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HomeMy WebLinkAboutContract 42760CRY SECWARY CONTRACT NO. PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ( "Agreement ") is made and entered into by and between the CITY OF FORT WORTH (the "City "), a home rule municipal corporation situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Susan Alanis, its duly authorized Assistant City Manager, and FrontRange Solutions USA Inc., (the "Consultant" or "Contractor "), a Colorado corporation and acting by and through Franklin P. Huang, its duly authorized VP and General Counsel, each individually referred to as a "party" and collectively referred to as the "parties." CONTRACT DOCUMENTS: The Contract documents shall include the following: 1. This Agreement for Professional Services 2. Exhibit A — Statement of Work plus any amendments to the Statement of Work 3. Exhibit B — Network Access Agreement 4. Exhibit C — Signature Verification Form 5. Exhibit D — Front Range Maintenance and Support (M &S) Terms and Conditions 6. Exhibit E — Front Range End User License Agreement All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents, the terms and conditions of this Professional Services Agreement shall control. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional consulting services for the purpose of implementing FrontRange License Compliance software. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A," Statement of Work, more specifically describing the services to be provided hereunder. 2. TERM. This Agreement shall commence upon the date that both the City and Consultant have executed this Agreement ( "Effective Date ") and shall expire on March 31, 2012 ( "Initial Term "), unless terminated earlier in accordance with the provisions of this Agreement. 3. COMPENSATION. The City shall pay Consultant the amounts set forth on each respective Statement of Work and as set forth in Exhibit A, and the attached Quotation and Order Confirmation. Payment under this Agreement shall be for an amount of $213,740.00 ( "Contract Amount "), inclusive of all costs, licensing fees, training and services as set forth in Exhibit A. In the event estimated services exceed the Contract Amount as set forth in Exhibit A, the parties may execute a change order to administratively increase the Contract Amount. Any amount paid by the City in excess of $213,740.00 shall be added and included in the total of 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. Professional Services Agreement FrontRange Solutions USA Inc. t3iheQiha7'� Y 4. TERMINATION. 4.1. Written Notice. The City or Consultant may terminate this Agreement, with regard to services, at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non - appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, 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. 4.3 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. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 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. Consultant, for itself and its officers, agents and employees, further 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. 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. Consultant shall clearly mark any information given to the City that Consultant deems "confidential" or "proprietary." The following shall not be considered confidential or proprietary information subject to this Section 5: (i) the terms of this Agreement; (ii) information that (a) is publicly known prior to disclosure; (b) is disclosed by a third party without the existence of any confidentiality or fiduciary obligation with respect to such information; or (d) is disclosed as required by law. If City is required to disclose any portion of Consultant's confidential information, including, without limitation, pursuant to the terms of a subpoena or other similar document, City shall give Consultant as much prior written notice as is reasonably practicable, prior to such disclosure to permit Consultant to seek a protective or similar order. City shall secure and protect Consultant proprietary information in the same manner and to the same degree it protects its own proprietary information, using no less than a reasonable standard of care recognized within the state of Texas; however, Consultant understands and acknowledges that City is a public entity under the laws of the State of Texas, and as such, all documents held by the City are subject to disclosure under Chapter 552 of the Texas Government Code. If City is required to disclose any documents that may reveal any Consultant proprietary information to third parties under the Texas Government Code or by any other legal process, law, rule or judicial order by a court of competent jurisdiction, City will give Consultant as much prior written notice as is reasonably practicable, prior to such disclosure to permit Consultant to seek a protective or similar order. Professional Services Agreement Revised January 2012 FrontRange Solutions USA Inc. 6. RIGHT TO AUDIT. Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this contract, or the final conclusion of any audit commenced during the said three years, 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 Contract 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 reasonable advance notice of 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, or the final conclusion of any audit commenced during the said three years 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 reasonable notice of intended audits. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges and work performed under this agreement, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, 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 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. Consultant retains all right, title and interest, including copyright and patent rights, in and to any know -how, ideas, inventions, concepts, drawings, models, designs, formulas, methods, information, works of authorship, computer software, documents and tangible items created by Consultant in connection with its provision of services to City (the "Developments "). Subject to City's payment in full for the Services, Consultant grants to City a limited, non - exclusive, non - transferable license to use the Developments for its internal business purpose on terms similar to the EULA governing the City's use of the Consultant's software separately licensed by City. 8. LIABILITY AND INDEMNIFICATION. A. LIABILITY - CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND 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. Professional Services Agreement Revised January 2012 FrontRange Solutions USA Inc. 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 KIND 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) ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. C. INFRINGEMENT INDEMNITY- FrontRange will, at its expense, defend and pay any settlement amounts or damages awarded by a court of final jurisdiction arising out of any third party claim against You that the Licensed Software as used subject to the terms and conditions of the EULA, attached hereto as Exhibit E, infringes any copyright, trademark, trade secret or U.S. patent owned or controlled by the third party ( "Infringement Claims "). You agree that FrontRange shall be released of the foregoing obligation unless (i) FrontRange is notified promptly in writing by You of any such claim; (ii) FrontRange has sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; and (iii) You will cooperate with FrontRange, at FrontRange's expense, in a reasonable way to facilitate the settlement or defense of such claim. Notwithstanding the foregoing, FrontRange will have no liability hereunder to the extent the Infringement Claim arises out of (A) Your modifications not authorized by FrontRange, (B) the combination or use of the Licensed Software with products not provided or recommended by FrontRange if the infringement would have been avoided but for such combination or use, (C) use of the Licensed Software after written notice of the claimed infringement has been received by You, or (D) Your failure to use an Update if the infringement would have been avoided by the use of the Update. Should the Licensed Software become, or in FrontRange's opinion likely to become, subject to an Infringement Claim, then FrontRange will either (a) procure for Customer the right to continue using the Licensed Software, or (b) replace or modify the Licensed Software so that it becomes non - infringing and performs in a substantially similar manner to the original product, or (c) upon failure of (a) or (b), despite the reasonable efforts of FrontRange, terminate the EULA and return the license fee You paid for the Licensed Software. THIS SECTION SETS FORTH YOUR EXCLUSIVE REMEDY AND FRONTRANGE'S SOLE LIABILITY WITH RESPECT TO INFRINGEMENT CLAIMS D. LIMITATION OF LIABILITY. EXCEPT FOR DAMAGES TO TANGIBLE PROPERTY OR PERSONAL INJURY CAUSED BY CONSULTANT, ALL LIABILITY OF CONSULTANT SHALL BE LIMITED TO THE CONTRACT AMOUNT. NEITHER PARTY SHALL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR LOST DATA, OR ANY OTHER INDIRECT DAMAGES, WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN INFORMED OF THE POSSIBILITY THEREOF. 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, excepting that Consultant may assign its rights and obligations hereunder, without requiring prior consent of the City, in connection with a merger, acquisition or sale of all or substantially all of its assets. Consultant shall provide the City with advance written notice of any such merger or acquisition. 10. INSURANCE. Consultant shall provide the City with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant Professional Services Agreement Revised January 2012 FrontRange Solutions USA Inc. to this Agreement: 10.1 Coverage and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate (b) Automobile Liability $1,000,000 Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non -owned (c) Worker's Compensation - Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease - per each employee $500,000 Disease - policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act (Art. 8308 — 1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee (d) Technology Liability (E &O) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit 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 Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, or a separate policy specific to Technology E &O. Either is acceptable if coverage meets all other requirements. Coverage shall be maintained for the duration of the contractual agreement. An annual certificate of insurance shall be submitted to the City to evidence coverage. 10.2 General Requirements (a) The commercial general liability policy 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. Professional Services Agreement Revised January 2012 FrontRange Solutions USA Inc. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. (c) Consultant shall provide the City with a minimum of thirty (30) days notice of cancellation or reduction in limits of coverage. 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, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. (d) 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. (e) Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement. 11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS. Consultant agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this agreement will also 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. 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 (1) hand - delivered to the other party, its agents, employees, 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: City of Fort Worth Attn: Susan Alanis, Assistant City Manager 1000 Throckmorton Fort Worth TX 76102 -6311 Facsimile: (817) 392 -8654 With Copy to the City Attorney At same address Professional Services Agreement FrontRange Solutions USA Inc. FrontRange Solutions USA Inc. Attn: General Counsel 5675 Gibraltar Dr. Pleasanton, CA 94588 Facsimile: (719) 799 -1042 Revised January 2012 14. SOLICITATION OF EMPLOYEES. 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. 15. GOVERNMENTAL POWERS /IMMUNITIES It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 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. This Agreement shall be construed in accordance with the laws of the State of Texas.. 18. SEVERABILITY. 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 MAJEURE. 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, 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, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement. 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised 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, which is executed by an authorized representative of each party. Professional Services Agreement Revised January 2012 FrontRange Solutions USA Inc. 23. ENTIRETY OF AGREEMENT. This Agreement, including the schedule of 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. Any changes, alterations, or modifications to this Agreement may only be effected through a mutually - signed writing executed by the Parties. THE TERMS AND CONDITIONS OF ANY CITY PURCHASE ORDER ARE ONLY BINDING ON CONSULTANT IF THEY ARE AGREED TO IN A SIGNED WRITING BY CONSULTANT AND IN A DOCUMENT OTHER THAN THE PURCHASE ORDER FORM ITSELF. 24. COUNTERPARTS. 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. 25. WARRANTY OF SERVICES. Consultant warrants that its services will be of a professional quality, will conform with the items outlined in the SOW 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 breach occurs. 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. EXCEPT AS EXPRESSLY STATED IN THE PRIOR SENTENCE, FRONTRANGE MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICES, THEIR QUALITY, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. Any time or materials incurred by Consultant to re- perform the services shall be at Consultant's sole expense. 26. 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. 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 this Agreement. Consultant shall complete the Employment Eligibility Verification Form (1 -9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all 1 -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. Professional Services Agreement Revised January 2012 FrontRange Solutions USA Inc. 28. INFORMAL DISPUTE 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 Agreement, 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 parry'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 parry 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 party 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. 29. 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 name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "C" 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. [SIGNATURE PAGE FOLLOWS] Professional Services Agreement Revised January 2012 FrontRange Solutions USA Inc. IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this 10 day of �1�Ji'1�� , 20L. ACCEPTED AND AGREED: CITY OF FORT WORTH: aSusaltllanis nt City anageerr Date: d ATTEST: , NONE,FNA&MA113011, 5L911%W s> ' APPROVED AS TO FORM AND LEGAI B: Male is B. Farmer Assista t City Attorney CONTRACT AUTHORIZATION: M &C: C -,;Q5,39) Date Approved: /,;? - J 3 - 1 I Professional Services Agreement FrontRange Solutions USA Inc. FRONTRANGE SOLUTIONS USA INC: By: Name: Al?tzx two 40ct- Title: Date: k Zyl Z- oOOOO��� o � a 0o a o ? HIE G)" R�ttisb J6nuary , 2012 OP ID: SO CERTIFICATE OF LIABILITY INSURANCE 1 DgT 12 /22DIYYYY) 12!22111 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 pollcy(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 610-279-85550 The Addis Group, Inc. 2600 Renaissance Blvd. Ste 100 610 - 279 -8543 King of Prussia, PA 19406 -2772 Ingrid D. Abell CONTACT NAME- PHONE FAX A/C o Ext A/C No): E -MAIL PROODDUCER CUSTOMER 1p FRONT -1 INSURERS AFFORDING COVERAGE NAIC# INSURED FrontRange Holding Inc. and Subsidiaries 1150 Kelly Johnson Blvd Colorado Springs, CO 80920 INSURER A.-Travelers Property Casualty 25674 INSURERB :Travelers Indemnity Co of CT 25682 INSURER C; Travelers Casualty and Surety 19038 INSURER D• EACH OCCURRENCE INSURER E: A INSURER F; X COVERAGES CERTIFICATE NUMBER: 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. NSR TYPE OF INSURANCE POLICY NUMBER MOIDD F /DD LIMITS GENERAL LIABILITY -Ma EACH OCCURRENCE $ 1,000,0 A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE � OCCUR X H6309344N896TIL10 09130111 09130/12 DAMAGE TO R NTI-D occurrence) $ 1,000,00 MED EXP (Any one person) $ 10,00 PERSONAL &ADV INJURY $ 1,000,00 GENERAL AGGREGATE $ 2,000,00 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS- COMPIOP AGG $ 2,000,00 POLICY PRO LOC $ AUTOMOBILE LIABILITY EO COMBINED INGLE LIMIT -- $ 1,400,00 ANY AUTO BODILY INJURY (Per person) $ ALL OWNED AUTOS BODILY INJURY (Par accident) $ A SCHEDULED AUTOS +tIREDAUTOS BA9365NO6310TEC 09/30/11 09/30/12 X PROPERTY DAMAGE (Per accident) $ X NON -OWNED AUTOS $ UMBRELLA LEAS X OCCUR EACH OCCURRENCE $ 5,000,00 AGGREGATE $ 55,000,00 A EXCESS UAB CLAIMS -MADE HSMCUP9344N896TL10 09130111 09130112 DEDUCTIBLE $ X $ RETENTION 10,000 B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR /PARTNERIEXECIITIVEY /N OFFICERIMEMBER EXCLUDED? (Mandatory In NH) It yea, describe under DESCRIPTION OF OPERATIONS below NIA I X I HACRUB7220C56310 09130111 09130112 WC STATU- OTH- TORY LIMITS E EL. EACH ACC IDENT $ 500,00 EL, DISEASE -EA EMPLOYEE $ 500,00 El DISEASE - POLICY LIMIT $ 600,00 A Professional E &O E0642366 09/30/11 09/30/12 Occur 5,000,00 Intellec Prop incl Aggregate 5,000,00 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (Attach ACORD 101, Additional Remarks Schedule, If more space Is required) The City of Ft. Worth TX, Its employees officers, officials, agents, and volunteers are included as an a ditiona� Insured with regard to the General LiabiElty policy as per terms and conditions of the policy. A Waiver of Subrogation is included under the Workers Compensation policy as per terms and conditions of the policy. FTWORTH City of Fort Worth Attn: Maleshla Farmer 1000 Throckmorton St Fort Worth, TX 76102 -6311 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE jxy-�d a .fit ©1988 -2009 ACORD CORPORATION. All rights reserved. ACORD 26 (2009/09) The ACORD name and logo are registered marks of ACORD EXHIBIT A STATEMENT OF WORK Professional Services Agreement Revised January 2012 FrontRange Solutions USA Inc. City of Ft. Worth nal Services Statement of Work This Statement of Work ( "SOW') is made as of ( "SOW Effective Date ") by and between FrontRange Solutions USA Inc. ( "FrontRange" or "FRS ") and City of Ft. Worth ( "Customer "). 1. General Information FrontRange Client Executive Name: Kim Feno lia Address: 1150 Kelly Johnson Blvd. Suite 100 Colorado Springs, CO 80920 USA Phone: Office: 719.532.7320 Mobile: 720.234.5400 Fax: 719.799.1153 E -mail: Kim.Fenoglia@FrontRange.com Customer Project Manager Name: Vickie Thomas HDA: Address: Phone: Office: Mobile: Fax: E -mail: Vickie.Thomas@fortworthtexas.gov Sites at which Services are to be performed Address: FRS Solution Center ✓ Customer Location Customer P.O. # 2. Services to be Provided: FrontRange shall provide Customer with the following Services and/or Deliverables to implement the Software ("Project"), subject to Customer's responsibilities and obligations described in parts 3 and 5 below: Discovery and LM Implementation to include the following: - FrontRange Discovery.Web ■ Deploy (10,000) Discovery Agents (FRS consultant will demonstrate how to roll out the client so City of Ft. Worth can continue roll out after the on -site) • Configure hardware, software, and location audits • Network device discovery using our LANProbe technology • View resulting data in the Discovery web -based console - FrontRange License Manager • Install and sync Discovery inventory data • Enter license data (5) Example: Adobe • Review reconciled inventory items FrontRange Solutions Proprietary and Confidential, 2011 Page 1 • Review catalog items • Run Compliance Reports 3. Implementation Methodology and Associated Activities: ial Services Statement of Work 3.1 Implementation Methodology: FrontRange 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 "): Scope Phase, Design Phase, Configuration/Development Phase, Test Phase, Go -Live Phase. 3.2 Description of Activities, Deliverables, and Customer Obligations: In connection with the Project, Customer and FrontRange each have the responsibilities as described below. Where Customer is identified as the Primary Responsibility - these activities are included as Customer Obligations. Attached also are a list of more detailed activities. FrontRange Solutions Proprietary and Confidential, 2011 Page 2 Activity Primary Responsibility Design/Configure Phase - FrontRange Discovery.Web FRS Primary ■ Deploy (10,000) Discovery City of Ft. Worth Secondary Agents (FRS consultant will demonstrate how to roll out the client so City of Ft. Worth can continue roll out after the on -site) • Configure hardware, software, and location audits • Network device discovery using our LANProbe technology • View resulting data in the Discovery web -based console - FrontRange License Manger • Install and sync Discovery inventory data • Enter (5) license data provided by City of Ft. Worth for example: Adobe • Review reconciled inventory items • Review catalog items • Run Com liance Report FrontRange Solutions Proprietary and Confidential, 2011 Page 2 Statement of Work 3.3 Project Schedule: For scheduling and planning purposes only, the table below contains Location and consecutive Week by Phase. Discove / LM implementation Phase Primary Location Week Design/ConfigurationPhase Customer Site Week 1& 2 Test/Go Live Phase Customer Site Week 2 Discove Training Options Phase Primary Location Week Training with Manual Customer Site 2 day class Training with Manual Virtual 2 day class 4. Consulting Resources: The Actual Start Date will be coordinated with the Customer. Additionally, a project plan will be delivered once the date has been scheduled with more detailed information. 5. Change Order: The Change Order process described in this section will apply to any additions, deletions or modifications to the Services and/or Deliverables as listed in this SOW. This process will apply to new components as well as modifications of existing components of the SOW. Before any desired changes may be made to any particular Service or Deliverable a Change Request form in the format attached as Appendix A must be completed. The Customer will submit a written Change Request to the FrontRange Client Executive. Proper completion of this form will describe the change, the reason for the change, and the effect it may have on the Project as a whole - including cost. Both FrontRange Solutions and the Customer must sign the Change Request Form to authorize any change to the SOW. 6. Additional Terms: 6.1 Current EULA and End User Maintenance and Support Agreement: Throughout the provision of Services, Customer will maintain a valid license for the Software, and will remain a current subscriber to Maintenance and Support Services for the Software. . The term "Maintenance and Support Services" shall have the same meaning as in the End User Maintenance and Support Agreement. 6.2 Access to Administrator: It is imperative that a System Administrator be identified and that this individual be available to the FrontRange Consultant(s) at all times during the onsite. 6.3 Facilities: The FrontRange Consultant(s) will be provided with reasonable access to a conference room, white board, phone, and internet access while they are on -site performing services within the scope of this project. FrontRange Solutions Proprietary and Confidential, 2011 Page 3 ,sional Services Statement of Work 6.4 Title; Improvements. FrontRange retains all right, title and interest, including copyright and patent rights, in and to any know -how, ideas, inventions, concepts, drawings, models, designs, formulas, methods, information, works of authorship, computer software, documents and tangible items created for Customer by FrontRange in connection with FrontRange's provision of services to Customer (the "Developments "). Subject to Customer's payment in full for the Services, FrontRange grants Customer a limited, non - exclusive, non - transferable license to use the Developments for Customer's internal business purpose on terms similar to the license agreement governing Customer's use of the FrontRange software separately licensed by Customer. 6.5 Warranty. Consultant warrants that its services will be of a professional quality, will conform with the items outlined in the SOW 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 breach occurs. 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. EXCEPT AS EXPRESSLY STATED IN THE PRIOR SENTENCE, FRONTRANGE MAKES NO WARRANTY OR REPRESENTATION, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE SERVICES, THEIR QUALITY, PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. Any time or materials incurred by Consultant to re- perform the services shall be at Consultant's sole expense. 6.6 Limitation of Liability. Except for damage to property or personal injury caused by FrontRange, all liability of the parties shall be limited to the Services fees paid by Customer under this SOW. This limitation of liability is cumulative and not per incident. In no event shall either party be liable for any incidental, special, or consequential damages, lost profits, or lost data, or any other indirect damages, whether arising in contract, tort (including negligence) or otherwise, even if the other party has been informed of the possibility thereof. No action, regardless of form, relating to or arising out of any services may be brought by either party more than two (2) years after the date of completion of such services. 7. Fees: The following estimated costs are for all FRS Services delivered in accordance with this SOW. Economic Summary Phase Phase Duration Total Hours Total Estimate Discovery/LM Consultant 13 days 104 $32,000 Instructor for Training Class (on -site) 2 days 16 $6,000 Instructor for Training Class (virtual) 2 days 16 5 000 Estimated Total Depends on Training Option 15 days $37,000 - $38,000 All Fees are estimated. Customer will be billed for actual time and materials. Customer is a tax exempt entity and is not liable for any taxes under this agreement. All payments for fees and expenses must be made within thirty (30) days of invoice. In the event FrontRange Solutions Proprietary and Confidential, 2011 Page 4 City of Ft. Worth assional Services Statement of Work invoices are not timely paid, FrontRange may suspend and/or terminate services, in addition to such other remedies it may have at law or in equity. 8. Expiration of Offer: The offer set forth in this SOW is valid only through January4i, 2012 and in the event this SOW is not executed by such date, the offer is rescinded, and all terms are null and void, and neither party shall have any obligation in relation hereto. IN WITNESS WHEREOF, the parties below have accepted, agreed, executed and signed, via original signature or facsimile, by the duly authorized persons for each party. This Agreement may be executed in counterparts. FRONTRANGE SOLUTIONS USA INC. By: 1 By: Name: Kimb@4 A. Fien a C- ~ w- L PP Name: Title: Di na (A�Title: Date: Z�u rL Date: Address: 5675 Gibraltar Drive Pleasanton, CA. 94568 Telephone: 800.776.7889 Facsimile: 719.799.1153 Email: legal afrontranQe.com Web Site: www.frontran eg com City of Ft. Worth I T A /V tSTAAi (;1 T Y 41.41444 CA �±0 ( I Address: 1 OOV •7'1{0- c2CKMc i? rV ! Fog —i U'DYZ TN , Tu 7G I o 2 Telephone: pI '7,3q,;? Did Facsimile: 917,322 03 L!03 (/ Email: - 5um!i, ALAyj S 6) OkW MEYA5, kv Web Site: .— � wµ w , R>QT t tc�/ J-E , 6,, d V APPROVED AS TO FORM AND LEGALITY: As 7—P M& "�) .Msistaht City Attorney FrontRange Solutions Proprietary and Confidential, 2011 Nge 5 Appendix A City of Ft. Worth sional Services Statement of Work Change Request Form Change Request No.: Requester Name: Requester Company Name: Date Requested: Response Requested By: Customer P.O. Number: Change Requested: Estimated Schedule Impact: Estimated Cost Impact: Change Request Approved: FRONTRANGE SOLUTIONS USA INC. By: By: Name: Name: Title: Title: Date: Date: City of Ft. Worth FrontRange Solutions Proprietary and Confidential, 2011 Page 6 Front;�',m 3' 5 0 L U T 1 O N 5' ' Lane, Todd FrontRange Solutions USA Inc. 1150 Kelly Johnson Blvd.,Suite 100 Colorado Springs,Co 80920 USA Quotation and Order Confirmation s City Of Fort Worth Vickie Thomas i 275 W. 13th Street s Fort Worth TX 76102 United States f Date 10/26/2011 Quote # USA -1751 Quote Expiration 1/10/2012 Thank you for your interest in FrontRange's products and services. We are pleased to provide you with the following quotation: Frontrange License Compliance i Frontrange License Compliance Maintenance /Support Until April 30, 2012, Customer may place orders directly with FrontRange (and not via a FrontRange reseller) for additional `FrontRange License Compliance' licenses at S the same price per license as listed on this Order; provided that Customer places this Order on or before December 30, 2011. 3 Years Annual Maintenance & Support (1095 days) at 15% Discount enteo Consulting Services Enteo Consulting Services per the statement of work provided. Prices in US Dollar 100001 12.90 10000 i 6.61 1 38,000.00 19,350.00 1 109,650.00 0.00 66,090.00 0.001 38,000.00 r ; i 3 j I Total $213,740.00 Maintenance & Support term will start on the date of invoice and end 364 days thereafter unless otherwise noted above. Multi -year Maintenance & Support contracts must be prepaid in advance for the entire multi -year term. Unless otherwise noted, all prices noted above are exclusive of taxes, VAT and other handling charges. This quote will expire on the date noted above (and if blank, shall be 30 days from the date of issue), and all prices are subject to change without notice. Y1 iedAuSignature & Date for: City of Fort Worth SusAti ALAN /S, Print Name & Title of Authorized Signatory BY SIGNING THIS QUOTATION & ORDER CONFIRMATION, CUSTOMER HEREBY AGREES AS FOLLOWS: CUSTOMER HEREBY ORDERS AND AGREES TO PAY FOR THE ITEMS LISTED IN THIS DOCUMENT, SUBJECT TO THE TERMS AND CONDITIONS OF THE APPLICABLE FRONTRANGE END -USER LICENSE AGREEMENT, MAINTENANCE & SUPPORT (OR ESCALATION) TERMS & CONDITIONS, AND /OR PROFESSIONAL SERVICES TERMS & CONDITIONS. ANY TERMS AND CONDITIONS OF ANY OTHER PURCHASE ORDER DOC�UMEhLT ---, f� SHALL NOT BE VALID OR BINDING UNLESS AGREED TO IN WRITING BY A FRONTRANGE EXECUTIVE OFFICEAMffTNA 6bCUMENT OTHER THAN THE PURCHASE ORDER. NONPAYMENT TO FRONTRANGE SHALL BE GROUNDS FOR TERMIMATION QR y1UTHKQtQbN6 W FRONTRANGE PRODUCTS AND /OR SERVICES. Email for legal notices legal @frontrange.com PROPRIET4RY & C0NF1QENF7AL EXHIBIT B NETWORK ACCESS AGREEMENT 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 implementation services of the FrontRange License Compliance software. In order to provide the necessary support, Contractor needs access to [the City's ITSM server, Internet, and Intranet.]. 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 implementation services. 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 first. 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: 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 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. 5.1 Notice to Contractor Personnel — For purposes of this section, Contractor Personnel shall Professional Services Agreement FrontRange Solutions USA Inc. 12 Revised January 2012 include all officers, agents, servants, employees, or representatives of Contractor. Contractor shall be responsible for specifically notifying all Contractor Personnel who will provide services to the City under this agreement of the following City requirements and restrictions regarding access to the City's Network: (a) Contractor shall be responsible for any City -owned equipment assigned to Contractor Personnel, and will immediately report the loss or theft of such equipment to the City (b) Contractor, and /or Contractor Personnel, shall be prohibited from connecting personally- owned computer equipment to the City's Network (c) Contractor Personnel shall protect City- issued passwords and shall not allow any third party to utilize their password and /or user ID to gain access to the City's Network (d) Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic Communications Resources as described in the City's Administrative Regulation D7 (e) Any document created by Contractor Personnel in accordance with this Agreement is considered the property of the City and is subject to applicable state regulations regarding public information (f) Contractor Personnel shall not copy or duplicate electronic information for use on any non -City computer except as necessary to provide services pursuant to this Agreement (g) All network activity may be monitored for any reason deemed necessary by the City (h) A Network user ID may be deactivated when the responsibilities of the Contractor Personnel no longer require Network access 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. ACCEPTED AND AGREED: CITY OF FORT WORT / By: anis A CiTger / Date: In I �t5 pv4� A FRONTRANGE SOLUTIONS USA INC.: By: f Name: ,> PA-%, W o ucF Title: &&".A "sa Qn Date: ►"i By: 1lVlYv '" o" Ci Secretary 0 0 0000p000000000.0 APPROVED AS TO FO AND LEG G'xA,S B Assistant City Attorney M & C: none required Professional Services Agreement FrontRange Solutions USA Inc. 13 le: u. C,16,) RBvised January. ?012 EXHIBIT C VERIFICATION OF SIGNATURE AUTHORITY Full Legal Name of Company: Front Range Solutions USA, Inc. Legal Address: Services to be provided: Execution of this Signature Verification Form ( "Form ") hereby certifies that the following individuals and /or positions have the authority to legally bind the Company and to execute any agreement, amendment or change order on behalf of Company. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Company. Company will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by the Company. 1. Name: kpkttho w6Lr-(= Position:,,�„�, Signature 2. Name: Position: Signature 3. Name: Position: Professional Services Agreement FrontRange Solutions USA Inc. 14 Realised January 20V , The following Terms and offered by FrontRange and ordered and paid for by you(" You" or "Customer"): 1. Maintenance. Maintenance consists of updates, upgrades, bug fixes and new releases or versions of validly Licensed Software at such time as FrontRange makes them available generally to all of its customers. Maintenance may, but does not necessarily include updates, upgrades, bug fixes and new releases or versions of any third -party software included in the Licensed Software. All Maintenance deliveries are subject to the applicable End User License Agreement ( "EULA ") for the Licensed Software. 2. Support. (a) Support entitles You to telephone assistance at FrontRange's published number, and /or assistance via E -mail or other automated processes, with the Licensed Software. Support is currently available on business days Monday through Friday during normal business hours. After -hours support will be charged at FrontRange's then current rates and costs. FrontRange strives to respond to telephone inquiries within 4 business hours and all other inquiries within 2 business days. Support requests may be handled by any of FrontRange's offices or employees worldwide. (b) Support will be provided only for those questions and issues forwarded to FrontRange from Customer's internal help desk support staff, not each individual licensed user. FrontRange will attempt to answer Your specific questions; however Support is offered to You on a good faith, diligent effort basis only, and FrontRange may not be able to resolve every request for Support. Support is provided for ongoing use of the Licensed Software; it is not intended to be a substitute for training or professional services necessary for the implementation or system redesign of the Licensed Software, which are outside the scope of this Agreement. All such and other services, including without limitation on -site assistance, custom programming, database and network administration, and custom designed reports and forms, may be provided pursuant to a separate agreement by FrontRange or Your authorized FrontRange Partner. (c) Support is available for the current and immediately preceding version of the Licensed Software, and for any version released within eighteen (18) months of the date of the Support request, provided that Customer and FrontRange are parties to a current M &S agreement. Support for third party software products bundled with FrontRange Licensed Software is available according to their manufacturers support policies. (d) Unless otherwise stated, Support does not include any of the following: (i) supporting database products, including without limits, set -up and alteration and /or configuration of database products, and database or database connectivity software specific errors; (ii) resolving network, workstation or environmental errors not directly related to the Licensed Software; (iii) supporting any Licensed Software working on or with any version of any database, operating system or similar hardware or software product or system that is not specifically identified as interoperable with the specific version of the Licensed Software (and specifically excludes any "Beta" or non - certified versions of such products /systems); (iv) supporting any Licensed Software customizations (changes to the Licensed Software made outside of the product's administration interface); (v) supporting any Licensed Software being used in a manner for which it was not designed. (e) It is Your responsibility to make and maintain adequate back -ups. In no event will FrontRange be responsible for lost data. 3. Termfrermination. (a) M &S services are offered on an annual basis (each, a "Term "), and will automatically renew at the end of each Term unless either party provides the other party with a written notice of its intent not to renew at least thirty (30) days before the end of the then - applicable Term. If You elect not to renew, M &S may later be reinstated through payment of the fees described under "Fees." (b) This Agreement will automatically terminate as to each Licensed Software upon termination of the EULA corresponding to such Licensed Software. You may also terminate this Agreement for convenience at any time but You will not be entitled to a refund of any paid Fees in such event. (c) If a FrontRange breach remains uncured more than one month after FrontRange receives written notice from You of such breach, You may terminate this Agreement for breach and receive a pro -rata refund of the M &S fees paid to FrontRange unless such is caused by FrontRange's gross negligence or intentional conduct. Any such refund shall be Your exclusive remedy, and FrontRange's sole liability, for FrontRange's breach of this Agreement. 4. Fees. You will be invoiced prior to any initial or renewal Term and You agree to make payments to FrontRange no later than thirty (30) days from invoice. FrontRange's obligations hereunder are subject to Your timely payment, and if FrontRange does not receive timely payment for products or services provided by FrontRange to You, FrontRange may immediately terminate or suspend this Agreement. Unless FrontRange otherwise instructs, You will directly pay FrontRange for M &S renewals. If Your M &S terminates, FRONTRANGE MAINTENANCE AND SUPPORT (M &S) TERMS & CONDITIONS (March 09) Conditions ( "Agreement ") govern the M &S services and You later reinstate M &S services, You will be charged a reinstatement fee. 5. Warranty. FrontRange warrants that the M &S services provided to Customer under this Agreement shall be performed with due care, and in a professional and workmanlike manner. FrontRange does not otherwise warrant the accuracy or completeness of any services provided pursuant to this Agreement. FRONTRANGE DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE IN CONNECTION WITH THE SUBJECT OF THIS AGREEMENT. 6. Limitation of Liability. IN NO EVENT, UNDER ANY THEORY OF LAW SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF A PARTY IS ADVISED OF THE POSSIBILITY THEREOF. EXCEPT FOR PROPERTY DAMAGE OR PERSONAL INJURY, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW FRONTRANGE'S LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNT OF YOUR M &S FEES PAID TO FRONTRANGE. FRONTRANGE SPECIFICALLY DISCLAIMS ALL RESPONSIBILITY FOR ANY SERVICES PROVIDED BY ANY PARTNER OR ANY OTHER THIRD PARTY. 7. Severability. If any provision of this Agreement is unenforceable or invalid, such provision(s) shall be amended to achieve as nearly as possible the same economic effect as the original provision(s) and the remainder of the Agreement shall remain in full force and effect. 8. Miscellaneous. This Agreement constitutes the entire agreement between You and FrontRange relating to M &S services (and any subsequent orders of M &S services for additional License Limits or new FrontRange products which will increase Your M &S fees), and any additions to, or modifications of, this Agreement will be binding upon the parties only if in a writing duly executed by You and an authorized officer of FrontRange. THE TERMS AND CONDITIONS OF ANY CUSTOMER PURCHASE ORDER ARE ONLY BINDING ON FRONTRANGE IF THEY ARE AGREED TO IN WRITING BY AN AUTHORIZED FRONTRANGE OFFICER AND IN A DOCUMENT OTHER THAN THE PURCHASE ORDER FORM. Unless otherwise agreed to by FrontRange You will not be able to purchase additional licenses of the Licensed Software if You are not current on M &S. You may renew M &S on one group of dependent FrontRange product(s) without renewing M &S on another group of FrontRange products(s) that are determined to be distinct and separate from the first group, provided that the determination whether products(s) are distinct and separate is at FrontRange's sole discretion. You may assign this Agreement only in connection with a proper and valid assignment of the corresponding EULA to the extent permitted thereunder, provided that You give written notice of such assignment to FrontRange. FrontRange may freely assign this Agreement to a purchaser of that portion of FrontRange's business to which this Agreement relates, to the surviving corporation in the event of a merger, and to any affiliate or third -party whom FrontRange authorizes to provide M &S for the Licensed Software of the nature contemplated hereby. If You ordered or are provided the M &S services through a Reseller, You agree that (i) this Agreement constitutes the entire agreement between You and FrontRange regarding the M &S services (and the terms and conditions of any purchase order or any other agreement between You and the Reseller are not binding on FrontRange); and (ii) the Reseller is not FrontRange's agent and is not authorized to alter, amend or modify the terms of this Agreement. The waiver or failure of either party to exercise in any respect any right provided for in this Agreement will not be deemed a waiver of any further or future right under this Agreement. By signing below, Customer hereby agrees to this Agreement: City of Fort Worth 12 -21 -2011 Authorized Signature (please sign here4): Signer's Name &Title: L /, n,�,� ,r , i NT C., ,'rriWN1. Signing Date: Customer COMPANY Name: j-(y �! TH Street Address: i —r hteo( lcm 01e irony City, State, Zip: R w Telephone: 7 9.2 _8 19 v Facsimile: Email: APPROVED TO F AND LtiLl"i'f` Assistani City Attorney t- 60? r7 S .- C�7�L1.i !Lt'1— FRONTRANGE END -USER LICENSE AGREEMENT ( "EULA') (September 2010) THIS EULA SETS FORTH THE TERMS AND CONDITIONS UNDER WHICH FRONTRANGE SOLUTIONS USA INC. ( "FRONTRANGE "), GRANTS TO YOU ( "YOU" OR "CUSTOMER ") THE RIGHT TO USE THE FRONTRANGE SOFTWARE AND ACCOMPANYING DOCUMENTATION ORDERED AND PAID FOR BY YOU (COLLECTIVELY "LICENSED SOFTWARE "). BY OPENING THE SOFTWARE PACKAGING, COMPLETING THE ACTIVATION PROCESS, DOWNLOADING, INSTALLING, ACCESSING OR UTILIZING THE LICENSED SOFTWARE OR CLICKING THE "I ACCEPT" BUTTON, YOU AGREE TO BE BOUND BY THE TERMS OF THIS EULA. IF YOU DO NOT AGREE WITH THE TERMS OF THIS EULA, PROMPTLY RETURN THE UNUSED LICENSED SOFTWARE TO THE PLACE FROM WHICH YOU OBTAINED IT FOR A REFUND. 1. License Grant. Subject to the terms and conditions of this EULA, FrontRange hereby grants to Customer, and Customer fully accepts upon delivery, —a nonexclusive and non - transferable right to use only the executable version (not source code) of the Licensed Software for Customer's internal business purposes. 2. Scope of Authorized Use. You may use the Licensed Software only as expressly permitted under this EULA and in accordance with the user guides and other documentation shipped with the Licensed Software (collectively, "Documentation'). FrontRange expressly reserves any rights not expressly granted in this EULA. Your right to use the Licensed Software is limited to the number of server(s), user(s), assets, modules, databases etc... (collectively, "License Limits ") that You have ordered and paid for. All Licensed Software updates, upgrades, or new releases (collectively, "Updates ') are provided to You on a license exchange basis and subject to this EULA. By using an Update You voluntarily terminate Your right to use any previous version of the Licensed Software; provided, however, that You may continue to use previous versions solely to assist You in transitioning to the Update and for historical /archiving purposes. Should You exceed any of Your License Limits, You agree to pay the then applicable full list price for the excess usage, as well as the related maintenance and support fees. You agree to allow FrontRange to audit Your use of the Licensed Software to verify Your compliance with Your License Limits. Audit rights shall be subject to Your reasonable securities policies as applied to all of Your vendors, and may only be performed once every twelve (12) months. 3. Restrictions. a. Proprietary Rights. This is a license only and no title passes to You. With the exception of the license granted under this EULA, FrontRange and any Third Party Licensor retain all right title and interest to the Licensed Software and all related intellectual property and proprietary rights. You will not remove or obscure any copyright notices, logos, or other proprietary rights notices or legends in the Licensed Software. b. Territory Restrictions. The server(s) on which the Licensed Software and any related database(s) are stored must be located and remain in the specific geographic region where You have ordered the Licensed Software. The relevant geographic regions are: (1) the European Union, (2) North America, (3) South America, (4) Australia and New Zealand, (5) Africa, and (6) for all other geographic regions, the specific country where You have ordered the Licensed Software. c. Derivative Works, Reverse Engineering. You may not create any derivative works to the Licensed Software except to facilitate Your authorized use of the Licensed Software, provided that Your use of such limited derivative works is subject to this EULA. You may not modify, decompile, translate, disassemble or reverse engineer the Licensed Software except if the laws of Your jurisdiction proscribe the enforcement of such prohibitions but then only to the extent actually permitted, and for the limited purposes specifically contemplated, by applicable law. d. Commercial Exploitation. You may not distribute, rent, lease or transfer the Licensed Software or any portion thereof. You may not use the Licensed Software, or any portion thereof, in a commercial hosting, application service provider or service bureau environment. e. Non Production Copies. You may make one copy of the Licensed Software for safekeeping purposes and as permitted in the Documentation. The original copy of the Licensed Software and all copies that You may make may not leave Your control. If the Licensed Software is provided for testing, evaluation or other nonproduction purposes, You may not use it in a production or live environment and Your right to use the Licensed Software is limited in accordance with the terms under which You received it. f. Third Party Software. To the extent the Licensed Software incorporates software owned by third parties (collectively "Third Party Licensors'), You may only use such third party software with the Licensed Software, i.e., You may not extract it from the Licensed Software, and at all times subject to this EULA. Notwithstanding the foregoing, use of certain third party software may be subject to additional terms and conditions as set forth in the Documentation for the Licensed Software. 4. Term/Termination. a. This EULA will remain in effect until terminated pursuant to this Section 4. You may terminate this EULA at any time by destroying all of Your copies of the Licensed Software. FrontRange may terminate this EULA if You breach this EULA and fail to remedy such breach after a thirty (30) days notice and opportunity to cure period. Notwithstanding the preceding, FrontRange may immediately terminate this EULA if You breach Section 2, 3 or 9. Upon any termination, You agree to cease all use of the Licensed Software, remove all copies from Your computers, destroy all copies of the Licensed Software, and, upon request from FrontRange, certify in writing Your compliance herewith. b. Subscription. Temporary Licenses. If You licensed the Licensed Software on a 'subscription' (or limited time) basis ( "Subscription License'), then You may only use the Licensed Software during the time period that You have contracted and paid for ( "Subscription Term"). You agree that upon expiration of the Subscription Tenn, the licenses granted herein shall terminate and the Licensed Software may automatically cease to function. Similarly, if the Licensed Software is provided on a trial, evaluation, pilot or other temporary basis ( "Temporary License' ), then notwithstanding anything to the contrary in Sections 1, 6 or elsewhere in this EULA, the Licensed Software is provided on an AS -IS basis without warranty, You may only use the Licensed Software during the time period specified by FrontRange (and if none specified, then no more than 30 days), at the end of which the licenses granted herein shall terminate and the Licensed Software may automatically cease to function. Temporary Licenses may also be terminated for convenience by FrontRange. 5. Payments. All licenses and rights granted under this EULA by FrontRange are subject to timely receipt by FrontRange of payment. All payments for fees, taxes and expenses must be made within thirty (30) days of invoice, unless otherwise agreed in writing by an authorized FrontRange officer. 6. Warranty. FrontRange warrants that the Licensed Software (other than Temporary Licenses) will perform substantially in accordance with its Documentation for a period of ninety (90) days following delivery of the Licensed Software. This limited warranty is void if failure of the Licensed Software results from accident, abuse, modification, or misuse. FrontRange does not warrant that the Licensed Software will meet Your requirements, that the operation of the Licensed Software will be uninterrupted or error free, or that all defects will be corrected. The warranty and remedy set forth in this EULA are exclusive and in lieu of all other warranties and remedies, oral or written, expressed or implied. City of Fort Worth EULA 12 -21 -2011 Page 1 of 2 Except as provided above, FRONTRANGE AND ANY THIRD PARTY LICENSOR DISCLAIM ALL WARRANTIES, EITHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE LICENSED SOFTWARE, ITS QUALITY, PERFORMANCE, NON - INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. If You believe the Licensed Software does not meet this Limited Warranty, You must notify FrontRange in writing within the warranty period. FrontRange's entire liability and Your exclusive remedy with regard to the Limited Warranty, will be, at FrontRange's sole discretion, either repair or replacement of the Licensed Software or a refund of the amount paid to FrontRange for the Licensed Software (provided in that case that You also return the Licensed Software). 7. Indemnification. FrontRange will, at its expense, defend and pay any settlement amounts or damages awarded by a court of final jurisdiction arising out of any third party claim against You that the Licensed Software as used subject to the terms and conditions of this EULA infringes any copyright, trademark, trade secret or U.S. patent owned or controlled by the third party ( "Infringement Claims "). You agree that FrontRange shall be released of the foregoing obligation unless (i) FrontRange is notified promptly in writing by You of any such claim; (ii) FrontRange has sole control of the defense of any action on such claim and all negotiations for its settlement or compromise; and (iii) You will cooperate with FrontRange, at FrontRange's expense, in a reasonable way to facilitate the settlement or defense of such claim. Notwithstanding the foregoing, FrontRange will have no liability hereunder to the extent the Infringement Claim arises out of (A) Your modifications not authorized by FrontRange, (B) the combination or use of the Licensed Software with products not provided or recommended by FrontRange if the infringement would have been avoided but for such combination or use, (C) use of the Licensed Software after written notice of the claimed infringement has been received by You, or (D) Your failure to use an Update if the infringement would have been avoided by the use of the Update. Should the Licensed Software become, or in FrontRange's opinion likely to become, subject to an Infringement Claim, then FrontRange will either (a) procure for Customer the right to continue using the Licensed Software, or (b) replace or modify the Licensed Software so that it becomes non - infringing and performs in a substantially similar manner to the original product, or (c) upon failure of (a) or (b), despite the reasonable efforts of FrontRange, terminate this EULA and return the license fee You paid for the Licensed Software pro -rated over a four (4) year life span. THIS SECTION SETS FORTH YOUR EXCLUSIVE REMEDY AND FRONTRANGE'S SOLE LIABILITY WITH RESPECT TO INFRINGEMENT CLAIMS. 8. Liability Limits. THE LICENSED SOFTWARE IS NOT DESIGNED OR INTENDED FOR USE IN ANY MEDICAL OR NUCLEAR SYSTEMS, OR FOR ANY OTHER MISSION CRITICAL APPLICATION IN WHICH THE FAILURE OF THE LICENSED SOFTWARE COULD CAUSE SUBSTANTIAL PROPERTY DAMAGE, PERSONAL INJURY OR DEATH. FRONTRANGE DISCLAIMS ANY LIABILITY FOR USE OF THE LICENSED SOFTWARE IN ANY SUCH APPLICATION(S). TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, AND EXCEPT FOR LIABILITY ARISING UNDER THE INDEMNIFICATION PROVIDED IN SECTION 7 ABOVE, FRONTRANGE'S AND ITS THIRD PARTY LICENSORS' ENTIRE LIABILITY UNDER THIS EULA WILL BE LIMITED TO THE AMOUNT PAID BY YOU TO FRONTRANGE FOR THE LICENSED SOFTWARE. IN NO EVENT WILL FRONTRANGE OR ITS THIRD PARTY LICENSORS BE LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE LICENSED SOFTWARE, including without limitations damages for lost profits, loss or corruption of data, costs of procurement of substitute technology or services, even if advised of the possibility of such damages. The parties agree that the limitations and exclusions of liability and disclaimers specified in this EULA will survive and apply even if the limited remedies are found to have failed of their essential purpose. 9. Lenal Compliance. You must comply with all applicable laws and regulations in Your use of the Licensed Software including without limitations any United States or foreign Export Control laws or regulations, and all applicable data protection, SPAM, privacy laws and regulations. As part of the registration process You may provide user information. Any personal information collected (1) will be used solely for registration and license limit auditing purposes and to provide You with important information about the Licensed Software, (2) will be stored in computer servers with limited access that are located in controlled facilities, (3) may be stored and processed in the United States or other country and by using the Licensed Software, You consent to any such transfer of information outside of Your country, (4) may be stored for as long as the EULA is in effect, (5) will not be shared with any government agency, private organization, or the public, except that Customer's corporate name may be used as a reference company in the context of sales presentations and marketing activities. 10. United States Government Restricted Rights. THIS SECTION APPLIES ONLY TO LICENSING OR USE BY THE FEDERAL GOVERNMENT OF THE UNITED STATES. The Licensed Software is provided with RESTRICTED RIGHTS. Use, duplication, or disclosure by the federal government is subject to restricted rights as set forth in subparagraph (c) of The Rights in Technical Data and Computer Software clause at 252.227 -7014 for DOD contracts and at FAR (48 CFR 52.227 -19) for civilian agency contracts or other comparable agency clauses. 11. Severability. If any provision of this EULA is unenforceable or invalid, such provision(s) shall be amended to achieve as nearly as possible the same economic effect as the original provision(s) and the remainder of the EULA shall remain in full force and effect. 12. Miscellaneous. This EULA constitutes the entire agreement between You and FrontRange relating to the license rights for the Licensed Software (and any subsequent orders of additional License Limits or new FrontRange products), and any additions to, or modifications of, this EULA will be binding upon the parties only if in a writing duly executed by You and an authorized officer of FrontRange. THE TERMS AND CONDITIONS OF ANY CUSTOMER PURCHASE ORDER ARE ONLY BINDING ON FRONTRANGE IF THEY ARE AGREED TO IN WRITING BY AN AUTHORIZED FRONTRANGE OFFICER AND IN A DOCUMENT OTHER THAN THE PURCHASE ORDER FORM. You may not transfer the Licensed Software or assign this EULA without FrontRange's prior written consent and any attempt by You to do so will be void and without effect; except that, You may assign Your rights and obligations hereunder in connection with a merger, acquisition or sale of all or substantially all of Your assets subject to compliance with FrontRange's administrative requirements for such assignments. If the Licensed Software is acquired through a Reseller, You agree that (i) this EULA constitutes the entire agreement between You and FrontRange regarding the Licensed Software (and the terms and conditions of any purchase order or any other agreement between You and the Reseller are not binding on FrontRange); and (ii) the Reseller is not FrontRange's agent and is not authorized to alter, amend or modify the terms of this EULA. FrontRange makes no representation or warranty with regard to any services provided by any Reseller. The waiver or failure of either party to exercise in any respect any right provided for in this EULA will not be deemed a waiver of any further or future right under this EULA. City of Fort Worth EULA 12 -21 -2011 Page 2 of 2 M &C Review Page 1 of 2 Official site of the City of Fort Worth, Texas CITY COUNCIL AGENDA FORT ORT11 COUNCIL ACTION: Approved As Corrected on 12/13/2011 REFERENCE ** 04FRONT RANGE SOLUTIONS DATE: 12/13/2011 NO.: C -25341 LOG NAME: USA, INC. TECHNOLOGY ASSET MANAGEMENT CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT: Authorize Execution of Agreement for Software and Professional Services with Front Range Solutions USA, Inc. for the Purchase of Information Technology Asset Management Software, Training, Maintenance and Support for the Information Technology Solutions Department in an Amount Not to Exceed $213,740.00 (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that City Council authorize execution of an Agreement for software and professional services with Front Range Solutions USA, Inc. for the purchase of Information Technology Asset Management software, training, maintenance and support for the Information Technology Solutions Department in an amount not to exceed $213,740.00. DISCUSSION: IT Solutions, at the request of the Budget Office, is working with the City departments to develop an improved process and forecasting mechanism for replacement of IT hardware. City Staff does not currently have a viable tool for managing the inventory and life cycle costs of Information Technology (IT) devices used by all departments. This contributes to challenges in budgeting, managing equipment and planning for the future. After thorough evaluation by a cross - departmental team, City Staff recommends using Front Range Solutions USA, Inc. IT Asset Management Tool. Additionally, the City currently uses Front Range Solutions USA, Inc. for Information Technology Service Management (ITSM), for the City Call Center and IT Help Desk. These two software systems have a robust interface that will allow automated assessment of how the IT equipment is performing, what it is being used for and other lifecycle information elements. This will reduce personnel costs associated with physical inventories of equipment and software. This Mayor and Council Communication (M &C) provides for 10,000 licenses for desktop PCs, laptops, tablets and servers and includes annual maintenance and support at $22,030.00 per year. The procurement will be made using General Services Administration Contract No. GS -35F- 43976. Annual licensing costs after the first year acquisition are estimated to be remain unchanged. ADMINISTRATIVE CHANGE ORDER - An Administrative Change Order or increase may be made by the City Manager for an amount up to $50,000.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. COOPERATIVE PURCHASE - State law provides that a local government purchasing an item under a Cooperative Purchasing Agreement satisfies any state law requiring that the local government seek competitive bids for purchase of the item. General Services Administration contracts were competitively bid to increase and simplify the purchasing power of government entities. M/WBE - A waiver of the goal for M/WBE subcontracting requirements was requested by the IT http: // apps .cfwnet.org /council _packet /mc_ review .asp ?ID =16152 &councildate = 12/13/2011 1 /9/2012 M &C Review Solutions Department and approved by M/WBE Office because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. AGREEMENT TERM — Upon City Council's approval, this Agreement shall begin on December 13, 2011 and expire on March 31, 2012 in accordance with the GSA contract. FISCAL INFORMATION /CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the Information Systems Fund. TO Fund /Account/Centers Submitted for City Manager's Office by: Originating Department Head: Additional Information Contact: ATTACHMENTS FROM Fund /Account/Centers P168 539120 0045010 $213.740.00 Susan Alanis (8180) Peter Anderson (8781) Barbara Hines (8540) Steve Streiffert (2221) Page 2 of 2 http: // apps .cfwnet.org /council _packet /mc_ review. asp ?ID = 16152 &councildate = 12/13/2011 1/9/2012