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HomeMy WebLinkAboutContract 47761 CO �� COMTRACT 7W to City Secretary Contract No. FORTWORTHQ,, MASTER SERVICES AGREEMENT Emtec Global Services,LLC This MASTER SERVICES AGREEMENT ("Agreement") 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 Emtec Global Services, LLC ("Consultant"), a Delaware limited liability company, and acting by and through Don Sweeney its duly authorized Managing Director. City and Consultant are each individually referred to herein as a "parry" and collectively referred to as the "parties." The term "Consultant" shall include the Consultant, its affiliates, officers, agents, employees, representatives, 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 consulting services for implementation and on-going maintenance of a recruitment system and other professional consulting services as they arise. Specifically, Consultant will perform all duties outlined and described in the applicable Statement of Work("SOW"), the first of which is attached hereto as Exhibit "A" and incorporated herein for all purposes, and further referred to herein as the "Services." Consultant is comprised of affiliated companies (companies controlled by, or under common control with, Consultant), each having unique service offerings and specialties. Depending on the nature of the SOW, such may be entered into by Consultant or an affiliate of Consultant, in which case such affiliate shall be entitled to all of the rights and interests of Consultant under this Agreement and may enforce and perform such in its own name in connection with the specific SOW entered into. As such, any reference to Consultant in this Agreement shall include either Consultant or affiliate, as the case may be. 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 the attached Exhibits, the terms and conditions of this Agreement shall control. Except as expressly set forth in this section or in the SOW, the services, deliverables, and each constituent thereof, are provided without warranty of any kind, express or implied. 2. Term. This Agreement shall commence upon May 2, 2016 ("Effective Date") and sha I expire Emtee Global Services,LLC EOFMCIALECORD Master Seryices Agreement—General ETARY Page 1 of 12 Rev.1 /2015 H,T City Secretary Contract No. no later than May 1, 2017 ("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 two additional one-year terms at the City's sole option, each a"Renewal Term". 3. Compensation. The City shall pay Consultant in accordance with the provisions of this Agreement. Consultant shall not perform any additional services for the City not specified by the applicable SOW 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 the applicable SOW 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 and one-half percent (1.5%) per month, or, if less, the highest rate permitted by law. Software and License Resale: Any software or licenses that Consultant purchases on behalf of the City as part of a project may be invoiced separately and must be paid in the earlier of thirty (30) days from receipt of the invoice or two (2) weeks from the anticipated project start date. In any event, the City acknowledges and agrees that project commencement may be delayed and services may be reduced or unavailable until all software and license payments are made in full. Out of Pocket Expenses: The City shall reimburse Consultant, at cost, for all reasonable and actual travel, and expenses incurred in connection with the provision of services so long as such expenses are agreed to or requested in writing. Up-Front Payment: The City shall pay to Consultant 20% of the estimated total contract value prior to any work commencing under a specific SOW. 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 breachingparty 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 non-breaching party may, in its sole discretion, and without prejudice to any other right under this Agreement, law, or equity, immediately terminate this Agreement 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 Emtec Global Services,LLC Master Services Agreement—General Page 2 of 12 Rev. 12/2015 City Secretary Contract No. 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 and confirm that all City data has been removed from Consultant's computers and other electronic devices. 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 City 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. Consultant Confidential Information. Consultant Confidential Information (`Consultant Information") is any information or data that is disclosed by Consultant to the City in connection to this Agreement that (a) is clearly marked or otherwise designated as confidential when disclosed; or (b) concerns Consultant's past or present vendors, customers, business partners, plans, strategies, financial condition, methodologies, models, or other proprietary technology or intellectual property. The City shall only use Consultant Confidential Information in connection with the work contemplated in this Agreement and safeguard it with at least the same degree of care to avoid unauthorized disclosure and use as it uses to protect its own confidential information, but in no event less than a reasonable standard of care. 5.3 Unauthorized Access. The receiving party shall store and maintain the disclosing party's Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt the disclosing party's Information in any way. The receiving party shall notify the disclosing party immediately if the security or integrity of any the disclosing party's information has been compromised or is believed to have been compromised, in which event, the receiving party shall, in good faith, use all commercially Emtec Global Services,LLC Master Services Agreement—General Page 3 of 12 Rev. 12/2015 City Secretary Contract No. reasonable efforts to cooperate with the disclosing party in identifying what information has been accessed by unauthorized means and shall fully cooperate with the disclosing party to protect such information from further unauthorized disclosure. Notwithstanding the foregoing, Consultant understands and agrees that the City is a public entity under the laws of the State of Texas, and as such, is subject to various public information laws and regulations, including, but not limited to, the Texas Public Information Act, Chapter 552 of the Texas Government Code (the "Act"). Consultant acknowledges that, under the Act, the following information is subject to disclosure: 1) all documents and data held by the City, including information obtained from the Consultant, and 2) information held by the Consultant for or on behalf of City that relates to the transaction of City's business and to which City has a right of access. If the City receives a request for any documents that may reveal any of the Consultant's proprietary information under the Act, or by any other legal process, law, rule, or judicial order by a court of competent jurisdiction, the City shall notify Consultant prior to disclosure of such documents. The City shall not be liable or responsible in any way for the disclosure of information not clearly marked as "Proprietary", "Confidential" or"Trade Secret" or if disclosure is required by the Act or any other applicable law or court order. In the event there is a request for such information, it will be the responsibility of Consultant to submit reasons objecting to disclosure, and the City will cooperate fully with Consultant in any such objection. A determination on whether such reasons are sufficient will not be decided by the City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 6. Rilzht to Audit. Consultant agrees that the City, in its sole expense, 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. 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. 7. Independent 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 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 Emtec Global Services,LLC Master Services Agreement—General Page 4 of 12 Rev. 12/2015 City Secretary Contract No. 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. Liability and Indemnification. 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 KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE GROSSLY NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY,HOLD HARMLESS AND DEFEND THE CITY,ITS OFFICERS,AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE GROSSLY NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. CONSULTANT SHALL DEFEND, INDEMNIFY AND HOLD THE CITY HARMLESS FROM ANY AND ALL LOSS BASED ON AN ALLEGED INFRINGEMENT OF A THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS. CONSULTANT SHALL NOT HAVE ANY OBLIGATION TO DEFEND, INDEMNIFY OR HOLD HARMLESS THE CITY IF: (I) THE CITY HAS USED THE INTELLECTUAL PROPERTY IN A MANNER INCONSISTENT WITH THAT INTENDED BY THE CONSULTANT; OR (H) THE INFRINGEMENT CLAIM IS BASED ON A MODIFICATION TO THE INTELLECTUAL PROPERTY NOT MADE BY CONSULTANT. Indemnification shall be conditioned upon the the City seeking indemnification (i)promptly notifying the Consultant, in writing, of any claim for which indemnification is sought, (ii) allowing the Consultant to have sole authority to defend or settle the claim, and (iii) reasonably cooperating with the Consultant in the defense and settlement of the claim. To the maximum extent permitted by applicable law, in no event will either party be liable for any indirect, special, incidental or consequential damages including, without limitation, loss of revenue, damages for loss of goodwill, work stoppage, computer failure or malfunction, costs of replacement goods or services, or any and all other commercial damages or losses, even if advised of the possibility thereof, and regardless of the legal or equitable theory upon Emtec Global Services,LLC Master Services Agreement—General Page 5 of 12 Rev. 12/2015 City Secretary Contract No. which the claim is based. Furthermore, in no event shall either party's aggregate liability under this agreement exceed the fees paid or payable by the City in the previous twelve (12) months under the SOWgiving rise to the applicable claim. 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, which consent shall not be unreasonably withheld and which shall not be necessary in the case of a sale, merger, internal transfer to an affiliate, or other corporate reorganization. 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. Upon request, the Consultant shall provide the City with a fully 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: I. Commercial General Liability with a combined limit of not less than $1,000,000 per occurrence. 2. Automobile Liability Insurance with a combined limit of not less that $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. Any other insurance as required by City. 1.2 General Insurance Requirements: I. 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. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. 3. 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, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 4. 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 Emtec Global Services,LLC Master Services Agreement—General Page 6 of 12 Rev. 12/2015 City Secretary Contract No. 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. 5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 6. 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. Each party agrees to comply with all applicable federal, state and local laws, ordinances, rules and regulations. If one party notifies the other party of any violation of such laws, ordinances, rules or regulations, the breaching party 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: TO THE CITY: City of Fort Worth With Copy to the City Attorney Attn: Susan Alanis at same address 1000 Throckmorton Fort Worth TX 76102 Facsimile: (817) 392-6134 TO CONSULTANT: Emtec Legal Department Corporate Counsel 20 N. Wacker Drive, Suite 2050 Chicago, IL 60606 Emtec Global Services,LLC Master Services Agreement—General Page 7 of 12 Rev. 12/2015 City Secretary Contract No. With a copy of all legal notices to: legal@emtecinc.com 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 of the other party who were directly involved in the provision or receipt of services under the relevant SOWwithout the prior written consent of the person's employer.. 15. 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. 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. 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 Maieure. The City and Consultant shall exercise commercially reasonable 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 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. Emtec Global Services,LLC Master Services Agreement—General Page 8 of 12 Rev.12/2015 City Secretary Contract No. 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. Entirety 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. Sil4nature Authority. The person signing this Agreement, and any amendment hereto, 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. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 25. Counterparts. This Agreement may be executed in 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. 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. 26. Third Party Beneficiaries. The provisions and conditions of this Agreement are solely for the benefit of the City and Emtec Global Services,LLC Master Services Agreement—General Page 9 of 12 Rev. 12/2015 City Secretary Contract No. Consultant, and their lawful successors or assigns, and are not intended to create any rights, contractual or otherwise, to any other person or entity. 27. Survival. Section 4.4 (Duties and Obligations of Parites), Section 5 (Confidentiality), Section 6 (Right to Audit), and Section 8 (Liability and Indemnification) shall survive termination of this Agreement. 28. City Responsibilities. As a condition precedent to Consultant's continuing obligations to perform the Services, the City shall,to the extent permissible at law, at the City's expense: (i) if applicable, procure any consents or rights required from the owner or licensor of third party software or systems for Consultant to provide the Services as contemplated under this Agreement; (ii) maintain equipment, peripherals, systems and software in accordance with their applicable specifications; (iii) provide sufficient, qualified personnel who are capable of performing the City's duties, tasks, and obligations under this Agreement and any SOW in a competent and workmanlike manner; (iv) provide to Consultant all cooperation and information reasonably requested by Consultant from time to time in connection with Consultant's performance of the Services and shall have afforded Consultant all access to the City's computer systems and equipment necessary for the Services to be performed; (v) perform such other duties and tasks as may be reasonably required to permit Consultant to perform its duties, tasks, and obligations under any SOW. The City acknowledges and agrees that its failure to perform or to timely perform any of its obligations under this Agreement and any SOW may affect the timing and cost of Services to be provided by Consultant under this Agreement and any SOW. Consultant shall not be liable for any deviations from any schedules or work-plans agreed to by the parties under a SOW due to such failure(s) by the City, provided that Consultant has notified the City of such failure(s). 29. Acknowledgment of Third Party Product Reliance; Third Party Limitation. (a) The City acknowledges that, in providing the Services, Consultant will necessarily rely upon information, instructions and services from the City and/or its customers, their employees and agents, and other third parties providing computer and communications hardware, software and Internet services and instructions. Except as expressly provided elsewhere in this Agreement, the City fully assumes the risk associated with errors in such information, instructions and services, provided that Consultant has accurately transmitted data and/or complied with authorized instructions in performance of the Services. (b) The City acknowledges that (a) Consultant is not responsible for any action or Emtec Global Services,LLC Master Services Agreement—General Page 10 of 12 Rev. 12/2015 City Secretary Contract No. inaction of any third party that is not a subcontractor of Consultant hereunder, including, but not limited to, hardware or software vendors or Internet service providers; and (b) any specification by Consultant of any such third parry does not constitute a representation or warranty with respect to the third parry or its products or services. Accordingly, Consultant disclaims all liability related to such events. 30. Dispute Resolution. In the event of any controversy or claim arising out of, or relating to, the provision services hereunder, or a breach by either party, other than non-payment, the parties agree to escalate such matter to their respective project managers for resolution. If such cannot be resolved through a good faith effort by such project manners,the parties agree to settle the matter through a mutually agreeable alternative dispute resolution method (i.e., further internal escalation,mediation, or non-binding arbitration). Executed in multiples this the J) day of ' 2016. AGREED: AGREED: CI PORT WO$TH: EMTEC G OBAL SERVICES: By IV — By. Su an A anis Name: Don S eeney Assi nt City Manager Title: Mana ing Director _ r Date: �� 1 ��'��� © Date:April 28, 2016 v ATTEST: TTEST: a By: ®000® By: Mar ays r -.,,�gw,�,,�`��� Name: City Secretar, " = ' Title: APPROYED AS TO FORM AND LEGALITY: Guillermo (Will)Trevino Assistant City Attorney CONTRACT AUTHORIZATION: M&C: Not Required Form 1295 Certification No.Not Required OFFICIAL GRECO)PU` CITY SECRETT I Emtec Global Services,LLC FT'. WOM% 71 Master Services Agreement—General Page I I of 12 City Secretary Contract No. EXHIBIT A STATEMENT OF WORK Emtec Global Services,LLC Master Services Agreement—General Page 2 of 12 Rev.12/2015 Akk l'�_ Emtec. Statement of[Vorkfor Everest Cloud Service Subscription Business&Technology Empowered STATEMENT OF WORK#GN001 Project: Managed Application(Everest)Cloud Service Subscription This Statement of Work("SOW")is by and between Summit Technology,Inc.(Summit hereafter referred to as "Emtec")and City of Fort Worth("Customer")(Emtec and Customer collectively"Parties" and each a"Parry").This SOW incorporates by reference the overarching agreement between Emtec Global Services,LLC and Customer known as the Professional Services Agreement executed on or about May 2, 2016(the"Agreement").Any capitalized term not defined herein shall have the meaning given to it in the Agreement. All information contained in this SOW is the Confidential Information of Emtec.It is furnished to the Customer in confidence with the understanding that it will not, without written permission of Emtec, be used for any other purpose than that contemplated hereunder nor will it be disclosed to any third party. 1. Contact Information 1.1. Customer Contacts Contact Name:Nathan Gregory,Assistant Director of Human Resources Address: 1000 Throckmorton Street City, State ZIP:Fort Worth,TX 76102 Phone: (817)392-7847 Email:Nathan.Gregory n.fortworthtexas. og_v 1.2. Emtec Contacts Contact Name: Gerald Newsom, VP of Cloud Services Address: 120 W.Market Street City, State ZIP:Athens,AL 35611 Phone: (256) 771-1656 ext. 101 Cell: (256)777-1615 Fax: (931)451-9950 Email: Gerald.Newsomna.emtecinc.com 2. Executive Overview Emtec is pleased to present this SOW for Managed Application Cloud Service Subscription for the City of Fort Worth,Texas. This SOW covers the scope,deliverables,costs,responsibilities of each Party,and applicable Subscription assumptions. Description3. Engagement 3.1. Scope Only those obligations of Emtec that are identified as"In-Scope"are included hereunder.All other obligations,whether specifically outlined in the"Out-of-Scope"section or omitted completely, are not considered part of the scope of this SOW. 3.1.1.In-Scope The Everest Cloud Services-A 1 year/12 month subscription to Emtec's National Taleo team for daily assistance and interaction to maximize the effectiveness,mitigate risk,and drive efficiencies of managing Ver.2/24/16 Confidential Page 1 of 4 Emtec. Statement of Work for•Everest Cloud Service Subscription Business&Technology Empowered your Taleo investment. The Everest Cloud Services provisions Emtec's experienced consultants to assist with ongoing configuration edits(fields,page layout,workflow, Smart Views,system templates,forms, career websites, etc),reporting,and technical and functional requirements for continued improvement of your solution.Through Emtec's Cloud Infrastructure,this service provisions named users to Summit Live*, which is where Emtec's Taleo professionals collaborate with your team,identify and track progress on identified projects and objectives,and allows access to an extensive dynamic knowledge base driven by the community of Emtec Taleo professionals and like-users for speed to self-service issue resolutions. This service will be active 24/7,and will be staffed by Emtec service professionals during normal business days/hours M-F, 8-5 CST. *Summit LiveTM-Emtec's Customer Collaboration,Knowledge Base and Community Portal Annual Health Check-Our Senior Taleo professional will work with you to evaluate your TBE zone and usage, and then share how to get the most out of your system.3 structured meetings with your dedicated named Senior Taleo professional. Release Notes Review-Impact Analysis and functional overview of periodic product updates throughout the year. Virtual Training—Up to 6 one hour virtual classes for end-users. Industry-Leading Practices/Business Process Reviews-Our TBE consultant will share product industry- leading practices,relevant industry and talent management trends,as well as a number of case studies on how fellow Oracle TBE customers are taking their talent management investments to the next level. Up to 3 hours of consultative services to implement recommended industry-leading practices. 3.1.2.Out-of-Scope Anything not specifically listed as"In-Scope,"is considered"Out-of-Scope". Limitations/Exclusions of Services:Emtec Cloud Services/Everest Services limits/excludes these areas of request under this Cloud Service based on the efforts associated with each area.Emtec does/will provide these additional services under a Time and Materials/fixed price separate Statement of Work. • Base Camp Implementations • Custom Advanced Reporting that includes calculations or special formatting • Two Tier Applications • Additional application forms limited to 3 • Emtec's Migration Services • Emtec's Integration Services Start Date May 2,2016—May 1,2017 4. Customer Responsibilities As a condition precedent to Emtec's continuing obligations to perform the Services, Customer shall, at Customer's expense: 4.1. Subscription particulars Ver.2124/16 Confidential Page 2 of 4 Emtec. Statement ofJVork for Everes!Cloud Service Subscripfion Business&Technology Empowered 4.1.1.Named user accounts for Customer's users to access Summit LiveTM for collaboration, reporting and analytics with the Service. 4.1.2.One Customer named Administrator User for primary face-off with Emtec named professional for any and all changes to system features.Emtec will leverage Webex sessions to engage the Customer when necessary for visibility into the Enterprise runtime engine of the endpoints. 4.1.3.Optional: Administrator license from Oracle for Emtec Administrator access to the Customers environment(Emtec Admin license additional cost per Customers licensing fee). 5. Third Party Products Customer acknowledges that,in providing the Services,Emtec will necessarily rely upon information, instructions and services from Customer and/or its customers,their employees and agents,and other third parties providing computer and communications hardware,software and Internet services and instructions. Provided that Emtec has accurately transmitted data and complied with authorized instructions in performance of the Services, Customer fully assumes the risk associated with errors in such information, instructions and services. The Customer acknowledges that Emtec is not responsible for any action or inaction of any third party that is not a subcontractor of Emtec hereunder,including,but not limited to,hardware or software vendors or Internet service providers.Accordingly,Emtec does make any representations or warranties with respect to any such third party or its products or services. 6. Termination Either Party can terminate this SOW at any time for any reason by providing at least(30)days written notification to the other Party. 7. Emtec Subscription Fees Access/Billing Policy The following are the standards set by Emtec for Managed Cloud Integration Services. 7.1. Billie Terms erms 7.1.1.Emtec will invoice Customer a one-time upfront fee for the annual Service and a one-time fee on the anniversary of the start date for subsequent and ongoing years. 7.1.2.Automatic renewal of this subscription service applies unless Emtee is notified with 30 days of the anniversary date.Emtec will contact Customer in advance of the renewal. 7.1.3.All invoices are due and payable without deduction,reduction or offset of any kind within 30 days of receipt by Customer.Amounts not paid when due,will be subject to a late charge of 1.5%per month,or,if less,the highest rate permitted by law. 7.1.4.Invoices will be directed to the attention of Customer's contact.If invoices should be directed to someone other than the Customer Contact listed above,please indicate below: Name: Address]: City,State,Zip: -- Phone: Email. Ver.2124/16 Confidential Page 3 of 4 Emtec. Slaleniew of i-Vorkfor Everest Cloud Service SubscriElion Business&Technology Empowered 8. Financial Terms 8.1. Engagement Fees Duration Cost The Everest Cloud Services Recruit Year 1/12 months $11,995.00 Onboard Year 1/12 months $2,000.00 Subtotal $13,995.00 Discount* 15% $2,099.25 Grand Total $11,895.75 *Discount offered when the Everest Cloud Services(this SOW)and Cloud Managed Integration Service contracts are executed together. Agreed to and accepted by: Emtec City of Fort Worth Texas By By Name derald Newsom,Vice President Name US PO j�}114/115 Date May 5,2016 Date to APPROVED AS TO FORM AND LEGALITY: 7{. CITY ATTORNEY A b ° OFFICIAL RF-Con' CITY SECRETARY % W®RTHI TX , 8 1>0® 0 � r Ver. 2/24/16 Confidential Vf 4 Emtec. Slatenient of J ork for Alanaged Cloud Integration Service Subscription Business&Technology Empowered STATEMENT OF WORK#GN002 Project: Managed Cloud Integration Service Subscription This Statement of Work("SOW")is by and between Summit Technology,Inc.(Summit hereafter referred to as "Emtec") and City of Fort Worth("Customer")(Emtec and Customer collectively"Parties" and each a"Party").This SOW incorporates by reference the overarching agreement between Emtec Global Services,LLC and Customer known as the Professional Services Agreement executed on or about May 2, 2016(the"Agreement").Any capitalized term not defined herein shall have the meaning given to it in the Agreement. All information contained in this SOW is the Confidential Information of Emtec.It is furnished to the Customer in confidence with the understanding that it will not, without written permission of Emtec, be used for any other purpose than that contemplated hereunder nor will it be disclosed to any third party. 1. Contact Information 1.1. Customer Contacts Contact Name:Nathan Gregory,Assistant Director of Human Resources Address: 1000 Throckmorton Street City, State ZIP:Fort Worth,TX 76102 Phone: (817)392-7847 Email:Nathan.Greizory@fortworthtexas.gov 1.2. Emtec Contacts Contact Name: Gerald Newsom,VP of Cloud Services Address: 120 W.Market Street City, State ZIP:Athens,AL 35611 Phone: (256)771-1656 ext. 101 Cell: (256)777-1615 Fax:(931)451-9950 Email: Gerald.Newsom@emtecinc.com Overview2. Executive Emtec is pleased to present this SOW for Managed Integration Cloud Service Subscription for the City of Fort Worth,Texas. This SOW covers the scope,deliverables,costs,responsibilities of each Party, and applicable Subscription assumptions. 3. Engagement Description 3.1. Scope Only those obligations of Emtec that are identified as"In-Scope"are included hereunder.All other obligations,whether specifically outlined in the"Out-of-Scope"section or omitted completely, are not considered part of the scope of this SOW. 3.1.I.In-Scope Managed Cloud Integration Services—a 1 year/ 12 month subscription to Emtec's Cloud Integration Services,powered by Dell Boomi. This Service leverages Emtec's Integration Platform and certified Emtec Ver. 2/24/16 Confidential Page 1 of 4 Aik Emtec. Slalemenf of TI ork for Alanaged Cloud Integration Service Subscription Business&Technology Empowered resources that build,manage,and maintain those integrations throughout the contract year so that those perspective business processes between the applications are automated and stay automated.This Service provisions named users to Summit Live*,which is where Emtec's Integration professionals collaborate with your team,manage and track progress on the integrated touch points,and share analytical documentation and reports on the performance of the Service throughout the contract year.This Service will be active 24/7,and will be staffed by Emtec service professionals during normal business days/hours M-F, 8-5 CST. *Summit LiveTM-Emtec's Customer Collaboration,Knowledge Base and Community Portal Emtec's Base Configurations Service includes: OverviewServices Services Summit LiveTM V A I year(12 months)provisioning ofthe Emtec Integration Platform with Certified consultants Integration Services managing/administering all integration endpoints ✓ Named Customer users in Srann:ilLiveTM,Emtec's Managed Cloud Services collaboration tool for dispatch Emtec's Managed and communications Integration Service ori Platform(Base ✓ Taleo(TBE)prebuilt connector,customized to the Customer's needs----------- Taleo X• Configuration Services) ✓ All changes/fixes/additions to the connectors of integrated endpoints ✓ Monthly reporting/analytics/performance reports ✓ Unlimited processes between the connectors ✓ Extreme Security leveraged at three points:Infrastructure/network,Application/platform,and data Connectors-Each Application,which will be sending or receiving data,is considered an endpoint,and Emtec leverages a library of Pre-built Connectors for Applications,or endpoints.Emtec's Base configuration service includes a Taleo(Taleo Business Edition)connector,which is configured and managed for your Taleo Zone.Additional Endpoints are available to add to this Base Configurations Service for a monthly/Annual fee.Unlimited processes(data)between the two endpoints are allowed,but Emtec reserves the right to limit those requests to only that data that is provided in the Customer's application API. Each Integration endpoint must include at least one of the following Applications: • Taleo(TBE) • PeopleSoft 9.1 3.1.2.011t-Of-SC De Anything not specifically listed as"In-Scope,"is considered"Out-of-Scope".If any"Out-of-Scope"work is desired,it will be handled via the Change Control Process described in this SOW. 3.2. Start Date May 2,2016—May 1,2017 4. Customer Responsibilities As a condition precedent to Emtec's continuing obligations to perform the Services,Customer shall, at Customer's expense: 4.1. Subscription particulars 4.1.1.Named user accounts for Customer's Taleo users to access Summit LiveTM for collaboration, reporting and analytics with this Service. Ver.2/24116 Confidential Page 2 of 4 Emtec. Stalemenl of 1Fork for Managed Cloud Integration Service Subscription Business&Technology Empowered 4.1.2.Each Endpoint API will require the Customer to provide application credentials and requested data-sets for Emtec to setup, configure, and manage those integrated solutions. Customer will be responsible for any changes to the Applications and their respective API's. 4.1.3.Emtec will leverage Webex sessions to engage the Customer when necessary for visibility into the Enterprise runtime engine of the endpoints. 5. Third Party Products Customer acknowledges that,in providing the Services,Emtec will necessarily rely upon information, instructions and services from Customer and/or its customers,their employees and agents,and other third parties providing computer and communications hardware,software and Internet services and instructions. Provided that Emtec has accurately transmitted data and complied with authorized instructions in performance of the Services,Customer fully assumes the risk associated with errors in such information, instructions and services. The Customer acknowledges that Emtec is not responsible for any action or inaction of any third party that is not a subcontractor of Emtec hereunder, including,but not limited to,hardware or software vendors or Internet service providers.Accordingly,Emtec does make any representations or warranties with respect to any such third party or its products or services. 6. Termination Either Party can terminate this SOW at any time for any reason by providing at least(30)days written notification to the other Party. 7. Emtee Subscription : i The following are the standards set by Emtec for Cloud Services. 7.1. Billin Terms erms 7.1.1.Emtec will invoice Customer a one-time upfront fee for the annual Service and a one-time fee on the anniversary of the start date for subsequent and ongoing years. 7.1.2.Automatic renewal of this subscription Service applies unless Emtec is notified within 30 days of the anniversary date.Emtec will contact you in advance of the renewal. 7.1.3.All invoices are due and payable without deduction,reduction or offset of any kind within 30 days of receipt by Customer.Amounts not paid when due,will be subject to a late charge of 1.5%per month,or,if less,the highest rate permitted by law. ,7.1.4.Invoices will be directed to the attention of Customer's contact. If invoices should be directed to someone other than the Customer Contact listed above,please indicate below: Natne: Address]: City,State,Zip: Phone: Entail. 7.1.5. Ver. 2124/16 Confidential Page 3 of 4 Emtec, Statement of[fork for Hanaged Cloud Integration Service Subscriptiorn Business&Technology Empowered 8. Financial Terins 8.1. Engagement Fees Service Offering Connectors Din-ation Cost Base Configuration Service(TBE Endpoint) Taleo(TBE) Annual $12,000.00 PeopleSoft Connector PeopleSoft(Premium) Annual $10,800.00 Subtotal $22,800.00 Discount* ($3,420.00) 15% Total $19,380.00 *Discount offered when the Everest Cloud Service and Cloud Managed Integration Service(this contract) contracts are executed together. Agreed to and accepted by: Emtee City of Fort Worth,Texas �WA — By By Name derald Newsom,Vice President Name v.5" A(A-A i,S Date May 5,2016 Date ►i���_ APP OVER AS TO FORM AND LEGALITY: &/ Ao'�t' J -zvi��eT ulna CITY ATTQRNEY mod by. � r,)CiVSecreta ® °� O © o OFFICIAL RECORD $v CITY SECRETARY ,°°°moo°°° FT.WORTH TX Ver. 2/24/16 Confidential Page 4 of 4 Emtec. Stalement of Vork for Base Camp Implementation Services Business&Technology Empowered STATEMENT of WORK#GN003 Project: Base Camp Implementation Services This Statement of Work("SOW")is by and between Summit Technology,Inc.(Summit hereafter referred to as "Emtee")and City of Fort Worth("Customer")(Emtec and Customer collectively"Parties" and each a"Party"). This SOW incorporates by reference the overarching agreement between Emtee Global Services,LLC and Customer known as the Professional Services Agreement executed on or about May 2, 2016(the"Agreement").Any capitalized term not defined herein shall have the meaning given to it in the Agreement. All information contained in this SOW is the Confidential Information of Emtec.It is furnished to the Customer in confidence with the understanding that it will not, without written permission of Emtec, be used for any other purpose than that contemplated hereunder nor will it be disclosed to any third party. 1. Contact Information 1.1. Customer Contacts Contact Name:Nathan Gregory,Assistant Director of Human Resources Address: 1000 Throckmorton Street City, State ZIP:Fort Worth,TX 76102 Phone: (817)392-7847 Email:Nathan.Gregory@fortworthtexas.poy 1.2. Emtec Contacts Contact Name: Gerald Newsom,VP of Cloud Services Address: 120 W.Market Street City, State ZIP:Athens,AL 35611 Phone: (256)771-1656 ext. 101 Cell: (256)777-1615 Fax: (931)451-9950 Email: Gerald.Newsom@emtecinc.com Overview2. Executive Emtec is pleased to present this SOW for Base Camp Implementation Services for the City of Fort Worth, Texas. This SOW covers the project scope,deliverables,estimated timeline,costs,responsibilities of each Party, and applicable Project assumptions. Engagement3. Description 3.1. Scope Only those obligations of Emtee that are identified as"In-Scope"are included hereunder.All other obligations,whether specifically outlined in the"Out-of-Scope"section or omitted completely, are not considered part of the scope of this SOW. 3.1.1.In-Scope Selected Taleo Business Edition(TBE)modules and Base Camp Implementation Services to be performed. Ver.2/24/16 Confidential Page 1 of 5 Enite c. Statement of TToi fo/•,Base Camp Implemenlation Services Business&Technology Empowered ■Business processes and industry best ■Unlimited setup of locations,departments,regions,divisions practices evaluation and recommendations ■Set up offer letter forms(5 Max) ■Definition/Customization of Requisition ■Define 6 custom reports Page and Data Sheet;Candidate Profile ■Emtec Consultant interaction(10 hours)for scoping and review of Page and Data Sheet all with basic data and requirements ® RECRUITING 50 fields(Max) ■CONFIGURATION COMPONENTS: MODULE ■Workflow and Go-live • Talent Cards and Smart Yieivs demonstration/support Pre-screening Questions and Rankings ■Set up plain text email templates(10 Max) Unlimited client branded career websites ■Go-live demonstration plus 30 day Candidate application forms subscription to Emtec's Support Portal ■Evaluation and recommendations related ■CONFIGURATION COMPONENTS: to business processes and industry best 1 to IS Onhoard Forms(I to 50 field's ea.) ONBOARDING/ practices • Onboard Activities(20 Max) ❑ MiDBOARDiNG/ ■Define 6 custom reports • Onboard Bundles(10 Max) OFFBOARDING ■Evaluation of transitional or life event Employee Wehsite MODULE actions Email Templates(10 Max,test or HTML) ■Go-live demonstration plus 30 day subscription to Emtec's Support Portal 3-4 week implementation timeframe Create and configure up to 2 Cycles(Details,settings, ivorkfloiv,guidelines,plan managers) Up to 5 meetings with a dedicated, Professional Services consultant Plan page set-up(basic plan data,instructional text,phis up Configuration Components: to 5 custom fields) • Configuration of Comp • Event page set-up(basic event data,instructional text,plus up Administration Section(Global to 5 custom fields) ❑ COMPENSATION Settings,Compensation Types, plus zip to 10 Pay Ranges) . Cycle and Plan List view review(configure rip to 2 list views) • Cycle page set-up(basic cycle data,instructional text,plus up • Role Definition—standard filtering by role to 5 custom fields) • Assign Employee Pay Ranges tip to 10 Employees • Up to five(5)entail templates ■Evaluation and recommendations related ■CONFIGURATION COMPONENTS: to business processes and industry best Deftne/Custoin ze Employee Website Pgs(Company logo, 1 practices section,5 fields) ■Data Import of active employee records Define/Customize Employee Profile Page ivith basic data(25 (unlimited) fields Max) ■Creation of Review Rating Scale Goals Page setup with basic goals definition data and custom ■Standard filtering of one role including fields(25 Max) 13 MODULE tabs,sub-tabs,list views and page layouts Review Page setup with basic review information and MODULE ■Go-live demonstration plus 30 day custom fields(25 Max) subscription to Summit's Support Portal • Performance Review templates(3 Max) • Talent Cards • Basic and custom reports(1 Max) • Ernail templates(4 Max) • Setup locations,departments,regions,divisions(25 Max ea.) MIGRATION SERVICE SERVICE OVERVIEW ❑ EMTEC STANDARD Emtec will migrate candidate records and resumes(In.csv format)from your legacy system. The pricing is based on an initial setup fee which includes up to the first 2,000 records,then a per-1000 block fee for all additional. ❑ EMTEC ENHANCED Emtec will migrate candidate records and resumes(In any format)from your legacy system. The pricing is based on initial setup fee which includes up to the first 2,000 records, then a per-1000 block fee for all additional. Ver. 2124116 Confidential Page 2 of 5 Emtec, ""' Slalement of Work for Base Camp Implentertialiory Services Business&Technology n 1 owc;ara 3.1.2.Out-of-Scone Anything not specifically listed as"In-Scope,"is considered"Out-of-Scope Start Date May 6,2016(estimated) 4. Customer Responsibilities As a condition precedent to Emtec's continuing obligations to perform the Services, Customer shall,at Customer's expense: 1. Maintain equipment,peripherals,systems and software in accordance with their applicable specifications; 2. Provide sufficient, qualified personnel who are capable of performing Customer's duties,tasks,and obligations under this SOW in a competent and workmanlike manner; 3. Provide all cooperation and information reasonably requested by Emtec from time to time in connection with the Services and provide Emtee all access needed for proper performance of Services to Customer's computer systems and equipment; and 4. Perform other duties and tasks as may be reasonably required to permit Emtec to perform its duties, tasks, and obligations under this SOW. Customer acknowledges and agrees that its failure to perform or to timely perform any of its obligations under this SOW may affect the timing and cost of Services provided by Emtec under this SOW.Provided Emtec has given'Customer notice of any failures,Emtec shall not be liable for any deviations from any schedules or work-plans agreed to by the parties under this SOW due to such failures by Customer. 5. Third Party Products Customer acknowledges that,in providing the Services,Emtec will necessarily rely upon information, instructions and services from Customer and/or its customers,their employees and agents,and other third parties providing computer and communications hardware,software and Internet services and instructions. Provided that Emtec has accurately transmitted data and complied with authorized instructions in performance of the Services, Customer fully assumes the risk associated with errors in such information, instructions and services. The Customer acknowledges that Emtec is not responsible for any action or inaction of any third party that is not a subcontractor of Emtec hereunder,including,but not limited to,hardware or software vendors or Internet service providers.Accordingly,Emtee does make any representations or warranties with respect to any such third party or its products or services. 6. Termination Either Party can terminate this SOW at any time for any reason by providing at least(30)days written notification to the other Party. In such case,the Customer's liability shall be limited to payment of the fees and expenses incurred for Emtec's Services performed and accepted by the Customer up to the date of notice of termination.Emtec will provide no further work or incur any additional expenses following notice of termination without the Customer's prior written consent. Ver.2124116 Confidential Page 3 of 5 Emtecl- "� Staleinent of 1,17ork for Base Cantp bnplemenlation Services Business&Technology Empowered 7. Financial Terms 7.1. Engagement Fees Base Duration Recruit Module $6,000 6-10 weeks $6,000.00 Onboard Module $4,000 3-5 weeks $4,000.00 Grand Total $10,000.00 7.2. BillingTerms erms 7.2.1.Emtec Base Camp Implementation Services shall be invoiced in two milestones: 1)Emtec shall invoice Customer 50%of the Services total upon execution of this SOW;2)50%of the Services total will be invoiced upon completion of Services. 7.2.2. All invoices are due and payable without deduction,reduction or offset of any kind within 30 days of receipt by Customer.Amounts not paid when due,will be subject to a late charge of 1.5%per month,or,if less,the highest rate permitted by law. 7.2.3.Invoices will be directed to the attention of Customer's contact. If invoices should be directed to someone other than the Customer Contact listed above,please indicate below: Name: Address 1: City,State,Zip. Phone: - Email: 7.2.4.Travel and Expenses(if applicable): 7.2.4.1. Travel and Expense estimates are based on available airfare and hotel rates.To reduce costs, apartments can be rented for full-time,on-site consultants when applicable. 7.2.4.2. Emtec complies with the following standards for consultants travel and expenses: 7.2.4.2.1. Actual Costs:Travel and living expenses are billed only for the actual costs incurred.Receipts are retained for all expenses with the exception of the$40.00 per day per diem meal allowance. 7.2.4.2.2. Local Consultants:Travel expenses for local consultants are billed to Customer.Expenses include mileage,parking and lunch. 7.2.4.2.3. Airfare:Airfare is the cost of one round trip coach fare per week.It is Emtec's policy to obtain the lowest available rate.Reservations and ticketing are made as early as possible,using discounted,advance bookings,in order to obtain the lowest possible fare and must be pre-approved by Customer.Any advance airfare booking will be invoiced immediately. Customer assumes the risk of the cost of any penalties due to cancellations as a result of the Customer requesting changes in a consultant's schedule.Emtec assumes the cost for any penalties arising from Emtec requested schedule changes. 7.2.4.2.4. Lodging:Lodging is acquired near the Customer's offices at a price pre- approved by the Customer and consistent with rates for the area. Consultants will use the Customer's corporate rate at designated hotels whenever possible. Ver. 2124116 Confidential Page 4 of 5 Emtec"'"" Slalement of'Work for Base Camp Implementation Services Business&Technology t_:r i ov:ereci 7.2.4.2.5. Pier Diem:The Emtec meal allowance is$40.00 per day. 7.2.4.2.6. Mileage:Mileage is billed in accordance with IRS guidelines. Agreed to and accepted by: Fmtec City of Fort Worth,Texas i' By %/(/2Lttd9lni By Name erald Newsom,Vice President Name iS All An i5 Date May 5,2016 Date I f 1 APPRO ED AS TO FORM AND LEGALITY: 6JCITY ATWnS r, CI Semtaq Ky ®� 0000 S, Qa 'i6/ �Lo� E ooU Boa 0000870500q °SEX OFFICIAL RECORD CITY SECRETARY U:T.wORTH9 TX Ver. 2/24/Tr Confidential Page 5 of 5