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HomeMy WebLinkAboutA9050 - URBANLEAP, INC. pg. 1 URBANLEAP INC. PROCUREMENT PLATFORM & SERVICES AGREEMENT A9050 Organization Contact Billing Contact (If Different) Customer Name: Palm Springs, California Contact Name: Kim Baker Title Procurement/Contracting Manager Address: 3200 E Tahquitz Canyon Way Palm Springs, CA 92262 Telephone: (760) 322-8368 Email: kim.baker@palmspringsca.gov This Platform Services Agreement (“Agreement”) is entered between UrbanLeap, Inc., with its principal place of business at 350 Townsend St, 312, San Francisco, CA, 94107 (“UrbanLeap”), and you, the entity identified above (“Customer”), as of the Effective Date. This Agreement includes and incorporates this Ordering Document and the UrbanLeap Terms and Conditions attached as Appendix A (collectively, this “Agreement”). By signing this Agreement, the Customer acknowledges that it has reviewed, and agrees to be legally bound by, this Agreement. UrbanLeap and Customer are collectively referred t herein as the “Parties” and individually as a “Party”. Effective Date: ______________ Scope of Agreement: 1. Platform Services: UrbanLeap will provide the Customer with its proprietary SaaS platform and support services consisting of a solution for governments to manage informal projects and the full life cycle of procurement projects (“Platform Services”). This includes: ● Digitized templates ● Solicitation documents builder ● Curated documents from other agencies ● Targeted vendor outreach campaigns ● Intake forms and evaluation card templates ● Proprietary evaluation framework ● Automatic reporting features ● Customer Success Management services DocuSign Envelope ID: C79FED5B-365C-4AF9-AB23-83576F6BECF6 pg. 2 2. Term. The initial term of this Agreement begins on the Effective Date. This Agreement shall continue in effect unless terminated in written notice by either Party. 3. Return of Data: If the Customer terminates the Services or this Agreement, then upon Customer request and within a reasonable time UrbanLeap shall provide Customer with Customer's data. Data will be provided in electronic format only. UrbanLeap will provide Customer data promptly and in any event within (60) business days of Customer’s request. 3. Customer Fees: $5,000/$0 One-time Implementation fee waived for signing by 3/31/2022 Customer - Approver UrbanLeap Signature: Printed Name: Jessica O’Shea Title: Director of Sales Date: 2/01/2022 Customer – City Clerk Signature: Printed Name: Title: Date: Customer – City Attorney Signature: Printed Name: Title: Date: DocuSign Envelope ID: C79FED5B-365C-4AF9-AB23-83576F6BECF6 City Attorney 2/9/2022 Jeff Ballinger Kim Baker 2/9/2022 Procurement and Contracting Manager 2/9/2022 City Clerk Anthony Mejia pg. 3 Appendix A UrbanLeap Terms and Conditions 1. DEFINITIONS 1.1. “Authorized Users” means users that (i) Customer authorizes to Use the Platform Services on its behalf; and (ii) have signed up for an account to Use the Platform Services in accordance with UrbanLeap’s then-current account registration procedures (including assent to any applicable terms of service and/or privacy policy posted by UrbanLeap) as may be updated from time-to-time. 1.2. “Customer Materials” means all information, data, content (including text, files, documents, graphics, images, audio and video) and other materials, in any form or medium, that is provided or made available to UrbanLeap (including via the Platform Services) by or on behalf of Customer for use in connection with the provision of the Platform Services and performance of UrbanLeap’s other obligations under this Agreement. 1.3. “Documentation” means the operator and user manuals, training materials, specifications, minimum system configuration requirements, compatible device and hardware list and other similar materials in hard copy or electronic form provided by UrbanLeap to Customer (including any revised versions thereof) to assist with or describe the Platform Services and their associated capabilities, limitations and requirements, which may be updated from time-to-time upon notice to Customer. 1.4. “Intellectual Property Rights” means patent rights (including patent applications and invention disclosures), inventions, copyrights, trademarks, trade secrets, know-how, data and database rights, design rights, mask work rights, and any other intellectual property rights recognized throughout the universe. 1.5. “Person” means any individual, corporation, partnership, trust, limited liability company, association, governmental authority or other entity. 1.6. “UrbanLeap Technology” means (i) the Platform Services including any data or content generated, transmitted or stored thereby (excluding Customer Materials); (ii) know-how, proprietary tools and data, trade secrets and other technologies used by or on behalf of UrbanLeap to provide the Platform Services; (iii) all improvements, modifications and derivative works of any of the foregoing; and (iv) all Intellectual Property Rights in the foregoing. 1.7. “Use” means to use and access the Platform Services in accordance with this Agreement and the Documentation. 2. PLATFORM SERVICES 2.1. Usage: Responses must be collected electronically via the UrbanLeap intake forms. Responses received outside of the online intake form will not be accepted or considered by the Customer. 2.2. Right to Use. Subject to Customer’s compliance with the terms and conditions of this Agreement, UrbanLeap will make available the Platform Services for Use by Customer on a non-exclusive, non-transferable basis solely for Customer’s lawful purposes; provided that Customer strictly complies with the restrictions set forth in Section 2.3. 2.3. Use Restrictions. Customer will not, directly or indirectly, and will not permit any Person (including its Authorized Users) to: (a) use the Platform Services in any manner beyond the scope of rights expressly granted in this Agreement or in violation of any applicable laws, rules or regulations; (b) modify or create derivative works of the Platform Services, in whole or in part; (c) reverse engineer, disassemble, decompile, decode or otherwise attempt to derive or gain improper access to any software component of the Platform Services, in whole or in DocuSign Envelope ID: C79FED5B-365C-4AF9-AB23-83576F6BECF6 pg. 4 part; (d) sell, resell, rent or lease use of the Platform Services to any other Person, or otherwise allow any Person to use the Platform Services on a service bureau basis or for any purpose other than for the benefit of Customer in accordance with this Agreement; (e) use the Platform Services to store, transmit, upload or post any infringing, libelous or otherwise unlawful or tortious material or any data for which it does not have the necessary consents or rights to store, transmit, upload or post (as applicable) in connection with the Platform Services; (f) interfere with, or disrupt the integrity or performance of, the Platform Services, or any data or content contained therein or transmitted thereby; (g) access or search the Platform Services (or download any data or content contained therein or transmitted thereby) through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers or any other similar data mining tools) other than through features of the Platform Services provided by UrbanLeap for use expressly for such purposes; or (h) use the Platform Services, Documentation or any other UrbanLeap Technology for competitive analysis or benchmarking purposes, or to otherwise develop, commercialize, license or sell any product, service or technology that could, directly or indirectly, compete with the Platform Services. 2.4. Authorized Users. Customer will not permit any other person to access, use or operate the Platform Services, except that Customer may permit Authorized Users to Use the Platform Services for Customer’s benefit; provided that Customer requires that each such Authorized User complies with all applicable terms and conditions of this Agreement and any corresponding terms of service governing access to and use of the Platform Services, and is fully and directly responsible to UrbanLeap for any act or omission by each such Authorized User in connection with their use of the Platform Services. Customer will, and will require all Authorized Users to, use all reasonable means to secure user names and passwords, hardware and software used to access the Platform Services in accordance with customary security protocols, and will promptly notify UrbanLeap if Customer knows or reasonably suspects that any user name and password has been compromised. Each account for access to and use of the Platform Services may only be accessed and used by the specific Authorized User for whom such account is created. 2.5. Third Party Materials. The Platform Services may include, or may provide Customer with access to, content, data, information, software, source code, hardware or other technology licensed to UrbanLeap from third parties (collectively, “Third Party Materials”). Customer acknowledges and agrees that Third Party Materials are provided solely on an “AS IS” basis, and that UrbanLeap does not make any warranties or guarantees regarding Third Party Materials and is not responsible for the operation or failure of, or any errors, inaccuracies or bugs in, any Third Party Materials; provided that UrbanLeap will pass on any applicable warranties and guaranties from the third party provider of such Third Party Materials to the maximum extent permitted by such third parties. 2.6. Feedback. From time-to-time Customer and its Authorized Users may provide UrbanLeap with suggestions, comments and feedback with regard to the Platform Services (collectively, “Feedback”). Urban Leap may freely use any Feedback without restriction or compensation to Customer. 2.7. Customer Materials. Customer hereby grants UrbanLeap a non-exclusive, non-transferable, sublicensable (solely in connection with the Platform Services), royalty-free, worldwide license to use, copy, modify, display, perform, distribute and make derivative works of the Customer Materials solely in connection with the performance of UrbanLeap’s obligations under this Agreement, including, without limitation, in connection with the operation, maintenance and improvement of the Platform Services. 2.8. Reservation of Rights. Nothing in this Agreement or the performance thereof will operate to grant Customer any right, title or interest in or to the UrbanLeap Technology, or UrbanLeap any right, title or interest in or to the Customer Materials, whether by implication, estoppel, exhaustion or otherwise, other than as expressly set forth in this Agreement. As between the parties, UrbanLeap will exclusively own and retain all right, title and interest in and to the UrbanLeap Technology. All Intellectual Property Rights created in any UrbanLeap Technology will vest solely in UrbanLeap upon creation (regardless of inventorship or authorship), and to the extent that sole DocuSign Envelope ID: C79FED5B-365C-4AF9-AB23-83576F6BECF6 pg. 5 ownership does not originally vest in UrbanLeap, such Intellectual Property Rights are hereby automatically and irrevocably assigned by Customer to UrbanLeap. Customer will take any and all actions and execute any and all documents necessary to give effect to the preceding sentence. Each party hereby expressly reserves all Intellectual Property Rights not expressly granted hereunder. 3. CONFIDENTIALITY. 3.1. Confidential Information. Any confidential and non-public information that one party provides to the other party during the Term that is identified at the time of disclosure as confidential or, given the circumstances of disclosure or the nature of the information, reasonably should be considered to be confidential will be “Confidential Information” of the disclosing party (the “Disclosing Party”). For clarity, the UrbanLeap Technology and the Documentation will be deemed the Confidential Information of UrbanLeap hereunder. 3.2. Non-Disclosure and Non-Use. Each party receiving any Confidential Information from the Disclosing Party (the “Receiving Party”) will maintain the Disclosing Party’s Confidential Information in strict confidence, and will not use the Confidential Information of the Disclosing Party except to perform its obligations or enforce or exercise its rights under this Agreement. The Receiving Party will not disclose or cause to be disclosed any Confidential Information of the Disclosing Party, except (a) to those affiliates, employees, representatives, or contractors of the Receiving Party who have a bona fide need to know such Confidential Information to perform its obligations or exercise or enforce its rights under this Agreement and who are bound by written agreements with use and nondisclosure restrictions at least as protective as those set forth in this Agreement; or (b) as such disclosure may be required by applicable law or the order or requirement of a court, administrative agency or other governmental body, subject to the Receiving Party providing to the Disclosing Party reasonable written notice to allow the Disclosing Party to seek a protective order or otherwise contest the disclosure. 3.3. Exclusions. Nothing in this Agreement will prohibit or limit a Receiving Party’s use of information (a) rightfully known to it prior to receiving it from the Disclosing Party; (b) independently developed by or for it without use of or access to the Disclosing Party’s Confidential Information; (c) permissibly acquired by it from a third party which is not under an obligation of confidence with respect to such information; (d) which is or becomes publicly available through no breach of this Agreement by the Receiving Party; (e) that is released or would be required to be released under applicable laws, rules and regulations, including applicable public records law; or (f) consisting of Feedback (solely with respect to UrbanLeap as the Receiving Party). 3.4. Terms of Agreement. The terms and conditions of this Agreement will constitute Confidential Information of each Party, but may be disclosed on a confidential basis to a party’s advisors, attorneys, actual or bona-fide potential acquirers, investors or other sources of funding (and their respective advisors and attorneys) for due diligence purposes. 4. TERM & TERMINATION 4.1. Term. This Agreement will commence in full force and effect on the Effective Date, and unless otherwise terminated by a party hereunder. The Customer may terminate this contract at any time with written notice. 4.2. Termination. If either Party materially breaches any term of this Agreement and fails to cure such breach within thirty (30) days after notice by the non-breaching party, the non-breaching party may terminate this Agreement immediately upon written notice to the breaching party. 4.3. Effect of Termination. (a) Customer’s right to Use the Platform Services will immediately terminate; and (b) each Party will return to the other Party or, at the other party's option, destroy all Confidential Information of the other party in its possession. DocuSign Envelope ID: C79FED5B-365C-4AF9-AB23-83576F6BECF6 pg. 6 4.4. Survival. All sections of this Agreement which by their nature should survive termination will survive termination, including, without limitation, accrued rights to payment, confidentiality obligations, intellectual property ownership terms, warranty disclaimers, and limitations of liability. 5. WARRANTY AND DISCLAIMER 5.1. Warranties. Each Party hereby represents and warrants to the other party that: 5.1.1. Such Party has taken all necessary action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder, and has obtained all rights and consents necessary to grant the licenses set forth herein; 5.1.2. This Agreement has been duly executed and delivered on behalf of such Party, and constitutes a legal, valid, binding obligation, enforceable against it in accordance with the terms hereof; and 6. INDEMNIFICATION. To the fullest extent permitted by law, UrbanLeap shall defend (with counsel of Customer’s choosing), indemnify and hold the Customer, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of UrbanLeap, its officials, officers, employees, subcontractors, consultants or agents in connection with Intellectual Property Rights in the UrbanLeap Technology or the performance of this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses. UrbanLeap’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by UrbanLeap, Customer, or Customer’s officials, officers, employees, agents, or volunteers. 7. SECURITY. UrbanLeap is hosted by Google Cloud SQL. Infrastructure patches are managed by Google. Data is encrypted at rest. Automated daily backups are performed. Database access requires a decryption key. Google Cloud is a first-tier cloud provider. Read more about Google Cloud SQL and Google Cloud Security Standards. Passwords are required to meet OWASP’s strength guidelines. Passwords are hashed before storage. Session access keys are encrypted and validated and will expire after a period of inactivity. We recommend that you use the latest browsers to ensure that you are protected by advances in security technology. 8. SUPPORT. UrbanLeap will provide support to Customer in connection with Customer’s Use of the Platform Services in accordance with the support terms set forth in Appendix B. 9. MISCELLANEOUS. Capitalized terms not otherwise defined in these Terms and Conditions have the meaning set forth in the applicable Ordering Document. Neither party will be held responsible or liable for any losses arising out of any delay or failure in performance of any part of this Agreement due to any act of god, act of governmental authority, or due to war, riot, denial of service or other malicious attacks, labor difficulty, failure of performance by any third-party service, utilities, or equipment provider, or any other cause beyond the reasonable control of the party delayed or prevented from performing. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable. This Agreement is not assignable or transferable by Customer without UrbanLeap’s prior written consent. Notwithstanding the foregoing, either party may assign this Agreement to an affiliate or to a successor to all or substantially all of its business or assets to which this Agreement relates. This Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous DocuSign Envelope ID: C79FED5B-365C-4AF9-AB23-83576F6BECF6 pg. 7 written and oral agreements, communications, and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both Parties. No agency, partnership, joint venture, or employment is created as a result of this Agreement and neither party has any authority of any kind to bind the other party in any respect. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested. This Agreement will be governed by the laws of the State of California without regard to its conflict of laws provisions. All disputes or controversies arising from this Agreement will be litigated exclusively in the federal or state courts located in Riverside County, California. 10. INSURANCE. UrbanLeap shall carry insurance meeting the requirements set forth in Attachment 1 attached hereto and incorporated herein by reference at all times during this Agreement and for any additional the period set forth therein thereafter. Customer is referred in in Exhibit A as the “City”, and UrbanLeap is referred to in Exhibit as a contractor, vendor or service provider. 11. COVENANT AGAINST DISCRIMINATION. In connection with its performance under this Agreement, UrbanLeap shall not discriminate against any employee or applicant for employment because of actual or perceived race, religion, color, sex, age, marital status, ancestry, national origin ( i.e., place of origin, immigration status, cultural or linguistic characteristics, or ethnicity), sexual orientation, gender identity, gender expression, physical or mental disability, or medical condition (each a “prohibited basis”). UrbanLeap shall ensure that applicants are employed, and that employees are treated during their employment, without regard to any prohibited basis. As a condition precedent to Customer’s lawful capacity to enter this Agreement, and in executing this Agreement, UrbanLeap certifies that its actions and omissions hereunder shall not incorporate any discrimination arising from or related to any prohibited basis in any UrbanLeap activity, including but not limited to the following: employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship; and further, that UrbanLeap is in full compliance with the provisions of Palm Springs Municipal Code Section 7.09.040, including without limitation the provision of benefits, relating to non-discrimination in city contracting. DocuSign Envelope ID: C79FED5B-365C-4AF9-AB23-83576F6BECF6 pg. 8 Attachment 1 SUMMARY OF INSURANCE REQUIREMENTS FOR CITY CONTRACTS Instructions to Contractors/Vendors/Service Providers: Prior to commencing any work all contractors, vendors and service providers shall procure and maintain, at their own cost and expense for the duration of their contract with the City, appropriate insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work or services. The types of insurance required and the coverage amounts are specified below: A. Minimum Scope of Insurance Required: 1. General Liability Insurance is required whenever the City is at risk of third-party claims which may arise out of work or presence of a contractor, vendor and service provider on City premises. 2. Automobile Liability Insurance is required only when vehicles are used by a contractor, vendor or service provider in their scope of work or when they are driven off-road on City property. Compliance with California law requiring auto liability insurance is mandatory and can not be waived. 3. Workers’ Compensation and Employer’s Liability Insurances is required for any contractor, vendor or service provider that has any employees at any time during the period of this contract. Contractors with no employees must complete a Request for Waiver of Workers’ Compensation insurance Requirement form. 4. Errors and Omissions coverage is required for licensed or other professional contractors doing design, architectural, engineering or other services that warrant such Insurance. B. Minimum Limits of Insurance Coverage Required: Under $25,000 $1 Million per Occurrence/$2 Mil. Aggregate Over $25,000 to $5,000,000 $1 Million per Occurrence/$2 Mil. Aggregate Over $5 Million Limits TBD by Risk Manager Umbrella excess liability may be used to reach the limits stated above. C. The following general requirements apply: 1. Insurance carrier must be authorized to do business in the State of California. 2. Insurance carrier must have a rating of or equivalent to B++, VII, by A.M. Best Company. 3. Coverage must include personal injury, protective and employer liability. DocuSign Envelope ID: C79FED5B-365C-4AF9-AB23-83576F6BECF6 pg. 9 4. Certificate must include evidence of the amount of any deductible or self-insured retention under the policy. 5. Contractor’s general liability and automobile insurance coverage must be primary and non-contributory over any Insurance the City may maintain, that is, any such City insurance shall be excess to limits stated in the certificate. D. Verification of Insurance coverage may be Provided by: (1) an approved General and/or Auto Endorsement Form for the City of Palm Springs or (2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement (see attached) with the following endorsements stated on the certificate: 1. “The City of Palm Springs, its officials, employees and agents are named as an additional insured” (“as respects a specific contract” or “for any and all work performed with the City” may be included in this statement). 2. “This insurance is primary and non-contributory over any insurance or self-insurance the City may have” (“as respects a specific contract” or “for any and all work performed with the City” may be included in this statement). 3. “Should any of the above descried policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named.” Language such as, “endeavor to” mail and “but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative” is not acceptable and must be crossed out. See Example A below. 4. Both the Workers’ Compensation and Employers’ Liability policies shall contain the insurer’s waiver of subrogation in favor of City, its elected officials, officers, employees, agents and volunteers. See Example B below. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policy. All certificates and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the contractor’s obligation to provide them. E. Acceptable Alternatives to Insurance Industry Certificates of Insurance:  A copy of the full insurance policy which contains a thirty (30) days’ cancellation notice provision (ten (10) days for non-payment of premium) and additional insured and/or loss-payee status, when appropriate, for the City.  Binders and Cover Notes are also acceptable as interim evidence for up to 90 days from date of approval F. Endorsement Language for Insurance Certificates: Example A: SHOULD ANY OF THE ABOVE-REFERENCED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, THE ISSUING INSURER WILL ENDEAVOR TO MAIL 30 DAYS* WRITTEN NOTICE TO THE CERTIFICATE HOLDER NAMED HEREIN BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBLIGATION OR LIABILITY OF ANY KIND UPON THE INSURER, ITS AGENTS OR REPRESENTATIVES. DocuSign Envelope ID: C79FED5B-365C-4AF9-AB23-83576F6BECF6 pg. 10 *The broker/agent can include a qualifier stating “10 days notice for nonpayment of premium.” “IT IS UNDERSTOOD AND AGREED THAT THE COMPANY WAIVES THE RIGHT OF SUBROGATION AGAINST THE ABOVE ADDITIONAL INSURED (S), BUT ONLY AS RESPECTS THE JOB OR PREMISES DESCRIBED IN THE CERTIFICATE ATTACHED HERETO.” Example B: G. Alternative Programs/Self-Insurance: Under certain circumstances, the City may accept risk financing mechanisms such as Risk Retention Groups, Risk Purchasing Groups, offshore carriers, captive insurance programs and self- insurance programs as verification of insurance coverage. These programs are subject to separate approval once the City has reviewed the relevant audited financial statements and made a determination that the program provides sufficient coverage to meet the City’s requirements. DocuSign Envelope ID: C79FED5B-365C-4AF9-AB23-83576F6BECF6 pg. 11 Appendix B UrbanLeap Service Level Metrics and Support 1. SCHEDULED DOWNTIME. When needed, UrbanLeap will schedule downtime for routine maintenance or system upgrades (“Scheduled Downtime”) for its Platform Services. UrbanLeap will exercise commercially reasonable efforts to schedule Scheduled Downtime outside of peak traffic periods. UrbanLeap will notify Customer’s designated contact at least twenty-four (24) hours prior to the occurrence of Scheduled Downtime. 2. SUPPORT A. Support. Customer support is available via email 8 hours per day, Monday through Friday, excluding UrbanLeap’s corporate designated holidays. See below for a list of holidays observed by UrbanLeap. Problems may be reported any time, but UrbanLeap will not be obligated to assign work relating to such problems after business hours (8 a.m. to 5 p.m. Pacific Time). B. Liaisons. On or before the Activation Date, Customer and UrbanLeap will each designate a liaison as a respective point of contact for technical issues. Each party may change such liaison upon written notice from time to time at reasonable intervals. UrbanLeap will not be obligated to provide support to any person other than the Customer’s designated liaison. C. Holidays. UrbanLeap observes the following holidays: New Year’s Day, Presidents Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Day after Thanksgiving Day, Christmas Eve Day, Christmas Day, and New Year’s Eve. DocuSign Envelope ID: C79FED5B-365C-4AF9-AB23-83576F6BECF6