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HomeMy WebLinkAboutRamp_Business_Corporation_-_Agreement_-_6.15.2026Docusign Envelope ID: 0C676AAC-5407-8CF8-808C-E4E04747B93D ramp) Order Form Ramp Business Corporation Quote Expiration August 1, 2026 28 West 23rd Street, Floor 2 Quote Number 00030964 New York, NY 10010 Bill to Details Bill To The City of Waterloo 715 Mulberry Street Waterloo, Iowa, 50703, United States Subscription Details Primary Contact Bridgett Wood bridgett.wood@waterloo-ia.org Subscription Dates First Billing Date Complimentary Period End Date Aug 1, 2026—Jul 31, 2027 August 31, 2026 August 1, 2026 Order Form Term Payment Method Payment Terms 12 months Invoice Net 30 Year 1 Product Description Ramp Plus User Seat Product Description Platform Fee Total $5,500 List Rate Quantity Discount Discounted Rate Annual Total $12 55 58.33% $5.00 $3,300 Annual Fee Discount Annual Total $10,000 78.00% $2,200 Subtotal Discount Total Subscription Fees $17,920 69.31% $5,500 Docusign Envelope ID: 0C676AAC-5407-8CF8-808C-E4E04747B93D Implementation Package Details Implementation Start Date Implementation End Date August 1, 2026 November 29, 2026 Package Implementation Terms and Conditions Implementation Fee (One -Time Fee) $0 Services Total $0 o Company warrants that it is a Participating Member in the OMNIA public sector program. This Order Form is entered into under the Master Purchasing Agreement for the OMNIA public sector program (as of the date of this Order Form, OMNIA contract reference #R230102, as amended from time to time) and is governed by, and Company confirms its agreement to, the Government Addendum (available at https://ramp.com/legal/government-addendum) (the "Government Addendum") and the Ramp Platform Agreement (available at https://ramp.com/legal/platform-agreement) (the "Platform Agreement") and forms part of the Agreement (as defined in the Platform Agreement). All capitalized terms not defined in this Order Form shall have the meaning set forth in the Agreement. In the event of any conflict between this Order Form and the remainder of the Agreement, this Order Form shall govern and control with respect to the Services purchased hereunder. • Special Term(s) o Notwithstanding anything to the contrary in the Agreement, this Order Form will not automatically renew and will instead expire at the end of the Order Form Term specified herein. o For the first 12 month renewal of Company's Subscription Term for which pricing has not been agreed in this Order Form, Ramp will not increase the Subscription Fees by more than 10%. The preceding cap on price increases does not apply to any increases resulting from the addition of seats or subscription to additional Services. • Seat Price o Except as otherwise provided in this Order Form: (i) Services are purchased for the Order Form Term specified above; and (ii) additional seats may be added to the subscription during the Order Form Term at the same per seat pricing as set out in this Order Form and shall be co -terminated and prorated for the remainder of the applicable Order Form Term. • Billing o Company is responsible for payment in full of all Subscription Fees specified in this Order Form for access to use the applicable Services and for the Implementation Package as further described in the Implementation Package Statement of Work (attached hereto). On the First Payment Date, Ramp will bill Company for all amounts owed under this Order Form for the Subscription Services, and on the Implementation Billing Date specified in the SOW, Ramp will bill Company for all amounts Docusign Envelope ID: 0C676AAC-5407-8CF8-808C-E4E04747B93D owed under this Order Form for the Implementation Package, in each case including any applicable taxes. o All amounts billed will include any applicable taxes. Taxes will be applied based on the address provided above. Company shall remit payment within 30 days of the billing date. If any Fees are not received by us when due, then without limiting our other rights or remedies, those Fees may accrue late interest at the rate of 1.5% of the outstanding balance, or the maximum rate permitted by law, whichever is lower. o Ramp will evaluate and calculate the number of seats used by Company on a daily basis. If Company's used seat count exceeds the current quantity of seats specified in this Order Form (determined on a daily basis), Ramp will bill Company on the monthly anniversary of the Subscription Start Date for the seats exceeding the stated quantity (which will then become additional authorized seats under this Order Form), prorated for the remainder of the Order Form Term, and payment will be made as set forth herein. o In the event Company cancels its Ramp Account or terminates the Agreement, Company shall not be entitled to a refund of any prepaid Fees and, if applicable, Ramp will bill Company for any Fees due for the remainder of the Order Form Term. o The Fees hereunder do not supersede any transaction, currency conversion or other Fees otherwise associated with the Services. • Quote Expiration o The Fees specified in this Order Form are only valid if this Order Form is fully executed by the parties before the Quote Expiration Date specified above. • Confidentiality o This Order Form is the Confidential Information of both parties. Docusign Envelope ID: 0C676AAC-5407-8CF8-808C-E4E04747B93D Upon signature by Company and submission to Ramp, this Order Form shall become legally binding. The City of Waterloo By Mayor Title a —Signed by: �avud Ist,SUt, \•-393F8397R3n3471 Signature 6/15/2026 Date Docusign Envelope ID: 0C676AAC-5407-8CF8-808C-E4E04747B93D EXHIBIT A IMPLEMENTATION PACKAGE Overview Ramp will support the projects as specified below, or as further mutually agreed upon by the parties Proposed Timelines: Start date and timelines to be mutually agreed upon by the parties, with committed timelines (if any) indicated below Implementation Billing Date: 90 days following the Implementation Start Date Committed Monthly Card Spend (the average monthly amount Company commits to spend on its Ramp Cards): $30,000 I. Description of Implementation Package During the Implementation Period, Ramp will provide the following implementation services to assist Company with the implementation of Ramp: A. Conduct an introductory call to review the Implementation Package, scope the project, and develop mutual action plan for Ramp implementation and roll -out B. Configure core integrations, which may include: 1. Ramp -supported accounting ERP: Quickbooks, Xero, Netsuite, Sage Intacct, Microsoft Dynamics Business Central, Acumatica 2. Ramp -supported HRIS or IdP 3. Ramp -supported SSO or IdP 4. Other Ramp -supported 3rd-party integrations 5. Migrate list data into Ramp via CSV tools: Chart of accounts and additional custom fields a. Employees b. Vendors 6. Enable Ramp -supported custom fields and dimensions 7. Additional integrations assistance with technical account manager B. Support configuration of Ramp for multiple entities and international users, which may include: 1. Multi -currency card limits and spend programs 2. Multi -currency reimbursements 3. International bill vendors set up C. Support configuration of the core Ramp Cards & expense management module 1. Employee invites with appropriate User roles 2. Expense policies 3. Up to 5 spend approval workflows (Card requests, transaction review, flags & alerts) configured on behalf of Company Docusign Envelope ID: 0C676AAC-5407-8CF8-808C-E4E04747B93D 4. Reimbursements approval workflows 5. Issue physical and virtual Cards 6. Up to 10 Ramp accounting rules configured on behalf of Company 7. Up to 5 spend programs configured on behalf of Company D. Support configuration of Ramp bill pay module, if applicable 1. Review of bill pay workflows and features, provided a supported ERP is used, including a. Amortization b. Recurring bills c. Purchase orders 2. Bill pay vendor migration 3. Up to 5 bill pay approval workflows configured on behalf of Company E. Set up assistance with additional Ramp products, which may include: 1. Ramp Procurement 2. Ramp Travel 3. Ramp Flex F. Support up to 3 weeks of testing, including: 1. Defining test scenarios with up to 10 test users 2. 10 transactions synced to accounting ERP (production environment) 3. If Ramp Reimbursements is applicable, 5 test reimbursements 4. If Ramp Bill Pay is applicable, 10 test bills G. Conduct live training and support post go -live transition 1. Up to 3-hours live & recorded administrator, manager and employee training 2. Up to 1 hour impact review & transition to account manager 3. Manager and employee training guides available on ramp.com/training-resources II. Company Obligations and Project Assumptions A. Company Obligations In addition to any assumptions or other obligations specified herein, Company shall, in a timely manner: (1) provide all Company materials necessary for Ramp's performance of the implementation services; (2) ensure that Company stakeholders are available and responsive during the Implementation Period; (3) ensure that all Company feedback and approvals are provided through a single point of contact; (4) provide any access necessary for Ramp to perform the implementation services; and (5) otherwise comply with its obligations under this Exhibit A. Company understands and agrees that Ramp will not be responsible for any delay or deficiency in performing the implementation services due to Company's failure to fulfill its obligations or otherwise fully cooperate with Ramp. 1. Required Data You agree to provide the necessary data for the Ramp team to complete the implementation services, including: Docusign Envelope ID: 0C676AAC-5407-8CF8-808C-E4E04747B93D • Provide card transaction history for most recent 12 months (monthly amounts not cumulative over 12-month period), preferably downloaded from ERP with GL coding. Identify material recurring vendors that will not be migrated to Ramp • Provide bill pay transaction history for most recent 12 months (monthly amounts not cumulative over 12-month period), preferably downloaded from ERP with GL coding (if Ramp Bill Pay is applicable, or if Customer plans to move ACH to card). Identify material recurring vendors that will not be migrated to Ramp • Provide a list of intended Ramp users • Supply appropriate access for key integrations required (ERP, HRIS, SSO) 2. Project Management Company agrees to designate a project manager who shall be responsible for coordinating Company activities under this Order Form. Company shall direct all inquiries concerning the Implementation Package to the Ramp project lead. Ramp's project lead shall have the sole right to exercise direct control and supervision of the work assignments of Ramp resources. B. Project Assumptions 1. All implementation services will be performed remotely 2. All project documentation, presentations and project communication will be in English 3. Standard functionalities will not be documented 4. Ramp will not be required to work outside its standard local workday hours 5. The implementation services are designed to be delivered within Ramp's production environment (i.e. testing is not offered within Ramp's sandbox environment) 6. Anything not expressly listed in the Description of Implementation Package section above is not included in the scope of the Implementation Package III. Unused Services The implementation services must be used prior to the Implementation End Date. Any portion of the implementation services not used prior to the Implementation End Date will be automatically forfeited by Company, with no further action required of either party, and Company will not be entitled to a refund, or any credit toward additional or other services, for any unused portion of the Fees paid for any unused portion of the Implementation Package. Company may not apply any portion of unused implementation services or fees paid, for any services other than the implementation services specified in the above Description of Implementation Package. In order for Ramp to provide services to Company after the Implementation Period, Ramp and Company shall mutually agree, in writing, under a separate Order Form, to the terms and Fees for such services.