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HomeMy WebLinkAboutR-2022-119 Agreement with Polimorphic, Inc Management Software RESOLUTION NO. R—2022-119 A RESOLUTION APPROVING AN AGREEMENT WITH POLIMORPHIC, INC. FOR,, CONSTITUENT REQUEST MANAGEMENT SOFTWARE BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE, MISSOURI,AS FOLLOWS: THAT the Board of Aldermen hereby approves the Agreement with Polimorphic, Inc., a copy of which is attached in its substantial form, and further authorizes the Mayor or the City Administrator to execute the same on the City's behalf, FURTHER THAT the City Administrator and such other officials of the City may execute any other additional documents or take such other actions as are necessary, incidental or expedient to carry out the intent of the agreement approved and the authority granted herein. PASSED AND ADOPTED by the Board of Aldermen of the City of Riverside, Missouri, the• day of 2022. 1T6yor KathleenL. Rose ATTEST: Robin,IC�' 'ty-Clerk POLIMORPHIC SYSTEMS MASTER SUBSCRIPTION AGREEMENT This Master Subscription Agreement("Agreement") is made as of November 1, 2022 (the "Effective Date"), by and between Polimorphic, Inc. with a principal place of business at 555 Florida Street, San Francisco, 94110 ("Polimorphic"), and The City of Riverside("Subscriber"),with a principal place of business at 2950 NW Vivion Road Riverside,Missouri 64150. Polimorphic has developed certain technology, as further described below, designed to assist municipalities and townships by managing constituent relations, tracking government processes, and enabling digital payments. Subscriber desires to subscribe to the Polimorphic Service and Polimorphic desires to provide access to the Polimorphic Platform and provide the Polimorphic Service to Subscriber. This Agreement sets forth the terms and conditions under which Polimorphic will provide the Polimorphic Service (as defined below). Subscriber's access to and use of the Polimorphic Service is governed solely by the terms of this Agreement which supersedes the terms of any other prior writing or understanding between the parties. THE PARTIES HAVE READ AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT,INCLUDING THOSE TERMS CONTAINED ON THE FOLLOWING PAGES. The parties have caused this Agreement to be effective as of the Effective Date set forth above. Polimorphic,Inc. Subscriber Name: Parth Shah Name: Brian Koral Title: Chief Executive Officer Title: City Administrator TERMS AND CONDITIONS clarity, Integration Tools do not include Connected Accounts or any confidential 1. DEFINITIONS. As used in this Agreement: information of Subscriber. 1.1. "Confidential Information" means all 19. "Order Form" means any order form information regarding a party's business, for Polimorphic Service executed by both including, without limitation, technical, parties that references this Agreement. The marketing, financial, employee, planning, and initial Order Form is attached hereto as Exhibit other confidential or proprietary information, A disclosed under this Agreement, that is clearly identified as confidential or proprietary at the 1.10. "Performance Data" means any log time of disclosure or that the receiving party files, metadata, telemetry data and other knew or should have known, under the technical performance data automatically circumstances, was considered confidential or generated by the Service relating to the use, proprietary. Subscriber Data is the Confidential performance, efficacy, reliability and/or Information of Subscriber. Confidential accuracy of the Polimorphic Service, which Information of Polimorphic includes does not contain any personally identifiable information derived from or concerning the information or Subscriber Data or Polimorphic Service,the Polimorphic Platform, Constituent Data. the Documentation and the terms of this Agreement. 1.11. "Professional Services" means any integration, onboarding or other professional 1.2. "Connected Account" means any services that may be performed by Polimorphic third-party platform connected to, or integrated hereunder. with, the Polimorphic Service by or on behalf of Subscriber. 1.12. "Polimorphic Platform" means the technology, including AI and machine learning 13. "Connected Account Data"means any algorithms, used by Polimorphic to deliver the data collected from, or provided by, any Polimorphic Service to Subscriber. Connected Account. 1.13. "Polimorphic Service" means the on- 1A. "Constituent" means any non- line service delivered by Polimorphic to governmental natural person or entity that Subscriber using the Polimorphic Platform as resides within or interacts with the municipality, described in the Order Form. city, township or village that Subscriber represents. 1.14. "Statement of Work" means any mutually agreed upon work order or statement 1.5. "Constituent Data" means any of work that specifies the Professional Services information uploaded or transmitted to the to be made available by Polimorphic hereunder. Polimorphic Service by a Constituent. 1.15. "Subscriber Data" means Connected 1.6. "Documentation" means any user Account Data, and any other data uploaded or manuals, handbooks, and online materials transmitted to the Polimorphic Service by provided by Polimorphic to Subscriber that Subscriber. Subscriber Data does not include describe the features,functionality, or operation Constituent Data. of the Polimorphic Platform. 1.7. "Go-Live Date" means the earlier of 1.16. "Users" means Subscriber's the date any onboarding and integration employees, representatives, consultants, contractors, or agents authorized by Subscriber services to be performed hereunder, as set forth to access the Polimorphic Service for which in a mutually agreed upon Statement of Work, applicable fees have been paid. are completed in all material respects, or the parties mutually agree in writing (email 2• POLIMORPHIC SERVICE. acceptable) that the Polimorphic Service is 2.1. Subscription to the Polimorphic ready for production use by Subscriber. Service. Subject to the terms and conditions of 1.8. "Integration Tools"means any coding, this Agreement, commencing as of the Go-Live programming or design techniques, Date,Polimorphic hereby grants to Subscriber a architecture, methodology, APIs, functions, non-sublicensable, non-transferable (except as software code, applications, scripts, templates, provided in Section 12), non-exclusive knowledge, experience, and know how subscription to access and use the Polimorphic developed by Polimorphic in the performance Service by solely for Subscriber's internal of any Professional Services related to the business purposes. integration, implementation, connection and/or onboarding of any Connected Account. For 1 2.2 Support. Subject to the terms of this 3. ONBOARDING AND CONNECTED ACCOUNTS. Agreement, Polimorphic shall use commercially reasonable efforts to (a) maintain the security of the 3.1. Connected Accounts. In order to Polimorphic Service; and(b)provide 9am—5pm(EST) access many of the features and functions of the email support,excluding federal holidays. Polimorphic, Service, Subscriber will need to link its Connected Accounts to the Polimorphic Service. By granting Polimorphic access to any Connected Account, (i) Subscriber represents and warrants that it is entitled to disclose any log-in information provided by Subscriber in connection therewith and/or to grant Polimorphic access to such Connected Accounts, (ii) Subscriber represents and warrants that it is in good standing with respect to such Connected Accounts, and (iii) Subscriber acknowledges that Polimorphic may access Connected Account Data so that it may be used in accordance with the terms of this Agreement. Subscriber further acknowledges and agrees that each Connected Account, including access to and use thereof and uptimes related thereto, is solely determined by the applicable provider of the relevant Connected Account. Polimorphic will have no liability for any unavailability of any Connected Account, or any third-party provider's decision to discontinue, suspend or terminate any Connected Account. 3.2. Integrating Connected Accounts. Subscriber acknowledges and agrees that in order to properly onboard to the Polimorphic Service and make full use of features and functions of the Polimorphic Service, Subscriber will need to integrate or connect to Connected Accounts with the Polimorphic Service. The Polimorphic Platform has certain prebuilt integrations readily available. In the event any integrations are required to be developed, Polimorphic may create such integrations in accordance with the terms set forth in Exhibit B and any mutually agreed upon Statement of Work. 33. Professional Services. Polimorphic will use commercially reasonable efforts to provide the Professional Services,as may be set forth in a Statement of Work from time to time. Polimorphic will perform the Professional Services in accordance with the terms set forth in Exhibit B. In the event of any conflict between the terms of this Agreement and any Statement of Work,the terms of this.Agreement will control, unless the terms of the Statement of Work specifically identify those section(s)of this Agreement to be superseded by the Statement of Work,in which case the Statement of Work will control solely with respect to such section(s). 4. SUBSCRIBER'S USE OF THE POLIMORPHIC SERVICE. 4.1. Access and Security Guidelines. Each User will be provided access to and use of 2 the Polimorphic Service through confidential party will return to the disclosing party or account credentials. Subscriber will be destroy all copies of the Confidential responsible for all uses of its account, except to Information. The restrictions on use and the extent caused by Polimorphic's negligence. disclosure of Confidential Information set forth Subscriber will promptly notify Polimorphic of above will not apply to any Confidential any unauthorized use or access to its account. Information which (a) is or becomes a part of User seats may not be shared amongst other the public domain through no act or omission of Users. the receiving party, (b) was in the receiving 4.2. Restrictions. Subscriber will not, and parry's lawful possession prior to the disclosure, will not knowingly permit any User or other as shown by the receiving party's competent party to: (a) reverse engineer, disassemble or written records, or (c) is independently decompile any component of the Polimorphic developed by the receiving party. The receiving Platform; (b) interfere in any manner with the party may disclose Confidential Information to operation of the Polimorphic Service, or the the extent that such disclosure is required by Polimorphic Platform or the hardware and law or by the order of a court or similar judicial network used to operate the Polimorphic or administrative body. Service; (c) sublicense any of Subscriber's rights under this Agreement, or otherwise use 7. OWNERSHIP AND DATA. the Polimorphic Service for the benefit of a 7.1. Polimorphic Platform a n d third party or to operate a service bureau; (d) Technology. Subscriber acknowledges that modify, copy or make derivative works based Polimorphic retains all right,title and interest in on any part of the Polimorphic Platform; or(e) and to the Polimorphic Platform, Integration otherwise use the Polimorphic Service in any Tools and all software and all Polimorphic manner that exceeds the scope of use permitted proprietary information and technology used by under Section 2.1. Polimorphic or provided to Subscriber in 5. FEES PAYMENT AND SUSPENSION OF connection with the Polimorphic Service (the SERVICES. Subscriber will pay Polimorphic the "Polimorphic Technology"), and that the fees for the Polimorphic Service as set forth on Polimorphic Technology is protected by the applicable Order Form ("Fees"). All Fees intellectual property rights owned by or owed by Subscriber in connection with this licensed to Polimorphic. Other than as Agreement are exclusive of, and Subscriber expressly set forth in this Agreement,no license shall pay, all sales, use, excise and other taxes or other rights in the Polimorphic Technology and applicable export and import fees, customs are granted to the Subscriber. Subscriber duties and similar charges that may be levied hereby grants Polimorphic a royalty-free, upon Subscriber in connection with this worldwide, transferable, sublicensable, Agreement, except for employment taxes and irrevocable, perpetual license to use or taxes based on Polimorphic's income. incorporate into the Polimorphic Service any Polimorphic reserves the right (in addition to suggestions, enhancement requests, any other rights or remedies Polimorphic may recommendations or other feedback provided have) to discontinue the Polimorphic Service by Subscriber, including Users, relating to the and suspend Subscriber's access to the Polimorphic Service. Polimorphic shall not Polimorphic Service if any Fees set forth in the identify Subscriber as the source of any such applicable Order Form are more than thirty(30) feedback. days overdue until such amounts are paid in full. Subscriber shall maintain complete, 7.2. Subscriber Data. Subscriber retains accurate and up-to-date Subscriber billing and all right, title and interest in and to the contact information. Subscriber Data. Subscriber hereby grants to Polimorphic a non-exclusive, worldwide, 6. CONFIDENTIAL INFORMATION. The receiving royalty-free and fully paid-up license to: (a) party agrees that it will not use or disclose to access and use Subscriber Data to provide the any third party any Confidential Information of Polimorphic Services to Subscriber; and(b)use the disclosing party, except as expressly Subscriber Data on an aggregated and permitted under this Agreement. The receiving anonymized basis to improve the Polimorphic party will limit access to the Confidential Services; provided, that, the license grant in Information to those who have a need to know subpart (b) shall be perpetual and irrevocable. such information to use or provide the Subscriber represents and warrants that it has Polimorphic Service. The receiving party will all necessary rights to grant Polimorphic the protect the disclosing party's Confidential foregoing licenses. Information from unauthorized use, access, or 73. Constituent Data. Subscriber disclosure in a reasonable manner. Upon acknowledges that Polimorphic's collection,use termination of this Agreement, the receiving and disclosure of Constituent Data is and 3 shall be governed by Polimorphic.Isprivacy curable) within thirty (30) days after written policy available at: https:// notice of such breach. Upon the expiration or www.polimorphic.com/privacy-policy, as may termination of this Agreement for any reason, be updated by Polimorphic from time to time. (a)any amounts owed to Polimorphic under this Agreement will become immediately due and 7A. Data Security. Polimorphic currently payable; and (b) each party will return to the utilizes Amazon Web Services, a reputable other all property (including any Confidential hosting services provider,to store all Subscriber Information) of the other party. Polimorphic Data; provided, that, Polimorphic may utilize agrees that upon expiration or termination of other hosting service providers of similar this Agreement, Polimorphic will remove all repute, such GCP or Microsoft Azure. In the Subscriber Data from the Polimorphic Platform event Polimorphic becomes aware of any loss and all Subscriber access to the Polimorphic or unauthorized access,disclosure or use of any Service will cease. Sections 1,5,6,7,8.2,9.2, Subscriber Data ("Security Breach"), 9.3, 10-12 will survive the termination of this Polimorphic will(i)promptly notify Subscriber Agreement. in writing of such Security Breach,and(ii)take reasonable steps to identify the cause of such 9. WARRANTY;DISCLAIMER. Security Breach, minimize the harm associated 9.1. Limited Warranty. During the Term, therewith and prevent reoccurrence thereof. Polimorphic warrants that the Polimorphic Any notification of any Security Breach will Service, when used as permitted by describe, to the extent known, details of the Polimorphic and in accordance with the Security Breach, including steps taken to Documentation,will operate as described in the mitigate the potential risks. Documentation in all material respects. If 7.5. Performance Data. Polimorphic Subscriber notifies Polimorphic of any breach retains all right, title and interest in and to the of the foregoing warranty,Polimorphic shall,as Performance Data, and may use Performance Subscribers sole and exclusive remedy,provide Data for any lawful purpose. use commercially reasonable efforts to repair and fix the non-conforming service. 8. TERM AND TERMINATION. 9.2. Disclaimer. EXCEPT AS EXPRESSLY 8.1. Term. The term of this Agreement PROVIDED IN SECTION 9.1, AND TO THE will commence on the Effective Date and MAXIMUM EXTENT PERMITTED BY APPLICABLE continue until all Order Forms have expired, LAW: (A) THE POLIMORPHIC SERVICE, unless terminated earlier in accordance with the POLIMORPHIC PLATFORM AND DOCUMENTATION terms of this Agreement(the "Term"). Unless ARE PROVIDED "AS IS" AND "AS AVAILABLE" otherwise set forth in an Order Form, each AND (B) POLIMORPHIC AND ITS SUPPLIERS Order Form will have an initial term of one (1) MAKE NO OTHER WARRANTIES, EXPRESS OR year (the "Initial Order Term"), and will IMPLIED,BY OPERATION OF LAW OR OTHERWISE, automatically renew for successive one(1)year INCLUDING,WITHOUT LIMITATION,ANY IMPLIED terms (each, a "Renewal Order Term" and WARRANTIES OF MERCHANTABILITY OR FITNESS collectively with the Initial Order Term, the FOR A PARTICULAR PURPOSE. "Order Term"), unless either party provides no less than thirty (30) days written notice of its 9.3. CONNECTED ACCOUNTS. Subscriber intent to terminate the Order prior to the end of acknowledges that Polimorphic has no control the then-current term. Unless otherwise stated over, or other ability or obligation with respect in the Order Form, the pricing for the Initial to the maintenance,upkeep,status or support of Order Term and each subsequent Renewal any Connected Accounts or other component Order Term, will be based on the total number thereof, including the accuracy, timeliness, of Constituents who are natural persons within reliability, or completeness of any Connected Subscriber's municipality, city, township or Account Data. Subscriber further village at the commencement of the then- acknowledges that,as a result,Polimorphic will current term. The number of Constituents will not be for any inaccuracies, losses or other be determined by Polimorphic,and Polimorphic liabilities arising from or related to any will provide notice to Subscriber thereof, no notifications, results, records or other outputs less than sixty (60) days prior to the created or provided by the Polimorphic Service commencement of any Renewal Order Term (collectively, "Outputs") that are based on the using publicly available U.S. Census Bureau Connected Account Data. Accordingly, Polimorphic makes no representations or data available at http://census.gov/data.html. warranties with respect to the accuracy, 8.2. Termination. Either party may timeliness, reliability or completeness of any terminate this Agreement upon written notice if Outputs.Polimorphic will have no liability with the other party materially breaches the respect to any Outputs, any acts, omissions, Agreement and does not cure such breach (if reliance, delays, errors or other liabilities 4 arising from or related to any Outputs, or any OF WORK DURING THE TWELVE (12) MONTHS downtime, unavailability, inaccuracies or PRECEDING THE CLAIM. THE FOREGOING failures of any Connected Accounts. LIMITATIONS SHALL NOT APPLY TO PAYMENT Subscriber represents and warrants that it has AND INDEMNITY OBLIGATIONS. THE PARTIES all necessary rights and authority to disclose WOULD NOT HAVE ENTERED INTO THIS any account credentials and passwords provided AGREEMENT BUT FOR SUCH LIMITATIONS. by Subscriber to Polimorphic related to any 12. GENERAL PROVISIONS. Connected Accounts, and that Polimorphic's access to and use of any Connected Accounts Polimorphic may use Subscriber's name and logo on will not require Polimorphic to pay any Polimorphic' website and identify Subscriber as a amounts to any third party. Subscriber of Polimorphic. Neither party may assign 10. INDEMNITY. any rights or obligations arising under this Agreement, without the prior written consent of the other;except that 10.1. By Polimorphic. If any action is either party may assign this Agreement without consent instituted by a third party against Subscriber of the other party in connection with a merger, based upon a claim that the Polimorphic acquisition, corporate reorganization, or sale of all or Service or Polimorphic Platform, as delivered, substantially all of its assets. Any attempted assignment infringes any third party's intellectual property or transfer in violation of the foregoing will be null and rights, Polimorphic shall defend such action at void. Subscriber agrees that Polimorphic may its own expense on behalf of Subscriber and subcontract certain aspects of the Polimorphic Service to shall pay all damages attributable to such claim qualified third parties, provided that any such which are finally awarded against Subscriber or subcontracting arrangement will not relieve Polimorphic paid in settlement. If the Polimorphic Service of any of its obligations hereunder. This Agreement will or Polimorphic Platform is enjoined or, in be governed by and construed in accordance with the Polimorphic's determination is likely to be laws of the State of the subscriber,without regard to its enjoined, Polimorphic shall, at its option and conflicts of laws principles. Any notice under this expense (a) procure for Subscriber the right to Agreement must be given in writing to the other party at continue using the Polimorphic Service, (b) the address set forth above. Notices will be deemed to replace or modify the Polimorphic Platform or have been given upon receipt (or when delivery is Polimorphic Service so that it is no longer refused) and may be (a)delivered personally, or(b) sent infringing but continues to provide comparable by recognized courier service. This Agreement and the functionality, or (c) terminate this Agreement exhibits attached hereto(as modified by the parries from and Subscriber's access to the Polimorphic time to time) is the entire understanding and agreement Service and refund any amounts previously paid of the parties, and supersedes any and all previous and for the Polimorphic Service attributable to the contemporaneous understandings. Only a writing signed remainder of the then-current term. This by both parties may modify it. In the event that any Section sets forth the entire obligation of provision of this Agreement is held to be invalid or Polimorphic and the exclusive remedy of unenforceable, the valid or enforceable portion thereof Subscriber against Polimorphic for any claim and the remaining provisions of this Agreement will that the Polimorphic Service infringes a third remain in full force and effect. Any waiver or failure to party's intellectual property rights. enforce any provision of this Agreement on one occasion 10.2. Procedure. Any party that is seeking will not be deemed a waiver of any other provision or of to be indemnified under the provision of this such provision on any other occasion. All waivers must Section 10 must (a) promptly notify the other be in writing. The parties to this Agreement are party (the "Indemnifying Party") of any third- independent contractors, and no agency, partnership, party claim, suit, or action for which it is franchise, joint venture or employee-employer seeking an indemnity hereunder (a "Claim' relationship is intended or created by this Agreement. and (b) give the Indemnifying Party the sole This Agreement may be executed in counterparts,which taken together shall form one legal instrument. control over the defense of such Claim. 11. LIMITATION OF LIABILITY. TO THE EXTENT PERMITTED BY LAW, IN NO EVENT SHALL POLIMORPHIC OR SUBSCRIBER BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES OR LOST PROFITS IN ANY WAY RELATING TO THIS AGREEMENT. IN NO EVENT SHALL POLIMORPHIC' OR SUBSCRIBER'S AGGREGATE, CUMULATIVE LIABILITY IN ANY WAY RELATING TO THIS AGREEMENT EXCEED THE AMOUNT OF FEES ACTUALLY RECEIVED BY POLIMORPHIC FROM SUBSCRIBER PURSUANT TO THE APPLICABLE ORDER FORM OR STATEMENT 5 CONFIDENTIAL EXHIBIT A POLIMORPHIC ORDER FORM This Polimorphic Order Form(the"Order Form")is by and between Polimorphic.,a Delaware corporation, ("Polimorphic") and the entity listed as Subscriber below("Subscriber"). This Order Form is governed by the Master Subscription Agreement between Polimorphic and Subscriber and into which this Order Form is incorporated by reference (collectively, the "Agreement').Polimorphic and Customer, collectively the"Parties", cause this Order Form to be executed by our authorized representatives as of the Effective Date set forth below("Effective Date"). In the event of any conflict between any provision in this Order Form and any provision in the Agreement,the terms set forth in this Order Form will prevail to the extent of such conflict,but solely with respect to this Order Form. Subscriber Name: Subscriber Business Contact Name: City of Riverside '` Brian Koral Population(!US Census Bureau-2020) Order Form Effective Date: 4,013 November 1,2022 Total Order Term: Street Address For Notice: 3 years 2950 NW Vivion Road Riverside,Missouri 64150 Initial Order Term-November 1,2022-31 June2023 Eight(8)Month Early Adopter Pricing: $.25 per capita- $668.83 Renewal Order Term-July 1;2023-June.30,2024 Phone:816-741-3993 Full Deployment at the City's Discretion: $1 per capita @ email:bkoral "riversidemo_eov $4,013 annual recurring subscription fee Years 3&4: $1 per capita @$4,013 annual recurring subscription fee Geographic Territory: Midwest Early Adopter Program Installation Fees:Waived Onboarding Fees:Waived - Additional Terms: *This discounted pricing is provided through the Early Adopter Pricing Program,as solely defined by Polimorphi6 Inc. This does not reflect pricing for other or municipalities.This offer is only active from October 27,2022 through- November 3,2022. CONFIDENTIAL Polimorphic Customer By:Parth Shah By:,Brian Koral Title:Chief Executive Officer Title:Ci)Administrator Date:November 1,2022 Date: , 1 1 i Exhibit B Professional Service Terms SUBSCRIBER POLIMORPHIC Brian Koral, City Administrator Parth Shah,CEO Authorized I 7d ti ] [Authorized lridividual and title] Sig re Signature 1. Services. Polimorphic agrees to render professional services, including training, consulting and project management,to Subscriber as set forth in the applicable Statement of Work. All Professional Services will be provided remotely unless otherwise agreed in the applicable Statement of Work. If the Professional Services are to be provided on Subscriber's premises(a)Subscriber shall provide safe and adequate space, power, network connections and other resources as required by Polimorphic, (b) Subscriber will provide subject matter experts and other personnel as required, and (c) Polimorphic shall adhere to Subscriber's established written guidelines, which shall be provided to Polimorphic, concerning on-site visits by contractors and the use of Subscriber's computer equipment. 2. Project Administration.The contact for Subscriber shall provide Polimorphic all assistance and guidance necessary for the performance of the Professional Services. All Subscriber personnel assigned to provide such assistance and guidance will have appropriate skills,training,education and knowledge necessary. 3. Requirements. Subscriber will reasonably cooperate with Polimorphic in the performance of the Professional Services. Such cooperation may include, (a) the provision of reasonable remote network access to those Subscriber systems that utilize the Professional Services,and(b)making available suitably trained personnel with sufficient knowledge of Subscriber's systems and/or Connected Accounts, during normal business hours. Subscriber will notify Polimorphic at least twenty four(24)hours in advance if any scheduled meeting needs to be rescheduled. 4. Change Orders. In the event either party desires to change the scope or duration of any Statement of Work,the party desiring such change must submit a change proposal to the other party detailing the desired changes to be made to the Professional Services(a"Change Proposal').The receiving party will promptly provide written acceptance or rejection of the Change Proposal. If such Change Proposal is accepted, the parties will amend the applicable Statement of Work to include the terms of such Change Proposal. 5. Compensation. Polimorphic shall be paid the fees set forth in the Statement of Work for time spent performing the Professional Services. Subscriber shall also reimburse Polimorphic for reasonable travel, lodging and meal expenses for Professional Services performed outside of Polimorphic' site which Polimorphic is required to incur in providing the Professional Services. Polimorphic shall provide Subscriber with invoices detailing the consulting hours,fees and expense reimbursements due Polimorphic, CONFIDENTIAL and shall itemize and provide receipts for expenses over twenty five dollars upon request. Subscriber shall be responsible for all taxes associated with the Professional Services and the payment of fees for the Professional Services except taxes based on Polimorphic'income. 6. License to Polimorphic. Subscriber acknowledges that in order to perform the Professional Services, Polimorphic may be required to have access to certain Subscriber software or other material of Subscriber or Subscriber's suppliers ("Subscriber Materiar). Subscriber grants to Polimorphic the right to use Subscriber's software and other materials solely as required for Polimorphic' performance of the Professional Services hereunder. 7. Limited Warranty. Polimorphic shall perform the Professional Services in a good and workmanlike manner. Subscriber's sole remedy and Polimorphic'sole liability for a breach of the foregoing shall be for Polimorphic to at its option either re-perform the Professional Services or refund sums paid for such Professional Services. POLIMORPHIC HEREBY EXPRESSLY DISCLAIMS ANY AND ALL OTHER WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS, IMPLIED OR STATUTORY, RELATING TO THE PROFESSIONAL SERVICES PROVIDED HEREUNDER AND WORK PRODUCT, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON- INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. POLIMORPHIC DOES NOT WARRANT OR REPRESENT THAT THE WORK PRODUCT WILL BE FREE FROM BUGS OR THAT THE USE OF SUCH WILL BE UNINTERRUPTED OR ERROR-FREE OR MAKE ANY OTHER REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE WORK PRODUCT IN TERMS OF CORRECTNESS,ACCURACY, RELIABILITY, OR OTHERWISE. Subscriber understands that Polimorphic is not responsible for and will have no liability for hardware, software, or other items or any services provided by any persons other than Polimorphic, including without limitation,items supplied by Subscriber. City of Riverside, Missouri Signature Page for Agreement Approved and Authorized by Ordinance/Resolution No. CITY OF RIVERSIDE,MISSOURI By: Name: Kathleen L. Rose Title: Mayor Dated: A EST: .Robin Kiricaid,.City Clerk COUNTERS �GNEQ B CITY PURCHASING AGENT: By: Brian . Koral, Ci Admini ator Dated: