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HomeMy WebLinkAboutContract 48935 1 � o Ci`rf a�RE"PgR1r WORT If° ,�.FORT G\G�yS�G��PR`t PROFESSIONAL SERVICES AGREEMENT (Infomiation Technology) This PROFESSIONAL SERVICES AGREEMENT ("Agreement'l is made and entered into by and between the CITY OF FORT WORTH (the"City" or"Client'), a home-rule municipal corporation situated in portions of Tarrant, Denton, Johnson and Wise Counties, Texas, acting by and through its duly authorized Assistant City Manager, and HEAT SOFTWARE USA INC. (AKA IVANTI) ("Consultant'), Colorado Corporation, and acting by and through Andy Ruse its duly authorized VP of Sales, Americas. City and Consultant are each individually referred to herein as a "party'and collectively referred to as the"parties."The term"Consultant"shall include the Consultant, its officers, agents, employees, representatives, contractors or subcontractors. The term "City" shall include its officers,employees,agents,and representatives. CONTRACT DOCUMENTS: The Contract documents shall include the following: 1. This Agreement for Professional Services 2. Exhibit A—Statement Of Work 3. Exhibit B—Milestone Deliverables and Cost 4. Exhibit C—Milestone Acceptance Form S. Exhibit D—Network Access Agreement 6. Exhibit E—Signature Verification Form 7. Exhibit F—End User License Agreement 8. Exhibit G—Maintenance Agreement All Exhibits attached hereto are incorporated herein and made a part of this Amt for all purposes. In the event of any conflict between the documents, the temps and conditions of this Professional Services Agreement shall control. The term"Consultant"or"Contractor"shall include the Consultant or Contractor,and its officers,agents, employees,representatives,servants,contractors or subcontractors. The term"City"shall include its officers,employees,agents,and representatives. 1. Scope of Services. Consultant hereby agrees, with good faith and due diligence, to provide the City with professional services by providing software and technical services to install and configure a heat service management on- premise solution. Specifically, Consultant will perform all duties outlined and described in the Scope of Work,which is attached hereto as Exhibit"A"and incorporated herein for all purposes, and further referred to herein as the "Services." Consultant shall perform the Services in accordance with standards in the industry for the same or similar services. In addition, Consultant shall perform the Services in accordance with all applicable federal, state, and local laws, rules, and regulations. If there is any conflict between this Agreement and Exhibit A.the terms and conditions of Error!Reference source not found. 4 ProfessionalSaykaApmnWX-T=Wolm OIFFIChir, RISC RD Ra.101017 CITY SECRETARY FT. WORM I I# this Agreement shall control. 2. 1= This Agreement shall commence upon March 31 st, 2017 ("Effective Date") and shall expire no later than August 31st, 2020 ("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties. This Agreement may be renewed for three one-year renewal periods at the City's option if the parties agree to additional Scope(s) of Work and cost in writing which shall be consistent with the City's request for offer and Consultant's response to such request, each a"Renewal Term."The City shall provide Consultant with written notice of its intent to renew at least thirty(30)days prior to the end of each term. 3. Compensation. _ The City shall pay Consultant an amount not to exceed $392,840.00 in accordance with the provisions of this Agreement and Exhibit"B,"Milestone Deliverables and Cost,which is attached hereto and incorporated herein for all purposes.If the parties mutually agree to the additional services and costs that exceed the Contract Statement of Work and the Amount as set forth in Exhibit A, the parties may execute an amendment to increase the Contract Amount. Consultant shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. City agrees to pay all invoices of Consultant within thirty (30) days of receipt of such invoice. Consultant may charge interest on late payments not to exceed one percent(1%). 4. Termination. 4.1. Convenience.Either the City or Consultant may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 4.2 Breach. If either party commits a material breach of this Agreement, the non-breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice from the non- breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non4=aching party may, in its sole discretion, and without prejudice to any other right under this Agreement,law,or equity,immediately terminate this Aunt by giving written notice to the breaching party. 4.3 Fiscal Funding Out.In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder,the City will notify Consultant of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever,except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.4 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date, the City shall pay Consultant for services actually rendered up to the effective date of termination and Consultant shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Consultant shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event Consultant has received access to City information or data as a requirement to perform services hereunder,Consultant shall return all City provided data to the City in a machine readable format or other format deemed acceptable to the City. Error!Reference source not found. Professional Services Agreement-Technology Rev.1/1017 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,Consultant hereby agrees immediately to make full disclosure to the City in writing. 5.2 Confidential Information. The City acknowledges that Consultant may use products, materials, or methodologies proprietary to Consultant. The City agrees that Consultant's provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials, or methodologies unless the parties have executed a separate written agreement with respect thereto. Consultant, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City(`City Information')as confidential and shall not disclose any such information to a third party without the prior written approval of the City. 5.3 Unauthorized Access. Consultant shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access,modify,delete or otherwise corrupt City Information in any way.Consultant shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised, in which event, Consultant shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. 6. Right to Audit. Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement,have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the Consultant involving transactions relating to this Agreement at no additional cost to the City. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Consultant not less than 10 days written notice of any intended audits. Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of such subcontractor involving transactions related to the subcontract,and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor not less than 10 days written notice of any intended audits. 7, Indenendent Contractor. It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Ate, Consultant shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, employees, contractors and subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents, servants and employees, and Consultant, its officers, agents, employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Consultant. It is further understood that Error!Reference source not found. Professional Services Agreement-'technology Rev.1/2017 the City shall in no way be considered a Co-employer or a Joint employer of Consultant or any officers, agents,servants,employees or subcontractors of Consultant.Neither Consultant,nor any officers, agents, servants,employees or subcontractors of Consultant shall be entitled to any employment benefits from the City. Consultant shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself,and any of its officers,agents,servants,employees or subcontractors. 8. I. ARIL,ITY AND INDEMNIFICATION. A.I-IABU-ITY-CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH,TO ANY AND ALL PERSONS,OF ANY HIND OR CHARACTER,WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. B. INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY HIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS(INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS, AND ANY RESULTING LOST PROFITS) PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT,TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF CONSULTANT, ITS OFFICERS, AGENTS, SUBCONTRACTORS, SERVANTS OR EMPLOYEES. C. INTEL.L.ECTUAL. PROPERTY INFRINGEMENT — (i) Consultant shall be liable and responsible for any and all claims made against the City for infringement of any patent, copyright,trademark,service mark,trade secret,or other intellectual property rights by the use of or supplying of any Deliverable(s) in the course of performance or completion of, or in any way connected with providing the services, or the City's continued use of the Deliverable(s) hereunder. "Deliverables", or any part thereof, are the days of services furnished hereunder (in this Section 8C each individually referred to as a "Deliverable" and collectively as the "Deliverables"). (ii) Consultant agrees to indemnify,defend,settle,or pay,at its own cost and expense,including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright,trade mark,service mark,trade secret,or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify, defend, settle or pay shall not apply if the City modifies or misuses the Deliverable(s).So long as Consultant bears the cost and expense of payment for claims or actions against the City pursuant to this section 8,Consultant shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim;however,City shall have the right to fully participate in any and all such settlement,negotiations,or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Consultant in doing so. In the event City,for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under this Agreement,the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim;however,Consultant shall fully participate and cooperate with the City in defense of such claim or action.City agrees to give Consultant timely written notice of any such claim or action, with copies of all papers City may receive relating Error!Reference source not found. Professional Services Agreement-TechwioV Rev.112017 thereto.Notwithstanding the foregoing,the City's assumption of payment of costs or expenses shall not eliminate Consultant's duty to indemnify the City under this Agreement. If the Deliverable(s), or any part thereof,is held to infringe and the use thereof is enjoined or restrained or,if as a result of a settlement or compromise, such use is materially adversely restricted, Consultant shall, at its own expense and as City's sole remedy,either: (a)procure for City the right to continue to use the Deliverable(s); or(b)modify the Deliverable(s)to make them/it non-infringing,provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or(c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non- infringing Deliverables)at no additional charge to City; or(d)if none of the foregoing alternatives is reasonably available to Consultant, terminate this Agreement, and refund all amounts paid to Consultant by the City under this Agreement,subject to depreciation on a straight line basis over three(3)years.CONSULTANT'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN SECTION 10 OF THIS AGREEMENT. THIS SECTION SETS FORTH THE CITY'S EXCLUSIVE REMEDY AND CONSULTANT'S SOLE LIABILITY WITH RESPECT TO INFRINGEMENT CLAIMS ARISING UNDER THIS AGREEMENT. 9. Assignment and Subcontracting. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City.If the City grants consent to an assignment,the assignee shall execute a written agreement with the City and the Consultant under which the assignee agrees to be bound by the duties and obligations of Consultant under this Agreement.The Consultant and Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Consultant under this Agreement as such duties and obligations may apply. The Consultant shall provide the City with a fiilly executed copy of any such subcontract. 10. INSURANCE. 10.1 The Consultant shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City. 1. Commercial General Liability a.Combined limit of not less than$2,000,000 per occurrence; $4million aggregate or b.Combined limit of not less than$1,000,000 per occurrence;$2,000,000 aggregate and Umbrella Coverage in the amount of$4,000,000.Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. c.Defense costs shall be outside the limits of liability. 2. Automobile Liability Insurance covering any vehicle used in providing services under this Agreement,including owned,non-owned,or lured vehicles,with a combined limit of not less than $1,000,000 per occurrence. 3. Professional Liability (Errors & Omissions) in the amount of $1,000,000 per claim and $1,000,000 aggregate limit. 4. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 5. Technology Liability(Errors&Omissions) a.Combined limit of not less than$2,000,000 per occurrence;$4million aggregate or b. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of$4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. The umbrella policy Error!Reference source not found. Professional Services Agreement-Technology Rev.1/2017 shall cover amounts for any claims not covered by the primary Technology Liability policy. Defense costs shall be outside the limits of liability. (a) Coverage shall include,but not be limited to,the following: (i)Failure to prevent unauthorized access (ii)Unauthorized disclosure of information (iii)Implantation of malicious code or computer virus (iv)Fraud,Dishonest or Intentional Acts with final adjudication language (v) Intellectual Property Infringement coverage, specifically including coverage for intellectual property infringement claims and for indemnification and legal defense of any claims of intellectual property infringement, including infringement of patent, copyright, trade mark or trade secret, brought against the City for use of Deliverables, Software or Services provided by Consultant under this Agreement. Technology coverage may be provided through an endorsement to the Commercial General Liability(CGL)policy,a separate policy specific to Technology E&O,or an umbrella policy that picks up coverage after primary coverage is exhausted.Either is acceptable if coverage meets all other requirements.Technology coverage shall be written to indicate that legal costs and fees are considered outside of the policy limits and shall not erode limits of liability. Any deductible will be the sole responsibility of the Consultant and may not exceed $50,000 without the written approval of the City. Coverage shall be claims-made, with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for two(2)years following completion of services provided.An annual certificate of insurance,or a full copy of the policy if requested,shall be submitted to the City to evidence coverage. 10.2 General Insurance Requirements: 1. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. 2. A minimum of Thirty(30)days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten(10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 200 Texas Street, Fort Worth,Texas 76102,with copies to the City Attorney at the same address. 3. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. 4. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 5. Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. 11. Comnliance with Laws.Ordinances.Rules and ReQvla m Consultant agrees to comply with all applicable federal, state and local laws, ordinances,rules and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations,Consultant shall immediately desist from and correct the violation. 12. Non-Discrimination Covenant. Error!Reference source not found. Professional Services Agreemm-Technology Rev.1/2017 Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and obligations hereunder,it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non- discrimination covenant by Consultant,its personal representatives,assigns,subcontractors or successors in interest,Consultant agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 13. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (I) hand-delivered to the other party, its agents, ernployees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: TO THE CITY: City of Fort Worth With Copy to the City Attorney Attn:Fernando Costa at same address 200 Texas Street Fort Worth TX 76102 Facsimile:(817)392-6196 TO CONSULTANT: HEAT Software USA Inc. Attn- Legal Department c%Ivanti 698 West 10000 South,Suite 500 South Jordan,Utah 84095 Facsimile: (719)700-1042 14. Solicitation of EmFloy ees. Neither the City nor Consultant shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this Agreement,without the prior written consent of the person's employer.This provision shall not apply to an employee who responds to a general solicitation or advertisement of employment by either party. I5. Governmental Powers. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 16. No Waiver. The failure of the City or Consultant to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law and Venue. Error!Reference source not found. Professional Services Agreanent-Technology Rev.U2017 This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern District of Texas,Fort Worth Division M Sever_abilit^. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. Force Maieure, The City and Consultant shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeum), including,but not limited to,compliance with any government law,ordinance or regulation,acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority,transportation problems and/or any other similar causes. 20. Headings Not Controlling, Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 22. Amendments. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument,and duly executed by an authorized representative of each party. 23. Entirdl of Agreement. This Agreement,including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Consultant, their assigns and successors in interest,as to the matters contained herein.Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. Coun ernarts. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument.An executed Agreement,modification,amendment,or separate signature page shall constitute a duplicate if it is transmitted through electronic means,such as fax or e-mail,and reflects the signing of the document by any party. Duplicates are valid and binding even if an original paper document bearing each party's original signature is not delivered. Error!Reference source not found. Professional Services Ageemak-Technology Rev.1/2017 25. Warranty of services. Consultant warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30)days from the date that the services are delivered. In such event, at Consultant's option, Consultant shall either(a)use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty,or(b)refund the fees paid by the City to Consultant for the nonconforming services. 26. Milestone Acce to ance. Consultant shall verify the quality of each deliverable before submitting it to the City for review and approval.The City will review all deliverables to determine their acceptability per the criteria set forth in Exhibit A(the Statement of Work)and any design document agreed to as part of a workshop/scoping session The City will signify acceptance of each Milestone Deliverable by execution of the Milestone Acceptance Form, which is attached hereto as Exhibit "C." Each subset of deliverables set forth in Exhibit B (Milestone Deliverables and Cost) shall be a considered a Milestone Deliverable. The City must accept or reject each Milestone Deliverable within five (5) business days of Consultant informing the City of completion.If the City rejects the submission,it will notify the Consultant in writing as soon as the determination is made listing the specific reasons for rejection.The Consultant shall have ten(10)business days to correct any deficiencies and resubmit the corrected deliverable. Payment to the Consultant shall not be authorized unless the City accepts the deliverable in writing in the form attached. The City's acceptance will not be unreasonably withheld. Consultant shall not commence work on any additional Milestone Deliverables until the City accepts the previously delivered Milestone Deliverable. Consultant may invoice the City upon acceptance of a Milestone Deliverable. 27. LYetworkAccess. 27.1 City Network Access. If Consultant, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section "Consultant Personnel"), requires access to the City's computer network in order to provide the services herein, Consultant shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit"D"and incorporated herein for all purposes. 27.2 Federal Law Enforcement Database Access. If Consultant, or any Consultant Personnel, requires access to any federal law enforcement database or any federal criminal history record information system, including but not limited to Fingerprint Identification Records System ("FIRS"), Interstate Identification Index System("III System!'), National Crime Information Center ("NCIC) eF National Fingerprint File("NFF'),or Texas Law Enforcement Telecommunications Systems("TLETS"), that is governed by and/or defined in Title 28,Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police Department, under this Ate, Consultant shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20,as amended,and shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum. No changes, modifications, alterations, or amendments shall be made to the Security Addendum. The document must be executed as is, and as approved by the Texas Department of Public Safety and the United States Attorney General. 28. Immigration Nationality Act. The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility, employment verification, and nondiscrimination. Consultant shall verify the identity and employment eligibility of all employees who perform work under Error!Reference source not found. Professional Services Agreement-Teci mba Rev.1/2017 this Agreement. Consultant shall complete the Employment Eligibility Verification Form(I-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request,provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Consultant shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Consultant shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement.Consultant shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Consultant. 29. Informal Disglute Resolution. Except in the event of termination pursuant to Section 4.2,if either City or Consultant has a claim, _ dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agit,the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim,dispute,or breach.The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten(10) business days of receipt of the notice,both parties shall commence the resolution process and make a good faith effort, either through email, mail, phone conference, in person meetings,or other reasonable means to resolve any claim,dispute,breach or other matter in question that may arise out of,or in connection with this Agreement. If the parties fail to resolve the dispute within sixty(60) days of the date of receipt of the notice of the dispute,then the parties may submit the matter to non-binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect.The mediator shall be agreed to by the parties.Each party shall be liable for its own expenses,including attorney's fees;however,the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation,then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process,the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute. Either patty may, before or during the exercise of the informal dispute resolution process set forth herein,apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 30. 1?eporting Reguirements. For purposes of this section,the words below shall have the following meaning. Child shall mean a person under the age of 18 years of age. Child pornography means an image of a child engaging in sexual conduct or sexual performance as defined by Section 43.25 of the Texas Penal Code. Computer means an electronic, magnetic, optical, electrochemical, or other high-spud data processing device that performs logical, arithmetic, or memory functions by the manipulations of electronic or magnetic impulses and includes all input,output,processing,storage,or communication facilities that are connected or related to the device. Computer technician means an individual who, in the course and scope of employment or business, installs, repairs, or otherwise services a computer for a fee. This shall include installation of software, hardware,and maintenance services. If Consultant meets the definition of Computer Technician as defined herein,and while providing services Error!Reference source not found. Professional Services Agreement-Technology Rev.IR017 pursuant to this Agreement, views an image on a computer that is or appears to be child pornography, Consultant shall immediately report the discovery of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the National Center for Missing and Exploited Children. The report must include the name and address of the owner or person claiming a right to possession of the computer, if known, and as permitted by law.Failure by Consultant to make the report required herein may result in criminal and/or civil penalties. 31. Signature Authority^. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. This Agreement, and any amendment(s)hereto,may be executed by any authorized representative of Consultant whose nacre,title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit"E" and incorporate herein by reference. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 32. Survival of Provisions. The parties'duties and obligations pursuant to Section 4.4(Duties and Obligations),5(Disclosure of Conflicts and Confidential Information), Section 6 (Right to Audit), and Section 8 (Liability and Indemnification)shall survive termination of this Agreement. [SIGNATURE PAGE TO FOLLOW) Error!Reference source not found. Professional Sm icas AsmetnM-TwNwI Y Rev.1/2017 LANDesk Legal Executed in multiples this the 43�day of 2017. AGREED: AGREED: CITY OF FORT //WORTH: HEAT SO U C.: By: a..do C.u,L By Fernando Costa Andy use Assistant City Manager VP of Sales,Americas Date: 3131 Z17 Date:-3,/ / �Z-- -- Contract Compliance Manager: ATTEST: By igni , I ac n edge that I am the person responsible for the monitoring and administration o 's co tra t, in 1 ding ensuring all performance and reporting requirements. By: Name of Employee: mac, i4"cv-�- Title O��,r.OR ....'l�o ,AVSecretary V B le � C APPROVED ",SNNTO FO u'VI AP.1D LEGALiT Y BI K�. By Clu is a R. opez-Reynolds Senior Assistant City Attorney CONTRACT AUTHORIZATION: M&C: P-12010 Date Approved:3/21/2017 Form 1295 Certification No.:2017-171376 6Y OFFICIAL RECORD CITY SECRETARY FT.WORTHS TX Error:Reference source not found. Professional Services Agreement-TechnolW Rev.1/2017 EXHIBIT A STATEMENT OF WORD Error!Reference source not found. Pmfesdoml Services Agreema t-TochwiW Rev.V2017 [Category] PROFESSIONAL SERVICES AGREEMENT City of Fort Worth Premise HEAT Class Migration ,AirM EAT'softwa re Prepared on: March 27, 2017 Error!Reference source not found. Professional Services Agre eniew-Technology Rev.1/2017 1. Services to be provided: HEAT Software shall provide The City of Fort Worth("Customer') with the services listed below to implement the Software and migrate the current data("Project")as proposed in the response to City of Fort Worth Request for Offer 17-0200. 1.1. Solution configuration: HEAT Software,working with City of Fort Worth personnel,will install the HEAT software with the initial modules. These modules will utilize out of the box fiulctionality and are intended to be a foundation for production services. Configuration,Testing and Go-Live: The implementation and configuration uses the outline shown below as a guide for following modules: Modules Functiomility out of the box Tf included Out of the Box Incident Management 0 Create an Incident 0 Status Lifecycle 0 Link a customer to an Incident 0 Priority determined by Urgency and Impact 0 Two-level categorization—Services and respective Categories 0 Create and assign Tasks to resolve the Incident 0 Create Journals 0 Add Attachments to Incident 0 Resolve Tasks by updating status 0 Automated email to customer on new Incident logged 0 Automated email to customer of resolution or closure of an Incident i 0 Automated email to assignee on creation of Assignment 0 Ability to close the Incident 0 View/drill down on Incident Dashboard 0 SLA including Response and Resolution times by Service 0 Audit Histo Included Out of the Box Knowledge Management and additional configuration. 0 Creating Knowledge and approval process 0 Types of Articles 0 Publishing and categorizing an article 0 Searching Knowledge Management Included 0 Out of the Box Self Service 0 Ability to log and view an Incident 0 b clock a4*@ of as lnc� LwInded @ Pim Unagunnit 0 Create Problem 0 Status Transitions 0 Update Subject,Description and Error Message 0 Problem Categories 0 Priority determined by Urgency and Impact 0 Add Workaround information 0 Identify Known Error 0 Record the Root Cause of Problem 0 Create Tasks to resolve the Problem 0 Ability to Create Activity History 0 Add Attachments to Problem 0 Link additional Incidents to the Problem 0 Close the Problem Included 0 Change Management 0 Create Change Record 0 Change Types Error!Reference source not found. Professional Services Agreement-TxhnolM Rev.1/2017 0 Notifications of Change Record to Change Coordinator 0 Change Coordinator review of Change 0 Member Setup for Change Advisory Board(CAB) 0 Change Approval Process 0 Change Category and Justification 0 Create Tasks associated to Change 0 Ability to Create Activity History 0 Change Calendar 0 Ability is view Cbm Ap on CUmp Board Included 0 Service Catalog 0 Configured with service request offerings ■ Single approval ■ Up to S tasks ■ Based on using the included"Out of the Box"templates. Included 0 Configuration Management 0 CI types 0 Import data for 2 Cl types in the HEAT Software approved Format. Included @ Release Management 0 Create Release record 0 Create Milestones 0 Release Phases 0 Release Type and Scope 0 Release Packages Included 0 Service Level Management Included 0 HEAT Mobile 0 Create and view Incidents,Tasks and Notes. Included 0 Surveys 0 Send a survey upon closure of incident and service request. 0 Save the survey answers 0 Survey Dashboard 1.2. HEAT Classic Data Migration: The City of Fort Worth has requested data be migrated from their HEAT Classic Call Log. Below is what is what will be migrated: i. Migrate HEAT Classic Call Log data to the HEAT Service Management Call Log module. All migrated data will be read-only. ii. If Customer has open Call Log items at the time of migration,Customer will be required to create those open Call Log items as incidents within HEAT Service Management. I. Call Log Type forms will be created by the migration tool 2. Call Log Type forms will not be modified to duplicate the HEAT Classic look/feel/function 3. No new Call Log reports would be created. 1.3. Integrations: The Customer requires the ability to connect to 0 Active Directory 2. Implementation Methodology and Associated Activities: 2.1. Implementation Methodology: HEAT Software shall utilize its Accelerated Methodology as a process guideline for the provision of Services and Deliverables. The Project will be comprised of one or more of the following phases ('Phases'): Pre-Project Phase, Scope Phase,Design Phase, Configuration/Development Phase,Test Phase,Go-Live Phase. Error!Reference source not found. Professional Services Agreement-Technology Rev.1/2017 2.2. Description of Activities,Responsibilities,and Customer Obligations: In connection with the Project,the Customer and HEAT Software each have the responsibilities as described below. Where Customer is identified as the Primary Responsibility—these activities are included as Customer Obligations. HEAT Project Prima ry/Secondary, Activity Responsibility Pre-Project Pre-on site Preparation Conference Call covering: HEAT Project Scope and Approach HEAT Workshop Preparation HEAT Database Version/Environment/Hardware Confirmation HEAT Travel Logistics HEAT Installation Acquire and Configure Hardware Note:premise only Customer Software Installation on either Test or Develo ment environment HEAT,Customer Center of Fxcetlenec Stand up Initial Deployment/Tennant HEAT,Customer Load Best Practice Configurations HEAT,Customer Review Technical requirement VPN and AD) HEAT,Customer Schedule additional Configuration HEAT,Customer Scope/Solution Workshop Project Kickoff HEAT,Customer Review Business Processes HEAT,Customer Build Roadma HEAT,Customer Review Technical Architecture Customer,HEAT Define Team Organization Customer,HEAT Refine Estimates HEAT,Customer Walkthrough HEAT Process Models HEAT,Customer Walk throw On-Line Processes HEAT Customer Document Process& Software F/t/GAP HEAT,Customer Define Integration&Data Conversion Plan HEAT,Customer Scope Technical Architecture HEAT,Customer Plan Design Phase HEAT,Customer Desi Solution Set Process,Workflow,Software,Components HEAT,Customer Desi GAP Solutions HEAT,Customer Desi Integration Points and Data Conversion HEAT,Customer Configure Technical Architecture HEAT,Customer Unit Test all Business Components HEAT,Customer Plan Configuration Phase HEAT,Customer Confligure/Develop Configuration Solution Set Process,Workflow, Components HEAT,Customer Configure GAP Solutions HEAT,Customer Configure Integration Points and Data Conversion Customer,HEAT Configure Technical Architecture HEAT Error!Reference source not found. Professional Services Agreement-Tcchnot W Rev.1/2017 Unit Test all Business Components Review Prototype) HEAT,Customer Plan Test Phase HEAT,Customer Build Test Environment Customer,HEAT Migrate HEAT Classic data to non-production environment HEAT,Customer Migrate configured sstem to non-production environment HEAT,Customer System Test all Business Processes HEAT,Customer System Test all Solution Set Components HEAT,Customer Perform SME Training HEAT,Customer Perform User Acceptance Test Customer,HEAT Set up Integrations HEAT Resolution of Test Issues HEAT Plan Go Live Phase HEAT,Customer Mi ate Test to Production Customer HEAT Train Users Customer,HEAT Perform Cutover Customer,HEAT Production Support Customer,HEAT Operational Si off Customer,HEAT 2.3. Project Schedule: For scheduling and planning purposes only,the table below contains location and consecutive Week by Phase. HEAT Implementation Phase Primary Location Week Scope Phase Customer Site Week 1 Configure/Develop re/Develo Phase Remote Week 1 - 10 Test Phase Remote Week 11 Go Live Phase Customer Site Week 11 Error!Reference source not found. Professional Savices Agreement-Twb wkW Rev.1/2011 EXHIBIT B PAYMENT SCHEDULE Error!Reference source not found. Professional Services Agte w*-Tecbm*v Rev.1/2017 AEATsoftwarer Propofe!for City Of Fort Worth RFO M 17-0020 HEAT Serrlea Uawae)WN Profse! 6. Cost EXHIBIT A Price Form Phased Approach Cost PHASE I Assessment/Workshops $6,400 Incident Management $14,000 Problem Management $4,800 Self Service $2,600 Service Catalog $4,800 Mobile $3,200 Change Management $17,600 Configuration Management $8,000 Release Management $4,800 Survey $3,200 Service Level $4,800 Data Migration $9,600 Training $3,750 2 Administrator classes Subtotal for Phase 1 $87,550 PHASE 11 Assessment/Workshops $6,400 Incident Management $14,000 Problem Management $4,800 Subtotal for Phase 11 $25,200 Annual Maintenance See below Total Implementation Cost $112,750 Upgrade to Service Management from Service Desk on $350.00 per seat plus 20%maintenance,pro rated migration program R appganble Additional Cost for adding additional users in groups of 50 $1,100 per concurrent license+20%maintenance Page la of 21 Error!Reference source not found. Professional Saviccs Agnxmew-Teclrwiogi' Rev.1/2017 AEATsoftware hVosel jer aly of Fort'Worth NFO M 17-0020 HEArSarke MmwmwAv Pr#w annuaNy,or pro rated Hourly Rate for Services Outside of the Statement of Work $200 y Paan 19 of 21 Error!Reference source not found. Professional Savices ASrewm t-Technology Rev.1/2017 7 SO/Id1T WSOl Iola: G/ IOt3 Ism DOCTIPIm/Dtta,l, City Lilt P,k, M'.160 Total P,,ce Total Pme Total P,,�� Total P,— C— ItSM Schwre Pnshate Coat HEAT SOFTWARE Part of the 201E 1remW Service Desk Sake IncWles: fflw iahn Foundation,WaklMw,bncident Menadenhal, :1aa,nu NEAT►rernke XrraaMdav MaMldemem„Pra6Mm MenaaemmN, en11 b1 4M1vi.. Software Change M~msM,Confgwathan Ocatims vAW Lkanxi MaasEmaent K�Mtnfll w/4r Maps,Service tis f 3.100.00 f f $ $ - $ c4 snook act (Ferpatwl) Cetalo011000).Self Servi:4)-flIWc,Reponlrill IT to Governance and Audi—Coaracts mull Purchase msMlenuMe order also IncWlled W night need some for MW* vartWelion.CONCURRENT SEATS Yeats 11 LtttN�U/6RAOE ITSM Sohwre Purchase Cost NEAT SOFTWARE 20A PmeAn SaMce ManadanaM Salta Muloltes:Fou,"lon,Wrk0ow,Mcldent Management,Knowledge Mwnpmeat Problem HEAT PaMlx ManaEcnro,Chave MrhedeMaM, SOftwan Canflgrahta Merhadenwnt(CMtlel w/Smka LIS f k2WA0 f 275.00 $37.1” f f f throes Maps,Sarvke Calabo0110001,Self Sarvke, (►etPaoa) F"UW Martademea.RelNaa mwmgw .est Service(erel Maaa0enem,Matisse,RepurftL IT Goventncce cal Atnth,-•Conlrads and Purchase order also Included but aught MM some covRdvaOah.CTIACURRENT SEATS .. ..___ SaMap 37125.00 S $ S MNroerww LICENSE MAINTENANCE _ ITSM Software Purchase Cost NEAT SOFTWARE 201E 1psalaa StrAm Oak Stake kncludes: Few"Jon,workflow.I KMW MNWPM t. K-WkdEv mwwsemad,Problem MMSEW ant Annual Cluster Manteaaaent,C4nfldralrh 1 $E,RM7 $ W933W $ SEE,f33.07 Sfbl41.95 f 71,009.29 Maintenance va—pateat(CMM)rJ Sora Map4 Service Callas"jlwo1,Saw Serviormobaa,Reporting,it Governance and Ausn....001W eat and Pardwse ardor she knkrded but nlg ht hw4d same MilloWaPnR CONCURRENT SEATS MalrHenerue LICENSE UPGRADE MANITENANt:E ITSM Software Purdwse Cash HEAT SOFTWARE 201E PrenW lwvke Mrnadeorent Stade kKbdes:Foundation.Workflow.hidden Management,Krovledp MruE°nent,Problem 3 mucks pro W owntal,Chance Managernsnt. rand Annual CenfldWardan Ma n sEenteM(CM00)w/SeMce 1 S 7.425.00 $ 7,42s.0D S JX&25 S 7-025-00 S 7.047.75 f 7 77.10 makMrhrn r Mahwenance Mays.service Cataleg(IWD(,Sew Sw*e, lam3/3S/17 skhasWl Manadenrent,Release Mauflcnent a li/1Q/17 Service level MonaSnorwot Msblle,RapnUryl,IT Governance aM AUdn....Contraeta and Wrdhase rdar she klchkItl but ntldht seed same c.n Watbn CONCURRENT SEATS 3 Yew Pre Pay option _ S $74,35E-07 S 76,511"1 S 70AM47 otkar 0 0 Other Coss <ProvWa Daft- S - f • $ f Teta llwauMN Man 1$30,90I.23 1$74,3EE.W 1$7ti,Sf0.01 $ MOM? Taal Makw.rrrnc.AOrstrowa t Overs h S/3S/L70 Error!Reference source not found. Professional Services Agreement-Technology Rev.112017 EXHIBIT C MILESTONE ACCEPTANCE FORM 9 Error!Reference source not found. PmfessioW Savices Agrerman-TechoolM Rev.117 MELESTONE ACCEPTANCE FORM Services Delivered: Milestone/Deliverable Ref.#: Milestone i Deliverable Name: Unit Testing Completion Date: Milestone/Deliverable Target Completion Date: Milestone E°Deliverable Actual Completion Date: Approval Date: Comments(if needed): Approved by Consultant: Approved by City Department Director: Signature: Signature: Printed Name: Printed Name: Title: Title: Date: Date: For Dbvdoc Use Only Contracted Payment Amount: Adjustments, including penalties: Approved Payment Amount: Error!Reference source not found. Professional Services Agm=wt-Tec hwo Rev.1/2017 EXHIBIT D NETWORK ACCESS AGREEMENT Error!Reference source not found. Professional Se vices AEreanert-TecbvmAop Rev.1/2417 NETWORK ACCESS AGREEMENT This NETWORK ACCESS AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a home rule municipal corporation with its principal location at 1000 Throckmorton Street,Fort Worth,Texas 76102, organized under the laws of the State of Texas and situated in portions of Tan-ant, Denton and Wise Counties,Texas, and HEAT Software USA, Inc. (aka Ivanti)with its principal location at Colorado Springs,Colorado,("Contractor"). 1. The Network.The City owns and operates a computing environment and network(collectively the "Network"). Contractor wishes to access the City's network in order to provide installation and configuration for HEAT Service management on premise solution. In order to provide the necessary support,Contractor needs access to Network systems, Le,Internet,Intranet,email,HEAT System,etc. 2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's Network for the sole purpose of providing installation and configuration for HEAT Service management on-premise solution. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy),of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Contractor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor. Access rights will automatically expire one(1)year from the date of this Agreement.If this access is being granted for purposes of completing services for the City pursuant to a separate contract,then this Agreement will expire at the completion of the contracted services, or upon termination of the contracted services, whichever occurs fust. This Agreement will be associated with the Services designated below. ❑ Services are being provided in accordance with City Secretary Contract No. ❑ Services are being provided in accordance with City of Fort Worth Purchase Order No. ® Services are being provided in accordance with the Agreement to which this Access Agreement is attached. ❑ No services are being provided pursuant to this Agreement. 4. Renewal. At the end of the first year and each year thereafter,this Agreement may be renewed annually if the following conditions are met: s 4.1 Contracted services have not been completed. 4.2 Contracted services have not been terminated. 4.3 Within the thirty(30)days prior to the scheduled annual expiration of this Agreement,the Contractor has provided the City with a current list of its officers,agents,servants,employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. 5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may not share the City-assigned user IDs and passwords.Contractor acknowledges,agrees and hereby gives its authorization to the City to monitor Contractor's use of the City's Network in order to ensure Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants, employees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny Error!Reference source not found. Professional Services Agreement-Technology Rev.1/2017 Contractor access to the Network and Contractor's Data, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. 6. Termination.In addition to the other rights of termination set forth herein,the City may terminate this Agreement at any time and for any reason with or without notice,and without penalty to the City.Upon termination of this Agreement,Contractor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Contractor,its officers,agents, servants,employees and/or representatives to access the City's Network. 7. Information Security. Contractor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Contractor agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network,including but not limited to, theft of Contractor-owned equipment that contains City-provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City-provided Network credentials,and unauthorized use or sharing of Network credentials. 8. LIABILITY AND INDEMNIFICATION. CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT CONTRACTOR MAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO CONTRACTOR'S DATA ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY. IN ADDITION, CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS,PROPERTY DAMAGE AND/OR PERSONAL INJURY,INCLUDING DEATH,AND ALL CLAIMS, DEMANDS AND JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES. CONTRACTOR, AT CONTRACTOR'S OWN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM,LAWSUIT,DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 9. Confidential Information. Contractor, for itself and its officers, agents, employees, and representatives,agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City.Contractor further agrees that it shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access,modify,delete or otherwise corrupt City Information in any way.Contractor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 10. Right to Audit. Contractor agrees that the City shall,during the initial term,any renewal terms, and until the expiration of three(3)years after termination or expiration of this contract,have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of the Contractor involving transactions relating to this Agreement. Contractor agrees that the City shall have access during normal working hours to all necessary Contractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section. The City shall give Contractor Error!Reference source not found. Pmfessional Services Agree nait-TecdnobW Rev.V2017 reasonable advance notice of intended audits.Contractor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall,during the initial term,any renewal terms, and until expiration of three(3)years after termination or expiration of the subcontract,have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 11. Agreement Cumulative.This Agreement is cumulative of and in addition to any written contracts, agreements,understandings or acknowledgments with the City signed by Contractor.This Agreement and any other documents incorporated herein by reference constitute the entire understanding and Agreement between the City and Contractor as to the matters contained herein regarding Contractor's access to and use of the City's Network. 12. Amendments. The terms of this Agreement shall not be waived,altered,modified,supplemented, or amended in any manner except by written instrument signed by an authorized representative of both the City and Contractor. 13. Assignment.Contractor may not assign or in any way transfer any of its interest in this Agreement. Any attempted assignment or transfer of all or any part hereof shall be null and void. 14. Severability.If any provision of this Agreement is held to be invalid,illegal or unenforceable,the validity, legality and enforceability of the remaining provisos shall not in any way be affected or impaired. 15. Force Majeure. Each party shall exercise its best efforts to meet its respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including,but not limited to,compliance with any government law,ordinance or regulation,acts of God, acts of the public enemy,fires,strikes,lockouts,natural disasters,wars,riots,material or labor restrictions by any governmental authority,transportation problems and/or any other similar causes. 16. Governing Law/Venue.This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement,venue for such action shall lie in state courts located in Tarrant County,Texas or the United States District Court for the Northern District of Texas,Fort Worth Division. i 17. Signature Authority. By affixing a signature below, the person signing this Agreement hereby warrants that he/she has the legal authority to bind the respective party to the terms and conditions in this agreement and to execute this agreement on behalf of the respective party,and that such binding authority has been granted by proper order,resolution,ordinance or other authorization of the entity.The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. [SIGNATURE PAGE TO FOLLOW] Error!Reference source not found. Professional Savies Agreement-Technology Rev.V2017 ACCEPTED AND AGREED: CITY OF FORT WORTH: HEAARus US nc.(aka Ivand): By: La•.aCo C�O� By: Fenvlando Costa A Assistant City Manager VP of Sales Americas Date: 3Z3/Z/7 Date: -37il APP OVED AS TO FORM AND LEGALITY: L besk Le ai By: Christa Reynolds Assistant City AttorneyOBT 0x A7ary By: .Kayser Secretary M&C: P-12010 OFFICIAL RECORD CITY 311CRIETARY FT. WORT#4 -rX Error!Reference source not found. Professional Services A6rean o-Technoba Pcv.1/2017 EXHIBIT E VERIFICATION OF SIGNATURE AUTHORITY Error!Reference source not found. Professional Savices Agreement-TccbrxgoV Rev.1/2017 VERIFICATION OF SIGNATURE AUTHORITY HEAT Software USA,Inc.(aka Ivanti) 8415 Explorer Drive,Suite 150 Colorado Springs,CO 80920-1034 Services to be provided: Provide installation and configuration for HEAT Service management on-premise solution. Execution of this Signature Verification Form ("Form')hereby certifies that the following individuals and/or positions have the authority to legally bind Contractor and to execute any agreement,amendment or change order on behalf of Contractor. Such binding authority has been granted by proper order,resolution, ordinance or other authorization of Contractor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Contractor. Contractor will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. City is entitled to rely on any current executed Foran until it receives a revised Form that has been properly executed by Contractor. 1. Andy Se: VP Sal ,Am e ' LANDesk Lega► ture 2. Name:Mark C.McBride Position: CFO Signature 3. Name: Mitch Rowe Position: EVP,Worldwide Sales Signature Name: Signature of Pruident/CEO Other Title: Date: Error!Reference source not found. Professional Services Agreement-T=br4kW Rev.WOO EXHIBIT F KULA Error!Reference source not found. Professional Services Agmenma-Twk*k y Rev.IM7 HEAT SOFTWARE END-USER LICENSE AGREEMENT('EUS')(GSA Feb 2016) THIS EULA SETS FORTH THE TERMS AND CONDITIONS UNDER from Your computers,desboyl aN copies of the Lbtnsed Sgftwane.and, WHICH NEAT SOFTWARE USA plc. (HEAT SOFTWARE-). upon request from HEAT SOFTWARE. cairft In wrflIn You GRANTS TO YOU(-='OR-CUSTOMER")THE RIGH USE compttance harmdl. THE HEAT SOFTWARE PRODUCTS AND ACCOMPANYING DOCUMENTATION ORDERED AND PAID FOR 6Y YOU ! escrlo+Ien Tamoorary ieersec C YOU licensed Vee UC&tW (COLLECTIVELY Software on a 'subscription' (Or ttrnitd 1:1714) D346 { License'k then You may only use the,Lkensed Software during tot Cme period that YOU have contracted am pard for 4 ailed 1. License Gwent rubj11 q lit!tl/ms and OOndlions of 6►N EULA. Term:} You agree MX Wort exptatbn of the Subscription Term,the HEATS grains q Cticbrrtef, and Customer RMlicensesgranted herein OWlem9llat!and he Uceniea software may accepts upon do".a tiahexchslre and norWansierable right to autonavaalry cease tonnctbn. Sim",t the Ltpensed Sottwant Is rse only the ettegitable Version (mai source cone)of the Licensed provided on a roar. evanotlon, pool or ober temporary oasts Software for CustDrners Menial bu gine"purposes r'r rs n 'I.am notwltritanang anything to the con"to 2 probe or Atitmortaatl U»_YOU may use ill!Uctnte0 +OlhNare Sections 1. 5 or eliewl*re In Wi EUIh rte Lberied Software Is oft-V as expre$6ry permzted under the EULA and n accordance+nqh provided on an ASIS OXIS*WW warranty.You may a"use the the user guwaes and other documentation stepped Wqh the Licensed LkiFTW � put the Shain 3d p HEAT Software(con ectrrely,' IIlO! CV}.HEAT SOFTWARE tWess) SOFTWARE(and t non!spiralled.teen I!0 more man 3D days).at 1110 receives any tights not expressly granted In tus EULA.Your tight to end of r SOhIM the Il ay 316 granted 11lfeh [teal 411106. !! and ole Lbenied 5ofrware may autortuticalry Cease to tilCdDti. Temporary use to LICented Software It amlted to tee member of strvtgz. Licenstt may also be terminated bf OO N&M-Oe by HEAT utet(t),asters.11140ttAt.databaiet OM.toodeeuve ) flat YOU lean!Ordered and paid for.A7 L6Ceflsld ry.S�updates. OFTWARE upgradt5, or new release$ (corecCmy,100w)are provided to S. EAy1". Al licenses and npts granted umdw 04 EULA by You on a it ~excharge bash and suo)ect to that EtKX 6 HEAT SOFTWARE are AWIect to ttmety reoept by HEAT SOFTWARE an Update You votituJ danly minate You right b use My p e of payment An payments must be made wtMtn tray(30)days or Version of the Licensed Sotnrare. provided.timeylr,flat You may Invoice. unless otheM4$e agreed In&V"by an 310111ortzed HEAT contmn to use previous versions sally ID assist YOU in trof itioning SOFTWARE officer. to tho Update and for IYitorlCilfardlQvklg putpotes.YOU agile to allow C. IW r$r snty. HEAT SOFTWARE waaa ill; flat tee Licensed HEAT SOFTWARE to audt You use of the Licensed Software W Saetare[other than Tempofary Licenses)will pertorm tlbstur aty in mlly Your compliance with Your License Lens.AuM rights shall be accatdaru:e with Its Do timentarton for a penia of FM@ty(90)days subject to Your reasonable Securities pdbles as applied to ad of Your folowing delivery of 1411 Licensed SaRware.That 1101ted twarranly at vendors.and may only be penbtthed once every W011re(12)months, aced If failure of the Licensed Sofas Mals Qom accident abuse. 3 modltcatflpn.or misuit.HEAT SOFTWARE does not warrant mat tthe Licensed oftware Wit Meet YoLff a Trws 116 a license onty and no$tae passes q Licensed sedS oftir will be Whle(R�error It" all You 1h the excep on of the teense grantad under flat EULA.HEAT defects wit be corrected.The wurudy and rainady set 100 In 20 SOFTWARE Waft 311 right tet4,and interest to it*Licensed Sotware EULA are exclusive and In sou of al other warranties and famectsi, and ail related htewcukv Property,and proprietary t°9ds.-YOU tip not orae or wrtpen,expres$ed of I mpled. remove or obscure any copyright notch,logos,or other ptbpntbry Waft nodes of legends M the LICented Software. Except as pmvlded above. HEAT SOFTWARE 01SCUUMS ALL D. Tert±tary Res'tmmr. Tel! ttrver(s) oil wnldh the Liuxrhied WARRANTIES.EITHER EXPRESSED OR 111PLlED.WITH RESPECT TO THE LICENSED SOFTWARE. ITS QUALITY, PERFORMANCE, Software and any related database(i)art stored must be located and NON-tNFRINGEMENT. MERCHANTA41L1TY. OR FITNESS FOR A remain In i40 SWIlIC geographic region anis You have ordered the PARTICULAR PURPOSE. LIM"d Software Tire rW4V3ni gtographb rigors are. (t) trc European Union.(2)Nor$►imentiL(3)Sarah Amer"(a)AU&M C You belteve the Licensed Sottwate does not meet hs Limed and New Zeaiand.(5)AMC3.and(fi}nor al other geograpnlc regions. Warrant'. You mist nobly HEAT SOFTWARE In ern"whish the the spedreowin"where You have ordered the Licensed Software wan" period. HEAT SOFTWARE's entire UNly and Your e. DOAvative Works.Reverse 9001fieerno.You may not create anexClusM remedy with regard to the LIm110111 Warfartly.1eN be,at HEAT decorative works to the Licensed So"We except to facilitate Your SOFTWAREY SM dliaretiah, emir flpit or replacement of ate auftfized use of ale Licensed Software.provided that Your use of Licensed Software of a reMd of the amount p7W to HEAT Such WAed 0e11V300 works k subject to it"EULA. YOU may dot SOFTWARE for the Licensed Sollware(provided In that Case that You modify, dea"Plle, translate. disassemble of reverse erlghta he also return 011e Liens"Softwa!} L.ieenstd Software except t the law$of Yaw jtriadbttin pimfibe the 7. Indemn11lestlon.HEAT SOFTWARE WS,at Its expemit.defend enfiroernent of such pnolNbmons but men only to$fie extent 3mmy and pay arty settlement amounts Of 43maget aoRTMd by a court of permitted,and for the IimItld purposes spec"coaWnpiawd.by Mai prtsdteton artsing out of any third party clwn against You hat Vet ap "tie law. Licensed Sofas as used subject to hoe terms and multfans of that it. Commercial ExO1011atIOA. You may not(tlitlbute,fent, leas! of EULA Infringes any copyright,tridemak traft secret of U.S.patent "niter he Licensed SaflYgre or an pabah tlMreo.You may not use owned Of controlled by toe hid Party -)- YOU Me Licensed SWWJM.Or any portion teeleaf,In a CMVMMW hosing, agree hat HEAT SOFTWARE SIM be released Of he foregoing aw"don slrVice pmvwror some DWUU errvim mmt. obigatXW unless p)HEAT SOFTWARE IS not11t0d promptly In wrOfg e. Non Prriducdarl Caetee.You may make ill!copy at the Lensed by You Of any such loam, (!1} You fel cooperate With HEAT Software for ia,ektepQi9 purposes and as perini t it h ole SOFTWARE,at HEAT SOFTWARn expense,in a maisonabte way to Documentatlart The omglmal Copy of the Licensed Saltware and al faciItate he settlement or deftrut of such clalm_NOEtnftlKtanf11ng the copies that You may mate may not leave Your conwf If the Licensed foregoing. HEAT SOFTWARE WO have 110 UMAY hereWWer 10 the Software at promded fit tesnrg, evaruaton or other nonproduction extent the IMriigement Clain arses out of(A)You modiftcartions no purposes.You may not use It In a pfaauetah or Ivo*nWorrrlend and autanzed by HEAT SOFTWARE.(E)he cat"Mon of use of the You right to use the Licensed Software Is Imlted Ii accordance wih LJM6&d Software with pMduCM not Prawllled Of MCMW►endea Dy Ow terms rmaer which You received It HEAT SOFTWARE N he Infringement*orad hM open avoided but for a"combinaobn of use. (C)tse of$Ile Licensed Softem aper written nohhce of he c4irned infringement has Dern rtWveg by You. s. TermRerminafaon W(0)Your failure to use an Update Ir it*ItNMgaMISM WOW hire i That EULA MN terfraln h eftea until terminated pursuant 110 thus been avoided by the use of the Update.Should the Licensed Software Stolons UL may terminate tits EULA until at any trop by despursuant to t at become.or h HEAT SOFTWARE's opwnlon It"to DeeOme.salb)ect 10 of You copies of the t.lkersed Sonware.Upon any ter riatlon.You for inMngetrieVi Cram teen HEAT 6mg th uc obi er4tr(a)p+bciat agree 10 cease all use of the Licensed Sofanam,remove all copies row Customer tK right q con11rnuee using re L+othatd Software. r1(b) teplaee a mhX11ry elle Lrcerried „bfl9vare so that t became$ rl0n- rC"Ywneea Fav 3"61 P"e r et7 Error!Reference source not found. Professional Services Agreement-Tocbno lrgy Rev.1IM17 Infdngtrlg and Pertomss In a substantially 61MIlM manner to the brional P066110 trot game economx0 eReex as the o""M prCmwt6)and five Product or(c)upon Mire or(a)or(b),despite tie reaso taboe efforts remainder of the EULA shall remain In fiM tore and effect. of HEAT SOFTWARE, terminate Uqs EULA and alum the Awse be 12- XkUj==p TN6 EULA conciltutei the erdlre agrelahlard You Pala for the LicenTION S .S FOR prorated ower a tout(a}year We DY Wften You and HEAT SOFTWARE relating 10 the weenie IAp U for spm.TML: SECTION E'S SOLE LI YOUR EXCLUSIVE REMEDY the Licensed Saft tie (and any sutGeWent orders of aftbr aJi AND NEAT SOFTWARES OLE LIABILITY WTfN RESPECT TO t IM"LIMU Or neer HEAT SOFTWARE prDMJCts),and any aadtfbn- WFRINGEMENT CLAIMS. S. Lisbillty LImIte THE LICENSED SOFTWARE IS NOT n a TOMto.or a ly O of.�EULA 0ti be andbg�the t r of Cay f wring mty executed bT You aver an attthbdald omtoer�HEAT DESIGNED OR INTENDED FOR USE IN ANY MEDICAL OR SOFTWARE.THE TERMS AND CONDITIONS OF ANY CUSTOMER NUCLEAR SYSTF&M,OR FOR ANY OTHER MISSION CRITICAL PURCHASE ORDER ARE ONLY BINDING ON HEAT SOI7WARE IF APPLICATION IN WHICH THE FAILURE OF THE LICENSED THEY ARE AGREED TO IN WRITING BY AN AUTHORIZED NEAT SOFTWARE COULD CAUSE SUBSTANTIAL PROPERTY DAMAGE. SOFTWARE OFFICER AND IN A DOCUMENT OTHER THAN THE PERSONAL INJMY OR DEATH, HEAT SOFTWARE DISCLA W PURCHASE ORDER FORM. YOU may not transfer She L 00"d ANY LIABILITY FOR USE OF THE LICENSED SOFTWARE IN ANY SO1lware or assign 00 EULA without MEAT SOFTWARES pw SUCH APPLICATION(S). widen Consent am my attempt Dy YOU to do so will of void and TO THE MAXNAUM EXTENT PERMITTED BY APPIICAKE LAW. Otloul effect eado that You may assign Your 0"and oodgaftm AND EXCEPT FOR LIABILITY ARISING UNDER THE hwunder In oannodw suer"a merger.aoglisklon or sate of all ar INDEMNIFICATION PROVIDED IN SECTION 7 ABOVE, HEAT �tantafy all of Your 24-113 6u4W to COmpOance twin HEAT SOFTWAREVS ENTIRE LIABILITY UNDER THIS EEM WLR. BE �TWME's sOn6d-tratl ie d VMVIIrequireme2 for such acOUptmenti lftlfe LIMITED TO THE AMOUNT PAID BY YOU TO HEAT SOFT'+YARE Lbinietl SalOease tf aCgUl(e0 ttrougn a Rese4r.You agree Ella!(1) FOR THE LICENSED SOFTWARE. 1N NO EVENT WILL HEAT this EULA cons4111AK the entire agreement between You and HEAT SOFTWARE BE LIABLE FOR INDIRECT,SPECILL INCIDENTAL OR SOFTWARE �" the Licensed SCfhllaa! (NO tit! I&IMS and CONSEQUENTIAL DAMAGES ARISING OUT OF Teff USE OR candniong°f mypurchase order°f my other agrl AREManden You INABILITY TO USE THE LICENSED SOFTWARE,nciudng witout Res ie Rese6er areEA S bllldtrlg an MEAT SOFTWARE);AffaMed(t)the UMOOM Oanages lar o61 Polls.IDK Of CM11011 Of data.WIti l Reseller a not HEAT .the terms or ager"and K not SOFTWARE b Procurement or 6ulnutute teoinoiogy or servtbei.even it advised or al ale amend or m malldiry the fermi al ills EULA. HEAT any so ARE ss the PO4s10#ty of such damages.The Ponies agree drat 1M�Itaabns pray no reany R s#tle or a walianty te0h regard b arty party and ex clusloni of wo ty and drsaamers spelled n ON EULA Seat a by any Reseller. TTM prover or tattle of LA I Party e swAw and a"*van f the pmtted remedies are found to rave I~ deemerC ed a any an m Mor r�under EU�not tx of they essential puupose. 9. EXECUTED BY AUTHORIZED REPRESENTATIVES OF EACH OF re L9➢g1 In Youana,You midi Comfy Soft ra v Includingle wit and THE PARTIES AS OF THE DATE INDICATED BELOW. regulations in Your use of tiff LicerKed SOthtat! 6wgaany rafotrt 16ntiati0n4 any Unntd States or fotegn Export COIiIon laws or regulations,and al applkaole data pnXeMn.SPAM,pmracy laws and Customer Sgnatuve regul ation.AS part or the nformati on process You may pUM tater gppatw- Il nulre�D, /7 InlbrfratfOrx.Any per-Cheri Information oo6eCtld(t)elf be u-ed solely (� for regl6trabW and license WM audning P1sp06e6 and to ptov6le You rrifh Important nlbnnaW about the LICen"d SOIhrtEare, (2)Will be -I;lers Nasse B T.oe I stored In Computer server- vM tmlted access that are W.Vad In controlled facilities, (3)may to stored and pmcessed in the United Sig ting✓erre / State- of other country and by using the Lkinsed Soldrare. You CUSTOMER Conger"to any such ftWer of YAormation outside Of You country.(4) Com an Na=me may be stated roori fe ti as " e EULA 16 n effect(5100 not be Street Address: snared wlln any government agency, prtva6e orgale=aWL or the puck. except that Cusbmeri Corporate name may be used as a CRY.state,zip• rerefence company In the context of sales pres"lafon-and lrartetng Telephone: ac vm*6. 10. TNt;SECTION FacamJe: APP S HLY O li NSING OR USE BY THE FEDERAL Ema GOVERNMENT OF THE UNITED STATES.The L611nsed SO TAWe 16 provided MAth RESTRICTED RIGHTS. Use,dupkAN,or 41160041.1re by the federal 90vIDIMMO t 16-tlblld b re6111 ted fgtM-a6 tet forth 10 HEAT SOFTWARE subparagraph (C) W The Rights In T/athical Data and Computer Signature: Sallware clause at 252.227-7014 tar DOD contracts and at FAR(48 CFR $2.227-19) for Civilian agency Contracts or other Comparable Signers Name S TAU* agency clauses. Sving Date: 11. AWAUMM It any provIslon 0 this EULA Is untift abre Or Invadd.such provlslon(6)shut to amended to alnieve as nearly as (UM v.nb r.s 2MAI P4"242 Error!Reference source not found. Profmmonul Services Agreement-Technology Rev.IMP EXHIBIT G MAINTENANCE AGREEMENT Error!Reference source not found. Professional Services Agteenzt-Techoo&W Rev.1/2017 HEAT SOFTWARE MAINTENANCE AND SUPPORT(MILS)TERMS d CONDITIONS(March 2015) The following Terns and Conditions VAareomem govern the MAS services Your MAS ermmales, and You late►remctale M&S services.You vii be olAred by HEAT Software and ordered and paid for by you (*VMC or charged a reinstatement fee. You we responsible lot any and all bdard. ' er7: stale,domwiax provincial or local sales.use.persawl propertli.excise,at 1. VaiClitwm Mandenswo ooeshsts of updates,upgrades. hug lues, offer twtes,hies a duties rotated to this Agreement(other tarn tams based and new releases or versions of validly Licensed Solware ad such tune as on HEAT Sc hnare's net inoonhe). HEAT Software meshes them avalabta generally to al of as customers. & Wrtar Ki .HEAT Sclerae warrants thea the M&S services presided to AMointernance may,but does not necessarily updates,�ea.hug Customer under On Agreement shag be perlormed with due care.and'n a inns and new nnlaases a versions d any Perth software m the pidesaional and woouhw*o manner. HEAT Software does not othennse Licensed Scltware.All Mwntmence deliveries are subject to the appkabb warrant Me accuracy or corr*kdewu of arty services presided pursuant to End User boom Agreement('>r1JLe')fo the Licensed Software. the Agreement HEAT SOFTWARE DISCLAIMS ANY AND ALL OTHER 2- _ WA ES. EXPRESS, IMPLIED OR OTHERWISE IN CONNECTION (aJ Support art*& You to telephone assistance at HEAT Software's WITHTHTHE SUBJECT OF THIS AGREEMENT VENT.UNDER ANY THEORY OF LA with the Licensed Software. Support d cull only ata SHALL E1 n PAH1Y HE1 ISLENO TO THE OTHER FOP ANY INDIR CT business days Monday through Friddaay�during normal business hours_After. SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST hours maw will be charged at HEAT Software's then current rapes and PROFITS ARISING OUT OF OR RELATED TO THIS AGREEMENT,EVEN costa HEAT Sotwre atmos to respond to telephonre mcluides v ato 4 IF A PARTY IS ADVISED OF THE POSSIBILITY THEREOF. TO THE business hours std al other nquirinn within 2 bwiness days Stppout MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW HEAT requests may be handfed by any d HEAT Sdware's olfices or ampblen SOFTWARE'S LIABILITY UNDER THIS AGREEMENT SHALL NOT worldwide. EXCEED THE PREPAID AND UNUSED PORTION OF YOUR M&S FEES (b) Support wig be prwhded only ter those questions and issues lorwarded PAID TO HEAT SOFTWARE. HEAT SOFTWARE SPECIFICALLY to HEAT Solwane ham Customer's internal help desk support SM.not each DISCLAIMS ALL RESPONSIBILITY FOR ANY SERVICES PROVIDED BY individual kensed user.HEAT Software will attempt to answer Your specific ANY PARTNER OR ANY OTHER THIRD PARTY. queaions.however Support is o%ted to You an a good tab,difgot eHart 7. If any pronrisioe of the Agreemwo is unenforceable or basis a*.and HEAT Software may not be ode to resolve every request for irwalld,such praisonis)shall be amended to achieve as nearly as possible Support.Support is provided for orgomg use of the Licensed Softi it a wgrnel gakws)and the remainder of not eoended to be a substitute for traimg or prolosocinal services necessary the Agreement shot reman in lull force andefkd. for tee iT&nenterien or system redesign of the Licensed Software,which a TiAgreement the Tis Agrment constitutes entire agreement areCOMMwdine scope of this Agreement. AN such and other seniors, between You and HEAT Software rekating to MAS services (arc any Including without imitation on-site asoslarhoe, einem pmglammitng, subsequent orders d MAS services Lor eddroanal license Limas a new database and network administration, and cusrom designed reports and HEAT Software products which cel increase Your MAS fees). and any forms.may be provided pawl to a separate agreement by HEAT Software adr&ians to, or modifications of,this Agreement will be binding upon the or Your wthonted HEAT Software Partner. parties only if in a writing duly executed by You and an authorized offueer of (c) Support is available lot the oxwent and immediately procedngversi in of HEAT Software. THE TERMS AND CONDITIONS OF ANY CUSTOMER the Licensed Software. and for any version released w)tnin eightacm(te) PURCHASE ORDER ARE ONLY BINDING ON HEAT SOFTWARE IF THEY months of the dean,of the Support request,ptwrded that Customer and HEAT ARE AGREED TO IN WRITING BY AN AUTHORIZED HEAT SOFTWARE Schware are pries to a tutees MAS agreement. Support lot third party OFFICER AND IN A DOCUMENT OTHER THAN THE PURCHASE OLDER sobwre products bundled with HEAT ScAware Licensed Software is FORM.Unless ahermse agreed to by HEAT Software You will not be able to available according to t err manufacturer's support policies. pruchaw additional licenses d the Licensed Soflrare 4 You are not curent (d) Unless otherwise stated.Support does not 1 1,1s,any d the following: on MAS.You may renew MAS on one group of dependent HEAT Software G) suppormig database products, including without imift, set-up and produc(s) twithou renewing M6S on another group of HEAT Software alerabon andor wriiguraton of database Products, and database or (s)that are determined to be distinct and separate from the first database aonrac6ri;r saftwaae specific wrors: G) resolving network 9nsrp•Proved that the deter.,motion whether products(s)are distinct and wort statim or emuonmemal errors not directly related to the Licensed sepwoo o all HEAT Sahvwre's solo discretion. You may assngn ft Sdwao; W) supporting any Licensed Software working an or with wry Agroement a* in eonrection with a proper and valid assignment of the version of any database.operaig system or similar hardware or software corresponding EUA to the mum permitted thereunder,provided that You product or system that is not apes b:*identified as mteroperabte with the give written notice of such assigrunent to HEAT Sotaware. HEAT Software ssppeeae�ic verson d the Licensed Software (and excludes any may freely assign this Agmmwd to a purchaow d that portion of HEAT Bata or novo biedvenwoes of such produetslsy supporting any Software's business to which this Agreement relates, to the surviving Licensed Software o ustom¢ations(dnarnfps to the Licensed Solwoe made corpora)ionn in the event of a merger.and to any affiliate or third party whom outside of the producl'a administration interface);(v)supporting any Licensed HEAT Software sutuorizes to provide MAS lot to Licensed Software of the Sdwre being used in a mercer for which it was not clesigirmixf i ature aMemplated hereby.if You ordered or we prof ded the MAS services (e) It is Your responsibility Io make and maintain adequate bade-ups.In no through a Reseller.You agree that G)this Agreement constia&as the orrere event wiN HEAT Sdawre be respon�ble for Ice data agreement between You and HEAT Softwsm regarding the MAS services e TanmEAT Solation. (and the tarns and conditions d any purdnaso order a any other agreernem between You and the Reseller are not binding on HEAT Software);and W the (a) MAS services are offered en an arnnua bass(each,a-Term),and will Reseller a rrot HEAT Sdtware's agent and is not autha¢ed to alter,amend mat autoicali renew at the ontd d each Temp unless either poly provides the or modify the terms of this Agreement The waiver or failure of either poly to other party with a wntten notice of its intent not to renew at least thirty(30) exercise m any respect caryy right pprroavided la n uric Agreement will not be days before the end d the thertappicable Term.H You elect'not to renew, doomed a waiver of any brther or future ugh under this Agreement. M&S may later be reinstated through payment of the fees described under By signing below.Customrr hereby agrees to this Agwament: (bees.- Authcren Signature(please lbf This Agreement will aurtonhaticrtlfy Ienmrnate as to each Lroerhsed signhere♦}: Sdwane upon termumbon of to EULA corresporviting to such Licensed So wore_ You may also larmnate this Agreement: lar oonwernience d any s ante&Tale time but You will not be entitled to a rehmd of any paid Fees an such event. (c) If a HEAT Sollware breach remains uncured more thm one mrnth after Sowling Dalw ,3 3/ /7 HEAT Software raaarwean wan notice from You d such breach,You mmaayy terminate this Agreement for breach and receive a pro-rata roAmd of the G Customer COMPANY Name: Ives paid to HEAT Software. Any such refund shat be Your exckums SUM Address. notedw,and HEAT Software's sole liability.for HEAT Softwares breach of Gly,State.Zip- 41. EVA You will be invoiced poor to any"tial or renewal Term and You Telephone agree to make payme is to HEA Software no later then tlwry(30 days from invooe. HEAT Softwares obligations hereunder are uuuboct to Your timet' Fac&rnrb paymerd,and it HEAT Sdware does ns,receive limey payanant for products or services provided by HEAT Software to You. HEAT Sohatere may ma mvnsdat*tetmin ie or suspend this Agreemem. Unless HEAT Software otheerise instruct.You will direGy pay HEAT Software for MaS renewers.If Error!Reference source not found. Professional Services Agreenw tit-Technology Rev.1/2017 ACO DATE(MWDD/YYYY) �� CERTIFICATE OF LIABILITY INSURANCE F3/31/2017 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(les)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT pam Christensen NAME: Diversified Insurance Group PHONE Exti: (801)325-5000 Alc No:(801)532-2804 136 E. South Temple Street E-MADDRES:pchristensen@diversifiedinsurance.com Suite 2300 INSURERS AFFORDING COVERAGE NAIC# Salt Lake City IIT 84111 INSURERAGreat Northern Ins. Co. 20303 INSURED Ivanti Holdings, Inc. (fka Landesk Group Inc) INSURERB:Federal Ins. Co. 20281 and its subsidiaries as per the attached schedule INSURERC:Pacific Indemnity Co. 20346 and subject to the respective policy definitions INSURER D: 698 West 10000 South, Suite 500 INSURER E: South Jordan IIT 84095 INSURER F: COVERAGES CERTIFICATE NUMBER:2016 Liability REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR POLICY NUMBER MWDD MM/D X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 �OCCUR DAMA ES RENTED A CLAIMS-MADE 1 PREMI ES Ea occurrence 000,000$ � X 36035865 9/28/2016 9/28/2017 MED EXP(Any one person) $ 10,000 PERSONAL BADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY❑PRO LOC PRODUCTS-COMP/OP AGG $ 2,000,000 JECT OTHER: Employee Benefits $ 1,000,000 AUTOMOBILE LIABILITY COMBINED INGLE LIMIT $ 1,000,000 Ea accident A ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULED 73590843 9/28/2016 9/28/2017 BODILY INJURY(Per accident) $ AUTOS AUTOS X HIRED AUTOS Ix NON-OWNED PROPERTY DAMAGE $ AUTOS Per accident $ X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 20,000,000 B EXCESS LIAB CLAIMS-MADE AGGREGATE $ 20,000,000 DED I X I RETENTION 0 79897627 9/28/2016 9/28/2017 $ WORKERS COMPENSATION AND EMPLOYERS'LIABILITYY/N X STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE N/A E.L.EACH ACCIDENT $ 1,000,000 C OFFICER/MEMBER EXCLUDED? (Mandatory in NH) 71753917 9/28/2016 9/28/2017 E.L.DISEASE-EA EMPLOYE $ 1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below I I I E L.DISEASE-POLICY LIMIT $ 1,000,000 A Technology E&O/CYBER LIAB. 36035865 9/28/2016 9/28/2017 LIMIT $10,000,000 [CLAIMS MADE FORM] RETRO DATE: 9/28/2010 DED./PER CLAIM $250,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached If more space Is required) Certificate holder is shown as Additional Insured in regards to the general liability coverage. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Fort Worth THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 200 Texas Street ACCORDANCE WITH THE POLICY PROVISIONS. Fort Worth, TX 76102 AUTHORIZED REPRESENTATIVE (� Spencer Hoole/RMS1✓ -�.''�- ©1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD INS025 rgnuntl M&C Review Page 1 of 3 Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FolaWbuH COUNCIL ACTION: Approved on 3/21/2017 REFERENCE13P17-0020 HEAT DATE: 3/21/2017 NO.: **P-12010 LOG NAME: SOFTWARE UPGRADE SB CODE CODE: P TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Execution of a Service Agreement with Helpdesk Expert Automation Tool Software Company, Using a Cooperative Contract in the Total Amount Up to $392,840.00, to Upgrade the Information Technology Service Management Software for the Code Compliance and Information Technology Solutions Departments for an Initial Three-Year Term (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize the execution of a Service Agreement with Helpdesk Expert Automation Tool Software Company, Using a General Services Administration Contract No. GSA- GS-35F-485DA in the total amount up to $392,840.00 to upgrade the Information Technology Service Management software for the Code Compliance Department and Information Technology Solutions Departments for an initial three-year term. DISCUSSION: The City of Fort Worth's Code Compliance Department, Information Technology Solutions Department(ITS) and the Help Desk Division currently operate Information Technology Service Management (ITSM) software to manage work requests from citizens and Staff. Although the software version in use is still supported by Helpdesk Expert Automation Tool Software Company (HEAT), the newest software version, HEAT Software 2016 Premise Service Desk Suite (ITSM 7.1.4), provides significant enhancements over the previous versions. Solid Waste, ITS and the Help Desk are all impacted by the newer product release and both stand to receive the benefit of upgrading to a newer version. The ITS supports the upgrade project and agrees that Code Compliance and ITS Departments will collaborate on this project. In addition, HEAT will provide system maintenance and support for the initial three year period. Funding this upgrade will replace an outdated and inefficient software program. The upgraded software platform's annual maintenance and support services will assist the City's staff in resolving service issues in a timely manner. In addition, the upgrade will correct software issues that have limited the capability for effectively enforcing the Solid Waste program guidelines, billing additional service fees and developing program improvements for operational cost savings. Improved delivery of Solid Waste services and interacting with City residents electronically and through the City's Call Center will be enhanced with correct information and allow employees capability to communicate while out in the field; both saving operational costs and improving customer service to our residents. Lastly, this upgrade will allow Staff to build future functionalities into the software system directly and without additional contracted programing expenses. System Upgrade Cost Breakdown: http://apps.cfwnet.org/council_packet/mc review.asp?ID=24450&councildate=3/21/2017 3/31/2017 M&C Review Page 2 of 3 Year 1 2017 $237,364.32 (Includes Implementation and Maintenance -$112,750.00 for implementation, $11,275.00 contingency, $113,339.32 (Maintenance-3/22/17 through 8/31/18) Year 2 2018 $76,588.81 Maintenance—9/1/18 through 8/31/19 Year 3 2019 $78,886.47 Maintenance—9/1/19 through 8/31/20 Total $392,839.60 SOLICITATION -A Request for Offers (RFO)with detailed specifications for the software upgrade was released on November 17, 2016 to firms holding Cooperative Purchasing Agreements to provide this solution. The evaluation factors included ability to meet RFO requirements, company references, company experience, project approach, methodology and implementation plan, and cost. Seven vendors were solicited from the purchasing vendor database system; one response was received. The offer was reviewed by an evaluation committee comprised of Staff from the Code Compliance and ITS Departments. M/WBE OFFICE-A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Purchasing Division and approved by the M/WBE office. In accordance with the BDE Ordinance, because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. ADMINISTRATIVE CHANGE ORDER-An administrative change order or increase may be made by the City Managers in the amount up to $100,000,00 and does not require specific City Council approval as long as sufficient funds have been appropriated. AGREEMENT TERMS - Upon City Council's approval, the Agreement will begin on the date fully executed by the parties for a three-year term expiring August 31, 2020. RENEWAL OPTIONS -This Agreement may be renewed for one one-year renewal period upon written Agreement, provided the General Services Administration renews its cooperative contact. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available within the existing appropriations of the Solid Waste Fund for these expenditures and that prior to an expenditure being made, the participating department has the responsibility to validate the availability of funds. BQN\17-0020\SB TO rund"epartrnent Account Project Program Activity Budget Refe�# Jmount ID ID Year Cha FROM Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 Submitted for City Manager's Office by: Fernando Costa (6122) Originating Department Head: Brandon Bennett(6322) Aaron Bovos(8517) Additional Information Contact: Sheila Baker(8356) Jack Dale (8357) http://apps.cfwnet.org/council_packet/mc review.asp?ID=24450&councildate=3/21/2017 3/31/2017 M&C Review Page 3 of 3 ATTACHMENTS HEAT 1295 SIGNED.pdf http://apps.cfwnet.org/council_packet/mc review.asp?ID=24450&councildate=3/21/2017 3/31/2017 P-12010 C CERTIFICATE OF INTERESTED PARTIES FORM 1295 lofl Complete Nos.i-4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2017-171376 HEAT Software USA Inc. Colorado Springs,CO United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 02/24/2017 being filed. City of Fort Worth Date Acknowledge 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. FRO 17-0020 training and data migration and implementation for HEAT software Nature of interest 4 Name of Interested Party City,State,Country(place of business) (check applicable) Controlling I Intermediary 5 Check only if there is NO Interested Party. X 6 AFFIDAVIT I swear,or affirm,under penalty of perjury,that the above disclosure is true and correct. BARBARA K DIGGS NOTARY PUBLIC STATE OF COLORADO 9 NOTARY IDM 26004005865 "n MY COMMISSION EXPIRES FEBRUARY 28.2020 Signa re of authorized agent of contracting business entity AFFIX NOTARY STAMP/SEAL ABOVE Sworn to and subscribed before me,by the said be A Y, V\ be IA this the day of , 20_��to certify which,witness my hand and seal of office. Signature of officer administerin` oath i' Printed name of officer admini ri g oath Title of offic administering oath 9:- Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.277