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 1st day of November, 2022.
/s/ Kathleen L. Rose
Mayor Kathleen L. Rose
ATTEST:
/s/ Robin Kincaid
Robin Kincaid, City 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.
Name: Parth Shah
Title: Chief Executive Officer
Subscriber
Name: Brian Koral
Title: City Administrator
TERMS AND CONDITIONS
1. DEFINITIONS. As used in this Agreement:
1.1. "Confidential Information" means all information regarding a party's business,
including, without limitation, technical, marketing, financial, employee, planning, and
other confidential or proprietary information, disclosed under this Agreement, that is clearly
identified as confidential or proprietary at the time of disclosure or that the receiving party
knew or should have known, under the circumstances, was considered confidential or
proprietary. Subscriber Data is the Confidential Information of Subscriber. Confidential
Information of Polimorphic includes information derived from or concerning the
Polimorphic Service, the Polimorphic Platform, the Documentation and the terms of this Agreement.
1.2. "Connected Account" means any third -party platform connected to, or integrated
with, the Polimorphic Service by or on behalf of Subscriber.
1.3. "Connected Account Data" means any data collected from, or provided by, any Connected Account.
1.4. "Constituent" means any non-governmental natural person or entity that
resides within or interacts with the municipality, city, township or village that Subscriber represents.
1S. "Constituent Data" means any information uploaded or transmitted to the Polimorphic Service by a Constituent.
1.6. "Documentation" means any user manuals, handbooks, and online materials
provided by Polimorphic to Subscriber that describe the features, functionality, or operation
of the Polimorphic Platform.
1.7. "Go -Live Date" means the earlier of the date any onboarding and integration
services to be performed hereunder, as set forth in a mutually agreed upon Statement of Work,
are completed in all material respects, or the parties mutually agree in writing (email 2.
acceptable) that the Polimorphic Service is ready for production use by Subscriber.
1.8. "Integration Tools" means any coding, programming or design techniques,
architecture, methodology, APIs, functions, software code, applications, scripts, templates,
knowledge, experience, and know how developed by Polimorphic in the performance
of any Professional Services related to the integration, implementation, connection and/or
onboarding of any Connected Account. For clarity, Integration Tools do not include
Connected Accounts or any confidential information of Subscriber.
1.9. "Order Form" means any order form for Polimorphic Service executed by both
parties that references this Agreement. The initial Order Form is attached hereto as Exhibit A.
1.10. "Performance Data" means any log files, metadata, telemetry data and other
technical performance data automatically generated by the Service relating to the use,
performance, efficacy, reliability and/or accuracy of the Polimorphic Service, which
does not contain any personally identifiable information or Subscriber Data or Constituent Data.
1.11. "Professional Services" means any integration, onboarding or other professional
services that may be performed by Polimorphic hereunder.
1.12. "Polimorphic Platform" means the technology, including AI and machine learning
algorithms, used by Polimorphic to deliver the Polimorphic Service to Subscriber.
1.13. "Polimorphic Service" means the on-line service delivered by Polimorphic to
Subscriber using the Polimorphic Platform as described in the Order Form.
1.14. "Statement of Work" means any
mutually agreed upon work order or statement of work that specifies the Professional Services
to be made available by Polimorphic hereunder.
1.15. "Subscriber Data" means Connected Account Data, and any other data uploaded or
transmitted to the Polimorphic Service by Subscriber. Subscriber Data does not include Constituent Data.
1.16. "Users" means Subscriber's employees, representatives, consultants, contractors, or agents authorized by Subscriber
to access the Polimorphic Service for which applicable fees have been paid.
POLIMORPHIC SERVICE.
2.1. Subscription to the Polimorphic Service. Subject to the terms and conditions of
this Agreement, commencing as of the Go-Live Date, Polimorphic hereby grants to Subscriber a
non-sublicensable, non -transferable (except as provided in Section 12), non-exclusive
subscription to access and use the Polimorphic Service by solely for Subscriber's internal business purposes.
2.2 Support. Subject to the terms of this Agreement, Polimorphic shall use commercially
reasonable efforts to (a) maintain the security of the Polimorphic Service; and (b) provide 9am — 5pm (EST)
email support, excluding federal holidays.
3. ONBOARDING AND CONNECTED ACCOUNTS.
3.1. Connected Accounts. In order to access many of the features and functions of the
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.
3.3. 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
the Polimorphic Service through confidential account credentials. Subscriber will be
responsible for all uses of its account, except to the extent caused by Polimorphic's negligence.
Subscriber will promptly notify Polimorphic of any unauthorized use or access to its account.
User seats may not be shared amongst other Users.
4.2. Restrictions. Subscriber will not, and will not knowingly permit any User or other
party to: (a) reverse engineer, disassemble or decompile any component of the Polimorphic
Platform; (b) interfere in any manner with the operation of the Polimorphic Service, or the
Polimorphic Platform or the hardware and network used to operate the Polimorphic
Service; (c) sublicense any of Subscriber's rights under this Agreement, or otherwise use
the Polimorphic Service for the benefit of a third party or to operate a service bureau; (d)
modify, copy or make derivative works based on any part of the Polimorphic Platform; or (e)
otherwise use the Polimorphic Service in any manner that exceeds the scope of use permitted under Section 2.1.
5. FEES, PAYMENT AND SUSPENSION OF SERVICES. Subscriber will pay Polimorphic the
fees for the Polimorphic Service as set forth on the applicable Order Form ("Fees"). All Fees
owed by Subscriber in connection with this Agreement are exclusive of, and Subscriber
shall pay, all sales, use, excise and other taxes and applicable export and import fees, customs
duties and similar charges that may be levied upon Subscriber in connection with this
Agreement, except for employment taxes and taxes based on Polimorphic's income.
Polimorphic reserves the right (in addition to any other rights or remedies Polimorphic may
have) to discontinue the Polimorphic Service and suspend Subscriber's access to the
Polimorphic Service if any Fees set forth in the applicable Order Form are more than thirty (30)
days overdue until such amounts are paid in full. Subscriber shall maintain complete,
accurate and up-to-date Subscriber billing and contact information.
6. CONFIDENTIAL INFORMATION. The receiving party agrees that it will not use or disclose to
any third party any Confidential Information of the disclosing party, except as expressly
permitted under this Agreement. The receiving party will limit access to the Confidential
Information to those who have a need to know such information to use or provide the
Polimorphic Service. The receiving party will protect the disclosing party's Confidential
Information from unauthorized use, access, or disclosure in a reasonable manner. Upon
termination of this Agreement, the receiving party will return to the disclosing party or
destroy all copies of the Confidential Information. The restrictions on use and
disclosure of Confidential Information set forth above will not apply to any Confidential
Information which (a) is or becomes a part of the public domain through no act or omission of
the receiving party, (b) was in the receiving party's lawful possession prior to the disclosure,
as shown by the receiving party's competent written records, or (c) is independently
developed by the receiving party. The receiving party may disclose Confidential Information to
the extent that such disclosure is required by law or by the order of a court or similar judicial or administrative body.
7. OWNERSHIP AND DATA.
7.1. Polimorphic Platform and Technology. Subscriber acknowledges that Polimorphic retains all right, title and interest in
and to the Polimorphic Platform, Integration Tools and all software and all Polimorphic
proprietary information and technology used by Polimorphic or provided to Subscriber in
connection with the Polimorphic Service (the "Polimorphic Technology"), and that the
Polimorphic Technology is protected by intellectual property rights owned by or
licensed to Polimorphic. Other than as expressly set forth in this Agreement, no license
or other rights in the Polimorphic Technology are granted to the Subscriber. Subscriber
hereby grants Polimorphic a royalty -free, worldwide, transferable, sublicensable,
irrevocable, perpetual license to use or incorporate into the Polimorphic Service any
suggestions, enhancement requests, recommendations or other feedback provided
by Subscriber, including Users, relating to the Polimorphic Service. Polimorphic shall not
identify Subscriber as the source of any such feedback.
7.2. Subscriber Data. Subscriber retains all right, title and interest in and to the
Subscriber Data. Subscriber hereby grants to Polimorphic a non-exclusive, worldwide,
royalty -free and fully paid -up license to: (a) access and use Subscriber Data to provide the
Polimorphic Services to Subscriber; and (b) use Subscriber Data on an aggregated and
anonymized basis to improve the Polimorphic Services; provided, that, the license grant in
subpart (b) shall be perpetual and irrevocable. Subscriber represents and warrants that it has
all necessary rights to grant Polimorphic the foregoing licenses.
73. Constituent Data. Subscriber acknowledges that Polimorphic's collection, use
and disclosure of Constituent Data is and
shall be governed by Polimorphic's privacy policy available at: https://
www.polimorphic.com/privacy-policy, as may be updated by Polimorphic from time to time.
7.4. Data Security. Polimorphic currently utilizes Amazon Web Services, a reputable
hosting services provider, to store all Subscriber Data; provided, that, Polimorphic may utilize
other hosting service providers of similar repute, such GCP or Microsoft Azure. In the
event Polimorphic becomes aware of any loss or unauthorized access, disclosure or use of any
Subscriber Data ("Security Breach"), Polimorphic will (i) promptly notify Subscriber
in writing of such Security Breach, and (ii) take reasonable steps to identify the cause of such
Security Breach, minimize the harm associated therewith and prevent reoccurrence thereof.
Any notification of any Security Breach will describe, to the extent known, details of the
Security Breach, including steps taken to mitigate the potential risks.
7.5. Performance Data. Polimorphic retains all right, title and interest in and to the
Performance Data, and may use Performance Data for any lawful purpose.
8. TERM AND TERMINATION.
8.1. Term. The term of this Agreement will commence on the Effective Date and
continue until all Order Forms have expired, unless terminated earlier in accordance with the
terms of this Agreement (the "Term"). Unless otherwise set forth in an Order Form, each
Order Form will have an initial term of one (1) year (the "Initial Order Term"), and will
automatically renew for successive one (1) year terms (each, a "Renewal Order Term" and
collectively with the Initial Order Term, the "Order Term"), unless either party provides no
less than thirty (30) days written notice of its intent to terminate the Order prior to the end of
the then -current term. Unless otherwise stated in the Order Form, the pricing for the Initial
Order Term and each subsequent Renewal Order Term, will be based on the total number
of Constituents who are natural persons within Subscriber's municipality, city, township or
village at the commencement of the then - current term. The number of Constituents will
be determined by Polimorphic, and Polimorphic will provide notice to Subscriber thereof, no
Less than sixty (60) days prior to the commencement of any Renewal Order Term
using publicly available U.S. Census Bureau data available at http://census.gov/data.html.
8.2. Termination. Either party may terminate this Agreement upon written notice if
the other party materially breaches the Agreement and does not cure such breach (if
curable) within thirty (30) days after written notice of such breach. Upon the expiration or
termination of this Agreement for any reason, (a) any amounts owed to Polimorphic under this
Agreement will become immediately due and payable; and (b) each party will return to the
other all property (including any Confidential Information) of the other party. Polimorphic
agrees that upon expiration or termination of this Agreement, Polimorphic will remove all
Subscriber Data from the Polimorphic Platform and all Subscriber access to the Polimorphic
Service will cease. Sections 1, 5, 6, 7, 8.2, 9.2, 9.3, 10-12 will survive the termination of this Agreement.
9. WARRANTY; DISCLAIMER.
9.1. Limited Warranty. During the Term, Polimorphic warrants that the Polimorphic
Service, when used as permitted by Polimorphic and in accordance with the
Documentation, will operate as described in the Documentation in all material respects. If
Subscriber notifies Polimorphic of any breach of the foregoing warranty, Polimorphic shall, as
Subscriber's sole and exclusive remedy, provide use commercially reasonable efforts to repair
and fix the non -conforming service.
9.2. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 9.1, AND TO THE
MAXIMUM EXTENT PERMI 1 1 hD BY APPLICABLE LAW: (A) THE POLIMORPHIC SERVICE,
POLIMORPHIC PLATFORM AND DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE"
AND (B) POLIMORPHIC AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES, EXPRESS OR
IMPLIED, BY OPERATION OF LAW OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
9.3. CONNECTED ACCOUNTS. Subscriber acknowledges that Polimorphic has no control
over, or other ability or obligation with respect to the maintenance, upkeep, status or support of
any Connected Accounts or other component thereof, including the accuracy, timeliness,
reliability, or completeness of any Connected Account Data. Subscriber further
acknowledges that, as a result, Polimorphic will not be for any inaccuracies, losses or other
liabilities arising from or related to any notifications, results, records or other outputs
created or provided by the Polimorphic Service (collectively, "Outputs") that are based on the
Connected Account Data. Accordingly, Polimorphic makes no representations or
warranties with respect to the accuracy, timeliness, reliability or completeness of any
Outputs. Polimorphic will have no liability with respect to any Outputs, any acts, omissions,
reliance, delays, errors or other liabilities
arising from or related to any Outputs, or any downtime, unavailability, inaccuracies or
failures of any Connected Accounts. Subscriber represents and warrants that it has
all necessary rights and authority to disclose any account credentials and passwords provided
by Subscriber to Polimorphic related to any Connected Accounts, and that Polimorphic's
access to and use of any Connected Accounts will not require Polimorphic to pay any amounts to any third party.
10. INDEMNITY.
10.1. By Polimorphic. If any action is instituted by a third party against Subscriber
based upon a claim that the Polimorphic Service or Polimorphic Platform, as delivered,
infringes any third party's intellectual property rights, Polimorphic shall defend such action at
its own expense on behalf of Subscriber and shall pay all damages attributable to such claim
which are finally awarded against Subscriber or paid in settlement. If the Polimorphic Service
or Polimorphic Platform is enjoined or, in Polimorphic's determination is likely to be
enjoined, Polimorphic shall, at its option and expense (a) procure for Subscriber the right to
continue using the Polimorphic Service, (b) replace or modify the Polimorphic Platform or
Polimorphic Service so that it is no longer infringing but continues to provide comparable
functionality, or (c) terminate this Agreement and Subscriber's access to the Polimorphic
Service and refund any amounts previously paid for the Polimorphic Service attributable to the
remainder of the then -current term. This Section sets forth the entire obligation of
Polimorphic and the exclusive remedy of Subscriber against Polimorphic for any claim
that the Polimorphic Service infringes a third party's intellectual property rights.
10.2. Procedure. Any party that is seeking to be indemnified under the provision of this
Section 10 must (a) promptly notify the other party (the "Indemnifying Party") of any third -
party claim, suit, or action for which it is seeking an indemnity hereunder (a "Claim"),
and (b) give the Indemnifying Party the sole 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
OF WORK DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM. THE FOREGOING
LIMITATIONS SHALL NOT APPLY TO PAYMENT AND INDEMNITY OBLIGATIONS. THE PARTIES
WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR SUCH LIMITATIONS.
12. GENERAL PROVISIONS.
Polimorphic may use Subscriber's name and logo on Polimorphic' website and identify Subscriber as a
Subscriber of Polimorphic. Neither party may assign any rights or obligations arising under this Agreement,
without the prior written consent of the other; except that either party may assign this Agreement without consent
of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or
substantially all of its assets. Any attempted assignment or transfer in violation of the foregoing will be null and
void. Subscriber agrees that Polimorphic may subcontract certain aspects of the Polimorphic Service to
qualified third parties, provided that any such subcontracting arrangement will not relieve Polimorphic
of any of its obligations hereunder. This Agreement will be governed by and construed in accordance with the
laws of the State of the subscriber, without regard to its conflicts of laws principles. Any notice under this
Agreement must be given in writing to the other party at the address set forth above. Notices will be deemed to
have been given upon receipt (or when delivery is refused) and may be (a) delivered personally, or (b) sent
by recognized courier service. This Agreement and the exhibits attached hereto (as modified by the parties from
time to time) is the entire understanding and agreement of the parties, and supersedes any and all previous and
contemporaneous understandings. Only a writing signed by both parties may modify it. In the event that any
provision of this Agreement is held to be invalid or unenforceable, the valid or enforceable portion thereof
and the remaining provisions of this Agreement will remain in full force and effect. Any waiver or failure to
enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of
such provision on any other occasion. All waivers must be in writing. The parties to this Agreement are
independent contractors, and no agency, partnership, franchise, joint venture or employee -employer
relationship is intended or created by this Agreement. This Agreement may be executed in counterparts, which
taken together shall form one legal instrument.
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: City of Riverside
Subscriber Business Contact Name: Brian Koral
Population (US Census Bureau - 2020) 4,013
Order Form Effective Date:
November 1, 2022
Street Address For Notice:
2950 NW Vivion Road
Riverside, Missouri 64150
Phone: 816-741-3993
email: bkoral@riversidemo.gov
Total Order Term: 3 years
Initial Order Term - November 1, 2022 - 31 June 2023
Eight (8) Month Early Adopter Pricing: $.25 per capita - $668.83
Renewal Order Term - July 1, 2023 - June 30, 2024
Full Deployment at the City's Discretion: $1 per capita @ $4,013 annual recurring subscription fee
Years3&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 Polimorphic 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
By: Parth Shah
Title: Chief Executive Officer
Date: November 1, 2022
Customer
By: Brian Koral
Title: City Administrator
Date: 11/3/22
Exhibit B
Professional Service Terms
SUBSCRIBER
Brian Koral, City Administrator
[Authorized Individual and title]
/s/ Brian Koral
Signature
POLIMORPHIC
Parth Shah, CEO
/s/ Parth Shah
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 Material"). 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. R-2022-119.
CITY OF RIVERSIDE, MISSOURI
By: /s/ Kathleen L. Rose
Name: Kathleen L. Rose
Title: Mayor
Dated: November 1, 2022
ATTEST:
/s/ Robin Kincaid
Robin Kincaid, City Clerk
COUNTERSIGNED BY CITY PURCHASING AGENT:
By: /s/ Brian Koral
Brian E. Koral, City Administrator
Dated: 11/2/22