ACTION)WILL NOT EXCEED
(e) Survival of Obligations. All obligations relating to non-use THE SUBSCRIPTION FEES PAID OR PAYABLE TO INFOR
and non-disclosure of Confidential Information, limitation of HEREUNDER FOR THE TWELVE-MONTH PERIOD IN
liability, and such other terms which by their nature survive WHICH SUCH LIABILITY FIRST AROSE.
termination,will survive termination or expiration of this Agreement.
(b) EXCLUSION OF DAMAGES. IN NO EVENT WILL
INFOR, ITS AFFILIATES OR THIRD PARTY LICENSORS
Subscription License and Services Agreement(US December 2014) Page 5 of 7
BE LIABLE FOR ANY SPECIAL,PUNITIVE, INCIDENTAL, Software and the Subscription Services including,without limitation,
INDIRECT OR CONSEQUENTIAL DAMAGES OR by not submitting any Licensee Data that is illegal, defamatory, or
DAMAGES FOR LOST PROFITS, WHETHER BASED ON that infringes any third party proprietary rights.
BREACH OF CONTRACT, TORT (INCLUDING
NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, 17. Entire Agreement. This Agreement contains the entire
AND REGARDLESS OF WHETHER INFOR HAS BEEN understanding of the parties with respect to its subject matter, and
ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR supersedes and extinguishes all prior oral and written
WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF communications between the parties about its subject matter. Any
ITS ESSENTIAL PURPOSE. purchase order or similar document, which may be issued by
Licensee in connection with this Agreement, does not modify,
supplement or add terms to this Agreement. No modification of this
15. Audit Rights. Infor (including any third party auditor Agreement will be effective unless it is in writing,is signed by each
retained by Infor)may audit the records and systems of Licensee to party, and expressly provides that it amends this Agreement. This
ensure compliance with the terms of this Agreement and each Agreement and any signed agreement or instrument entered into in
applicable Order Form. Infor will notify Licensee in writing at least connection herewith or contemplated hereby, and any amendments
ten(10)business days prior to any such audit. Any such audit will hereto or thereto, to the extent signed and delivered by means of
be conducted during regular business hours and will not interfere digital imaging, electronic mail or a facsimile machine, shall be
unreasonably with Licensee's business activities. Infor may audit treated in all manner and respects as an original agreement or
Licensee no more than once in any twelve(12)month period. If an instrument and shall be considered to have the same binding legal
audit reveals that Licensee is using the Subscription Software or effect as if it were the original signed version thereof delivered in
Subscription Services beyond the scope of the license granted herein person. This Agreement and all Order Forms may be signed in
(for example,in excess of the License Restriction),then,in addition counterparts.
to any other remedies available to Infor,Licensee will promptly pay
Infor the underpaid Subscription Fees associated therewith based on
Infor's then-current list rates,as well as any applicable late charges.
[Signature Page Follows]
16. Compliance with Laws.Licensee will comply with all laws,
rules and regulations applicable to the use of the Subscription
Subscription License and Services Agreement(US December 2014) Page 6 of 7
THE PARTIES have executed this Subscription License and Services Agreement through the signatures of their respective authorized
representatives.
Effective Date:October 28,2016
Infor(US),Inc. LICENSEE:City of Corpus Christi,Texas
Signature: gt44 Signature: e 4/� f
Printed Name: Brad Steiner Printed Name: 1 " 6 V..r We t A
Title:VP&Deputy General Counsel Title: Ac 71i g✓ n q C,'Ay i of��
Address:492 Old Connecticut Path,Suite 600 Address: 1201Leopard Street c/
Address:Framingham,MA 01701 Address:Corpus Christi,TX 78401
Signature Date:September 28,2016 Signature Date: /0 24 / L
Approved as to form:LQ/
4h(o.
Assist. City Attor, ey
For C' ' AttorIIII
ATTEST: /t-
R If CA HUERTA
C Y SECRETARY
LOI ....:.: 1 [ UtU
y COUNCIL D Co
........_...,...,....__.... �i►
t�c7
cceACv
Subscription License and Services Agreement(US December 2014) Page 7 of 7
CERTIFICATE OF INTERESTED PARTIES
FORM 1295
1 of 1
Complete Nos. 1-4 and 6 if there are interested parties. OFFICE USE ONLY
Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING
1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number:
of business. 2016-117606
Infor(US), Inc.
Alpharetta, GA United States Date Filed:
2 Name of governmental entity or state agency that is a party to the contract for which the form is 09/28/2016
being filed.
City of Corpus Christi Date Acknowledged:"
«P
3 Provide the identification number used by the governmental entity or state agency to track or identify the c3ntract,and provide a
description of the services,goods,or other property to be provided under the contract.
XXX
Infor will be providing the City of Corpus Christi with SaaS licenses for their Infor ERP, Utility Billing and License and Permitting
systems under this contract and Order Form.
Nature of interest
4
Name of Interested Party City,State,Country(place of business) (check applicable)
Controlling Intermediary
5 Check only if there is NO Interested Party.
X
6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct.
SANDRA E.F�ter--•
Notary Pudic
ILV ) COMMONWEALTH oc
\.. My Commission Expires //d/d V"k
April d,2019
Signature of authorized agent of contracting business entity
AFFIX NOTARY STAMP/SEAL ABOVE
1'..1n on`---) 0...;�,:,,.(4ti 1t f11�.�-�ctC. 1 . W., Lot;.-y+L,y c;v ,11,cld).Ls�.v
-
c,,,,!„..,1.4-t2 me_ y,-,,
Sworn to and subscribed before me, by the said ra!tti.�5A'�-;,14r- t)C )'> .'a"st ,x;.I(7 ^,tis the 7_.Y:✓ day of nnN L, ,
20 ,to certify which,witness my hand and seal of office.
i
�� tr� � • ➢), Yrtv
0t6C.Q✓ 1017:4 Tr 4 bh C
Signature of officer administering oath Printed name of officer administering oath Title of offider administering oath
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277